Gofore Plc (‘Gofore’ or ‘Company’) is listed on the Nasdaq First North Finland market operated by Nasdaq Helsinki Ltd.
Gofore complies with currently valid Finnish laws and regulations in its operations. The Company’s corporate governance is based on compliance with the Limited Liability Companies Act (624/2006, including amendments), the Securities Markets Act (746/2012, including amendments), EU legislation, other legislation, the articles of association, Nasdaq Helsinki Ltd’s First North Rulebook and Guidelines for Insiders as well as regulations issued by the authorities. Since Gofore’s stock is traded on the First North Finland market, the Company is not obliged to comply with the Finnish Corporate Governance Code 2015 prepared by the Securities Market Association.
The purpose of this Disclosure Policy is to define the operating procedures for internal and external communication as well as investor relations that Gofore follows in its external communications. Any amendments to this document will be decided by the Board of Directors. However, any minor or technical changes to this document may be approved by the CEO.
The Company’s internal Disclosure Policy was approved by Gofore’s Board of Directors on 5 September 2017 and it will be revised as necessary.
The Company’s Certified Adviser in accordance with the First North Rulebook is Evli Bank Plc (‘Certified Adviser’).
The party responsible for maintaining the Disclosure Policy is the Company’s CEO, who also answers questions related to the Disclosure Policy.
Objectives and key disclosure principles
Gofore is committed to communicating actively and openly with all parties, regardless of whether the information being communicated is positive or negative in regard to the Company. The Company operates in all communication situations in a transparent, credible, anticipatory and consistent manner, with the aim of providing reliable and timely information to support the correct valuation of the Company’s shares.
Investor communication is always part of the Company’s other communications. Investor communication is based on the same core messages and values as the Company’s other operations and communications. Gofore follows a principle of consistency, high ethics and the rules and regulations concerning listed companies in all its communications.
Areas of responsibility in communications and investor relations
The party responsible for enforcing Gofore’s Disclosure Policy and deciding on potential deviations from it is the CEO.
Gofore’s investor communication is the responsibility of the CEO. The CEO is responsible for disclosing the Group’s financial results and all other information that the Company assesses as having a potential effect on the value of Gofore’s shares. The primary contact responsible for dealing with capital market representatives is the CEO, with the secondary contact being the CFO or the Chairman of the Board. Other Gofore representatives may also participate in meetings and events. It is recommended that all personal meetings be attended by two Company representatives. Instead of the CFO or the Chairman of the Board, the other person may be another member of the Board of Directors, the Marketing & Communication Director, an IR Executive or some other person chosen for the task on a case-by-case basis who is familiar with the matters to be discussed at the meeting.
Gofore’s primary channel for up-to-date information is the Company’s website (www.gofore.com), which provides equal access to all investors. All of Gofore’s company releases are available on the website for at least five years from their date of publication.
The Company conducts external disclosure primarily through Nasdaq’s publication system and through the Company’s website.
Gofore never uses social media as its primary communication channel for disclosing information covered by the disclosure obligation. Gofore has internal guidelines concerning the use of social media in Company communications.
Reporting and publication languages
The Company’s official reporting language is Finnish. All official material related to the disclosure obligation of listed companies is also published in English.
Disclosure obligation and disclosure
The Company’s releases are divided into two categories: company releases and press releases. The release category is chosen based on the relevance and significance of the information to be disclosed.
At Gofore, the decision to prepare a company release is made by the CEO after discussing the matter with the IR Executive. Company releases are approved by the Board of Directors or the Chairman of the Board or a person appointed by the Chairman. Company releases are signed primarily by the Board of Directors or the CEO. A technology-oriented release, such as an executive’s business area release, is approved and signed primarily by the CFO or the CEO in the CFO’s stead.
In accordance with Article 17 of the Market Abuse Regulation, Gofore informs the public as soon as possible of inside information which directly concerns Gofore. Gofore may, on its own responsibility, delay disclosure to the public of inside information provided that all of the following conditions are met:
a) immediate disclosure is likely to prejudice the legitimate interests of the Company,
b) delay of disclosure is not likely to mislead the public and
c) the Company is able to ensure the confidentiality of the information.
Gofore has an internal process in place for the assessment and disclosure of inside information, as well as for the assessment and monitoring of conditions for delay of disclosure and duration of delay. Gofore ensures ongoing monitoring of the fulfilment of the conditions for delay of disclosure and its readiness for immediate disclosure of information in the event of a leak. Gofore also sees to it that decisions on delay of disclosure and the related conditions are documented and stored in a permanent manner.
Gofore informs FIN-FSA that disclosure of the information was delayed immediately after the information is disclosed to the public. An explanation of how the conditions for delay of disclosure were met is also submitted to FIN-FSA upon request. Gofore discloses and stores all inside information that it is obliged to disclose on its website for at least five years.
The Company issues company releases to disclose inside information and matters covered by the regular disclosure obligation (financial reports) and all other decisions, matters related to the Company’s operations and other information that the Company is obliged to disclose based on regulations.
Gofore discloses as soon as possible in a company release all information related to the Company or its stock that is sufficiently precise and confidential and which, if it were made public, would be likely to have a significant effect on the prices of the Company’s shares, considering relevant legislation and the First North Rulebook, Nasdaq Helsinki Ltd’s rules and guidelines issued by the authorities. Such information may include, for example:
- significant changes in strategy
- significant organisational changes, changes in the composition of the Board of Directors, replacement of the CEO and auditor or replacement of the Certified Adviser
- significant cooperation and service contracts
- significant mergers, acquisitions and investments
- long-term investments
- significant changes in the business environment
- significant disputes or measures taken by the authorities
- decision on the implementation of stock-based incentive programmes profit warnings.
In addition to this, the Company also discloses the following in company releases:
- notice of shareholders’ meeting
- decisions made in shareholders’ meetings
- share buyback and transfer
- managers’ transactions.
In accordance with the MAR, Gofore notifies the transactions of its managers and persons closely associated with them relating to Gofore’s financial instruments based on received notifications promptly and no later than three business days after the date of the transaction. The aforementioned obligation is based on Article 19 of the Market Abuse Regulation (MAR). The obligation to notify transactions applies to all transactions once a total amount of EUR 5,000 is reached within a calendar year. The threshold is calculated by adding, without netting, all transactions within a calendar year. Gofore takes no responsibility for the veracity of the information notified by its managers and persons closely associated with them.
Press releases are issued to disclose information on matters and events that do not meet the criteria for company releases, but are assessed to be of general interest for investors, customers or other interest groups. The decision to issue a press release is made by the CEO together with the Marketing & Communication Director. Press releases are signed by the CEO of the Company.
The Company reports its financial information and key financial figures for the entire Group’s business operations as a single reporting segment.
The publication dates of half-year financial reports, the financial statement release and financial statements are announced before the end of the financial period and disclosed in a company release. In regard to the publication date of the financial statements, Gofore announces the week on which the completed financial statements are ready and available. The publication time of releases concerning financial results is also announced ahead of time. The results for the financial period and half-year results are immediately disclosed to Company personnel using the media that management considers most suitable for the task.
Financial results are primarily commented by the CEO. If the CEO is prevented from doing so, questions related to the financial results may be answered by the CFO or the Chairman of the Board. Gofore’s IR Executive may also answer questions addressed to him or her, using the words used to describe the financial results in the interim reports or profit warning.
Silent period and closed period
Gofore observes a 30-day silent period preceding the publication of its financial results. During this period, the Company’s representatives refrain from meeting with or contacting capital market representatives and the financial media. If an event during the silent period requires immediate publication, Gofore will publish the information without delay in accordance with regulations regarding the duty of disclosure, and may comment on the event in question.
In accordance with the MAR, Gofore observes a closed period of 30 days, during which persons discharging managerial responsibilities within Gofore are prohibited from trading the Company’s shares, debt instruments, derivatives or other financial instruments on their own account or for the account of a third party and from conducting other transactions. At Gofore, the closed period also affects persons working in Gofore’s core information team.
Outlook and profit warnings
In connection with the financial statement release, the Company may issue a financial or verbal assessment of the development of its turnover or EBITA relative to the previous year or in relation to strategic financial targets. The turnover assessment can be clarified during the financial period by defining a percentage range in connection with half-year financial reports, for example.
The Company issues a profit warning as soon as possible if the Company assesses that its financial position, profitability, turnover or other financial or business-related indicator has changed significantly from what was previously reported, and if disclosing this deviation would be likely to have a significant effect on the price of the Company’s stock. A profit warning may indicate worse or better (positive profit warning) development relative to what was previously reported.
The decision on issuing a profit warning is made together by the Chairman of the Board and the CEO immediately after they have received confirmation of a deviation as described above. If the Chairman of the Board cannot be reached quickly enough, the CEO makes the decision with the quorum of the Board of Directors. The aim is for as many Board members to participate in the handling of the matter as possible.
Rumours and leaks
In principle, Gofore does not comment on market rumours or the development of its share price. An exception is made if the rumour explicitly relates to inside information whose disclosure has been delayed, and the rumour is sufficiently accurate to indicate that the confidentiality of the inside information can no longer be insured, in which case Gofore discloses the inside information in question in a company release. In addition to this, Gofore may also comment on market rumours that have been deliberately spread with the intention of damaging the Company.
Gofore complies with relevant legislation, such as the MAR and Nasdaq Helsinki Ltd’s Guidelines for Insiders in matters related to inside information.
Gofore maintains a project-specific insider list of projects that are considered inside information. The Company has assessed that it does not have the kind of permanent insiders that would require drawing up a separate supplementary section of the insider list.
Persons included in the insider list are given written notification of their status as insiders and the resulting obligations, as well as on the applicable consequences of insider trading and the illegal disclosure of inside information.
Gofore has a separate crisis communication plan that is updated regularly. When necessary, the Company may assemble a separate crisis communication team that is responsible for internal and external communication during a crisis. The crisis communication team is led by the Chairman of the Board or the CEO. Statements to the media are issued by the Chairman of the Board or the CEO.