This Disclosure Policy describes Orthex Corporation’s (“Orthex” or the “Company”) key principles for disclosing price sensitive information to the Company’s stakeholders and communicating with the capital markets. The principles set in the disclosure policy govern Orthex and its subsidiaries.
In its communications, Orthex complies with Finnish legislation, stipulations contained in the regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (Market Abuse Regulation, “MAR”), Nasdaq Helsinki Ltd’s (“Nasdaq Helsinki”) rules and guidelines, the guidelines of ESMA (European Securities and Markets Authority) and the Finnish Financial Supervisory Authority. The Company also complies with the Finnish Corporate Governance Code for listed companies and with the Company’s internal rules and guidelines.
Orthex‘s Board of Directors has approved this disclosure policy on 17 December 2020.
1. Objectives and principles
The objective of Orthex’s communications is to ensure that all market participants have simultaneously and without delay access to equal, sufficient and substantial information on the material factors relating to the Company and its business, which factors may have an effect on the value of Orthex‘s financial instruments, and that the information disclosed gives correct and sufficient information on the Company’s operations.
The key principles of Orthex’s investor communications are openness, timeliness, reliability, transparency, consistency, comprehensibility and impartiality. The Company communicates consistently both positive and negative matters.
Orthex’s official reporting language is Finnish. All stock exchange releases and press releases are published in Finnish and English.
2. Disclosed information
Disclosure comprises the obligation to disclose periodic and ongoing information. The Company discloses information under the disclosure obligation as soon as possible and simultaneously to all stakeholders.
The reports covered by the periodic disclosure obligation include key information about the Company’s financial situation, results and the development of those. The Company reports its financial figures at group level.
The Board of Directors’ report including the statement of non-financial information, financial statements and auditor’s report are published no later than three weeks prior to the Annual General Meeting deciding on their approval. In addition, Orthex publishes a corporate governance statement and remuneration report in connection with publishing the Board of Directors’ report.
Inside information to be disclosed as soon as possible may include:
- Major changes in strategy
- Major investment decisions
- Significant organisational changes
- Significant acquisitions, divestments, agreements on joint ventures and financial arrangements
- Changes in the Board of Directors, Management Team or the auditors
- Major changes in future outlook
- Significant legal actions or other proceedings by authorities and decisions ruled the proceedings
Further, the Company publishes stock exchange releases on managers’ transactions and other matters to be disclosed in accordance with the Nasdaq Helsinki rules.
Stock exchange releases and press releases
The releases published by Orthex are divided into two categories: stock exchange releases and press releases. The category of the release is determined by the materiality and significance of the information.
Stock exchange releases
The Company discloses insider information and other matters specified in section two as a stock exchange release as soon as possible. In addition, information disclosed according to the periodic disclosure obligation is published by the Company through a stock exchange release.
The stock exchange releases are submitted to Nasdaq Helsinki and main media and published on the Company’s website.
Press releases targeted to general and industry media provide information about Orthex’s regular business news that do not fulfill the criteria for a stock exchange release but are assessed to be newsworthy or otherwise of interest among stakeholders of the Company.
3. Disclosure obligation of insider information and delay of disclosure
The Company publicly discloses the insider information as soon as possible, unless the disclosure is delayed in accordance with the MAR, whereupon the conditions of delay of MAR need to be met. In accordance with provisions of MAR, the Company may delay disclosure of insider information provided that all of the following conditions are simultaneously met:
- disclosure of information is likely to prejudice the legitimate interests of the Company,
- delay of disclosure is not likely to mislead the public, and
- Orthex is able to ensure the confidentiality of such insider information.
The Company’s Board of Directors and the CEO together decide on delayed disclosure of information based on an assessment of the fulfilment of the conditions therefor. Exceptionally, the CEO may decide on the delayed disclosure alone, provided that it is justified by the urgency of the matter.
In connection with the decision to delay the disclosure of information, the preconditions for postponement are documented, an insider register concerning the matter is established and a formal decision on postponement is made. The Company discloses the delayed information to the public as soon as possible after the conditions for the delay are no longer met. The Finnish Financial Supervisory Authority will be notified about the delay in connection with the disclosure of the insider information.
Orthex’s insider instructions and insider management comply with the requirements of the MAR and provisions issued thereunder. In addition, Orthex complies with the Company’s own insider guidelines, approved by the Board of Directors.
A person with managerial responsibilities within the Company or who has been defined to be subject to the trading restriction may not, directly or indirectly, execute transactions on their account or for the account of a third party during a closed period. The closed period commences thirty (30) days prior to the publication of the financial statements release, half year report or interim report in question and ends 24 hours after publishing of the financial statements release, half year report or interim report. The Company does not repurchase its own shares during this period.
The Company applies a so-called whistleblowing system, which enables the Company’s employees to notify, where there is a reasonable suspicion that someone employed by or at the service of Orthex has breached securities market legislation and provisions. If a doubt on a breach arises or if a breach can be substantiated, the case is taken to the competent authorities for investigations.
5. Future prospects and profit warnings
Orthex publishes as stock exchange releases without undue delay any changes occurring in future prospects (profit warning), if it evaluates that the development of its result or its financial position or estimates concerning future prospects deviate significantly, either positively or negatively, from the information previously published by the company or what can be reasonably derived from the information published by the Company, and if such a deviation may have a material impact on the value of the company’s financial instruments. A decision to issue a profit warning is based on information previously given by Orthex and on prevailing market conditions.
The decision to issue a profit warning is made by the Board of Directors and the CEO together.
6. Communication channels
The primary channel for investor communications is Orthex’s website. On its website, Orthex aims to provide reliable and timely information to ensure that the Company’s stakeholders have sufficient information to support the valuation of the Company and its securities.
Orthex’s stock exchange releases are distributed simultaneously to Nasdaq Helsinki, the main media and Orthex’s investor pages. Stock exchange releases and press releases published by Orthex are made available on the Company’s investor pages for at least five years after their release. Financial reports, corporate governance statements and remuneration reports are maintained for at least ten years after their release.
Other relevant materials, such as presentations, webcasts and phone conferences will remain available on Company’s website at least for five years.
The Company uses social media in its communications. However, social media is not the primary communication channel for information under the disclosure obligation.
7. Investor, analyst and media relations
Orthex actively meets with capital market and media representatives and responds to queries submitted by shareholders, investors, analysts and the media without undue delay. Communications with investors and analysts is primarily carried out by the CEO and CFO of Orthex. Media events are coordinated by group communications.
The objective of the meetings is to provide information on Orthex and its operating environment. Discussions with the media and capital markets representatives are based on information previously published by the Company or on information generally available to the public. New undisclosed or supplementary information that may have an effect on the value of Orthex’s financial instruments and that may constitute insider information together with the previously published information will not be published during these events.
Analysts covering the Company and their estimates on the Company may be published on the Company’s website. Any opinions, estimates or forecasts regarding the Company’s performance made by analysts are theirs alone and do not represent opinions, forecasts or predictions of the Company or its management.
Upon request, the Company 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. The Company does not comment or take any responsibility for estimates or forecasts made by capital market representatives. The Company does not comment on the Company valuation or price formation of the Company’s financial instruments, give preference to any particular analyst or distribute analyst reports to the investment community.
8. Responsibilities and spokespersons
The Board of Directors addresses and approves the financial statement, report of the Board of Directors, half year reports and interim reports. The Board of Directors is primarily represented by the chairman.
Reports and releases published according to the periodic disclosure obligation are also approved by the Board of Directors. In addition, the Board of Directors approves significant stock exchange releases, such as the release regarding the appointment of the CEO. Disclosure of insider information and other stock exchange releases are approved by the CEO or secondary by the CFO.
According to law, the Company is represented by the Board of Directors in all matters and by the CEO in all matters within the competence of the CEO. The CEO, group CFO or other person authorized by the CEO is entitled to issue statements on behalf of Orthex. The CFO represents the Company in matters related to the Company’s financial performance. The Marketing Director is primarily in charge of media relations.
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.
9. Rumours and leakages
Orthex does not comment on market rumours, its share price development, customers or competitors, or business issues under preparation unless it is necessary to correct relevant or incorrect information. The Company may consider publishing a stock exchange release to correct clearly incorrect or misleading information that is likely to have a significant impact on the price of the Company’s financial instruments.
In the event that confidential and material information has leaked to the public or the confidentiality of insider information cannot be guaranteed, the Company will disclose the matter as a stock exchange release as soon as possible.
10. Silent period
Orthex adheres to a 30-day silent period before the publication of an interim report, half year report or financial statements release. During this time, the Company will not give comments to the media or other parties on the Company’s financial position, markets or future outlook. During the silent period, the Company will not meet with capital markets representatives.
If an event during the silent period requires immediate publication, Orthex will publish the information without delay in accordance with regulations regarding the disclosure obligation and can comment on the matter in question.
11. Interpretation, deviations and updates
The CEO, or a person named by the CEO, is responsible for the monitoring and interpretation of this disclosure policy. The CEO is entitled to deviate from the policy in specific cases where there is good cause to do so within applicable laws and regulations.
Orthex’s Board of Directors decides on possible changes to the disclosure policy. The Management Team may make minor or technical alterations to this policy.