Principles of communication and investor relations
Outotec complies with the European Union and Finnish laws and regulations and the company’s Corporate Governance principles in its communication as well as applies the rules and guidelines of NASDAQ Helsinki Ltd and the Finnish Financial Supervisory Authority (the FIN-FSA).
Outotec discloses all information that may have a significant effect on the prices of Outotec’s financial instruments (typically a share, option or convertible bond) and affect investment decisions without undue delay and simultaneously to all stakeholders.
Outotec is committed to correct and timely disclosure, which is consistent, accurate and balanced, and gives a true and fair view of the company’s financial position and operations.
Outotec discloses financial information, interim reports, financial statements and financial statement announcements on a regular basis.
Outotec meets with representatives from capital markets and the media and aims to respond to inquiries from investors, analysts, and the media without delay. President & CEO, CFO, Head of Investor Relations and Head of Corporate Communications are the official spokespersons of Outotec. The Executive Board members and other Outotec experts can give statements on issues within the scope of their area of responsibility, when so authorized.
Disclosing financial information
Outotec provides information on its strategy, financial performance and targets in connection with the company’s financial statements and quarterly interim reports. Outotec publishes such information according to a preannounced schedule on www.outotec.com/investors, and the information is available there for a period of ten years.
Outotec reports publicly its financial results on the corporate and segment levels. Outotec’s financial statements or those of an individual segment can be disclosed to internal or external audiences only after Outotec has issued a Stock Exchange Release of the corresponding information.
Financial Statements, including the review by the Board of Directors, are published each year no later than 28 days before the Annual General Meeting in English and Finnish on www.outotec.com/investors.
Guiding the market
Outotec usually gives a market outlook and financial guidance for the current calendar year in connection with the previous year’s financial statements, followed by quarterly updates or affirmations in connection with interim reports. Outotec may publish updates also at other times, if required by changes in circumstances.
The market outlook is based on the management's view of the development of the operating environment and markets. The financial guidance generally relates to Outotec's anticipated sales and profitability and/or other relevant indicators for the current year with the underlying assumptions.
Outotec does not provide forward-looking information other than the specific information given in the company’s official market outlook and financial guidance.
Outotec monitors the market expectations, and should the market expectations or market estimates differ substantially from the guidance given by the company, will take necessary actions to further educate the market.
Outotec will review, upon an analyst’s request, its research report only for factual accuracy based on Outotec’s publicly available information.
Under no circumstances will Outotec’s management comment on the company’s valuation or share price development, give preference to one particular analyst or distribute the analysts’ reports to the investment community.
Dealing with leaks and rumors
As a rule, Outotec does not comment market rumors. In case inside information has by accident been selectively disclosed, Outotec discloses the proper and accurate information as soon as possible.
A profit warning represents an adjustment to a previously given market outlook and financial guidance. If Outotec’s financial results are expected to be outside the given guidance range, a profit warning will be given as soon as possible. The Board of Directors predetermines specific trigger points for the given guidance and follows Outotec’s performance frequently.
Outotec observes a silent period of 30 days prior to the announcement of financial results to prevent divulging financial information and to ensure equality. During the silent period, Outotec‘s employees refrain from making any contacts or comments to investors, analysts and the media about the company’s business in general, prospects, financial results or projections.
If any incident that arises during a silent period is subject to timely disclosure, Outotec will, however, without delay disclose the information according to the disclosure regulations and may comment that particular matter.
Changes in shareholding
Shareholders of listed companies have an obligation to notify both the FIN-FSA and Outotec of changes in their holdings. Outotec has an obligation to publicly disclose the shareholder's notification without undue delay when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 66.7 (2/3) percent of the voting rights or the number of shares of the company.
Outotec must statutorily issue a Stock Exchange Release within three days of transactions made with Outotec financial instruments and notified by a person with the duty to publicly notify (i.e. members of the Board of Directors and the Executive Board, see also Outotec Insider Rules) or his/her closely associated person.
Outotec’s Corporate Communications coordinates and publishes all public announcements to ensure the correct timing of the release, coordination with international markets and a wide and rapid dissemination of the information to all stakeholder groups.
Stock Exchange Releases
Outotec discloses all matters that might have a significant effect on the prices of the company’s financial instruments, and thus are potentially price sensitive in nature, to the Nasdaq Helsinki as soon as possible. However, if the conditions for delayed disclosure of the inside information are met, disclosure may be delayed. In the event of delayed disclosure, Outotec notifies the Finnish Financial Supervisory Authority of the delay immediately after the inside information has been published.
Outotec’s segments have an obligation to advise and brief the Executive Board on all potentially price sensitive decisions made, or matters arising within their businesses, and ensure that appropriate action is taken to prepare necessary public announcements. All potentially price sensitive matters shall be sent to Investor Relations, Corporate Legal and Corporate Communications for pre-assessment and drafting. Significant announcements, such as financial statements, interim reports, major acquisitions and top management appointments, are presented to the Board of Directors for comments and approval.
Outotec discloses information on the following matters as a Stock Exchange Releases:
- Financial and business performance quarterly;
- Significant changes to previously announced strategies, targets, market outlook and/or financial guidance;
- Orders that substantially deviate from Outotec’s normal business operations either by exceptional value or significance;
- Major investments, acquisitions and divestments;
- Significant cooperation agreements;
- Appointments of the Board of Directors, President & CEO, Deputy CEO, and the Executive Board members;
- Share based incentive programs;
- Significant legal actions;
- Crisis situations; and
- Major restructuring.
Press releases and trade press releases
Outotec publishes all other company announcements either as a Press Release or a Trade Press Release. Outotec may announce major orders received as Press Releases after they have been entered in the order intake.
Internal disclosure and insider rules
Outotec's Insider Rules also apply to information given to the company’s own personnel. The Insider Rules prohibit persons with the duty to publicly notify, as well as certain other persons defined by the General Counsel, from trading with Outotec financial instruments during the closed window of 30 days prior to the publication of financial information. At all times, persons with the duty to publicly notify must get a permission from General Counsel before trading.
Outotec's Insider Rules also give further guidelines on how the persons with the duty to publicly notify and their closely associated persons must inform Outotec on any transaction exceeding EUR 5,000 cumulatively per annum with Outotec financial instruments.
Communication in crisis situations
In the event of a major crisis situation, it is particularly important that the damages to corporate image can be minimized and communication is effective and handled well. If a crisis occurs, it requires that the Executive Board be informed promptly.
Depending on the magnitude and type of the crisis, the Board of Directors or President & CEO will nominate a Crisis Management Team to handle the situation and communication.
Outotec Disclosure Policy identification
Policy approver: Board of Directors
Policy owner: President & CEO
First approved: December 17, 2007
Revised: March 1, 2011
Revised: February 8, 2012 (silent/closed period)
Revised: June 21, 2016
Revised: November 1, 2017