Disclosure Policy
Purpose
The purpose of this policy is to:- summarize the Company's disclosure obligations;
- explain what type of information needs to be disclosed;
- identify who is responsible for disclosure; and
- explain how individuals at the Company can contribute.
Failure to strictly comply with this policy may result in serious civil or criminal liability for the Company and its officers and could damage the reputation of the Company. When required, disclosure must be made immediately. Any employee or officer of the Company, who is uncertain as to whether certain information should be disclosed, should immediately contact the company secretary.
Disclosure Officer
The company secretary is the nominated communications officer for the Australian Stock Exchange and all Australian Stock Exchange announcements must be made via the company secretary. The chairman, chief executive officer, and chief financial officer are the nominated persons to deal with shareholders, media, analysts or other persons.No employee or associated party of the Company (such as consultants, advisers, lawyers, accountants, auditors, etc) is permitted to comment publicly on matters confidential to the Company. All employees and associated parties must be aware of their obligation to keep non-public company information confidential. In some circumstances, employees and associated parties of the Company may be asked to sign confidentiality agreements.
Responsibilities of the Disclosure Officer
The Disclosure Officers are responsible for:- ensuring the Company complies with its disclosure obligations;
- determining what information can or should be disclosed to the market;
- overseeing and coordinating the disclosure of information to the Australian Stock Exchange, shareholders, analysts, stockbrokers, media and the public;
- ensuring that the Company complies with the process relating to the issue of an infringement notice by ASIC; and
- educating officers and employees on the Company's disclosure policy and procedures and raising awareness of the principles underlying continuous disclosure.
Proper Disclosure
Where a certain information is disclosed by the Company, the information disclosed must be:- balanced, factual and accurate; and
- disclosed in accordance with the procedures set out in this policy.
Reporting of Information
Once a director or employee of the Company becomes aware of information that is, or may be, price-sensitive, they should immediately refer that information to the relevant Disclosure Officer.Release of Information to the Australian Stock Exchange
The Company must immediately notify the Australian Stock Exchange of any undisclosed price-sensitive information in accordance with the Company's legislative and regulatory disclosure obligations and the procedures set out in this policy. If the Company becomes aware that information that should be released to the Australian Stock Exchange has become generally available or is available to a sector of the market, and that information has not been given to the Australian Stock Exchange, the Company must immediately give the information to the Australian Stock Exchange.Disclosure of price-sensitive information to the Australian Stock Exchange must be made by the Board of the Company or an appointed disclosure officer in accordance with the method of disclosure prescribed by the Australian Stock Exchange. An individual director, shareholder of, or third party to, the Company cannot disclose price-sensitive information to the Australian Stock Exchange.
Release of Information to the Public
The Company must not publicly disclose price-sensitive information until it has given that information to the Australian Stock Exchange and has received an acknowledgment from the Australian Stock Exchange that the information has been released to the market. After an acknowledgment has been received from the Australian Stock Exchange, information disclosed in compliance with this policy should be promptly placed on the Company's website. The Board may also determine that the disclosed information should be released to major news services and other news outlets.Website Information
To ensure information relevant to the Company is readily available to shareholders, investors and stakeholders, the Company will provide the following information in the corporate information section on its website:- all company announcements made to the Australian Stock Exchange;
- annual reports and result announcements;
- corporate governance documents;
- company profile and contact details; and
- all written information provided to investors or stockbrokering analysts.
Publications and Other Communications
With the approval of the relevant Disclosure Officer, the Company may issue company statements or publications regarding previously disclosed information, including:- press release;
- fact books and other corporate publications;
- publication on the Company's website; and
- broadcast via e-mail and/or fax to the Company's shareholders, institutional investors and other key stakeholders.
Trading Halts
In order to maintain a fully informed, fair and transparent market in respect of the Company's securities, the Company may request a trading halt from the Australian Stock Exchange where:- confidential information about the Company is inadvertently made public and further time is required to enable the Company to prepare an appropriate public announcement; or
- the Company is preparing to make a major company announcement and is concerned to prevent speculative or insider trading (for example, where the Company plans to announce a joint venture enterprise or profit warning).
Monitoring
If the Company's continuous disclosure policy and procedures are complied with by all directors, executives, officers and employees of the Company, the relevant Disclosure Officer should be aware of all price-sensitive information that has been disclosed and which may need to be disclosed.Records
The Board must keep accurate and complete records of:- all decisions made by the disclosure officers to release price-sensitive information (including reasons);
- all decisions made by the disclosure officers to decline to release price-sensitive information (including reasons and minutes of the Board ratifying that decision); and
- copies of all information, price-sensitive or otherwise, released by the Company in accordance with this policy.
Review
The Company Secretary must review the Company's continuous disclosure policy and procedures on an annual basis to determine whether they are effective in ensuring accurate, balanced and timely disclosure in accordance with the Company's disclosure obligations. The Board will need to approve any amendments to the policy that stem from the review.Training
As part of the Company's commitment to its continuous disclosure obligations all directors, executives, officers and employees of the Company must:- be issued with a copy of the Company's continuous disclosure policy and procedure;
- accept the terms of this policy, including the obligation imposed upon them to keep non-public company information confidential, as a condition of their employment or office;
- attend training programs (both as part of their general induction training and as part of the Company's continuous training programs) to ensure that each is aware of the Company's continuous disclosure obligations and the terms of the Company's continuous policy and procedures.