Under the ASX Listing Rule 3.1, Refresh is required to immediately inform the market when it is aware, or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the shares in Refresh.
To ensure that this occurs, Refresh must have in place mechanisms that ensure:
(i.) All investors have equal and timely access to material information concerning the Company; and
(ii.) Company announcements are factual and presented in a clear and balanced manner.
1. INFORMATION REQUIRING DISCLOSURE
Listing Rule 3.1 provides a list of information that would require disclosure if material and Listing Rule 3.1A details the exceptions to the disclosure requirements. Both Rules, whilst not exhaustive, provide strong guidance as to the information that Refresh would be obliged to disclose.
2. INTERNAL NOTIFICATION AND DECISION MAKING
Employees will be advised at their date of commencement with the Company and annually reminded thereafter of the key elements of this policy and provided with access to a copy of this policy. Any information coming to the attention of an employee that either should be disclosed, or potentially requires disclosure, is required to be communicated to that employee’s supervisor immediately. It is the responsibility of the supervisor to communicate this information to the Company Secretary, or the CEO in his absence, as soon as it is known.
All releases to the market are to be made in a timely fashion. No information requiring disclosure should be released into the market through any medium, or become available in any public manner, prior to its release to the ASX.
2.1• It is the obligation of Refresh to ensure that any release to the market of information:
[a.] Occurs as soon as is practicable;
[b.] Is factual;
[c.] Does not omit material information; and
[d.] Is expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.
The Company Secretary is responsible for communication with the ASX. This responsibility includes ensuring full compliance with the Continuous Disclosure requirements.
2.2• The Company Secretary must:
[a.] Monitor compliance of continuous disclosure throughout the Company.
[b.] Table any potential information requiring disclosure at Board meetings, provided that the timeliness of disclosure is not compromised in any manner, and act upon the directions of the Board.
[c.] Unless approved formally at a Board meeting, communicate any information requiring disclosure to, and seek approval from, the CEO or Chairman prior to release. Should either the CEO or Chairman be unavailable in these circumstances, a separate Board member should provide approval prior to the release of the information. Approval is to be provided for both the release of the information and the form of the information.
[d.] Ensure that the procedural steps required by the ASX for disclosure of information are followed in a timely and efficient fashion.
The CEO will be responsible for the format and content of market releases, but other than under exceptional circumstances will seek approval from the Chairman before authorising the Company Secretary to issue any release. The CEO will generally seek input from other relevant individuals prior to the release, including management and other Board members as appropriate, but must ensure that the timely release of information is not impaired by this process.
3. FALSE MARKETS
Listing Rule 3.1B provides that where the ASX considers that there is or is likely to be a false market in the shares of a company, it may ask the Company to give it information to correct or prevent a false market, and the Company is obliged to comply. This can occur even where the exceptions allowed to the continuous disclosure requirements in Rule 3.1A would otherwise apply.
To minimise the possibility of a false market either existing, or likely to exist:
[a.] The false market provisions of this policy are to be communicated to all employees annually, and at the date of commencement with the Company. All employees are to be provided with access to a copy of this policy.
[b.] The integrity and security of confidential information is the responsibility of the CEO, Company Secretary and/or the Board.
[c.] Confidential information may be communicated to other employees on a “need-to-know” basis. However, the integrity of the confidentiality of the information remains the responsibility of the director or executive communicating to the employee.
[d.] Confidential information is to be maintained in secure locations and identified as confidential, whenever practicable. Appropriate security measures are to be adopted for all confidential information regardless of whether in physical form or electronic form.
4. MEDIA CONTACT AND COMMENT
There will often be requirements, and opportunities, for Refresh to have contact with media, brokers and analysts. Due to the continuous disclosure requirements detailed above and the significant impact media reporting can have on the shares in a company, this contact must be strictly controlled.
The following rules apply to media, broker or analyst communication:
[a.] The CEO is the primary Company spokesperson and is responsible for managing media communications.
[b.] Any contact by media, brokers or analysts received by employees other than the CEO must be referred back to the CEO and no other comments can be provided unless authorised by the CEO.
[c.] Employees must not discuss confidential Refresh business or affairs with third parties, including personal financial advisors and stockbrokers, unless specifically authorised to do so by the CEO.
[d.] The CEO may delegate from time to time, responsibility to the Company Secretary and/or other directors for specific media, broker or analyst contact as appropriate.
[e.] In circumstances where screening of media approaches prior to contact with the Company may be appropriate, the CEO may nominate the Company’s authorised public relations firm as the initial contact point.
[f,] In the absence of the CEO, and unless otherwise directed by the Chairman, an Executive Director will assume the CEO’s responsibilities for primary media contact and delegation or otherwise to the Company’s public relations firm.
[g,] Board members may comment on Refresh matters to media, brokers or analysts only with the prior approval of the Chairman. The Chairman will liaise with the CEO in such circumstances.
[h.] In circumstances relating to Board matters, the Chairman will be the primary media contact, unless otherwise approved by the Chairman.
As at 28 Sept 2018