The company should publish an overview each year of the dates for major events such as its annual general meeting, publication of interim reports, public presentations, dividend payment date if appropriate etc.
All information distributed to the company’s shareholders should be published on the company’s web site at the same time as it is sent to shareholders.
The board of directors should establish guidelines for the company’s contact with shareholders other than through general meetings.
Commentary:
Guidelines for reporting financial and other information
The board of directors’ guidelines for reporting financial and other information to the securities market must be defined within the framework established by securities and accounting legislation and the rules and regulations of the stock exchange. The company’s ability to provide information to individual participants, including investment analysts, will be restricted both by the regulatory framework, including the rules on good stock exchange practice, and by the general requirement for equal treatment.
The guidelines for the company’s reporting of information must ensure that market participants receive correct, clear, relevant and up-to-date information in a timely manner. A regular flow of information from the company will help shareholders and other investors to make informed decisions on purchases and sales of the company’s shares based on equal access to information. The company should provide information on its major value drivers and risk factors.
When publishing annual and interim reports the company should hold public presentations that are simultaneously broadcast over the internet.
The board of directors should have a policy on who is entitled to speak on behalf of the company on various subjects. The company should have a contingency plan for information management in response to events of a particular character or of interest to the media.
Information on the company should be available to shareholders in both Norwegian and English where this is appropriate in view of the composition of the company’s shareholders.
Dialogue with shareholders
In addition to the dialogue with the company’s owners in the form of general meetings, the board of directors should make suitable arrangements for shareholders to communicate with the company at other times. This will increase the board’s understanding of which matters affecting the company from time to time are of particular concern to shareholders. The guidelines should make clear to what extent the board has delegated this task to the chairman of the board, the chief executive or any other of the executive personnel.
| See Securities Trading Act Chapter 5, subchapters I and II on the content of the information requirement. The company must publish information in an efficient and non-description manner, cf. Vphl. § 5-12. Section 5.2 of the “Continuing obligations of stock exchange listed companies (Continuing obligations)” stipulates that the company must send the information it publishes to the stock exchange for storage. The Norwegian Society of Financial Analysts has issued recommended guidelines for additional information on value creation, dated November 2002.
Persons who are privy to inside information must not pass such information to unauthorised parties, cf. Vphl. § 3-4. Further provisions are included in Vphl. Chapter 3 on the management of such inside information. The company must manage the information it releases within the framework imposed by the Securities Trading Act, including § 5-14, and by the general principle of equal treatment, cf. inter alia Asal. § 4-1. Pursuant to Section 4.5 of “Continuing obligations of stock exchange listed companies (Continuing obligations)”, the company must, prior to the close of the current year, announce its planned timetable for the publication of interim reports in the subsequent year. |