TIMELY & BALANCED DISCLOSURE
(Corporate Governance Recommendation 5.1)
1. Introduction
As
a company whose shares are traded on the Australian Stock Exchange
(ASX), Immuron has an obligation to ensure that the market is both
fully and accurately informed about material matters by timely and
balanced disclosure.
The ASX requirement for ‘continuous
disclosure’ of material and price sensitive information ensures that
all investors and other stakeholders are treated equally. The
information disclosed is to be factual and presented in a clear and
balanced way. ‘Balance’ requires disclosure of both positive and
negative information.
In order to ensure that this occurs it is
important that only authorised officers make statements which could
affect the share price and the financial markets understanding of the
Company and its activities.
The following has been prepared to assist company officers in applying these principles.
2. Discussion
There
has always been a need to carefully control the way that information
about the Company’s activities gets into the market place. The
Australian Securities and Investment Commission (ASIC) have a
surveillance monitoring program to minimise unexplained price and
volume movements.
There is a wide variety of parties who are
constantly seeking information about the Company. These include
shareholders, media (all forms), stockbrokers/analysts, fund managers
competitors and the public.
To ensure that only information that
is accurate, balanced and consistently given is publicly available, all
directors, officers and contractors should have in mind the following
policy at all times.
The following policy includes all material that is available to the public including information on the company’s website.
3. Policy
The
Company will make written announcements to ASX as quickly as possible
on any matter which, in the opinion of the directors or chief executive
officer, is material and/or could be considered to be price sensitive.
Except
to the extent required to carry out their duties, company officers and
contractor are not permitted to provide any information about the past,
current or future activities of the Company. In particular staff and
contractor must not discuss anything to do with the Company’s
activities with the media, stockbrokers/analysts and fund managers.
Non-business enquiries from shareholders and the public should be
directed to the people listed below.
The only people authorised to speak on the affairs of the Company or make written public announcements are:
The chairman, the chief executive officer or
Persons delegated from time to time by the chairman or chief executive officer, or
in the case of authorised written announcements, the company secretary
Due to the seriousness of the matter anyone who does not adhere to this policy could be subject to dismissal.
4. Procedure
The
chief executive officer is primarily responsible to ensure that this
Policy is adhered to. Other directors should raise any matters of
concern with the chairman.
Once the chief executive officer has
become aware that any material matter has occurred, or is likely to
occur in the near future, which could impact on the share price he/she
will immediately;
Verify the facts of the matter,
Arrange for a draft announcement to be prepared,
Ensure
that the draft is factual, does not omit any material information
(either positive or negative) and is clear and objective,
Circulate the draft to all directors who are to respond immediately,
After
consultation with the chairman, (or at least one other director if the
chairman is not available) release the agreed announcement to ASX, and
After receiving ASX confirmation, put the announcement onto the Company’s website and advise senior staff.
The agenda for every board meeting will include an item dealing with compliance with this Policy.
The
chief executive officer will ensure that company officers and
contractors are aware of this Policy and that measures are taken to
avoid emergence of a false market and ensure the safeguarding of
confidential information.
Analyst briefing and responses to
shareholder and others will only cover those matters that have
previously been released to the public.
Amended by the board of Anadis Limited 16 June, 2004.