ENVESTRA LIMITED
CONTINUOUS DISCLOSURE POLICY
1. CONTINUOUS DISCLOSURE
As a public listed company, Envestra Limited (Envestra) has continuous disclosure obligations to ensure trading in its securities is conducted on a fair basis.
1.1 Commitment to Continuous Disclosure Envestra is committed to:
- ensuring that shareholders and the market are provided with full and timely information about its activities;
- complying with the continuous disclosure principles contained in the ASX Listing Rules and the Corporations Act;
- preventing selective or inadvertent disclosure of material price-sensitive information; and
- ensuring that all shareholders have an equal opportunity to receive externally available information issued by Envestra.
This Policy has been adopted by the Board of Envestra to assist the Directors and staff to comply with the continuous disclosure laws.
1.2 Purpose of the Policy
The purpose of this Policy is to:
- record and communicate Envestra’s commitment to continuous disclosure;
- outline the general procedures followed by Envestra to ensure compliance with continuous disclosure obligations;
- address specific issues in relation to continuous disclosure with regard to:
- company spokesperson and media enquiries;
- briefings/roadshows;
- review of draft analyst’s reports;
- communication of ASX Announcements; and
- ASX queries/market rumours.
2. INFORMATION REQUIRING DISCLOSURE
Envestra must comply with the law regarding continuous disclosure.
The general continuous disclosure rules are contained in ASX Listing Rules 3.1, 3.1A and 3.1B. In effect, Envestra is obliged (subject to specific exceptions) to advise the ASX of any information that a reasonable person would expect to have a material effect on the price or value of securities.
Failure to comply with Listing Rule 3.1 is an offence under the Corporations Act: Section 674 Corporations Act.
The ASX has issued a Guidance Note to assist public listed companies to comply with Listing Rule 3.1.
The Australian Securities and Investment Commission has also issued a set of guidance principles to assist companies to comply with continuance disclosure obligations entitled “Better Disclosure for Investors”. These guidance principles are incorporated into the ASX Guidance Note.
3. DISCLOSURE PRINCIPLES
Envestra must immediately notify the market by announcement to the ASX of any information concerning the business of Envestra that a reasonable person would expect to have a material effect on the price or value of Envestra securities.
The only exception to this disclosure principle is that permitted under Listing Rule 3.1A where a company may withhold disclosure if all three of the following criteria are satisfied:
- a reasonable person would not expect the information to be disclosed;
- the information is confidential and the ASX has not formed the view that the information has ceased to be confidential; and
- one or more of the following applies:
- it would be a breach of the law to disclose the information;
- the information concerns an incomplete proposal or negotiation;
- the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
- the information is generated for the internal management purposes of Envestra;
- the information is a trade secret.
The exceptions only apply if the information is kept confidential. It is, therefore, essential that information which is to be withheld is and remains subject to strict confidentiality obligations and is not leaked. If the information has been leaked, even in breach of a duty of confidentiality, it is no longer confidential, and disclosure of the information to ASX will be required.
The type of information which is covered could include:
- change in revenue or profit or loss forecasts;
- change in asset values or the amount of liabilities;
- decisions of regulatory authorities in relation to the business of Envestra; and
- material information effecting Envestra’s operator, Origin Energy Asset Management Limited.
Information that has or “ought reasonably to have” come into possession of a director or manager in the course of his or her duties is required to the disclosed: Listing Rule 3.1. Consequently, managers are required to keep up-to-date with all matters within their responsibility which may be or become material.
In addition, if the ASX considers that there is or is likely to be a false market in Envestra’s securities, and asks Envestra to give it information to correct or prevent a false market, Envestra must give ASX the information needed to correct or prevent a false market.
4. PERSONS RESPONSIBLE FOR CONTINUOUS DISCLOSURE
The Company Secretary of Envestra shall oversee and administer all continuous disclosure procedures relating to Envestra. Accordingly, where an employee considers that a matter may be required to be disclosed to the ASX, that employee must immediately report the matter to his or her manager. If considered appropriate, the manager must immediately contact the Company Secretary (or her delegate) to advise of the details of the matter.
The Company Secretary must consider each matter raised as potentially requiring disclosure to the ASX. The Company Secretary may, where appropriate, seek external legal advice on whether a particular matter requires disclosure to the ASX.
The Company Secretary will, where appropriate, discuss matters of continuous disclosure with the Managing Director and/or Chairman of Envestra. As a general rule, no announcement to the ASX is to be made without the approval of the Managing Director or Chairman, except for announcements of a procedural or mandatory nature. In matters of urgency and where the Managing Director and Chairman are not available, the Company Secretary may make announcements to the ASX without consultation with the Managing Director and Chairman.
In such circumstances, however, the Company Secretary must use reasonable endeavours to contact another Director of the Board prior to any announcement to seek approval to that announcement.
5. BOARD APPROVAL
The Board will approve the text of any announcement which contains or relates to financial forecasts or material which is significant as regards Envestra policy or strategy.
Where the urgency of the subject matter precludes reference to the full Board, an announcement may be approved by the Directors who are available.
Significant announcements of a recurring nature, such as Envestra’s half year and end of year results, are as a matter of course presented for consideration by the full Board prior to their release to the market.
6. TRADING HALTS
Envestra may, in exceptional circumstances, request a trading halt to prevent the emergence of a false or uninformed market for Envestra’s securities to manage disclosure issues. Any decision to request a trading halt must be made in consultation with Board members.
7. ANNOUNCEMENT PROCEDURES
All continuous disclosure reporting to the ASX is to be made through the Company Secretary’s office and in compliance with the Company Announcements Platform facility under the ASX Listing Rules. In effect, all announcements are e-lodged through the ASX Online e-lodgement system. The Company Secretary is responsible for maintaining the security of access to ASX Online for e-lodgement purposes.
To the extent practicable, all announcements to be made to the ASX shall be reviewed in advance by the Managing Director, Chief Financial Officer, Company Secretary, Commercial Manager and Manager, Corporate Services.
The Company Secretary shall report to the Board at its regular meetings on the status of announcements made to the ASX.
8. COMPANY SPOKESPERSONS AND MEDIA ENQUIRIES
8.1 Envestra spokespersons must not disclose the subject matter of an ASX announcement to the media or any other members of the public until Envestra has received an acknowledgement from the ASX of receipt of the announcement.
8.2 Envestra shall keep to a minimum the number of spokespersons who have authority to speak on behalf of Envestra on corporate matters. This Policy relates to “corporate matters” only, meaning matters which could have an effect on the price of Envestra’s securities. Non-corporate matters typically relate to advertising and sponsorship matters. Non-corporate matters are not subject to this Policy.
8.3 The only Envestra employees authorised to make any public statements to the market on behalf of, or attributed to, Envestra are those who have the prior approval of the Managing Director. The only employees authorised to speak on behalf of Envestra in this context are:
- Managing Director;
- Chief Financial Officer;
- Company Secretary; and
- Manager, Corporate Services.
- from investors or analysts; or
- from the media to Envestra’s Manager, Corporate Services or Chief Financial Officer.
8.4 In regard to queries from the media, the primary spokesperson for general corporate matters is the Managing Director, assisted where appropriate by the Chief Financial Officer and the Company Secretary. For matters relating to corporate governance, the Chairman is the primary spokesperson.
8.5 The Manager, Corporate Services is the primary spokesperson for responding to enquiries from institutional and other large shareholders and from stockbrokers, analysts and specialist financial and banking publishers.
8.6 The Company Secretary is the primary spokesperson for responding to enquiries from small shareholders. However, all shareholders’ enquiries at first instance will be referred to Manager, Corporate Services for vetting as appropriate.
8.7 The Managing Director, Chairman, Chief Financial Officer, Company Secretary and Manager, Corporate Services shall each take responsibility to ensure that they are kept up to date with the status of public disclosure of information relating to Envestra. In addition, the Company Secretary and Manager, Corporate Services will ensure that copies of the following documents are distributed on a timely basis to the Managing Director, Chairman, Non-executive Directors and Chief Financial Officer:
- Envestra’s ASX announcements and major articles relating to Envestra;
- major analysts’ reports on Envestra; and
- any other relevant materials.
8.8 The Manager, Corporate Services will assist the Managing Director and Chairman in dealings with media enquiries. Generally, media interviews are conducted by the Managing Director. The Manager, Corporate Services shall attend to assist in ensuring there is no disclosure of price-sensitive information that has not previously been disclosed to the market.
8.9 This Policy refers to “primary spokespersons”. Where that spokesperson is not available to answer any particular enquiry, then one of the other of the Managing Director, Chairman, Chief Financial Officer, Company Secretary or Manager, Corporate Services shall take on the responsibility for that enquiry, as appropriate.
9. BRIEFINGS/ROADSHOWS
9.1 Briefings to analysts/institutions/stockbrokers and roadshows are encouraged to enhance a greater understanding of Envestra. Any written materials containing new price sensitive information to be used in briefing the media, institutional investors and analysts must be lodged with ASX prior to commencement of the briefing. To assist in this process, all information to be presented at briefings/roadshows must first be forwarded to the Company Secretary for vetting. In addition, Envestra’s general policy is to give ASX copies of slides and presentations used in briefings or roadshows for release to the market prior to the briefing.
9.2 In order to prevent inadvertent disclosure of price-sensitive information, Envestra imposes communication blackout periods for financial information between the end of financial reporting periods (31 December and 30 June) and the announcement of results to the market. Any briefings or media contact in this period are the subject of specific announcements to ASX.
9.3 If price-sensitive information is inadvertently disclosed at a briefing or roadshow, then the information must be announced immediately to the ASX.
9.4 If an analyst asks a question at a briefing or roadshow which touches on a price-sensitive area, then the spokesperson can only use publicly available information in the answer. Where this is not possible, then the Envestra spokesperson should decline to answer the question or take it on notice and answer it after a general disclosure to the ASX has been made.
10. REVIEW OF DRAFT ANALYSTS’ REPORTS
10.1 Envestra may sometimes be requested to review draft analysts’ reports on Envestra, prior to publication. These draft reports may contain financial projections.
10.2 Any review of such draft reports by officers of Envestra will be administered by the Chief Financial Officer and will be restricted to material previously disclosed or material in the public domain with regard to:
- amending factual errors; and
- reviewing underlying assumptions.
Envestra must not be responsible for and must not endorse analysts’ research reports on the Company.
10.3 Under no circumstances should an Envestra officer expressly or impliedly approve or disapprove such financial projections.
11. COMMUNICATION OF ASX ANNOUNCEMENTS
11.1 All information disclosed to ASX in compliance with this Policy will be posted promptly on Envestra’s website, following receipt of confirmation from ASX. The Envestra Board will also be provided with copies of all information disclosed to the ASX. The Company Secretary and Manager, Corporate Services will liaise to ensure that no inappropriate information is placed on the website. The Manager, Corporate Services is responsible for the contents of the website.
11.2 Access to the website by investors or potential investors should be made as simple as possible. In particular, no password will be required to access this information.
12. ASX QUERIES/MARKET RUMOURS
12.1 Envestra’s employees are aware of the importance of maintaining confidentiality in respect of matters with which they are involved.
12.2 Any information relating to market rumours or leaks relating to Envestra must be advised to the Company Secretary immediately. The Company Secretary will then take steps to ascertain as far as practicable the veracity of the leak or rumour and the degree that the leak or rumour exists in the market place.
12.3 Before commenting on a leak or rumour, the Company Secretary must consult with the Managing Director and, if appropriate, the Chairman to assess whether it is appropriate for Envestra to respond to the leak or rumour. If considered appropriate, the leak or rumour will be responded to by Envestra through an announcement to the ASX. Envestra’s general policy, however, which must be observed by all employees, is not to comment on market speculation or rumours.
12.4 If the ASX verbally queries Envestra on a leak or rumour, the Company Secretary must immediately advise the Managing Director and/or the Chairman of the query. If the ASX sends a formal written request to explain a leak or rumour, then the Company Secretary will copy that request to all Directors.
12.5 The Managing Director and Chairman, in consultation with the Company Secretary, Chief Financial Officer and, where appropriate, other Directors, or the Manager, Corporate Services will oversee the response to any ASX enquiry. Given that such enquiries usually require a quick response, some flexibility is needed in this Policy to ensure a timely response is provided to the ASX.
13. POLICY BREACHES
Breaches by employees of Envestra’s Continuous Disclosure Policy may lead to disciplinary action, including dismissal in serious instances.
14. AMENDMENT OF THIS POLICY
14.1 This Policy has been adopted by the Board of Envestra. Any amendment to this Policy can only be approved by the Board.
14.2 The Company Secretary shall review this Policy annually to ensure compliance with the Corporations Act, the ASX Listing Rules and corporate governance best practice.
Dated: June 2005