Policy approver: Talenom Plc’s Board of Directors
Person responsible for policy: Talenom Plc's CEO
Policy approved by: 17 June 2016
Policy updated on: 26 November 2019
1. General Information
Talenom Plc’s (Talenom, the Company) shares are quoted on the official stock exchange list maintained by Nasdaq Helsinki Oy.
This disclosure policy, approved by Talenom’s Board for Directors, describes the key principles and policies according to which Talenom communicates with the various parties involved in capital markets. The disclosure policy is reviewed and updated as necessary.
The aim of Talenom's communications is to ensure that all market participants have relevant and sufficient information at their disposal, simultaneously and without delay, in order to determine the price of Talenom's financial instruments, such as its share.
The Company publishes any direct insider information it has concerning the Company as soon as possible in a stock exchange release. Such insider information is by its nature accurate and undisclosed information which, if disclosed, would likely have a significant impact on the prices of the Company's financial instruments or related financial derivatives. The Company may decide to delay disclosure of insider information in certain circumstances. The publication and delaying disclosure of insider information are discussed in Sections 4.1 and 4.2 of this policy.
The Company's objective is to continuously produce consistent, reliable, sufficient, and up-to-date information to the market to ensure that the parties to the capital markets have the most transparent and clear view of the Company that can be used to assess the Company's financial situation and the prices of financial instruments. The information provided by the Company is published to the capital markets and other key stakeholders simultaneously.
In its communications, Talenom applies the principle of equal access to information under the Securities Markets Act and the Limited Liability Companies Act, as well as the rules of the Nasdaq Helsinki Stock Exchange. Talenom's communication is based on facts: communication gives a truthful picture of the Company's operations, operating environment, strategy, objectives, and financial performance.
The general principles of communication are transparency, openness, honesty, impartiality, and being active. Talenom consistently communicates on both positive and negative issues simultaneously to all its stakeholders.
The following principles are applied when communicating with the markets:
a. Insider information will be published as soon as possible.
b. Communication is consistent and precise to enable the recipient of the information to assess its impact on the Company's financial situation and future, and on the prices of financial instruments and related derivatives issued by the Company.
c. All stakeholders will receive information likely to have a significant impact on the prices of financial instruments simultaneously with a stock exchange release through regulated communication channels.
d. All releases will be published on the Company's website at www.talenom.fi/investors.
e. All releases will be published in Finnish and English.
2.3. Market rumors, information leaks and market estimates
In principle, Talenom does not comment on possible market rumors. However, if a market rumor has a significant effect on the Company's share price, the Company may consider publishing a release to provide the market with correct information or to correct false or misleading information.
If the market rumor is clearly linked to insider information, whose publication has been delayed in accordance with this disclosure policy and Talenom's insider guidelines, and the rumor is sufficiently accurate to indicate that the confidentiality of the information is no longer guaranteed, Talenom will publish the information in a stock exchange release as soon as possible. If Talenom becomes aware that insider information has been leaked from the Company before it is released, the Company will publish the information in a stock exchange release as soon as possible.
Talenom does not correct analyst estimates or comment on the Company's valuation nor the price development of the share. Talenom is not responsible for any estimates made by capital markets representatives, nor does it comment on them. Upon request, the Company may review an analysis or report prepared by an analyst for the accuracy of the data but does not comment on the conclusions drawn.
2.4. Investor Communications
The aim of Talenom's communications is effective communication with the various parties involved in capital markets. The objective of communication to the capital markets is to ensure that relevant information about the Company and its financial instruments, in particular its shares, is available on the market in a timely manner to determine the value of the Company.
Except for the silent period, Talenom's objective is to respond without undue delay to routine questions by shareholders, investors, analysts and the media.
Talenom's management meets investors and share analysts at road shows and meetings that showcase the Company, its business, strategy, and financial performance. Discussions with investors, media and analysts are limited to information already published or publicly available on the market. Thus, these events do not provide insider information, i.e. precise new undisclosed information, which is likely to have a significant impact on the value of the Company's share.
Statements to capital markets on matters concerning Talenom are primarily made by the Company CEO and the Board of Directors when the CEO is prevented from doing so. At the request of the CEO, other Talenom representatives may attend investor meetings. Other persons may issue opinions on matters relating to the Company only with separate authorization from the CEO.
2.5. Release of financial information
Talenom publishes business reviews for the first three months and the first nine months of the fiscal year, as well as a half-year report and financial statement report in accordance with a pre-announced annual schedule. The intention is to report the publication dates for the next financial year before the end of the previous one.
2.6. Silent period
Talenom applies a so-called silent period in its communications, which begins at the end of each quarter and lasts until the publication of the financial statement, half-year report or business review.
During the silent period, Talenom will not comment on the Company's financial situation, markets or future outlook. During this time, the Company’s representatives do not meet with capital market or media representatives or issue statements regarding the Company’s financial position or general outlook. Talenom can, however, answer questions about business events that have been announced during that time.
2.7. Closed period
Talenom applies a closed period before publishing its results. During the closed period, Talenom’s management or persons involved in preparing financial reporting, or persons under control or supervision of the above, shall not carry out, on their own account or on behalf of a third party, directly or indirectly, any transaction relating to Talenom’s shares or debt instruments, or related to their derivatives or other financial instruments. The closed period starts 30 days before the publication of the Company's interim report or financial statement bulletin and ends on the day following the publication of the results.
The Company's management covered by the closed period includes:
A person covered by the closed period is responsible for compliance with the restrictions, even when the management of their securities has been assigned to another person, such as a portfolio manager.
2.8. Future outlook
Talenom will publish its views on the Company's future outlook to the capital markets annually. The statements are approved by the Board of Directors.
The outlook for the next financial year will be published at the latest in the financial statement release. The presented outlook is always based on the Company's management's current view of the Company's development. The outlook will be published in the financial statements, half-year reports, and business reviews. They are also published on the Company's website and in the annual report.
2.9. Profit warning
Talenom will issue a profit warning as soon as possible if the Company estimates that the development of its result or financial position has become substantially more positive (positive profit warning) or negative (profit warning) than it has previously published.
The need for a profit warning is assessed and decided by the Board of Directors on proposal from the CEO.
A stock exchange release is always published on the profit warning.
2.10. Crisis and exceptional situations
In the event of a crisis or a situation that may develop as such, the CEO or, in their absence, the Board of Directors shall gather a crisis management team to deal with the situation and provide information on it. Talenom aims to ensure that the right people are available to the media and other stakeholders even in a crisis.
2.11. General Meetings
The CFO is responsible for organizing the general meetings and the Chairman of the Board of Directors for their contents. The Company's Communications Department (as defined below) is responsible for the preparation and distribution of information related to the meeting.
Talenom's investor relations and compliance with applicable communications regulations are the responsibility of the Company's CEO and Board of Directors.
The CEO of the Company decides to disclose or to delay disclosure of insider information and informs the Board of Directors of any significant orders or contracts received by the Company, any situation that significantly affects its financial performance (see Section 2.9 above), significant actions brought against the Company, and other legal proceedings or regulatory measures that are assessed to be insider information concerning the Company.
Communication on other matters covered by the continuous and regular disclosure obligation are decided by the Board of Directors.
Only the CEO of Talenom and when they are prevented from acting, the Board of Directors, have the right to make public statements about information concerning the Company. Other persons may make statements only if authorized by the CEO.
Talenom’s CEO is responsible for monitoring and interpreting this disclosure policy. The CEO and the CCO together have operational responsibility for communication, if the CEO is prevented from acting, the Board of Directors has responsibility, and if the CCO is prevented from acting, the CAO has responsibility.
4.1. Stock Exchange Releases
Talenom publishes, insider information directly relevant to it as soon as possible in a stock exchange release. The Company itself assesses whether the information it possesses is insider information.
When assessing possible insider information, the Company will consider the facts and circumstances of each individual case in light of whether a reasonable investor would be likely to use the information as a basis for their investment decision. In the assessment, the Company will consider factors such as:
The expected extent or importance of the decision, fact and circumstance in relation to the Company's activities as a whole
The relevance of the information to factors most affecting the price of the Company's financial instruments
Insider information can include, for example:
In the same way, Talenom also publishes other information required by stock exchange rules, such as invitations to general meetings and decisions of general meetings, relevant changes in the Company's management, and proposals and decisions on share issue authorizations.
The stock exchange releases are subject to review by Talenom's CEO, the legal advisor of the Company checks, and the Board of Directors approves the releases prior to their publication.
4.2. Delayed disclosure of insider information
Talenom may, under its own responsibility, delay disclosure of insider information to the public if all of the following conditions are met:
a. immediate disclosure is likely to prejudice the legitimate interests of the Company;
b. delayed disclosure is not likely to mislead the public; and
c. the Company is able to ensure the confidentiality of that information.
The decision to delay disclosure of insider information is taken by the CEO or by a person appointed by them based on an assessment of the fulfillment of the criteria for delaying insider information. The assessment and the decision to delay is made in writing, the decision is dated (including the time) and the assessment and decision are kept for at least five years from the date of the decision. The Company's CEO is responsible for the retention.
The Company will continuously monitor compliance with the conditions for the delay to be able to publish the information immediately if the conditions for delaying are no longer met. When the insider information is disclosed, the Company informs the Financial Supervisory Authority in accordance with its instructions.
When the Company takes a decision to delay disclosure, an insider list is established for the relevant insider information.
4.3. Press releases
Talenom can also publish other business events in press releases. Press releases describe issues that do not meet the criteria of stock exchange releases but are judged to be news-worthy or otherwise of interest to the Company's stakeholders. The CEO approves the press releases prior to publication.
4.4. News articles
In addition to company and press releases, Talenom also publishes news articles on its website that are not automatically sent to the media or other subscribers of the Company's releases. These news articles can be followed on the Company's website. In some situations, the Company may also publish these minor issues through Nasdaq Helsinki to key media.
Talenom publishes stock exchange and press releases as well as news via Nasdaq Helsinki to key media in Finnish and English. All releases will be published as simultaneously as possible on the Company's website.
In addition to the releases, Talenom's website www.talenom.fi/investors is the main communication channel for information on the Company's operations and finances to communicate up-to-date information to all stakeholders. The distribution of information is organized so that information reaches all stakeholders at the same time.
To ensure that all stakeholders receive information at the same time, Talenom will publish material used for potential results briefings and analysts’ meetings on its website as soon as possible after the events have ended.
Talenom's reporting languages are Finnish and English.
In insider issues, Talenom, in addition to the applicable legislation and other official instructions required by listed companies, applies the insider guidelines of the stock exchange and the Company's own insider guidelines.
The rules of disclosure are also binding on Talenom's staff. If staff members are informed of insider information, these persons are also informed that the Company's insider guidelines apply to them. They are registered as insiders in the insider list maintained by the Company. In connection with the Company's listing process, Talenom's personnel have been trained on what being an insider of a listed company entails and how the listed company should act within its disclosure obligations.
This disclosure policy has been approved by Talenom’s Board of Directors. Its monitoring and interpretation are the responsibility of the CEO, who will, if necessary, provide further guidance on the practical implementation of the disclosure policy.