Disclosure Policy for Financial Communication
This document describes Itella Corporation's Disclosure Policy for financial communication. It is based on
- the owner's requirement that Itella applies the procedures and practices for listed companies in its financial communication, and
- the limited disclosure obligation concerning the issuer of a listed bond.
As an issuer of a publicly listed bond, Itella Corporation is required to fulfill a limited obligation of regular and ongoing disclosure as specified in the Securities Market Act and the rules and regulations of NASDAQ OMX Helsinki Oy.
The disclosure obligation is limited to concern issues that might have a material impact on Itella Corporation's ability to repay the loan amount according to the bond.
- The information must be disclosed without undue delay.
- All stakeholders must be ensured an equal and simultaneous access to information.
- The information must be submitted in unedited and unabbreviated form at the same time to both the maintainer of public trading (i.e. the stock exchange, and the release archive maintained by it) and the media.
Regular disclosure obligation
The issuer of a bond must publish its financial statements and a six-month interim report according to the regular disclosure obligation.
Ongoing disclosure obligation
According to the ongoing disclosure obligation, the issuer of a listed bond must disclose:
- any facts that might have a substantial impact on its solvency, liquidity or ability to match its commitments,
- an auditors' report deviating from the standard or an auditors' report containing remarks by the auditors,
- any bond underwritings,
- a proposal made by the Board and decision by the Annual General Meeting concerning a decrease in the share capital or a merging, demerging or liquidation of the company,
- a commenced application concerning the company's liquidity, bankruptcy or reorganization, and
- commencement of a court action concerning the company, a resolution or preservation order issued by a court of law or an authority that might have a material impact on the value of the bond.
Itella has a silent period of 21 days before each quarterly financial report announcement. During the silent period Itella refrains from making any contacts or comments to investors, analysts and the media about the company’s business prospects or financial results.
Financial statements and interim reports
Itella fulfils its regular disclosure obligation by publishing its financial statements and quarterly interim reports as stock exchange releases.
- The parent company's Communications Unit is responsible for disclosing this financial information. Individual Group companies do not disclose their own financial bulletins.
- The financial information is only published at the Business Group level (by IFRS segment). No financial indicators are disclosed with regard to an individual subsidiary or product line (only exception being the number of personnel which a subsidiary is allowed to present).
- The Group financial results may not be disclosed internally before the stock exchange release has been published.
Itella Corporation uses the Globenewswire release service for publishing its stock exchange releases. The information is disclosed simultaneously to NASDAQ OMX Helsinki Oy, the capital market and the media, and it is also always available on Itella Corporation's own website, which also provides all other information concerning the company.
Other financial releases
Itella Corporation publishes press releases on the following matters:
- significant agreements, investments, acquisitions and divestments,
- significant restructuring, streamlining or discontinuation of operations,
- appointments and changes in the management and other key personnel. Only the appointment of the President & CEO is published as a stock exchange release.
- crises that have a significant impact on Itella Corporation's performance, operations or reputation, and
- significant court cases, labor market agreements or disputes.
The parent company's Communications Unit is responsible for publishing all group-level or business group-level releases.
If the information to be disclosed is likely to have a significant impact on Itella Corporation's solvency, liquidity or ability to fulfill its commitments, it is disclosed as a stock exchange release in accordance with the ongoing disclosure obligation.
Itella Corporation publishes an annual report that includes the company's official audited consolidated financial statements. In addition, it includes the CEO's review, presentation of the strategy, and the main events of the business groups during the report year.
The annual report is also available in electronic format at http://www.itella.com/group.
The Financials section of Itella Corporation's Group site (itella.com/group) includes the financial disclosures over the course of a minimum of five years. In addition, the IR calendar for the next year will be reported on the site in December at the latest. The Group site contains a release archive and comprehensive information on Corporate Governance.
Corporate Governance Statement
Before information subject to the disclosure of periodic information and the ongoing disclosure obligation has been published as a stock exchange release, it is considered insider information under the Securities Market Act and must not be disclosed to anyone other than those entered in Itella Corporation's insider register. Itella Corporation has a separate policy on the processing of insider information.
Itella Corporation's CFO is responsible for the content of financial communication and Itella Corporation's Vice President of Corporate Communications is responsible for its execution.