This disclosure policy describes the key operating principles that VMP Plc (“VMP” or the “Company”) adheres to in its investor relations and financial reporting. The disclosure policy will be reviewed and updated when needed.
In its communications, VMP adheres to Finnish and the EU’s legislation, the rules of the First North Finland market maintained by Nasdaq Helsinki Ltd, the rules and regulations of the Financial Supervisory Authority and other authorities. VMP also adheres to the Finnish Corporate Governance Code for Listed Companies, the Company’s internal policies and other guidelines.
Objectives and principles
The objective of VMP’s communication with capital market representatives is to ensure that all market participants have simultaneously and without delay equal, correct and sufficient information on the Company and its business that can affect the valuation of the Company’s securities. The disclosed information must provide correct and sufficient information on VMP’s operations. The principles of the disclosure policy concern VMP Plc and its subsidiaries and associated companies.
VMP’s key communication principles are timeliness, reliability, transparency, consistency and fairness. The Company communicates both positive and negative information clearly and extensively to all stakeholders. VMP publishes press releases as soon as possible and simultaneously to the markets and relevant stakeholder groups.
VMP’s official reporting language is Finnish. All Company and press released are published in Finnish and English.
Responsibilities and spokespersons
The Board of Directors addresses and approves the financial statement, report of the Board of Directors, half-yearly financial report and interim reports. The Board of Directors also approves significant company releases. In case the Board of Directors cannot be summoned immediately, the CEO or CFO together with one member of the Board of Directors are responsible for the implementation. Other company releases are approved by the CEO or CFO. VMP’s company releases are reviewed by an approved advisor in accordance with the rules of the First North Finland market, maintained by Nasdaq Helsinki Ltd.
The CEO, group CFO or other person authorized by the CEO is entitled to issue statements on behalf of VMP.
The group CEO and CFO are in charge of VMP’s relations with representatives of the capital markets. The CFO is in charge of VMP’s financial communications and reporting. The implementation and coordination of financial communications is centralized into group communications.
Group communications is in charge of VMP’s media relations. Individual business units or group-level functions are represented by the manager of the said business unit or a designated representative.
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.
Financial information is disclosed primarily on the group level.
Financial reporting and other regular reporting
VMP publishes information regarding its financial position and development in interim and half-yearly financial reports, financial statements and the report of the Board of Directors. The Company publishes according to a previously announced schedule two interim reports, a half-yearly report and financial statements release annually.
VMP also publishes a corporate governance statement and a remuneration statement annually.
In accordance with the securities market regulations and other relevant guidelines, VMP publishes as soon as possible all decisions, matters and events, which the Company evaluates to have a significant effect on the price of VMP’s securities (for example shares) or their derivatives. The company release is also used to disclose information based on the obligation of the rules of First North Finland market, maintained by Nasdaq Helsinki Ltd as well as other applicable Nasdaq Helsinki Ltd rule (such as management transactions, notice of the General Meeting and decisions of the General Meeting), although such releases do not include information affecting the price. The following events, when significant for VMP, are generally regarded to have an effect on the price:
- Significant company acquisitions, investments, divestments or arrangements
- Significant rearrangements, efficiency procedures or discontinuation of functions or operations
- Significant changes in the Company’s result and/or financial positions
VMP discloses the insider information as soon as possible. The Company may with just cause delay disclosure of insider information, provided that all of the following conditions are met:
- immediate disclosure is likely to prejudice the legitimate interests of VMP;
- delay of disclosure is not likely to mislead the public; and
- VMP is able to ensure the confidentiality of such insider information.
The decision on the delay of disclosure of information is made by the Board of Directors or an instance authorized by the Board of Directors. The Company has an internal process in place for continuously monitoring the conditions for delay and for disclosing the information without delay in a possible information leak situation. VMP discloses the delayed information as soon as possible after the conditions for delay are no longer fulfilled. The conditions for delaying the disclosure of insider information do not apply to profit warnings, which shall always be disclosed as soon as possible.
Press releases targeted at general and industry media provide information about events related to the Company’s business that do not fulfil the criteria for a stock exchange release but are estimated to be newsworthy or otherwise of interest among capital market participants or the media. Company acquisitions that do not fulfil the criteria for a company release are primarily disclosed by means of a press release.
Outlook statement and profit warnings
VMP shall annually disclose its outlook statement as part of the financial statement release and update the outlook when needed. The outlook statement is based on the Company’s current view assessment of the group’s and its business functions’ development. In uncertain market circumstances, VMP’s Board of Directors can decide to withhold from issuing a statement.
A profit warning will be issued without undue delay if the Company’s view on the development of the Company’s financial outlook has changed significantly in a positive or negative manner and is likely to have a significant effect on the price of the Company’s securities. The assessment is based on a statement previously made by the Company or on what can reasonably be expected based on previously disclosed information.
The main source of information for real-time investor information is VMP’s investor pages, which is made available for all investors equally. On its web pages, VMP aims to provide reliable timely information to ensure that investors have sufficient information to support the valuation of the Company and its securities.
VMP’s company releases are distributed simultaneously through VMP investor pages and the release distribution platform. Company releases and stock exchange releases published by VMP are made available for investors 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.
VMP also has different means and channels for disclosing information to stakeholder groups, such as different publications, interviews and public appearances.
The Company uses social media in its communications. Social media is not the primary communication channel for information under the disclosure obligation but supports the other channels.
Investor, analyst and media relations
VMP actively meets with capital market and media representatives and responds to queries submitted by investors, analysts and the media via phone or email without undue delay. The Company can arrange meetings with the media and analysts in connection with financial results. VMP arranges, when needed, background information events, such as the Capital Markets Day around different themes. Material from the events shall be published on the Company’s website before the start of the event.
Communications with investors and analysts is carried out by the CEO and CFO of VMP. Media events are coordinated by group communications.
The objective of the meetings is to provide information on VMP and its operating environment. During meetings, information is provided within the limits of previously publicly disclosed information and accurately in accordance with such information. New, yet undisclosed information or complementary information that in conjunction with previously disclosed information could constitute information which could affect the price of VMP’s securities shall not be provided at these meetings.
Analyst and consensus forecasts
VMP monitors analysts’ statements and estimates on the Company. Analysts’ opinions, estimates and forecasts are their own and do not represent or reflect the opinions, estimates or forecasts of the Company or its management. The Company does not comment on statements or estimates made by analysts.
Upon request, the VMP’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.
Rumours and information leaks
VMP issues statements on its own operations and generally does not comment on the operations of its competitors, suppliers or customers.
VMP does not comment on market rumors, unless it is necessary to correct relevant or clearly inaccurate information. VMP 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 share.
In the event that confidential and relevant information has leaked to a third party outside the Company’s statutory insiders, the Company will disclose the matter as a company release as soon as possible.
VMP adheres to a 30-day silent period in its investor and media relations before the publication of interim reports, a half-yearly financial report or financial statement release. During this time, the Company will not meet with representatives of capital markets or media, nor comment on the Company’s financial position, markets or outlook. The publication dates of financial results are disclosed before the start of the upcoming accounting period, and they are made available in the investor calendar of VMP’s investor pages.
If an event during the silent period requires immediate publication, VMP will publish the information without delay in accordance with regulations regarding the disclosure obligation and can comment on the event in question.