Disclosure policy, its purpose and objectives
The purpose of SRV Group Plc’s (“SRV” or “the Company”) disclosure policy is to ensure that
- investors have equal access to accurate and sufficient information about matters that are likely to have a material impact on the prices of the Company’s share or other financial instruments
- information about SRV is always published in a timely, comprehensible and consistent manner
- SRV takes a standardised approach to communications
- the responsibilities relating to investor communications are clear.
This disclosure policy must be complied with in all matters concerning the SRV Group.
The key principles of SRV’s investor communications are the accuracy, transparency, consistency, timeliness and impartiality of information with respect to all parties. It is the task of SRV’s investor communications to ensure the correct price formation for SRV’s share or other financial instruments by providing accurate, up-to-date and sufficient information about SRV and its business. The aim is to strengthen investor confidence in the company both in Finland and abroad.
The target group for investor communications consists of shareholders, institutional investors, analysts, portfolio managers, investment bankers, and the financial media.
SRV’s share is listed on Nasdaq Helsinki. SRV may also have other publicly traded financial instruments. In its communications, SRV complies with all applicable EU legislation, and in particular the Market Abuse Regulation (596/2014, “MAR”) and regulations and guidelines issued by the European Securities and Markets Authority (“ESMA”) and other parties under MAR; Finnish legislation, and in particular the Securities Market Act (746/2012 and its amendments) and the Criminal Code of Finland (39/1889 and its amendments); Nasdaq Helsinki’s insider and other guidelines; the Finnish Financial Supervisory Authority’s guidelines; and the current internal guidelines approved by SRV.
Responsibility for disclosure policy
SRV’s Board of Directors approves the disclosure policy to be complied with throughout the Group. The Vice President, Communications and Marketing is responsible for the practical application of the disclosure policy, and the CEO for its supervision.
Persons responsible for communications
SRV Group Plc’s President & CEO, the CFO, the heads of business segments, and the Vice President, Communications and Marketing will primarily be the ones to give statements on SRV’s operations. The Chair of the Board of Directors will give statements on matters within the Board’s jurisdiction. Members of the Group Corporate Executive Team, as well as other separately appointed experts and employees, may provide more detailed information on matters in their respective areas of responsibility. SRV employees other than the aforementioned will not give statements on SRV’s behalf, but will instead direct enquiries about SRV and its business to the Vice President, Communications and Marketing.
General provisions of the disclosure obligation
On the basis of the general provisions of the disclosure obligation, SRV, as a listed company, must disclose insider information pertaining to the company as soon as possible; that is, all information and matters relating to the Company or its financial instruments that are likely to have a material impact on the prices of those financial instruments. However, the disclosure of this information may be deferred under certain conditions (see the section “[Stock Exchange Releases]”.
Periodic disclosure obligation
A “periodic disclosure obligation” refers to information about the company’s financial position and results that is released regularly, including interim reports, financial statement bulletins, financial statements, and reports of the Board of Directors. SRV’s financial year is the calendar year. SRV releases information about its financial position, results and strategy in interim reports, a financial statement bulletin and the Annual Report in accordance with a previously announced schedule. The publication dates for the coming financial year are announced before the end of the previous financial year, and are available on the Company’s website.
Other regulated disclosure obligations
As a listed company, SRV must also publish a Notice of Annual General Meeting and the resolutions of the General Meeting, as well as transactions concerning the Company’s financial instruments that are made by executives and their close associates, even if the aforementioned information would not likely contain information that would affect the prices of the Company’s share or other financial instruments.
SRV also provides additional information of interest to investors as specified in this disclosure policy.
Releases issued by SRV
The releases issued by SRV are divided into three categories: stock exchange releases, investor news, and press releases. The correct category for a release will be selected in accordance with the Company’s internal guidelines and on the basis of the materiality of the information.
Stock exchange releases
In accordance with the MAR, SRV will issue a stock exchange release as soon as possible to disclose information and matters pertaining to the Company or its financial instruments that are timely and undisclosed in nature, or that are otherwise unknown to the market and which, if published, would be likely to have a material impact on the prices of the Company’s share or other financial instruments.
The publication of a stock exchange release is usually preceded by a review and confirmation of the disclosure obligation. This review will take place at the same time as any assessment of whether there are valid conditions for deferring the disclosure of the information. A stock exchange release may be deferred at the Company’s own risk if all the following conditions are met: the immediate disclosure of the information is likely to endanger the Company’s legitimate interests, deferring disclosure of the information is not likely to mislead the public, and the Company is able to guarantee the confidentiality of the information.
Insider information may include, but is not limited to, material changes in SRV’s result or financial position; SRV’s mergers, demergers and other significant corporate reorganisations; share issues, purchase/redemption offers, or other changes pertaining to SRV’s shares, such as share combinations or splits.
When assessing the significance of contracts, construction projects and investor transactions carried out by SRV, the assessment will consider their value and overall economic and strategic significance for the Company.
SRV will also publish a stock exchange release for other information that must be so published in accordance with a periodic disclosure obligation or another regulated disclosure obligation, such as interim reports, financial statement bulletins, Notices of Annual General Meeting, the resolutions of the General Meeting, flagging notifications, and transactions concerning the Company’s financial instruments that are made by executives and their close associates, even if the aforementioned information would not likely contain information that would affect the prices of the Company’s share or other financial instruments.
Stock exchange releases will be published in both Finnish and English.
Investor news will be used to disclose business-related events that do not meet the criteria for a stock exchange release; that is, they are not likely to have a material impact on the prices of SRV’s share or other financial instruments, but are expected to be of general interest to investors.
Investor news will include information about construction project startups, contractor agreements, investor transactions, investments, and cooperation agreements. Investor news items will be published in both Finnish and English.
SRV also uses press releases targeted at the general and professional media to disclose business-related events that do not meet the criteria for a stock exchange release, but are expected to be newsworthy or of general interest to the media or stakeholders. This kind of press release will generally only be published in Finnish.
Future outlooks and changes in earnings guidance
SRV publishes a future outlook in its financial statement bulletin, Annual Report, and interim reports.
If SRV’s expected result, financial position or future outlook improves or deteriorates in such a way that the change is likely to have a material impact on the prices of the Company’s share or other financial instruments, SRV will publish a stock exchange release about this change in earnings guidance as soon as possible.
Market rumours and information leaks
SRV will not comment on market rumours concerning the Company’s business, shares or financial instruments, or on any other market rumours. If a rumour relates to insider information whose publication has been deferred, the Company should disclose this information to the general public in a stock exchange release as soon as possible after it becomes apparent that the rumour is accurate enough to indicate that the confidentiality of the information can no longer be guaranteed. If a market rumour is likely to have a material impact on the prices of the Company’s share or other financial instruments, SRV may issue a stock exchange release to provide the market with the correct information and thereby promote the reliable price formation of SRV’s share or another financial instrument.
If SRV is made aware that information has been leaked to the public, and if this information is likely to have a material impact on the prices of the Company’s share or other financial instruments, SRV will issue a stock exchange release on the matter as soon as possible.
Stock exchange releases pertaining to SRV are published simultaneously through Cision Finland Oy’s publication system to the principal media and on the Company’s website www.srv.fi. They are also sent to the Officially Appointed Mechanism.
The main source of up-to-date information about SRV is the Company’s website: www.srv.fi. It is also possible to subscribe to the investor communications material issued by SRV, either on the website or by email@example.com. The information must remain on the Company’s website for a period of five years.
Investor, analyst and media meetings
SRV will endeavour to respond to enquiries from investors, analysts and the media without undue delay, either by phone or email, and ensuring that all parties are provided with the same information at the same time.
After the publication of an interim report or financial statement bulletin, SRV will hold a briefing for analysts and the media to present the key content of the release.
SRV may occasionally organise Capital Market Days to present the Company’s operations to analysts and institutional investors.
SRV also participates in a variety of events aimed at private and institutional investors.
Investor, analyst and media meetings will be based on information that SRV has already disclosed or is generally available on the market. These meetings will not present any undisclosed information that is likely to have a material impact on the prices of the Company’s share or other financial instruments. Any previously undisclosed insider information should always be disclosed in a stock exchange release prior to its presentation.
The material presented at investor, analyst and media meetings will be published on the Company’s website.
SRV will not issue statements on the Company’s financial performance or meet with capital market representatives for a period of 30 calendar days before the publication of a financial statement bulletin or interim report; or, in the event that a financial statement bulletin or interim report will be published more than 30 calendar days after the end of the fourth quarter of the calendar year, for the period between the end of the fourth quarter of the calendar year and the publication of the financial statement bulletin or interim report. The silent period therefore covers at least the 30 calendar days before the publication of a financial statement bulletin or interim report. The silent period ends with the publication of the financial statement bulletin or interim report. The dates on which the Company’s results are to be published will be announced in the investor calendar on SRV’s website.
Exceptions to the rules governing the silent period are a General Meeting held during a silent period and the announcement of significant business-related events that occur during a silent period. In these cases, announcements and other communications should be limited to the event in question.
SRV’s Board of Directors has confirmed that all SRV employees, executives, and Board members must comply with insider guidelines. The insider guidelines seek to promote confidence in SRV’s operations within the securities market and the correct price formation for the Company’s share or other financial instruments.
SRV has established separate guidelines for crisis communications. These guidelines seek to ensure that accurate information is made quickly available to SRV’s management, SRV’s Board of Directors, and all other parties involved in the event in question. Crisis communications seek to minimise any damage or losses to SRV’s business and reputation.
At SRV, crisis communications are managed by the Vice President, Communications and Marketing.