Communications and disclosure policy
This policy statement defines the principles, roles and responsibilities of Alma Media’s communications and investor relations within the Group.
Alma Media’s communication objectives and publicity principle
At Alma Media, the tasks of communication are:
- To fulfil the disclosure obligations of a listed company
- To manage the reputation of Alma Media
- To support the business operations and strategy of the Group through communication activities
Alma Media’s publicity principles are based on openness, consistency, impartiality and transparency while observing the regulations pertaining to listed companies.
Alma Media Corporation makes every effort to communicate in an equal manner in all situations, that is, to give the same information to all stakeholders at the same time.
The financial communication and reporting of Alma Media Corporation is the responsibility of the Chief Financial Officer (CFO). The practical activities and the coordination of financial communication are centralised in Corporate Communications.
Alma Media’s communication is organised into Corporate Communications under the parent company. Corporate Communications is headed by the Vice President, Communications and Investor Relations.
Alma Media’s disclosure policy
Alma Media’s share is listed on NASDAQ Helsinki Oy. Alma Media’s CFO, General Counsel and Vice President, Communications and Investor Relations, are together responsible for all aspects of Alma Media’s communication meeting the requirements stipulated by EU regulations and Finnish legislation, the regulations and insider guidelines of NASDAQ Helsinki and the guidelines and regulations issued by the Finnish Financial Supervisory Authority and other authorities. Alma Media also observes the company’s internal policies and instructions as well as other recommendations for the communications of listed companies, for example, related to its corporate governance.
Disclosure obligations and disclosure principles
The company’s external communications and disclosure follows the principle of disclosing relevant and accurate information in a timely manner and non-selectively to all market participants to ensure that all market participants have access to essential and sufficient information for determining the value of Alma Media’s financial instruments.
In accordance with the Market Abuse Regulation (MAR), Alma Media discloses inside information directly concerning Alma Media as soon as possible, or delays disclosure pursuant to the MAR provisions.
The following principles are applied in the disclosure of information to the market:
- Information is disclosed without undue delay.
- Disclosure is consistent and accurate to allow the recipients of information to assess its effect on the company’s financial position and future.
- Information will be made available to all stakeholders at the same time, and information is disclosed in a carefully supervised manner.
- All releases are published on the company’s website.
- All information is disclosed in Finnish and English.
Pursuant to MAR, Alma Media may delay the disclosure of inside information if all of the following conditions are met:
- Immediate disclosure is likely to prejudice Alma Media’s legitimate interests.
- The delay of disclosure is not likely to mislead the public.
- Alma Media is able to ensure the confidentiality of the information.
Decisions on delaying the disclosure of inside information shall be made and recorded in accordance with Alma Media’s internal instructions.
Alma Media publishes information on its financial position and strategy in its financial statements, annual report and interim reports. Each year, Alma Media publishes three interim reports and a financial statement release in accordance with a pre-determined schedule.
Reporting levels: Alma Media publishes financial information and key indicators only for the Group as a whole and its reportable operating segments.
Alma Media publishes its annual report and auditor’s report at least three weeks prior to the Annual General Meeting in which the financial statements are presented for approval, and within three months of the end of the financial year.
Alma Media also publishes a Corporate Governance Statement annually.
lma Media publishes the company’s view of the development of the operating environment and guidance of its future outlook aimed at the capital markets. Alma Media’s guidance concerns the development of the company’s revenue or adjusted operating profit. The statements and estimates in disclosures of future outlook are based on the management’s view of the development of the Group and its functions. Alma Media includes statements on future outlook in its interim reports and financial statement release.
Alma Media continuously monitors the Group’s financial result, position and future outlook. If any information indicates that the Group’s profitability or financial position has changed materially compared to the future outlook published by the company, the deviation and its underlying reasons are analysed without delay. A profit warning is published in the event that the future outlook has improved or declined compared to previously published guidance (taking into account ordinary quarterly and other variation and sensitivity factors) and the deviation is likely to have a significant effect on the value of the company’s financial instruments. Profit warnings (which also reiterate the previously published future outlook) are published as stock exchange releases.
A stock exchange release is published to disclose information simultaneously to all market participants regarding facts, issues and circumstances that Alma Media believes to be likely to have a significant effect on the price of the company’s share or other financial instruments issued by the company. Stock exchange releases are also used to disclose any regulated information that is required to be disclosed as a stock exchange release (such as managers’ transactions, notices to general meetings of shareholders and decisions made by general meetings of shareholders), despite the fact that such releases do not typically contain information that would affect the prices of the company’s financial instruments. The following events, provided that they are significant from Alma Media’s perspective, are usually considered to have an effect on price:
- acquisitions, investments and divestments of significant strategic or monetary value
- significant operational restructuring, efficiency improvements and discontinuations of operations
- changes to previously published strategy and financial targets
- changes to profit guidance, future outlook, profit warnings
- restatements of incorrect information
- the presumptive realisation of significant risks
- significant legal action, other legal proceedings and measures taken by the authorities
- changes to the employment relationships of the CEO, his deputy and other Group Executive Team members
In addition to stock exchange releases, Alma Media publishes press releases and news articles on the Alma Media website. The press releases and articles published by Alma Media communicate events related to the company’s business operations that do not meet the criteria for stock exchange releases but are estimated to be newsworthy or otherwise of interest to stakeholders. News to be disclosed as press releases includes, for example, the following:
- minor mergers, acquisitions and partnerships
- successful project implementation concepts or customer cases
- new product launches
- cooperation agreements with customers and partners
Alma Media applies a four-week (30 days) silent period before the publication of the financial statement release and/or interim reports. During the silent period, the management will not comment on the company’s financial position or future outlook, nor will management meet with any representatives of the capital markets or financial media. Any events during the silent period that are subject to immediate disclosure according to the disclosure obligation of a listed company will be disclosed by Alma Media without undue delay.
Rumours and information leaks
The company will not comment on competitors, individual activities of competitors, matters related to the company’s owners or ownership, the level of its share price, or market rumours. Alma Media will also not comment on confidential or unfinished business transactions.
However, if rumours have a material impact on the value of the company’s securities, Alma Media will publish a stock exchange release to rectify rumours or materially incorrect information. In the event that unpublished information concerning Alma Media has been unintentionally disclosed to a limited audience outside the company’s statutory insiders, Alma Media will disclose the matter pursuant to the practices normally applied in the disclosure of information of material significance.
Alma Media’s stock exchange releases, press releases and financial reviews are published simultaneously in Finnish and English.
The primary channel for up-to-date information is the Alma Media website. Alma Media aims to provide reliable and up-to-date information on its website to enable market participants to form an accurate understanding of factors and events that influence the value of securities issued by Alma Media.
Alma Media also uses various other methods and channels for communicating information to stakeholders, such as various releases, public appearances by management, telephone conferences and webcasts, customer publications and interviews given by the management and experts. Alma Media also disseminates information through its social media channels.
Alma Media’s Corporate Communications is responsible for the distribution of stock exchange releases to NASDAQ Helsinki and media outlets, and the distribution of press releases to media outlets.
The stock exchange releases and press releases published by Alma Media are available on the company website for at least five years. Financial reports are available for at least five years from the date of publication. Stock exchange releases are also archived in a national repository maintained by NASDAQ Helsinki.
Investor and media communications
At Alma Media, the provision of information to shareholders, investors and analysts is coordinated by Corporate Communications, which also arranges investor events.
Alma Media responds to enquiries from investors and media without undue delay by telephone or e-mail.
In connection with publishing its financial results, Alma Media organises a conference for analysts and the press at which members of the Group Executive Team are present. These events are also open to investors. In addition, an English-language webcast is arranged for foreign investors and analysts.
In addition to reporting on its results, Alma Media provides supplementary information of interest to investors in the manner described in this disclosure policy. Alma Media engages in active communication with all of its stakeholders and strives to always respond to enquiries from investors, analysts and media outlets without delay.
The goal of Alma Media’s investor and media meetings is to provide background information on Alma Media and its operating environment. The discussions at the events are based on information previously published by Alma Media or otherwise available in the market. No previously unpublished information that could potentially influence the value of the company’s securities is disclosed at the events.
The meetings between the management and institutional investors and analysts are coordinated by Corporate Communications. The aim is that a person representing the IR function is always present at the meetings (VP Communications and IR, CFO or Communications Manager).
The company regularly organises a Capital Markets Day aimed at institutional investors and participates in investor roadshows.
Alma Media participates in selected events for private investors in Finland. These include investment fairs, stock exchange evenings and events by private investor associations.
Meetings with media representatives are also coordinated by the Corporate Communications. Media relations are actively managed by having regular meetings with the representatives of editorial teams and by organising discussion events for groups of journalists to provide background information.
Responsibilities and personnel responsible for issuing statements
The personnel authorised to issue statements regarding Alma Media Group’s financial situation are the President and CEO, the CFO and the Vice President, Communications and Investor Relations.
Members of the Group Executive Team and experts may issue statements regarding their respective areas of responsibility.
Alma Media’s provision of information to investors is coordinated by Corporate Communications. The Investor Relations function is led by Alma Media’s Vice President, Communications and Investor Relations, who reports to the President and CEO.
The issuing of stock exchange releases subject to the ongoing disclosure obligation is decided on by the President and CEO, the CFO, the General Counsel and the Vice President, Communications and IR.
Relations with representatives of the capital markets are the responsibility of the CFO and the Vice President, Communications and IR. Investor meetings are attended by the President and CEO, the CFO and, if necessary, business unit representatives. The aforementioned can also delegate the task of attending investor meetings to other experts.
The Vice President, Communications and IR is responsible for Alma Media’s media relations, the preparation of information for publication, and compliance with the disclosure policy. Representatives of the Group’s business units also participate in the preparation of information pertaining to their business area.
In stock exchange releases and press releases, Alma Media indicates the persons who may be contacted for more information regarding the release in question.
Alma Media’s Board of Directors reviews and approves the financial statements, interim reports and significant stock exchange releases.
Changes in shareholdings and flagging notices
Alma Media discloses shareholders’ notifications of changes in holdings pursuant to the Finnish Securities Markets Act. Changes in shareholdings must be disclosed if the holding exceeds or falls below 5, 10, 15, 20, 25, 30, 50, 66 2/3 or 90 per cent of the total number of votes or shares in the company in question. A flagging notice must also be issued if a shareholder is a party to an agreement or other arrangement that, if realised, will lead to the flagging limit being reached or exceeded, or if the shareholdings of the party in question will fall below a flagging limit. Notifications of changes in shareholdings are published in the form of a stock exchange release without undue delay.
Alma Media’s Guidelines for Insiders are based on the Market Abuse Regulation, Level 2 Commission Regulations and the rules and guidelines issued by the European Securities and Markets Authority (ESMA), and they supplement the valid provisions of NASDAQ Helsinki Ltd’s Guidelines for Insiders, Chapter 51 of the Finnish Criminal Code, the Finnish Securities Markets Act and the regulations and guidelines issued by the Finnish Financial Supervisory Authority regarding the management and handling of insider information. Insiders are divided into two categories at Alma Media Corporation: managers subject to the notification obligation and project insiders.
By providing instructions and information, Alma Media ensures that its managers and project insiders are fully aware of their position and its importance. A description of Alma Media’s insider management is available on the company website.
Alma Media has prepared procedures and communication guidelines for crisis situations. Crisis communication is part of risk management. The Vice President, Communications and IR is responsible for managing crisis communication. Information on crisis situations is immediately relayed to the President and CEO, the Vice President or Manager responsible for the function in question, as well as the relevant contact persons in Corporate Communications. The communication principles applied in crisis situations include ensuring the quality of the information to be published, openness, speed and an active approach.
Interpretations of and deviations from the Communications and Disclosure Policy
The President and CEO is responsible for the supervision and interpretation of the Communications and Disclosure Policy. Where necessary, the Vice President, Communications and IR provides additional instructions regarding the practical implementation of the Disclosure Policy.
Alma Media’s Board of Directors has approved Alma Media’s Communications and Disclosure Policy on 27 March 2017.