Valid as of 12 July 2011 until further notice
Updated on 3 July 2016
This disclosure policy describes the general principles Citycon Oyj (“Citycon” or the “company”) adheres to in its communication with capital market participants. In addition, it defines the responsibilities relating to communications and investor relations.
This disclosure policy aims to increase awareness of Citycon’s disclosure obligations and restrictions as defined in the regulations, guidelines and rules from time to time applicable to listed companies in Finland. In addition, this disclosure policy includes company-specific guidelines for identifying situations where a disclosure obligation arises or may arise.
Citycon prepares its financial statements and interim reports in accordance with the International Financial Reporting Standards (IFRS). In its reporting, Citycon also applies financial and sustainability reporting best practices policy recommendations for listed real estate companies published by the European Public Real Estate Association (EPRA and the sustainability reporting guidelines of Global Reporting Initiative (GRI).
This disclosure policy has been approved by the Citycon’s Board of Directors at its meeting of 12 July 2011 and amended and restated by the Board of Directors, last on 20 June 2016. This policy and its amendments became effective on 3 July 2016 to remain effective from that date until further notice.
The Board of Directors’ Audit and Governance Committee will periodically review this policy and propose modifications to the Board of Directors as and when necessary.
This disclosure policy is available on Citycon’s website and intranet.
2. Objectives and Principles
The primary objective of Citycon’s communication with capital market participants is to increase the company’s appeal as an investment. The company aims to enhance investor-information transparency and improve the recognition of its business and thus generate added value to its shareholders, for example, by maintaining a continuous dialogue on communications and reporting with investors and analysts. The focus of communications is on the creation of long-term value performance.
The guiding principle of communications is to continuously provide the market with accurate, consistent, open and up-to-date information on the company to ensure that capital market participants have as transparent and clear a picture of the company as possible on the basis of which they can reasonably assess the prices of the company’s financial instruments or the price of related derivative instruments. In its communication with capital market participants, the company adheres to the principle of equal and simultaneous access to information and publishes its financial reports and stock exchange releases in compliance with, among others, the European Transparency Directive. The reports and releases are published in Finnish and English. In its communications, the company seeks to apply prevailing market practices and to provide information on similar issues in the same way. If the company finds it necessary to specify or correct information previously published as a stock exchange release, the specified or corrected information will also be published as a stock exchange release, as soon as possible after the need to correct or specify information has been discovered.
3.1 Persons Responsible
The company’s CEO is responsible for the company’s communications. The company’s communications and finance as well as the legal affairs are responsible for the content and preparation of releases and reports. The company’s CEO, CFO or General Counsel, two together, approve each stock exchange release, press release and investor news before it can be published. However, shopping centre specific press releases with a local, commercial nature and relating to campaigns, events or other operations in the shopping centre are approved by the COO or responsible Commercial Director together with the VP, IR and Communications before they can be published.
The CEO, CFO and VP, IR and Communications are primarily responsible for investor and media relations of the company. Citycon’s communications is responsible for coordinating communication with the financial and general media. Only the CEO or CFO can comment on the company’s financial standing and future prospects. In their areas of responsibility, the relevant directors or experts can comment on issues relating to an individual shopping centre, project or operation.
3.2 Communication Channels
The main media of up-to-date information on Citycon is the company’s website www.citycon.com. All financial reports and stock exchange releases published through Nasdaq Helsinki Ltd. are published as soon as possible also on the corporate website, on which all other information for investors, including executive presentations relating to the disclosure of financial results and recordings of these events as well as presentations prepared for regular investor meetings, is also published. All information published will be available on the corporate website for at least five (5) years after their publication. Material for investors published by the company can be ordered via the website at www.citycon.com or by e-mail to firstname.lastname@example.org.
In addition, where a company belonging to Citycon’s group has issued financial instruments subject to disclosure obligations outside of Finland, such disclosures shall be made in accordance with applicable regulations.
3.3 Meetings for Investors, Analysts and the Media
Citycon will respond to the queries of investors, analysts and the media by telephone or e-mail as soon as practically possible, however, noting the restrictions following from the silent period described below.
The company will organise a conference call for investors, analysts and the media in conjunction with the disclosure of its financial results, on which the CEO and/or CFO present the essential content of the disclosure. In addition, the company will hold a press conference in conjunction with significant events or changes, in which, those interested, can also participate by phone. Such significant events or changes include for example acquisitions of material size and significant changes in the corporate strategy.
Citycon organises a capital markets day regularly to provide investors and analysts monitoring the company with background information and insight into the company’s operations. The event can be watched in real-time via the Internet and the material for the event and the recorded webcast will be published on the company’s website.
Citycon proactively meets capital market participants and the media. The company’s VP, IR and Communications manages such events with investors and analysts, and where necessary, the company’s senior executives participate in such events. In addition, Citycon participates in events for institutional and private investors with its partners, such as banks.
Visits to the company’s shopping centres and construction sites of ongoing (re)development projects constitute an important part of the company’s communications. A person responsible for the shopping centre or (re)development project in question may participate in such visits to describe the (re)development plan or property’s catchment area, tenant mix and other local factors.
The purpose of the investor, analyst and the media events is to provide background information on the company and its operating environment. Discussions at these events are based on information published by Citycon or generally available in the market, and will not include any undisclosed information that is likely to have a significant effect on the prices of the company’s financial instruments.
3.4 Silent Period
Citycon adheres to a 21-day silent period before the announcement of its financial reports to prevent premature disclosure of financial information and to ensure equal access to the information. During this period, Citycon will not comment on the company’s business prospects, financial performance or future prospects to investors, analysts or the media. However, if an event occurring during the silent period requires immediate disclosure of information on the event, Citycon will disclose the information as soon as possible in compliance with disclosure requirements and comments on these events when deemed necessary.
3.5 Rumours, Market Speculation and Information Leaks
Citycon will not comment on rumours circulating in the market, speculation by the media, share price performance, competitors’ or clients’ actions or analysts’ assessments. However, if such information has a significant effect on the prices of the company’s financial instruments, Citycon will consider the need to publish a stock exchange release to provide the market with correct information and to promote orderly price formation. Nasdaq Helsinki Ltd. may also require the company to publish information in special circumstances that cause significant uncertainty to unbiased trading or reliable price formation of the company’s financial instrument in the stock exchange.
In case unpublished information that is likely to have a significant effect on the prices of the company’s financial instruments has inadvertently been disclosed to parties outside the company, the company will publish a stock exchange release on the matter. Furthermore, where a rumour explicitly relates to inside information, the company will publish the relevant inside information through a stock exchange release, if the rumour is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured. Information leaks are prevented by maintaining insider lists and by inducting and training personnel on insider issues.
4. Periodic Disclosure Obligation
Citycon regularly discloses information on its financial position in accordance with an annual schedule. The release dates of the financial statements bulletin, the interim reports and the annual and sustainability report as well as the date of the Annual General Meeting for the next financial year will be announced, at the latest, in conjunction with the third-quarter interim report of the previous financial year.
4.1 Interim Report
The company publishes four interim reports (including the financial statements bulletin) every year describing the company’s financial position and business performance. The interim reports are published no later than two (2) months after the end of the period under review. These reports contain financial information for the previous quarter and the reporting period as well as a year-on-year comparison of the results of the previous quarter and the reporting period.
Interim reports provide information on the company’s financial position, financing, outlook, development of profitability, investments, divestments, development projects and other changes in the company’s property portfolio, changes in personnel, sustainability, governance, business environment, short-term risks and uncertainties as well as share capital and shares and special rights entitling to shares.
The essential content of the interim report that is likely to have a significant effect on the prices of the company’s financial instruments is published as a stock exchange release, which includes the entire interim report as an attachment.
4.2 Financial Statements Bulletin, Financial Statements, the Report by the Board of Directors, the Auditor’s Report and the Corporate Governance Statement
Citycon publishes annually, within two (2) months of the end of the financial year at the latest, a financial statements bulletin for the previous financial period and the financial statements. The contents of the financial statements bulletin correspond to the fourth-quarter interim report, and thus the same contents requirements apply as to the interim reports prepared for three, six and nine months. The reporting period for the financial statements bulletin covers in addition to the fourth quarter also the entire financial year. The financial statements bulletin also contains information on the proposed dividend per share and on any equity repayment per share or other distribution of profit as well as an account of the distributable funds. The financial statements bulletin is published as a stock exchange release, which includes the financial results release for the entire financial year as an attachment.
The financial statements include the report by the Board of Directors, IFRS consolidated financial statements, parent company financial statements under FAS and auditor’s report for the accounting period. These documents, together with the corporate governance statement prepared in accordance with the Finnish Corporate Governance Code, are published as appendices to a stock exchange release and posted on the company’s website. However, if the auditor’s report includes a statement other than a standard statement or if it includes reservations, remarks or additional information or if it states that no corporate governance statement has been given or that the statement is inconsistent with the financial statements or other additional information provided by the auditor, the auditor’s report will be published through a stock exchange release as soon as possible.
Based on its financial targets, the company provides guidance on its financial prospects in conjunction with its financial statements bulletin and interim reports. As a general rule, the financial prospects contain estimates of the development of the company’s direct operating profit, operating earnings and operating earnings per share for the current financial year. The company can also provide estimates of the development of other key figures. The published estimates are based on the budget approved by the company’s Board of Directors and the company’s internal updated forecast for the current period, financial targets, the company’s existing property portfolio, development projects and the general market outlook, such as the key figures of the national economy as well as the prevailing inflation and exchange and interest rates.
When providing the guidance, the company can use the following expressions when it assesses the change in the key figures describing its financial result:
- ‘slightly’ when the change is +/– 0–5%;
- ‘moderately’ when the change is +/– 5–10%;
- ‘clearly’ when the change is more than +/– 10%.
4.4 Profit warning
According to the disclosure requirements, a company must issue a profit warning as soon as possible, if the company considers that an estimate or forecast of its financial result, profitability, financial position or other future prospect materially deviates from a previously given guidance or estimate, either positively or negatively.
The CEO and the CFO assess continuously the accuracy of the guidance given to the market and inform the members of the Board of Directors in writing of any material changes without delay. The Board of Directors will decide on issuing a profit warning. A change is considered material at least in cases where the specified prospects materially deviate
- from a previously issued numerical forecast;
- from verbal guidance (e.g. will increase/decrease); or
- where the change in previously published financial key figures has
been expressed verbally and the change exceeds the limits defined in Section 4.3.
A profit warning is always published as a stock exchange release.
5. Continuous Disclosure Obligation
5.1 Stock Exchange Releases
Citycon will, as soon as possible, issue stock exchange releases on information which directly concerns Citycon that is likely to have a significant effect on the prices of the company’s financial instruments unless the disclosure of the information is delayed in accordance with the applicable regulations. The CEO, CFO and/or General Counsel decide on whether the criteria set for a stock exchange release are met and on issuing a stock exchange release. Information published as stock exchange releases includes for example the following:
- Share issues and other issues of securities;
- Notices of General Meetings, Board of Directors’ proposals to the General Meeting and decisions made by the General Meeting;
- Material corporate or real estate transactions, i.e. investments, divestments or joint ventures;
- Material property developments;
- Material financing agreements, i.e. significant credit facility agreements, bonds and convertible bonds and exceptional financial instruments, and breach of related covenants or other material terms and conditions of loans;
- Share-based incentive schemes;
- Material changes in the company’s organisation or corporate structure;
- Changes in the Board of Directors or Corporate Management Committee or change of auditor;
- Material changes in the corporate strategy;
- Profit warnings:
- Other material change in the company’s financial position or profitability;
- Ongoing legal actions or other official processes or decisions made by courts or other authorities that may have a material effect on the company’s financial position;
- Shareholder agreements relating to the company’s shares if known to the company;
- Material changes in the company’s ownership structure and notifications of changes in shareholdings;
- Transactions conducted by members of the Board of Directors or the CEO, members of the Corporate Management Committee, or by persons closely associated with them, when such transactions relate to securities of the company or to derivatives or other financial instruments linked thereto;
- Material related party transactions.
When assessing the need for issuing a stock exchange release, account will be taken of the fact whether similar issues have previously been regarded as significantly affecting the prices of the company's financial instruments and thus been published as a stock exchange release.
5.2 Press Releases and Investor News
Citycon publishes press releases on actions or events relating to the company’s business that do not meet the criteria set for a stock exchange release or investor news (see the next paragraph) but that are of general interest among stakeholders or that have local news value. Such actions or events may relate to a specific shopping centre’s activities or projects, and also include mid-sized and even larger property (re)development projects or real estate transactions which are not expected to have a significant effect on the prices of the company’s financial instruments taking into account the nature of the company's business.
Citycon may publish investor news on events directed especially to investors, actions and events relating to the company’s business that do not meet the criteria set for a stock exchange release but are, in the company's view, relevant to investors due to their scope, nature or other significance.
Smaller real estate transactions, (re)development projects or joint ventures that are not, in the company’s view, significant to the investors, may also be disclosed solely in connection with an interim report or in the financial statements.
6. Prohibition on Disclosure of Inside Information and Allowed Disclosure of Inside Information
Citycon applies internal insider guidelines, which comply with the Guidelines for Insiders issued by Nasdaq Helsinki Ltd. and include detailed guidance relating to the prohibition on the use and disclosure of inside information. The guidelines are available to all personnel on the company’s intranet.
When the disclosure of inside information is delayed as referred to in Section 5.1 above, the company opens and maintains a deal-specific or event-based insider list in accordance with the EU Market Abuse Regulation. Individuals who receive inside information relating to a project that the CEO has classified as an insider project are entered in a deal-specific or event-based insider list. The persons entered in an insider list are notified of their entry in the list, the prohibition on disclosure and abuse of inside information, and trading restrictions in writing. The persons are required to acknowledge in writing the legal and regulatory duties entailed and that they are aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information.
Disclosure of inside information is allowed only if it forms part of the normal performance of the disclosing insider’s job, profession or duties.
7. Crisis Communications
Citycon has in place guidelines for crisis communications, which include communication principles and practical instructions for crisis situations. Personnel of the company’s shopping centres are trained annually in crisis communications and the management of crisis situations.
A crisis situation is immediately reported to the CEO and relevant Corporate Management Committee member, head of the relevant function, corporate communications and security manager. The communication principles applied in a crisis situation include the assurance of the quality of information published, openness, promptness and activeness.