Disclosure Policy
Disclosure Committee
Authorised Spokespersons
Lodging and Disseminating Announcements
Meetings
Analyst Reports and Forecasts
The Media
Web-Based Communication
This policy covers Coca-Cola Amatil's (CCA) communication with the investment community and media. The following principles govern CCA's communication with the investment community and media:
- CCA will immediately issue to ASX, subject to the ASX listing rules carve outs, any material information that a reasonable person would expect to have a material effect on the price or value of CCA's securities;
- No material information will be disclosed to individual market participants or the media unless previously disclosed to ASX;
- Only authorised spokespersons can communicate on behalf of CCA with the investment community or media;
- The Disclosure Committee (see section 1.1) operates flexibly and informally to manage day-to-day continuous disclosure issues;
- Whether information is considered “material” and therefore required to be disclosed will vary according to the circumstances and the relevant contractual obligations, and is a matter for determination by the Disclosure Committee; and
- All material information issued to ASX will be published on CCA's website for a reasonable period.
|
Material information is defined in ASX listing rules as:
“…any information concerning it (a company) that a reasonable person would expect to have a material effect on the price or value of the entity's securities….”
Disclosure of particular information does not apply while all of the following are satisfied:
- A reasonable person would not expect the information to be disclosed.
- The information is confidential and ASX has not formed the view that the information has ceased to be confidential.
- One or more of the following applies:
- it would be a breach of the law to disclose the information;
- the information concerns an incomplete proposal or negotiation;
- the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
- the information is generated for the internal management purposes of the entity;
- the information is a trade secret.
|
DISCLOSURE POLICY
1. Disclosure Committee
1.1. The members of the Disclosure Committee are the Managing Director (MD), Chief Financial Officer (CFO), Investor Relations Manager (IRM), Company Solicitor and Group Corporate Affairs Manager (CAM). A Disclosure Committee meeting will comprise a minimum of three people provided that one of the three is either the MD or CFO.
1.2. The Disclosure Committee must authorise all market communications. Where the Company's disclosure obligations are not obvious in a particular matter, the Disclosure Committee will determine if ASX disclosure is required.
top 
2. Authorised Spokespersons
2.1. Authorised spokespersons for CCA are the Chairman, MD, CFO, IRM and CAM.
2.2. Authorised spokespersons should liase closely with the Disclosure Committee to ensure all proposed public comments or communication (including press releases, corporate publications, etc) are within the bounds of information that is:
2.3. Only Country Managing Directors and the Country Corporate Affairs Managers can make comments to journalists without first obtaining approval from the Disclosure Committee. However, any comments made should be limited to local business issues and must not contain any material information or forward-looking statement that has not previously been disclosed to the ASX. No unauthorised employee should make any comments to investors, analysts or journalists without first obtaining approval from the Disclosure Committee.
2.4. No employee or associated party (such as consultants, advisers, lawyers, accountants, auditors, investment bankers, etc) should comment publicly on Company matters that are confidential.
top
3. Lodging and Disseminating Announcements
3.1. Once approved by the Disclosure Committee, the Company Secretary is responsible for all communications with ASX and will keep a record of all material lodged with ASX. In the absence of the Company Secretary, the CFO or IRM are the only other employees approved to release material information to ASX.
3.2. The Company must wait until confirmation from ASX has been received before releasing material information to any third party, including shareholders, analysts, journalists and broadly to employees.
top
4. Meetings – including one-on-one meetings, Company Briefings, Conference Calls and Broker Sponsored Conferences
4.1. Discussions with investors, analysts and the media are an opportunity to provide background to previously disclosed information, as well as to articulate:
-
long term strategy;
-
company history, vision and goals;
-
management philosophy and the strength and depth of management;
-
competitive advantages and risks;
-
previously disclosed material and non-material information; and
-
industry trends and issues.
4.2. New material information should be lodged with ASX prior to it being provided to a third party.
4.3. Where possible, the IRM should be present at discussions and meetings the MD and/or the CFO hold with investors and analysts. In the event of meetings held by the MD and/or CFO with journalists, then the CAM should be present, if possible. If not present, the IRM or CAM, as relevant, should be updated on the issues discussed at these meetings or briefings.
4.4. If material information is inadvertently disclosed at a one-on-one discussion, briefing, conference call or conference then CCA must disclose that information to ASX as soon as practical and, in any event, within 24 hours of the inadvertent disclosure. If doubt exists that material information may have been inadvertently disclosed then the Disclosure Committee will determine if ASX disclosure is required.
4.5. The IRM will keep a record of all meetings and briefings with investors and analysts. The CAM will keep a record of all meetings and briefings with journalists.
top
5. Analyst reports and forecasts
5.1. To avoid inadvertent disclosure, CCA will restrict its comments on stockbroking analyst reports to:
-
information the Company has publicly issued;
-
information that is in the public domain; or
-
a factual error in the report.
5.2. The IRM should keep a record of analysts' earnings projections and be aware of CCA's earnings estimates to raise any issues with the Disclosure Committee for its determination on whether ASX disclosure is required.
top
6. The Media
6.1. Comment should be avoided on media speculation and rumours unless there are factual errors that could materially affect the Company or unless comment is requested by ASX.
6.2. No material information will be provided to the media 'off the record' or on an embargoed basis. However to facilitate the timely communication of results, CCA may provide the media with an advance copy of the announcement at CCA's premises with no external communication until the announcement is released to ASX and confirmation received from ASX.
6.3. CCA's "media contact and public speaking" policy defines in more detail the policy of who may speak to the media or publicly, and the specific processes involved. This policy may be tailored for individual country circumstances, subject to Disclosure Committee approval.
top
7. Web-Based Communications
7.1. CCA's website will include a discrete section for shareholders and investors as a medium by which any third party can obtain publicly available information quickly and easily. The information which is lodged with ASX will be available on the website as soon as practical after confirmation from ASX has been received.
7.2. Printed information being made available to investors, analysts and/or journalists at one-on-one discussions, briefings, conference calls and conferences will be published on CCA's website within 12 hours of the event and kept current as appropriate.
7.3. The CAM is responsible for ensuring that all general website information is current and regularly updated. The IRM is responsible for ensuring that any investor website information is current and regularly updated.
|
