The purpose of the disclosure policy is to define the internal and external practices related to communications and investor relations that Evli Bank Plc (hereinafter “Evli” or “the company”) will observe in external communications. Evli complies with EU legislation in its communications, for example the EU Market Abuse Regulation (“MAR”), the instructions and provisions of NASDAQ OMX Helsinki and the Financial Supervisory Authority, and the obligations regarding listed companies laid out in Finland’s Limited Liability Companies Act, Securities Markets Act and other legislation.
Evli Bank Plc’s Board of Directors approved the disclosure policy on April 24, 2017. The disclosure policy is available on the company’s website (www.evli.com) in Finnish and English.
1.1 Objectives and main disclosure principles
The purpose of Evli’s disclosure policy is to ensure that all parties operating on the markets have access, simultaneously and without delay, to harmonious, relevant and sufficient information on the factors that affect the value of Evli’s share. All communications are also based on Evli’s values and the company’s own administration principles.
Evli observes the following principles in providing information to the markets:
- Information is based on facts
- Information is published without delay
- Communication is systematic and accurate
- Communication is impartial and transparent
1.2 Areas of responsibility of communication and investor relations
The CEO is responsible for the monitoring and interpretation of Evli’s disclosure policy. The company’s CEO, CFO and IR Manager bear the operating responsibility for the practical implementation of the disclosure policy. The ultimate decision-making power regarding external communication is vested in the Board of Directors, which approves and confirms the disclosure policy.
Releases that are published as stock exchange releases and that are covered by the regular and any other duty of disclosure are approved by the company’s Board of Directors. Other stock exchange releases and press releases are approved by the CEO or, if unavailable, by the CFO.
The financial reports and any complementary materials that are covered by the regular duty of disclosure are compiled by the CFO, with the assistance of the financial organization. Stock exchange releases and any related complementary materials are prepared by the IR Manager together with the financial organization and the business areas’ management before submitting drafts to be decided upon by the CEO or Board of Directors. Predetermined releases regarding the transactions of the company's managers and their closely associated persons can be approved by the IR Manager.
1.3 Information distribution, communications channels and availability of information
Evli’s main information channel for investor information is the company’s website (www.evli.com), which is equally available to all investors. The purpose of the website’s investors section is to distribute correct and up-to-date information on Evli as an investment, and it is divided into several subsections. The “investors” section contains information intended for shareholders and analysts about the company’s shares, financial performance, ownership and administration, and other materials for investors. All Evli’s releases are available on the website for at least ten years after their publishing.
In order to ensure the equal and simultaneous distribution of information, the company makes information it uses at investor and analyst meetings available on the website in the most real-time manner possible.
Evli employs social media in its communications. Social media is never the primary communications channel when the publication of information that is subject to the duty of disclosure or other new information is in question. The role of social media is to support other channels and to distribute information published in official channels. Evli has internal guidelines on the use of social media in the company’s communications.
1.4 Reporting languages
The company’s official reporting languages are Finnish and English. All stock exchange releases and other official materials are published simultaneously in both reporting languages. Evli also publishes a Swedish summary of its interim reports and financial statements.
2 Releases published by Evli
The company’s releases are divided into two categories: stock exchange releases and press releases. The release category is selected on the basis of the relevance and importance of the information and in accordance with the company’s internal guidelines.
2.1 Stock exchange releases
Within the framework of the regular and other duty of disclosure and without undue delay, the company publishes all decisions and matters that concern its operations that may have a material effect on the value of the company’s share in a stock exchange release.
2.1.1 Regular and continuous duty of disclosure
The reports covered by the regular and continuous duty of disclosure include key information about financial status, earnings and their development. Evli regularly publishes the following information as a stock exchange release:
- Interim reports quarterly on the date notified in the company’s annual calendar.
- The financial statements, Board of Directors’ report, and auditors’ report during the week specified in the annual calendar, no later than three weeks before the General Meeting of shareholders that decides on its confirmation.
- A report on the administration and control system either as a part of the Board of Directors’ report or as a separate report on the date of publishing the Board of Directors’ report.
- Remuneration statement as a separate report on the date of publishing the Annual Report.
The information is published when it has been confirmed and verified, and the Board of Directors or the company’s other competent body has made a decision regarding the publication. The law contains provisions on the latest times of publication. These are taken into account when preparing the investor calendar. Evli will publish the investor calendar as a stock exchange release before the beginning of the financial year.
2.1.2 Other matters to be communicated in a stock exchange release
The Company also publishes as a stock exchange release all decisions and matters that concern the company and its operations that may have a material effect on the value of the company’s share, but that don’t fall under the regular and continuous duty of disclosure. This information may include, for example:
- Material changes in the future outlook (positive and negative profit warnings)
- Strategic changes
- Substantial investments and financial arrangements
- Substantial organizational changes and changes in the composition of the Board of Directors or the Management Committee and change in the auditor
- Substantial trials or other official proceedings and decisions issued in these
- Substantial acquisitions, divestments and joint ventures
- Substantial business restructuring
- Share purchase
- Introduction of share-based incentive programs
- Company’s and closely associated persons’ transactions
The company also provides notification through stock exchange releases about:
- Notices of a General Meeting of Shareholders
- Decisions of a General Meeting of Shareholders
- Share-based incentive systems
- Disclosure notifications
2.1.3 Delaying publication of information
Inside information which directly concerns Evli is disclosed as soon as possible, and business that contains inside information is communicated to the market at the moment that it is considered to become inside information.
In accordance with the provisions of MAR, Evli may delay disclosure of information if all the following conditions are met: (i) immediate disclosure is likely to prejudice Evli’s legitimate interests, (ii) delay of disclosure is not likely to mislead the public, and (iii) Evli is able to ensure the confidentiality of that information.
If Evli Bank deems that inside information might exceptionally concern the preservation of the stability of the financial system, Evli Bank must notify the Financial Supervisory Authority of its intention to delay disclosure of the information and obtain the Financial Supervisory Authority’s permission for the delay.
2.2 Press releases
In press releases, the company provides information about events related to its business operations that do not meet the requirements set for stock exchange releases, but that are assessed as having news value or are otherwise deemed to be of interest to the company’s stakeholders.
3 Financial reporting
Evli prepares the financial reports it publishes regularly in compliance with IFRS. Evli reports at Group level. The company also has three operating segments, which are Wealth Management and Investor Clients, Advisory and Corporate Clients, and Group Operations, which supports these. Evli reports on the operational development of its businesses regularly.
3.1 Silent period
Financial reports published regularly are always preceded by a silent period that starts 30 days before the date of publication of the next financial report. During this time, Evli does not give any comments regarding the company’s financial status, the markets, or the future outlook. During the silent period, the representatives of the Group’s senior management do not meet investors, analysts or other market operators, and do not give interviews regarding the company’s financial status. The dates of the profit reporting and silent periods are published in the investor calendar on Evli’s investor relations page.
If an event during the silent period requires immediate publication, Evli will publish the information without delay in accordance with regulations regarding the duty of disclosure, and may comment on the event in question.
3.2 Financial statements bulletin and interim report
Evli reports about the company’s financial development, development of profitability, balance sheet status and financial status and outlook primarily in its interim reports, including the financial statements bulletin. The reports include the figures from the beginning of the current year to the end of the review period, the figures for the previous quarter, and comparison figures for both periods. The interim reports also report on the assets under management and their development, significant events during the review period, risks and substantial uncertainty factors, and the future outlook.
3.3 Annual report
The annual report is published annually no later than three weeks before the Annual General Meeting. The general section of the annual report includes information on the company’s main events during the year under review and the CEO’s review. The financial statements section of the annual report is divided into the consolidated financial statements and the parent company’s financial statements. The financial statements contain the income statement, balance sheet, cash flow statements and notes to the financial statements, for example. The official audited consolidated financial statements are available on Evli’s website (www.evli.com) no later than three weeks before the Annual General Meeting.
3.4 Financial objectives and performance management
In conjunction with the strategy process, Evli’s Board of Directors determines the company’s financial objectives and assesses the need for change. Changes in financial objectives are notified with stock exchange releases or in conjunction with interim reports.
Evli reports about its future outlook by giving an annual estimate of probable future developments in the Board of Directors’ report, which is published in a stock exchange release. Evli also evaluates its future development in interim reports and financial statements bulletins. Because of the poor predictability of the financial markets, the company does not give detailed earnings forecasts, but strives to provide a general picture of the future outlook to the best of its ability.
Evli follows the markets’ earnings expectations. Evli does not correct analysts’ forecasts and does not comment on the company’s valuation or share price performance. If market expectations and predictions diverge substantially from the estimates given by the company, Evli will pay special attention to the accuracy of its communications and on explaining its earnings logic.
3.5 Profit warnings
Evli will publish a profit warning without delay if the company is of the opinion that its financial position and/or future outlook will diverge substantially, either positively or negatively, from information published by the company earlier, and such a divergence may have a substantial effect on the value of the company’s share. A decision to issue a profit warning is based on information previously provided by Evli, and the reigning market conditions are also taken into account when doing so. The decision on issuing a profit warning is made by the company’s Board of Directors.
4 Media relations and representing the company
Evli strives to reply to media queries as quickly as possible and to meet media representatives actively. Evli’s communications team coordinates media meetings. Evli’s senior management or other company representatives participate in the meetings, depending on the subject. The objective of the meetings is to provide background information on Evli, its operations and its operating environment.
Discussions with the media are based on market information that has previously been published by Evli or that is otherwise generally available. In individual statements, information that diverges from information previously published by Evli or complementary information that may form new relevant information when combined with previously published information must not be provided.
4.1 Evli’s representatives in the media
Only authorized persons may issue public statements related to Evli. Only the CEO, CFO, and Chairman of the Board may comment about Evli’s strategy, earnings, financial objectives and their development.
Evli has also appointed representatives who have the right to issue statements in the name of the company. The named representatives are:
- The CEO and Chairman of the Board in all matters related to the company
- The CEO and CFO in matters related to the company’s financial performance, in particular
- The managers of the business units in matters regarding the services and products of their own business
- Evli’s analysts, portfolio managers and other employees can give statements regarding the product or service they represent
The IR Manager is responsible for media relations.
The CEO or other company management do not comment on matters that concern the company’s Board of Directors. The Board of Directors is represented by the Chairman of the Board.
Evli’s representation in social media is determined in the internal guidelines on the use of social media.
4.2 Contacts with investors and analysts
Evli will strive to respond to investors’ and analysts’ questions without delay, and meets them regularly to tell them about the company, its operating model, strategy and financial performance. The IR Manager prepares the presentation materials for the meetings, carries out market and owner monitoring, and collects investor feedback for use by the company’s Board of Directors and management. The discussions of the investor meetings are based on information that has already been published or is generally available on the market, and new information that may affect the value of the company’s share is not revealed.
4.3 Rumors and information leaks
Evli does not generally comment on rumors circulating on the markets, share price performance, the operations of competitors or business partners, or analysts’ estimates, unless it is essential to rectify relevant and clearly incorrect information that could have a substantial effect on the value of the company’s share.
In the company, events and situations in which an information leak could take place are monitored internally. Care is taken to avoid information leaks in all insider projects. If confidential information regarding Evli and information that has a substantial impact on the value of the company’s share is leaked, the company will issue a release on the matter without delay. In this case, the CEO will make the final decision on the publication of the information.
5 Guidelines for Insiders
In matters related to inside information, Evli observes applicable legislation, for example MAR and the regulations of the Financial Supervisory Authority. Evli observes a 30-day closed period before profit reporting, for example interim reports, semi-annual reports and financial statements. During this time, members of Evli’s Board of Directors and Executive Group and other Evli employees who participate in the preparation of these profit reports may not buy or sell securities issued by Evli.
The company prepares a list of insiders regarding all projects that contain inside information. Insiders will be notified of their insider status in writing, and the obligations affecting insiders will be communicated to them.
A more detailed description of the insider administration is available on the company’s website (www.evli.com).
6 Crisis communications
Evli has a separate contingency plan for crisis situations. The contingency plan contains a crisis communications plan that is updated regularly. In the event of a crisis, the company’s CEO must be notified of the matter without delay. Based on the scope and nature of the crisis, the company’s CEO will appoint a crisis management group to take care of the situation and communications.
Updated: May 3, 2017