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Periodic disclosure obligations
In order to provide an overview on the ongoing main activities and development of their business strategy, there are a few of disclosure obligations that must be fulfilled by listed companies.
In particular, listed companies are required to periodically disclose:
1. Financial information
Before disclosing the financial report and being already aware of the results, the Company shall assess the need to disclose an inside information statement (results announcement) pointing out the main relevant features of its financial information, in order to ensure that all investors are provided at the same time with the relevant financial information data.
How should the information be disclosed?
The information required by law, such as that resulting from MAR, must be disclosed on the CMVM and the Company’s website; the information required by Euronext rules must be made available to Euronext for publication on its website. The information must be made available free of charge and in English or in Portuguese.
2. Corporate governance
Corporate governance practices are some of the most elementary features of the Company’s ability to prosecute its purpose. Dedicating time and effort to the process of implement the best practices with regards to internal procedures might represent the difference between having a resilient long-term structure or incurring in potentially undesirable risks emerging at any time.
Corporate Governance standards derive from the Portuguese Companies Code; the Portuguese Securities Code; CMVM Regulation no. 4/2013 and the Corporate Governance Code of the Portuguese Institute of Corporate Governance (IPCG).
Reporting duties on corporate governance practices: Annual Information on Corporate Governance
Each Company must inform the Euronext of changes to its senior executives’ team, the Board composition, and its beneficial owners, as well as a fill and disclose to Euronext a certificate confirming that these changes have been properly notified, on an annual basis or upon request.
3. Ad hoc disclosure obligations
Being a listed Company implies that the development of the business might bring specific milestones of relevance to shareholders and other potential investors which may be important for their decision to invest or divest in the Company. As such, the existence of a widespread community of investors as well as the need to ensure simultaneous access to relevant information, justifies the imposition of certain ad hoc information disclosure duties whenever some relevant events occur.
Under such circumstances, the Company is promptly required to disclose such relevant information, for instance inside information, trading of own shares, management transactions, as well as information on the evolution of its share capital structure (i.e. qualifying holdings).
Inside information, own shares and management transactions
Corporate or Securities events
The Company must inform Euronext of corporate events in respect of the securities, at least 2 trading days before such event. Such information must be disclosed to Euronext in a timely manner in advance of such corporate event to allow it to take appropriate technical measures.
Such events include:
Bondholders’ Meeting
Bondholders discuss matters that are of common interest to them and exercise their rights in Bondholders’ Meetings. For each bond issuance a common representative may be appointed to act on behalf of all bondholders. The common representatives’ remuneration, as well as the expenses related with convening a bondholders meeting are normally born by the issuer Company. It’s worth noticing that specific regimes may have specific rules (e.g. covered bonds, securitisation, etc.) and the issuance terms may also require further requirements (not required by the law). It is important to also note that:
4. Other obligations
Mutual cooperation with Euronext and CMVM
Both CMVM and Euronext will be cooperative with the Issuer, being continuously available to provide assistance and reply to any queries – CMVM may be contacted through Issuers Department (+351 213 177 079 or [email protected]).
Whenever listed on any market, the Company must also be open and cooperative with CMVM and Euronext, providing full and prompt responses to requests, as well as complying with the reporting duties set up in the applicable laws.
