This Disclosure Policy, as approved by the Board of Directors of Musti Group Oyj (“Musti Group” or “Company”), describes the principles and procedures under which the company operates in conducting investor communication and financial reporting. The principles set in the disclosure policy govern Musti Group and its subsidiaries.
In its communications, Musti Group complies with Finnish legislation, stipulations contained in the regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (Market Abuse Regulation, “MAR”), Nasdaq Helsinki Ltd’s (“Nasdaq Helsinki”) rules and guidelines, the guidelines of ESMA (European Securities and Markets Authority) and the Finnish Financial Supervisory Authority. The Company also complies with the Finnish Corporate Governance Code for listed companies and with the Company’s internal rules and guidelines.
Musti Group ‘s Board of Directors has approved this disclosure policy on 13 December 2019. The disclosure policy will be reviewed and updated when needed.
1. Objectives and principles
The objective of Musti Group ‘s financial and investor communications is to ensure that all market participants have simultaneously and without delay an access to equal, sufficient and substantial information on the material factors relating to the Company and its business, which factors may have an effect on the value of Musti Group ‘s financial instruments, and that the information disclosed gives correct and sufficient information on the Company’s operations.
The key disclosure principles of Musti Group ’s investor communications are openness, timeliness, reliability, transparency, consistency, comprehensibility and fairness. The Company communicates clearly and consistently both positive and negative matters.
Disclosure comprises the obligation to disclose periodic and ongoing information. The Company discloses information under the disclosure obligation as soon as possible and simultaneously to all stakeholders. The relevancy of an event or information is estimated by the Company’s operative management or Board of Directors.
Musti Group ’s official reporting language is Finnish. All stock exchange releases and press releases are published by the Company in Finnish and English.
2. Disclosed information
The reports covered by the regular disclosure obligation include key information about the Company’s financial situation, results and the development of those. The Company reports its financial figures at group level.
The Company shall annually disclose its outlook statement as a part of the financial statement release. In addition, the Company evaluates its future development in the annual report, half year report and interim reports on the first and third quarter.
The Board of Directors’ report, financial statements and auditor’s report are published no later than three weeks prior to the Annual General Meeting deciding on the approval. In addition, Musti Group publishes a corporate governance statement and remuneration statement in connection with publishing the Board of Directors’ report.
If the Company’s financial outlook changes in such a way that it materially deviates from the Company’s previously disclosed estimate, the Company issues a profit warning as soon as possible. The change assessment is based on what the Company has publicly estimated earlier or what may be reasonably concluded from the Company’s previous disclosure. The issuing of a profit warning cannot be delayed.
Inside information included in the sphere of the on-going disclosure obligation may include:
- Substantial changes in future outlook
- Significant changes in strategy
- Significant investments
- Significant organisational changes and changes in the composition of the Board of Directors or Leadership Team as well as the change of the auditor
- Significant legal actions or other proceedings by authorities and decisions ruled the proceedings
- Significant acquisitions, agreements on joint ventures and financial arrangements
Further, the Company publishes stock exchange releases on managers’ transactions and other disclosed matters in accordance with Nasdaq Helsinki rules and guidelines.
Stock exchange releases and press releases
The releases published by Musti Group are divided into two categories: stock exchange releases and press releases. The category of the release is determined by the materiality and significance of the information.
Stock exchange releases
The Company discloses insider information and other matters specified in section two as a stock exchange release as soon as possible. In addition, information disclosed according to the regular disclosure obligation and periodic reports are published by the Company through a stock exchange release.
The stock exchange releases are submitted to Nasdaq Helsinki and central media and published on the Company’s website.
Press releases targeted to general and industry media provide information about events related to the Company’s business that do not fulfill the criteria for a stock exchange release but are estimated to be newsworthy or otherwise of interest among stakeholders of the Company.
3. Disclosure obligation of insider information, delay of disclosure and other disclosures
The Company publicly discloses the insider information as soon as possible, unless the disclosure is delayed in accordance with the MAR, whereupon the conditions of delay of MAR need to be met. In accordance with provisions of MAR, the Company may delay disclosure of insider information provided that all of the following conditions are met:
• disclosure of information is likely to prejudice the legitimate interests of the Company,
• delay of disclosure is not likely to mislead the public, and
• Musti Group is able to ensure the confidentiality of such insider information.
The Company’s Board of Directors and the CEO together decide on delayed disclosure of information based on an assessment of the fulfilment of the conditions therefor. Exceptionally, the CEO may decide on the delayed disclosure alone, provided that it is justified by the urgency of the matter.
In connection with the decision to delay the disclosure of information, the preconditions for postponement are documented, an insider list concerning the matter is established and a formal decision on postponement is made. The Company discloses the delayed information to the public as soon as possible after the conditions for the delay are no longer met. The Finnish Financial Supervisory Authority will be notified about the delay in connection with the disclosure of the insider information.
Musti Group’s insider instructions and insider management comply with the requirements of the MAR and provisions issued thereunder, the guidelines of the Finnish Financial Supervisory Authority and ESMA, and the rules and insider guidelines of Nasdaq Helsinki. In addition, Musti Group complies with the Company’s own insider guidelines, approved by the Board of Directors.
A person who discharges managerial responsibilities within the Company or who has been defined to be subject to the trading restriction may not, directly or indirectly, execute transactions on their account or for the account of a third party during a closed period. The closed period begins thirty (30) days prior to the publication of the financial statements release, half year report or interim report in question and ends at the end of the following day after the publishing of financial statements release, half year report or interim report. The Company does not repurchase its own shares during this period.
The Company applies a so-called whistleblowing system, which enables the Company’s employees to notify, where there is a reasonable suspicion that someone employed by or at the service of Musti Group has breached securities market legislation and provisions. If a doubt on a breach arises or if a breach can be substantiated, the case is taken to the competent authorities for investigations.
5. Future outlook and profit warnings
Musti Group provides an assessment of the group’s likely future development in connection with the publishing of financial statements release and updates the outlook when necessary. The assessment of the future outlook is presented for the group and it regards, unless otherwise stated, the remaining financial year. The assessment provided is based on the view of the Company’s Management on the estimated development of the group and its business operations at the time of the presentation. In uncertain market circumstances, Musti Group’s Board of Directors can decide to withhold from issuing such statement.
A profit warning will be issued without undue delay if the Musti Group’s view on the development of the Company’s financial outlook deviates unexpectedly and significantly in a positive or negative manner from the Company’s previously disclosed estimate or from what can be reasonably estimated based on the previous disclosures of the Company. The issuance of the profit warning is decided by the Board of Directors.
6. Communication channels
The primary channel for investor communications is Musti Group’s website. On its website, Musti Group aims to provide reliable and timely information to ensure that the Company’s stakeholders have sufficient information to support the valuation of the Company and its securities.
Musti Group’s stock exchange releases are distributed simultaneously through the release distribution platform and Musti Group’s investor pages. Stock exchange releases and press releases published by Musti Group are made available on the Company’s investor pages for at least five years after their release. Financial reports are maintained for at least ten years after their release.
Musti Group also has different means and channels for disclosing information to stakeholder groups, such as different publications, interviews and other appearances. Other essential material, such as media and investor communication presentations, possible webcasts and phone conferences will remain available on Company’s website at least for five years.
The Company uses social media in its communications. However, social media is not the primary communication channel for information under the disclosure obligation.
7. Investor, analyst and media relations
Musti Group actively meets with capital market and media representatives and responds to queries submitted by shareholders, investors, analysts and the media without undue delay. The Company can arrange information events and meetings with the representatives of capital markets and media.
Communications with investors and analysts is primarily carried out by the CEO and CFO of Musti Group. Media events are coordinated by group communications.
The objective of the meetings is to provide information on Musti Group and its operating environment. Discussions with the media are based on information previously published by the Company or on information generally available to the public. New undisclosed information or such supplementary information that may have an effect on the value of Musti Group’s financial instruments and that may constitute insider information together with the previously published information will not be published during these events.
Analysts observing the Company and their assessments on the Company may published on the Company’s website. Any opinions, estimates or forecasts regarding the Company’s performance made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of The Company or its management.
Upon request, the Company’s investor relations function may review an analysis or report made by an analyst, but only with regard to the correctness of the information and based on disclosed information. The Company does not comment or take any responsibility for estimates or expectations made by capital market representatives. The Company does not comment on the Company valuation or price formation of the Company’s financial instruments, give preference to any particular analyst or distribute analyst reports to the investment community.
8. Responsibilities and spokespersons
The Board of Directors addresses and approves the financial statement, report of the Board of Directors, half year report and interim reports. The CEO or other managers of the Company shall not comment on matters related to the Board of Directors of the Company. The Board of Directors is primarily represented by the chairman.
Reports and releases released according to the periodic disclosure obligation are approved by the Board of Directors. In addition, the Board of Directors approves significant stock exchange releases, such as the release regarding the appointment of the CEO. Disclosure of insider information and other stock exchange releases are approved by the CEO or secondary by the CFO.
According to law, the Company is represented by the Board of Directors in all matters and by the CEO in all matters within the competence of the CEO. The CEO, group CFO or other person authorized by the CEO is entitled to issue statements on behalf of Musti Group. The CFO represents the Company in matters related to the Company’s financial performance. Individual business units or group-level functions are represented by the manager of the said business unit or a designated representative. The Head of IR is primarily in charge of media relations.
All information is provided by the Company within the limits of previously publicly disclosed information and accurately in accordance with such information. Information deviating from the Company’s previous disclosures may not be given in individual statements; nor may supplementary information which might, combined with previously disclosed information, comprise new material information that can be considered to be insider information.
In crisis situations, the CEO is in charge of communications. Crisis communications is carried out by designated persons, with the goal of distributing information in a reliable, fast, clear, proactive and open manner.
9. Rumours and information leaks
Musti Group issues statements on its own operations and generally does not comment on the operations of its competitors, suppliers or customers.
Musti Group does not comment on market rumors, unless it is necessary to correct relevant or clearly inaccurate information. The Company may consider publicly disclosing a stock exchange release to correct clearly incorrect or misleading information that is likely to have a significant effect on the price of the Company’s financial instruments.
In the event that confidential and relevant information has leaked to a third party outside the Company’s statutory insiders, the confidentiality of the information cannot be otherwise guaranteed or the information has leaked to the public the Company will disclose the matter as a stock exchange release as soon as possible.
10. Silent period
Musti Group adheres to a 30-day silent period in its investor and media relations before the publication of the interim report, half year report or financial statements release. During this time, the Company will not give comments to the media or other parties on the Company’s financial position, markets or outlook. During the silent period, the Company will neither meet with representatives of capital markets.
If an event during the silent period requires immediate publication, Musti Group will publish the information without delay in accordance with regulations regarding the disclosure obligation and can comment on the event in question.
The publication dates of financial results are disclosed before the start of the upcoming accounting period, and they are made available on Musti Group’s investor pages.
11. Changes, deviations and maintenance
The CEO, or a person named by the CEO, is responsible for the monitoring and interpretation of Musti Group’s disclosure policy. The CEO, CFO and Head of IR provide additional information on the disclosure policy.
The CEO is entitled to deviate from the policy in specific cases where there is good cause to do so within applicable laws and regulations.
Musti Group’s Board of Directors decides on changes to the disclosure policy. The Leadership Team may make minor or technical alterations to this document.