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12 Communication and disclosure

The good corporate governance of a listed company requires a reliable, up-to-date disclosure practise. This supports well- founded price development of securities subject to public trade and promotes trust in the securities markets. The information published by the company permits shareholders to evaluate the functioning of the corporate governance of the company and make reasoned decisions concerning their holdings.

Both the content of information and the clarity of its presentation as well as electronic dissemination of information promote transparency and increase the shareholders’ possibilities to obtain information.

Recommendation 55

Presentation of information on corporate governance (Corporate Governance Statement)

The company shall ensure that at least the following matters are presented on the website of the company:

  • information on compliance with the Corporate Governance Recommendation as well as possible deviations and their explanations

  • general meeting

  • articles of association

  • board of directors; supervisory board

  • managing director and other executives

  • auditor

  • shares, share capital, principal shareholders and disclosed notifications on major holdings for the past 12 months

  • redemption clauses of the articles of association

  • shareholder agreements known to the company

  • annual report

  • other circumstances to be reported in accordance with this Recommendation

Clear presentation of the corporate governance matters permits the shareholders to get an overall picture of the operations of the company. An essential requirement is that the presentation of the company’s corporate governance is clear and easy-to-find. It is recommended that the subject matters are described both on the website and in the annual report of the company. The presenta- tion may include references to information presented elsewhere in the annual report or on the website of the company.

Recommendation 56 Electronic investor information The company shall have a website on Internet

The company can improve the effectiveness of its disclosure practise by means of Internet. Use of Internet websites is quick and convenient for shareholders. Electronic information is easier to update than hard copy versions, permitting the shareholders to obtain the most recent information available about the company.

Recommendation 57 Publication of information on Internet website

The company shall disclose on its website all the information that has been published pursuant to the statutory obligation of listed companies to provide information.

Publication of all investor information of the company in one place facilitates distribution of such information to the shareholders. When all the listed company releases and other information on the company are made available in Internet, the shareholders can get a good overall picture of the operations and financial position of the company.

13 Effective date

This Recommendation enters into force on 1 July 2004. If the company so wishes, it may, however, implement the Recom- mendation immediately after publication.

Decisions that need to be submitted to the general meeting and the changes to the articles of association that are be neces- sary in order to comply with the Recommendation can be made in the annual general meeting following the effective date of the Recommendation, before which date the company does not need to explain its practices that may deviate from the Recommenda- tion.

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