Meridian Minerals : Continuous Disclosure Committee

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Corporate Governance

Continuous Disclosure Committee

Introduction
1. This policy sets out the requirements and procedure for continuous disclosure applicable to the Company in accordance with Australian law and applies to all the Company businesses worldwide.
2. It is the policy of the Company to act at all times with integrity and in accordance with the law, including the disclosure required of:
  1. ASX Limited (ASX) Listing Rules;
  2. ASX Guidance Notes;
  3. the ASX Corporate Governance Council Recommendations; and
  4. the Corporations Act 2001 (Cth) (Corporations Act).
3. Under ASX Listing Rule 3.1 and section 674(2) of the Corporations Act, the Company is required to notify the ASX immediately upon becoming aware of any information concerning it that:
  1. is not generally available; and
  2. a reasonable person would expect to have a material effect on the price or value of the Company's securities.
4. The Company is committed to:
  1. promoting investor confidence and ensuring that shareholders and the market are provided with timely and balanced disclosure of all material matters concerning the Company;
  2. ensuring the Company complies with the continuous disclosure obligations contained in the ASX Listing Rules and the disclosure requirements under the Corporations Act; and
  3. ensuring that all shareholders have equal and timely access to externally available information issued by the Company.
Disclosure Committee
1. It is the position of the Company that the Disclosure Committee will be comprised of all Board members and they must review all information of which they become aware for the purposes of ASX Listing Rule 3.1.
2. The Disclosure Committee is responsible to the board of the Company (Board) for assisting the Board and the Company in meeting its continuous disclosure obligations.
3. The Chairman or the Board may request that a matter be disclosed to the ASX at any time.
4. All disclosures will be released by the Company's secretary (Company Secretary) to the ASX.
5. Following confirmation of ASX's receipt of the release, the Managing Director, may, where appropriate, inform analysts, media and other stakeholders.
6. All information disclosed to the ASX in compliance with this policy will be promptly placed on the Company's website.
Continuous disclosure notification
1. The Company shall immediately notify the ASX if it becomes aware of any information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's shares or other securities.
2. Exception
  The only exception to the above rule is where:
  1. a reasonable person would not expect the information to be disclosed; and
  2. the information is confidential (having regard to paragraphs 33 to 39 of ASX Guidance Note 8 — Continuous Disclosure) and ASX has not formed the view that the information has ceased to be confidential; and
  3. one or more of the following applies:
    1. it would be a breach of a law to disclose the information;
    2. the information concerns an incomplete proposal or negotiation;
    3. the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
    4. the information is generated for the internal management purposes of the Company; or
    5. the information is a trade secret.
3. Avoiding a false market
  If the ASX considers that there is or is likely to be a false market in the Company's securities and asks the Company to provide it with information to correct or prevent a false market, the Company will give the ASX such information as is necessary to correct or prevent the false market or will request a trading halt.
Disclosure responsibilities
1. The responsibilities of the Board include:
  1. to ensure that the Company complies with its continuous disclosure obligations; and
  2. to implement and oversee this disclosure policy.
2. Any proposed releases to the ASX may be initiated by the Chairman or the majority of the Board.
3. Releases which relate to price sensitive information require the approval of the Chairman (once it has been approved by the majority of the Board), provided that if it is not reasonably practicable for the Chairman to give his approval (having to his availability and so as not to jeopardise compliance with ASX Listing Rule 3.1 by causing undue delay in notifying the ASX), the release may be authorised by a majority of the Board.
4. ASX liaison
  The Company Secretary is responsible for:
  1. communicating with the ASX in relation to ASX Listing Rule matters including lodging disclosures with the ASX; and
  2. overseeing and coordinating disclosure of information to the ASX.
5. The Managing Director
  Responsibilities include:
  1. reviewing information including consulting with management and personnel to determine if disclosure may be required;
  2. coordination, preparation and approval of all media releases by the Company and its related corporations (not including paid advertising);
  3. overseeing and coordinating disclosure of information to analysts, brokers, shareholders, the media and the public;
  4. in the absence of the Company Secretary, the responsibilities of the ASX liaison set out in paragraph 4, and vice-versa; and
  5. in accordance with the Company's disclosure policy ensuring all announcements and presentations are placed on the Company website.
6. Authorised company spokespersons
  Unless otherwise advised, the nominated Company spokespersons are:
  1. Ray Miller;
  2. Jeremy Read; or
  3. any other persons authorised by the Chairman from time to time.
7. The spokespersons are entitled to clarify information publicly released through the ASX, but they should not add or reveal material price sensitive matters.
8. The Managing Director should be kept advised of all discussions with the media and consulted in relation to any significant briefings or disclosures.
Potentially disclosable information
1. The following guidelines based on Listing Rule 3.1 of the ASX Listing Rules are provided to help assist identification of matters that may need to be considered further in order to determine whether disclosure is required.
2. A matter may be disclosable even if it does not come within any of the categories set out in paragraph 5 and any Director, manager or employee of the Company should immediately consult with the Managing Director if they believe information may potentially be disclosable.
3. Decisions regarding whether something is either price sensitive or of strategic or operational importance which should be released to the market shall be made after consultation with the Chairman, the Managing Director and any other relevant individuals having regard to the nature of the matter.
1. Examples of matters that may require disclosure
  Any matter that may include, but is not limited to, matters:
  1. that might affect the Company's ability to carry on business;
  2. that might have a material effect on the future business activities of the Company;
  3. that might have a material effect on income, cash flow or the ability to generate profits;
  4. of strategic and/or operational importance which are likely to influence a decision by a third party to invest in the Company's shares;
  5. involving any change in regulations or laws that could materially affect the Company's business;
  6. involving a significant allegation of any breach of the law, whether civil or criminal, by the Company or any of its employees;
  7. a material change in the Company's published financial forecasts or expectations;
  8. that may have a materially adverse effect on the Company's reputation;
  9. involving a material change in senior executive personnel or structure;
  10. the appointment of a receiver, manager, liquidator or administrator to the Company which could result in the Company (or a subsidiary) becoming insolvent;
  11. a transaction for which the consideration payable or receivable is a significant proportion of the written down value of the Company's consolidated assets;
  12. a recommendation or declaration of a dividend or distribution;
  13. a recommendation or decision that a dividend or distribution will not be declared;
  14. under-subscriptions or over-subscriptions to a share issue;
  15. information about any undisclosed substantial shareholdings obtained under Part 6C.2 of the Corporations Act;
  16. giving or receiving a notice of intention to make a takeover;
  17. an agreement between the Company (or a related party of the Company) and a Director (or a related party of the Director);
  18. a material change in accounting policy adopted by the Company;
  19. any rating applied by a rating agency to the Company, or securities of the Company and any change to such a rating;
  20. a proposal to change the Company's auditor;
  21. there is a reasonably specific rumour or media comment in relation to the Company that has not been confirmed or clarified by an announcement by the entity to the market; or
  22. there is evidence that a rumour or comment is having, or ASX forms the view that the rumour or comment is likely to have, an impact on the price of the entity's security.
2. What is "material" in relation to the foregoing will be a matter for judgement in each particular case.
3. Reporting processes
  Disclosure issues will be a standing item at meetings of the Board.
4. Every Director and executive is required to consider whether they have knowledge or information that may require disclosure by the Company under its continuous disclosure obligations. All potential matters for disclosure should be brought to the attention of the Board and the Disclosure Committee.
Managing market speculation and rumours
1. Market speculation and rumours, whether substantiated or not, have a potential to impact the Company, and:
  1. may result in the ASX formally requesting disclosure by the Company;
  2. may contain factual errors; or
  3. could materially affect the Company.
2. The Company does not respond to speculation and market rumours unless required to do so by law. Employees must observe this policy at all times. Notwithstanding this, the Company may issue a statement where:
  1. the Company considers it has an obligation to make a statement particularly where the speculation or rumour is having, or is likely to have, an impact on the price of the Company's securities; or
  2. the Company is required to respond to a formal request from the ASX (refer to paragraph 3 of this policy regarding avoiding a false market).
Referral of enquiries
1. Any external query about market speculation or a rumour about the Company must be referred to the Managing Director.
Trading halts
1. It may be necessary to request a trading halt from the ASX to ensure orderly trading in the Company's securities, this may be requested for any number of reasons, including:
  1. if confidential information about the Company is inadvertently made public, to enable it to prepare an appropriate announcement to the market;
  2. if preparing for a major announcement, the Company may need to arrange briefings in advance of the formal announcement to avoid market uncertainty; and
  3. to prevent an uninformed market pending announcement of a material matter.
2. The Chairman and the Managing Director will make all decisions in relation to trading halts. No other person is authorised to seek a trading halt except with the approval of the Chairman and the Managing Director.
Contact with the financial market ("market discussions")
1. The Company interacts regularly with the financial market in a variety of ways including results briefings, market announcements, formal addresses and one-on-one briefings. In addition, the Company provides background and technical information to institutional investors and stockbroking analysts to support announcements made to the ASX.
2. The Company recognises that it is important to have financial market discussions and that there should be no undisclosed price sensitive information communicated during these discussions. The authorised Company spokespersons may clarify information that the Company has publicly released, but must not comment on material price or value sensitive issues that have not been disclosed to the market generally.
3. Where a question raised in a briefing can only be answered by disclosing material price or value sensitive information, employees must decline to answer the question or take the question on notice and wait until the Company announces the information publicly through the ASX before responding. If any employee participating in the briefing considers that a matter has been raised that might constitute a previously undisclosed material price or value sensitive matter, they must immediately refer the matter to the Managing Director.
Referral of requests for comment
1. If any other employee (other than an authorised Company spokesperson) receives a request for comment from an external investor analyst, or the media in relation to any other matter concerning the Company, they must advise that person that they are not authorised to speak on behalf of the Company and must refer inquiries to the Managing Director.
Company representation at market discussions
1. In relation to external briefings on the Company, wherever possible, the Managing Director should be present. Otherwise, a representative of the Company present will be nominated to take notes of what is said. These notes will be provided to the Managing Director as soon as practicable after the discussions.
2. Any information that is considered to be materially price or value sensitive, which is inadvertently released, should be immediately released to the ASX via the Company Secretary.
3. Slides and presentations intended to be used in market discussions should be given to the Managing Director who, in consultation with the Chairman and Company Secretary, will determine whether all information has been previously disclosed to the market or may require disclosure.
4. Any slides and presentation materials proposed to be used at a briefing will, if not previously disclosed, be disclosed to the ASX by the Company Secretary and placed on the Company's website as soon as receipt of confirmation has been received from the ASX.
Review of analyst reports
1. The Company recognises the important role performed by analysts in assisting the establishment of an efficient market with respect to the Company's securities. However, the Company is not responsible for, and does not endorse, analyst reports that contain commentary on the Company.
2. Forecasts are complex and based upon a wide range of assumptions beyond the Company's control. The Company will not comment upon nor endorse external earnings projections.
3. Where analysts send draft reports to the Company to comment, they must immediately be referred to the Managing Director.
4. The Company will not provide non-disclosed material price or value sensitive information in response to such reports. The information may be reviewed only to correct factual inaccuracies on historical matters. Any correction of factual inaccuracies by the Company does not imply endorsement of the contents of these reports.
Responding on financial projections and reports
Comments on the Company's published financial projections and reports will only be made in relation to material that has already been publicly disclosed. Responses will be avoided which suggest that the Company or the market's current projections are incorrect. The Company will publicly announce any material change in expectations before commenting to anyone outside the Company.
Breaches of this policy
Breaches of this policy may lead to disciplinary action being taken against the employee involved, including dismissal in serious cases of knowingly and wilfully releasing price sensitive information before it has been released to the ASX.
Definitions
1. material effect
  Information will be expected to have a material effect on the price or value of the Company's securities, if a reasonable person would expect the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, buy or sell, the Company's securities.
2. False market
  Where there is a specific rumour or media comment in relation to the Company that has not been clarified or confirmed by an announcement to the ASX, and there is evidence that the market price of the Company's shares or securities is moving in a way referable to such a rumour or comment.