The main principles for FPC’s external information disclosure are to:
• treat all stakeholders in the capital market equally
• provide material information on time and in a correct manner
• maintain high ethical standards
• ensure the information’s reliability by establishing fixed procedures for information
All communication shall follow the rules stated in FPC’s agreements with NASDAQ OMX, the Swedish Code of Corporate Governance, the Swedish Companies Act, the Swedish Annual Accounts Act and other applicable rules. The communication shall be based on FPC’s business concept, vision and mission.
DIVISION OF RESPONSIBILITY
The Chief Executive Officer (CEO) has overriding responsibility for FPC’s information disclosure. The CEO may choose to appoint spokespersons for specific topics or delegate the information responsibility to other members of Group management, such as the CFO, CTO or the head of Investor Relations (if this is somebody other than the CEO or CFO).
The main rule is that communication shall be provided by the person who has the relevant expertise and an adequate overview of the Group’s activities. However, it is not permitted for a person who has not been delegated information responsibility to discuss FPC’s activities with external stakeholders.
The Chairman of the Board can make statements regarding issues related to the Board’s composition and day-to-day work, shareholder issues and issues concerning the CEO role. The Chairman of the Board shall, to the furthest possible extent, consult with the CEO in these issues and establish support for potential statements in the Board of Directors.
The objective of FPC’s communication with the capital markets is to increase the knowledge and understanding of the company and its activities. The primary target groups for the communication are existing and potential shareholders, financial analysts, the business media and other capital market stakeholders (e.g. lenders).
Over time, well-functioning communication with the capital markets should create conditions for a true and fair valuation of FPC and reduce the risk premium for the company’s shares, which creates added value for the company’s shareholders.
FPC does not comment on rumors, competitor activities or the valuation of the company. In the event that the rumors were to have a major impact on the share price, possible actions shall be discussed with NASDAQ OMX.
The investor relations channels primarily comprise the company’s financial reporting (annual report and interim reports), press releases, presentations for capital market stakeholders, meetings with capital market stakeholders and interviews with the media.
Besides fulfilling relevant legal requirements and the agreement with NASDAQ OMX, the financial reporting shall be structured in such a manner so as to facilitate the assessment of the company by external stakeholders. For example, this can take place by the CEO’s comments to the interim reports providing some supplemental, qualitative and quantitative information.
Before the quarterly reports, the company must observe a “silent period” of 30 days. During this period, the company has meetings with investors and analysts only on an exceptional basis and does not comment on the financial development of the company other than in the cases that require a press release.
According to the agreement with NASDAQ OMX, information that can potentially be price-sensitive must be communicated without delay. Examples of such information are:
• financial results and forecasts
• changes to the business emphasis
• large orders or orders of a strategic nature
• product launches of a strategic nature
• acquisitions and divestments
• other significant business transactions
• changes to the Board or management group
• notices convening a General Meeting
There is considerable room for the interpretation of what information is price-sensitive, especially with regard to normal business with “design wins” and orders. The starting point is that “design wins” and orders shall be included in the applicable sales forecast that FPC communicates. However, significant and/or strategic orders of such a size or importance that they are deemed to have a material impact on FPC’s earnings, both in the long and short term, must be communicated without delay. If new design wins mean that
the sales forecast must be updated, this is communicated as an updated sales forecast. However, it is ultimately Corporate Communication that determines if the information is of such a nature that it requires a press release.
FPC normally provides forecasts (“guidance”) for the current fiscal year. The first forecast for the upcoming fiscal year is normally provided no later than in connection with the year-end report. The forecast is normally provided in an interval and primarily pertain to:
• EBITA margin
It is important that the parameters included in the company’s forecasts recur over time. If FPC for some reason no longer considers a forecast variable to be relevant to the assessment of the company, this shall be commented in connection with the forecast being provided.
In accordance with NASDAQ OMX’s rules, the forecasts shall be updated as necessary. Note that the variables that do not change must also be commented in the updated forecast.
PRESENTATIONS IN CONNECTION WITH REPORTS
In connection with financial reporting (interim reports), FPC should offer the capital market’s stakeholders the opportunity to discuss the reports with company management. This normally takes place through a conference call where the company management briefly presents the report after which the floor is opened for questions from analysts and the media. The length of the conference call should be a maximum of 60 minutes.
FPC may also choose to conduct roadshows in connection with the financial reporting. This usually occurs in connection with a securities broker or investment bank. FPC’s policy is to primarily prioritize partners that have an active, well-functioning analysis coverage of the company as it provides conditions for the participants in the meetings to have adequate prior knowledge of FPC. Other criteria in the selection of partners include what geographic markets the partner can offer access to, what balance between existing and potential new shareholders is offered and that the partner offers well-functioning logistics including clear feedback from the meetings.
CAPITAL MARKET DAY
FPC should strive to invite a large number of market players and media to a capital market day once a year at which the company management discusses FPC’s markets, products and strategies in detail. The content in the presentation is of course adapted to the current issues relevant to the capital market, but should typically include presentations by:
• the CEO (strategy, overall market conditions)
• the CFO (financial development, guidance)
• representatives from the Executive Management Team (R&D, sales etc).
The company should strive to hold the capital market day at around the same time every year to maintain continuity in information disclosure. It is suitable for the event to normally be arranged in the end of the year.
FPC should strive for a high level of availability to the business media, especially in connection with the publication of financial information. The prioritization should normally be:
• News agencies (Direkt, Reuters, Bloomberg, etc.)
• Business media with a short time to publication (Dagens Industri, Financial Times, Wall Street Journal, SvD Näringsliv, DN Ekonomi, etc.)
• Business media with a longer time to publication
The media are offered the opportunity to listen in on the company’s quarterly conference calls. Separate interview times are arranged for questions from the media. Since FPC is listed on Nasdaq Stockholm, Swedish media will be prioritized in case there are a large amount of simultaneous media enquiries.
INCORRECTLY DISCLOSED INFORMATION AND INFORMATION LEAKS
If price-sensitive information is incorrectly disclosed, the same information must immediately be communicated through established news distributors. The same procedure applies in the event of information leaks.
NEGATIVE PUBLICITY THAT CAN IMPACT BUSINESS RELATIONSHIPS AND VALUATION
If FPC becomes subject to strong negative publicity that can impact business relationships or the valuation of the company, all disclosures shall be made through the CEO or CFO. The CEO or a delegated person is responsible for a crisis plan being prepared and the management group being made aware of it.