In its communications, Harvia Ltd (later called “Harvia” or the “Company”) complies with Finnish and EU laws and regulations, The Market Abuse Regulation (EU 596/2014, “MAR”), the rules of Nasdaq Helsinki Ltd. (“Nasdaq Helsinki”) and the Finnish Financial Supervisory Authority as well as the Finnish Corporate Governance Code.
The Board of Directors of Harvia has approved this disclosure policy on Feruary 21, 2018 and it is published on the Company’s website in Finnish and English. The disclosure policy will be reviewed periodically and revised when necessary.
OBJECTIVES OF FINANCIAL AND INVESTOR COMMUNICATIONS
In its communications, Harvia strives to ensure that all its stakeholders have access to information that is material and sufficient in order to determine the value of Harvia’s financial instruments. Harvia discloses information simultaneously to all stakeholders. Harvia’s communications are based on facts and on the key principles of being transparent, honest, equal and active.
Disclosure of insider information
Harvia discloses insider information as soon as possible, unless a decision to delay the disclosure is made, in which case the preconditions set out in MAR must be met. In accordance with the provisions of MAR, Harvia can delay the disclosure of insider information, provided that all the below conditions are met:
- immediate disclosure is likely to prejudice the legitimate interests of Harvia,
- delay of disclosure is not likely to mislead the public and
- Harvia is able to ensure the confidentiality of such insider information.
The decision on the delay of disclosure of information is made by the Board of Directors, or if it is justified due to the urgency of the matter, the CEO of Harvia [alone] or the CFO of Harvia together with the person responsible for insider information, based on the assessment of whether the conditions for the delay have been fulfilled. Harvia shall disclose the delayed information as soon as possible after the conditions of delay are no longer met. The conditions for delaying the disclosure of insider information do not apply to profit warnings, which shall always be disclosed as soon as possible. The possible decision on delaying the disclosure of insider information will be made and recorded according to Harvia’s internal guidelines. The Financial Supervisory Authority will be notified about the delay after the information has been disclosed.
Harvia has adopted insider guidelines which apply to all of our employees, management and the Board of Directors. The insider guidelines includes more detailed instructions for the of evaluation of insider information and decision on delaying disclosure of insider information.
Harvia discloses information about its financial situation, results of operations and their development according to a schedule announced in advance on the Company’s website. The publication dates for the upcoming financial year are announced prior to the close of the previous financial year. Financial information and key figures are disclosed on the Harvia group level.
Harvia also discloses a Corporate Governance Statement and Salary and Compensation report on its website. Also other relevant information required by the Corporate Governance Code are available on the company’s website.
Silent period and closed window
Harvia adheres to a 30-day silent period before each announcement of its financial results. During this period, Harvia does not meet with investors, analysts, or other capital market representatives or the financial media. During the silent period, Harvia will not comment on the company’s financial performance, market or future prospects to the representatives of the capital market or media. If an event occurs during the silent period that requires immediate disclosure in compliance with disclosure obligations, Harvia will disclose the information without delay and can comment on the matter.
Harvia has determined as persons discharging managerial responsibilities, who must adhere to MAR’s closed window, the members of board, CEO and the members of the management team. These persons cannot trade in the Company’s securities in their own or to a third party account during the 30-day period before the release of the Company’s financial statements, half-yearly report or interim report or a priori relating to these reports, including the day of publication. Harvia has also determined that during the closed window, Harvia’s employees and other persons appointed by the company who do not hold managerial positions but due to their position or duties, are involved in the preparation of Harvia’s annual financial reports, financial statement releases, half-yearly reports or interim reports, or otherwise regularly receive information regarding their contents before they are made public, may not trade in the Company’s securities.
Harvia shall disclose its prospects for the following year as part of the financial statement release, the half-yearly report and the interim reports. In uncertain market circumstances the Board may refrain from issuing a guidance. The outlook is issued on a group level and it concerns the rest of the financial year. The Company’s business operations are to some extent dependent on the general economic situation of traditional sauna and spa markets and especially on the development of replacement demand for sauna and spa products. Harvia’s actual financial results may materially deviate from the anticipated development the Company.
A profit warning is issued as soon as possible if Harvia estimates that its result or financial position significantly deviates either positively or negatively from what can be justifiably concluded based on previously published information. Harvia’s Board of Directors decides whether to issue a profit warning.
Statements concerning the operations and development of Harvia are made primarily by the CEO and CFO. Marketing manager primarily responsible for relations in the media. Other members of Harvia’s management and experts may give statements on matters within the scope of their own areas of responsibility.
Contacts with investors, analysts, and the media
Harvia regularly meets with representatives of capital market participants and the media, and aims to respond to inquiries from shareholders, investors, analysts, the media or other stakeholders without undue delay.
In connection with such meeting and inquiries, the Company will only provide information that it has previously published or that is otherwise generally available to the public.
Information deviating from information previously disclosed by the Company is not introduced in connection with such meetings or inquiries, nor any supplementary information that, together with previously disclosed information, might form new material information.
Analysts’ market forecasts
Harvia may publish on its website information on the analysts following the Company and their evaluations of Harvia. Analysts’ opinions, evaluations and forecasts are their own and do not represent or reflect the opinions, evaluations or forecasts of the Company or its management.
Analysts and investors are provided only with material already disclosed to the public. Upon request, Harvia may review an analysis or report made by an analyst, but only with regard to the accuracy of the information disclosed.
Rumours, market speculations and leaks
Harvia does not comment on any rumours concerning the markets unless it is necessary in order to correct false or misleading information. If the Company’s management concludes that the market rumor will likely have a considerable impact on stock price, Harvia may publish a stock exchange release to correct wrong or misleading information or to provide the market with correct information equally.
If inside information has leaked to third parties who do not owe a duty of confidentiality, or the confidentiality of the inside information cannot be otherwise ensured, Harvia will publish a stock exchange release concerning the matter as soon as possible.
COMMUNICATION CHANNELS, DISTRIBUTION AND AVAILABILITY OF HARVIA’S RELEASES
Harvia’s primary communication channels are stock exchange releases, press releases, the Company’s website and different meetings and events.
Stock exchange releases
Harvia will, by means of a stock exchange release, inform the public on decisions, topics or events that are estimated to have material impact on the value of the Company’s financial instruments.
- business arrangements,
- financial arrangements and
- rulings by authorities
that are estimated to have a material impact on the value of Harvia’s financial instruments are disclosed as stock exchange releases. Harvia has defined internal guidelines for evaluating materiality and significance of information.
Financial statements, half-yearly reports, interim reports, key matters regarding the Company’s strategy and significant changes in financial and future outlook are disclosed as stock exchange releases.
In addition, Harvia discloses other decisions, information and events as stock exchange releases. Stock exchange releases are delivered without delay to Nasdaq Helsinki and key media and published on the Company’s website. Stock exchange releases are published in Finnish and in English.
Harvia may publish press releases on events relating to the Company’s business operations that do not meet the criteria set for stock exchange releases but that it considers to be newsworthy or to be of general interest to the Company’s stakeholders. Such events include, for example, minor acquisitions, product launches or other current topics related to the Company’s industry and operations.
Distribution and availability
The communications department is responsible for distributing stock exchange releases to Nasdaq Helsinki and to key media, and for distributing press releases to the media. The stock exchange and press releases will be available on the Company’s website for at least five years and financial information and other regular reports that are required by applicable regulations to be kept for ten years are kept for ten years after publication.
Other relevant material, such as media and investor presentations, possible telephone conferences and webcasts are available on the Company’s website for at least five years.
INTERPRETATIONS AND DEVIATIONS
Harvia’s CEO is responsible for overseeing and interpreting Harvia’s disclosure policy and compliance with it. The CEO, or a person authorized by the CEO, will provide additional instructions regarding the practical implementation of the 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.