Disclosure principles and goals
The purpose of Nurminen Logistics Plc communications policy is to ensure that information is published according to the applicable regulations. The communications principles apply to Nurminen Logistics Plc and its subsidiaries. The Board of Directors of Nurminen Logistics has approved the communications policy.
Nurminen Logistics endeavours to guarantee to all present and future shareholders and creditors the same availability of information. In its communications policy, the company follows Finnish and EU legislation, regulations of the Financial Supervisory Authority, rules of Nasdaq Helsinki Ltd and good practices of investor communications. The main channels of communication are the stock exchange and the Internet.
The President and CEO is responsible for investor communications, and all planned oral and written statements containing information relevant to the valuation of the share are subject to prior inspection and approval by the President and CEO. The President and CEO also decides whether a certain event or piece of information is considered relevant or irrelevant for Nurminen Logistics Plc and/or the development of its share price and whether it should be published. The Board of Directors discusses and approves the annual report and interim reports.
The President and CEO or a party authorised by the President and CEO is entitled to make statements on behalf of the company.
In matters belonging to the competence of the Board of Directors, public statements shall be made by the Chairman of the Board of Directors or the President and CEO, authorised by the Chairman of the Board of Directors. Other members of the Board of Directors do not make statements on behalf of the company.
Ongoing disclosure obligation
Nurminen Logistics Plc publishes in stock exchange releases without undue delay any such decisions, matters and events which are estimated to have a material effect on the value of securities issued by the company or which are considered to be otherwise of higher than usual interest. The company will evaluate the existence of any such effect itself. Stock exchange releases are published in Finnish and in English.
Unless other special reasons exist, the following guidelines apply to the publication of stock exchange releases:
- events, such as acquisitions, divestments, joint ventures or partnerships, changes in cost structure amounting to one million euros as a minimum and/or which have major strategic impact
- orders and sales agreements worth a minimum 10 per cent of the previous reported annual net sales of the business in question
- changes in the capital structure of Nurminen Logistics Plc (such as an increase of share capital or a buy-back of the company’s own shares)
- new information concerning the company’s financial status; information on profit or loss, preliminary information on financial result and relevant changes in the economic development and forecasts
- changes in company management (such as changes in the Board of Directors, appointment of a new President and CEO, appointment of a new member of the Management Team, new auditor)
- any other events of strategic importance to the group.
The above list is not an exhaustive description of material information. The President and CEO will decide on the materiality of the information on a case-by-case basis. In unclear cases, the President and CEO may negotiate on the matter with the stock exchange.
Obligation to disclose periodic information
The publication times of reports falling under the duty to provide periodic information are published in a stock exchange release before the beginning of each financial year. The schedule is also published on the company’s website.
In its interim reports and financial statement release, Nurminen Logistics publishes result guidelines including the outlook for the coming year. Instructions concerning financial outlook contain an estimate of net sales and profitability. The development of net sales and profitability are described verbally and/or numerically against the comparison period. In highly uncertain market situations, the Board of Directors may decide not to publish the instructions.
Nurminen Logistics Plc applies a 30 days silent period preceding the publication date of annual and interim reports. During this time, the company’s representatives do not meet investors or analysts or comment on the company’s financial position.
A profit warning is issued without undue delay if the development of the company’s result, balance sheet or financial status has changed from what has been communicated previously. This means that a profit warning is a correction to the outlook and instructions published earlier by the company. Profit warnings are always published as stock exchange releases.
Rumours and information leaks
Nurminen Logistics Plc’s main principle is to not comment on any market speculation and rumours, such as those concerning ongoing operations, the development of the share price, the actions of competition or customers or the forecasts of analysts, unless it is required in order to rectify incorrect or misleading information. If confidential information or information affecting the share price is leaked, Nurminen Logistics will immediately issue a stock exchange release on the matter.