IR and Disclosure Rule
The purpose of the company’s Investor and Disclosure Rule is to guide Investor Relations function to enhance investors’ and analysts’ interest in the company and build investor loyalty.
Tietoevry aims to help various stakeholders of the capital markets to be able to form a true and fair picture of the company’s financial situation and future prospects, and to support correct valuation of the company’s shares.
Disclosure principles and practices
Tietoevry adheres to all regulatory requirements set for listed companies in the relevant countries. Tietoevry is also committed to proactively provide its stakeholders with sufficient, accurate and consistent information in a timely manner. The commitment is evenly fulfilled irrespective of whether the information is positive or negative for the company. All material information is disclosed to recipients equally in terms of content and timing.
- The company discloses all decisions and circumstances that may have a material impact on the value of the company’s shares.
- The information will be made public in a manner that most effectively guarantees that it will be available for all stakeholders of the capital markets simultaneously.
- All price sensitive information that has been published is immediately available on Tietoevry’s website. Official releases include all information that is needed to be able to assess the impact of the event on the company’s financial position and operations.
- In case material price sensitive information is accidentally disclosed at a non-public occasion, e.g. a one-to-one meeting with an investor or an analyst, a stock exchange release on the issue will be published without delay.
- Tietoevry may give non-material historical information to investors and analysts. However, all stakeholders in the financial community will have equal access to this information. The investor information section on the company’s website is the main channel to introduce this type of information.
Financial information
All financial information, annual and interim reports as well as financial content of releases is prepared with an intention to improve transparency of the company’s financial development.
- Tietoevry issues a public annual report, including consolidated financial statements, that is produced by the parent company.
- During the year, Tietoevry publishes a financial statements bulletin and three interim reports that cover the entire Group.
- Financial statements bulletins and interim reports are approved by the Board of Directors and distributed by Investor Relations or Corporate Communications function.
- Individual subsidiaries or business domains do not publish their own annual reports or interim reports.
Outlook
The company gives guidance in the form of an official outlook statement on profit development published in connection of releasing quarterly financials. In addition to the profit development, the company’s policy is to discuss the overall market development, the planned key actions contributing to financial development and their impact on the company’s performance.
- Besides the official outlook, no other forward-looking statements or answers to questions concerning future growth and profit are given.
- General market developments and the company’s view of the market can be discussed, but when it comes to company-specific performance, a reference to the official outlook must be made.
- If the company assesses that the market situation, the company’s financial development or outlook significantly deviates from that previously communicated, the official outlook will be re-phrased and profit warning will be published without undue delay.
- If the company is aware of analyst estimates, largely deviating from the consensus, grounds for the deviating view may be discussed with the analyst.
Quiet period
The company follows a quiet period of at least 21 days before the time of publication of an interim report. This is because the quarterly figures are in practice known by the company’s officers at that time.
- No analyst or investor meetings or conferences are attended during the quiet period.
Price sensitive information (i.e. inside information)
All share price sensitive information is communicated via stock exchange releases without undue delay right after the decision has been made or the event has come to the company’s notice.
- Only issues under preparation and decisions to delay the disclosure of inside information under the EU Market Abuse Regulation may be excluded from the application of this principle. Group Legal and Compliance function is responsible for managing insider registers.
- Stock exchange releases are approved by the management and distributed by Investor Relations or Corporate Communications function.
- Disclosures outside the company are generally prohibited. If the businesses have a need to inform their employees on financial performance, it should not include inside or price sensitive information and be done restrictively in smaller groups and preferably not in written format. Price sensitive financial information must not be given via intranet or any other public channel.
- Price sensitive information must not be disclosed to large employee groups before its public disclosure. Group Legal and Compliance function is responsible for managing a project specific insider register. Pre-disclosure employee notification is arranged through employee representatives in cases, where it is required by national regulation.
Investor relations spokespersons
The official investor relations (IR) spokespersons of the company are the President and CEO, CFO and Head of Investor Relations.
- No other employee is entitled to speak with investors or analysts, unless specifically so requested by one of the official spokespersons.
- In case employees are spontaneously contacted by an investor or an analyst, they are obligated to forward the request to one of the official IR spokespersons.
- However, in connection with news releases the person(s) most familiar with the issue will be the official contact persons and are entitled to discuss that specific issue also with analysts and investors.
Investor relations
- Publication of all interim reports is followed by an analyst and media conference with live webcast.
- Tietoevry also arranges a Capital Markets Day, usually once a year, to go deeper into selected strategic and financial issues.
- Tietoevry actively participates in one-to-one and group meetings with investors and analysts as well as investor conferences. Meetings are attended by one or two of the official IR spokespersons.
- Selected business executives can meet investors and analysts occasionally, usually accompanied by an IR spokesperson with full knowledge of the company’s disclosure record. These meetings must always be agreed with IR.
- The company does not comment on share price, analyst recommendations nor opinions. The company can review analyst reports, but only factual errors can be commented on.
- The company may discuss the level of consensus estimates with investors or analysts. However, no information on how the company sees these estimates can be expressed.
Rumours and leakages
In case of a leakage of material price sensitive information, the company is obligated to publish a stock exchange release without undue delay. If the financial community circulates rumours that are incorrect or misleading and that originate from the company, the company is likewise obligated to publish a release.
- In other circumstances, it is under the company’s own consideration whether to confirm or deny rumours. In most situations, the company prefers not to comment on market rumours regardless of whether the rumour is correct or not.
- If there is a need to give additional information to the markets and if that information is very likely going to have a material effect on the share price, information concerning the rumour will be disclosed in a stock exchange release or the company will request a stop in the trading of its securities on the stock exchanges. This is to prevent investors from making investment decisions based on incorrect or incomplete information.
Crisis management
Crisis is an unstable condition involving an impending sudden or significant change that requires urgent attention and action to protect life, assets, property or the environment.
In crisis situations, effective, timely and accurate communications have a vital role in keeping stakeholders up to date on the developments and outcomes of a crisis and maintaining their trust.
The failure of crisis communications may enable the crisis to escalate. Tietoevry’s general disclosure principles apply also to crisis situations – the company is committed to communicating promptly, openly and honestly in all situations.
- Tietoevry’s crisis communications manual defines communications responsibilities, tasks and procedures in crisis situations.
- Crisis situations will be handled otherwise in accordance with the Business Continuity Policy and crisis management process and rule.