The purpose of this Disclosury Policy is to specify the operating mode relating to the announcements and other external communications which Oma Säästöpankki Oyj Group’s parent company Oma Säästöpankki Oyj (hereinafter referred to as the ”Company”) complies with in its investor communications and financial reporting. In all its communications, OmaSp complies with
- the legislation of the EU and Finland
- the rules and regulations of the Helsinki Stock Exchange and
- the instructions of ESMA (European Securities and Markets Authority)
- EBA (European Banking Authority) and the Financial Supervisory Authority (FIN-FSA)
In addition, the Company observes the Corporate Governance Code for Finnish listed companies and the Company’s own internal instructions.
The key principles
The key principles for OmaSp's communications are openness, consistency, timeliness, neutrality, truthfulness and intelligibility. OmaSp communicates about both positive and negative issues to all interest groups simultaneously.
This Disclosury Policy provides a description of the key operating principles which the bank complies with when communicating with the capital markets and the media. The central objective of this Disclosury Policy is to ensure that correct and sufficient information on the company and its operations is simultaneously available to investors as a basis for the price formation of its securities.
OmaSp's disclosure obligation includes the disclosure of periodic and ongoing information. The periodic disclosure obligation refers to the information disclosed periodically on the company’s financial position and result. The ongoing disclosure obligation refers above all to the disclosure of inside information. Inside information refers to all accurate information that has not been made public and that relates directly or indirectly to the company or one or more of the company’s financial instruments and that, if it were made public, would likely have a considerable effect on the prices of the company’s financial instruments or the financial derivatives relating to them. In accordance with the Market Abuse Regulation (MAR), an issuer shall inform the public as soon as possible of inside information which directly concerns that issuer, unless there are conditions in accordance with MAR for delaying the disclosure of the information.
This Disclosury Policy were approved by OmaSp's Board on the 18th October 2018. This Policy will come into operation in such a way that the company will comply with this in the way applicable to an issuer of bonds immediately, and in the way applicable to an issuer of shares from the moment that the company submits a listing application to Nasdaq Helsinki. The company’s Disclosury Policy will be revised and updated as necessary.
Principles of communication
OmaSp’s communications are based on the periodic and ongoing disclosure obligation. The home member state of the company’s disclosure obligation is Finland.
The periodic disclosure obligation refers to information disclosed periodically on the bank's financial position and its development based on and in accordance with the Securities Market Act and other regulations and the rules of the Helsinki Stock Exchange and the Financial Supervisory Authority.
OmaSp periodically discloses:
- interim reports for the first and third quarters
- mid-year report
- financial statement bulletin
- financial statements, the Board of Directors’ report and
- reports of the OmaSp's administrative and control system, remuneration and bonuses in connection with the publication of the Board of Directors’ report
The reports relating to the periodic disclosure obligation include key information on the company’s financial position and result and their development. OmaSp discloses its financial figures at the Group level, including the financial information of the parent company. The bank has one business segment, which is banking.
OmaSp discloses its periodic reports on the date announced in the yearly calendar. After it has been made public, the yearly calendar will be available on the company’s website. Based on the ongoing disclosure obligation, the company discloses via a stock exchange release principally only separately regulated information and inside information which MAR requires to be made public. In accordance with MAR, inside information shall be accurate information that has not been disclosed and that relates directly or indirectly to the issuer or financial instrument and that, if it were disclosed, would likely have a considerable effect on the price of the financial instrument or the financial derivatives relating to it.
OmaSp discloses inside information as soon as possible, unless disclosing the information is delayed on the basis of MAR. In accordance with MAR, disclosing information may be delayed if the following conditions are met:
- Disclosing the information would likely endanger the Company’s legitimate interests,
- Postponing the disclosure of the information would be unlikely to mislead the public, and
- The company is able to guarantee that the information in question will remain confidential.
- In addition, because the company is a credit institution, in accordance with MAR it may postpone disclosing inside information if the information relates to a temporary liquidity problem and especially the need to acquire temporary liquidity assistance from the central bank or an emergency financier, if the Financial Supervisory Authority gives permission to postpone the disclosure of the information and all the conditions mentioned in MAR (Article 17) are met.
The decision to postpone the disclosure of information is made by the Board or the CEO, with the deputy CEO as their deputy, based on the assessment of whether the grounds for postponement are met. In connection with the postponement decision, the preconditions for postponing the publishing of information shall be documented, an insider list shall be established and the postponement decision made. OmaSp shall inform the Financial Supervisory Authority of the postponement decision in connection with the disclosure of the inside information. The issuing of a profit warning cannot be postponed.
In addition, OmaSp announces via stock exchange releases the business transactions of its executives and any other issues that the stock exchange rules require. OmaSp may also communicate via press releases about any events relating to its business operations that do not meet the requirements set for the disclosure of inside information or other stock exchange communications, but which are estimated to have news value or which are estimated to interest the company’s interest groups.
OmaSp’s administration, financial and non-financial reporting and monitoring have been arranged in such a way that the bank is able to fulfil its disclosure obligations. In matters concerning the disclosure of information, including what is disclosed and when, the power of decision lies with the CEO, and in matters decided by the Board, it lies with the Board.
Financial reports disclosed periodically are always preceded by a quiet period which begins 30 days before the date of disclosure of the next financial report. During this quiet period, the Company’s representatives shall not meet with capital market players or make statements on the Company’s business prospects, markets, financial performance or forecasts to the media or other parties. If any event taking place during a quiet period requires immediate disclosure, the Company shall disclose the information without delay in accordance with the regulations concerning the disclosure obligation and may comment on the event in question.
Future outlook and profit warnings
OmaSp describes its future prospects annually in its annual financial statement bulletin. The company also assesses its future development in the report of the Board of Directors, mid-year report and interim reports for the first three and nine months. The assessment of the future prospects concerns the remaining accounting period, unless announced otherwise. OmaSp shall issue a profit warning without undue delay if the company’s result or financial position improves or deteriorates more than forecast, or if the bank's financial outlook changes substantially from the forecast outlook. The profit warning is based on what the company has itself publicly forecast previously or what can fairly be concluded from information disclosed previously by the company. OmaSp's Board decides on whether to announce its future prospects and issue a profit warning. In exceptional circumstances, the decision can be made by the chairperson of the Board together with the CEO.
OmaSp has nominated representatives who have the right to make statements in the name of the company on all matters relating to the company. These nominated representatives are:
- The CEO, the Chief Financial and Administrative Officer and the Chief Communications Officer.
The CEO and the Chief Financial and Administrative Officer are primarily responsible for the relationship with the representatives of the capital markets, in addition to which the Treasurer will participate in maintaining the relationship with the representatives of bonds and investor certificates. The Chief Communication Officer is primarily responsible for contacts with the media. Other members of the management team, the managers of business units and experts will make statements on matters relating to their own areas of responsibility when agreed separately.
The CEO or any other member of the OmaSp's management team shall not comment on matters concerning the company’s Board. The Board is generally represented by the chairperson of the Board. Any statements made in the name of OmaSp must be made within the framework of previously published information and precisely in accordance with such information. Individual statements must not include information that deviates from information previously disclosed by the company, nor such complementary information that together with the previously disclosed information may form substantial new information that may be considered inside information. The representation of the Company in the social media is determined according to the internal instructions provided on the use of social media.
Executive business transactions
OmaSp discloses the business transactions of persons in management positions and their immediate circle in accordance with the provisions of MAR. Persons in management positions refer to members of the Board and the management group. Announcements relating to the business transactions of persons in management positions and their immediate circle shall be disclosed no later than three working days after the implementation of the transaction.
Investor and analyst communications
OmaSp actively meets with the representatives of capital markets and the media and strives to engage in active dialogue with market operators. Except during the quiet period, the bank shall reply to questions from shareholders, investors, analysts and the media without undue delay.
The purpose of the meetings is to provide useful information about the bank and its operational environment. Information must be disclosed within the framework of previously disclosed information and precisely in accordance with such information. No new, undisclosed information is to be provided in meetings, nor such complementary information that together with previously disclosed information may form such new substantial information that could be considered inside information.
Information about the analysts following the company and their assessments on the company may be disclosed on the company website. The opinions, assessments and forecasts of analysts belong to the analysts and do not represent or reflect the opinions, assessments and forecasts of the company or its management.
On request, OmaSp will amend the models created by analysts, but only as far as they concern the accuracy of facts and disclosed information. OmaSp will not be held responsible for assessments or forecasts published by the representatives of capital markets, nor comment on them. OmaSp will not comment on the company’s value creation or the value development of its financial instruments, favour any individual analyst or share analysts’ reports with the investment community.
Communication channels and the distribution and availability of information
Stock exchange releases are delivered without delay to the Helsinki Stock Exchange and key media and they are published on OmaSp's website. OmaSp uses the GlobeNewswire distribution system for sharing stock exchange releases.
The main source of information concerning OmaSp is OmaSp's website www.omasp.fi. OmaSp's press releases and financial reviews are available on the company website where they are made available in connection with the disclosure of information or other publishing of information. The financial reports published by OmaSp and its stock exchange releases will be available on the company website for no less than ten years since the date of their publication. OmaSp makes the material used in investor and analyst meetings available on its website.
OmaSp utilises social media in its communications. The social media is not the primary communication channel for disclosing information that is covered by the disclosure obligation or other information. The role of the social media is to support all other channels. The company has internal guidelines in place on the use of social media in OmaSp's communications.
OmaSp's official reporting language is Finnish. All stock exchange releases are published in Finnish and English at the same time. Press releases are published in Finnish.
In matters of the inside circle, OmaSp shall comply with the EU’s Market Abuse Regulation and the lower level decrees based upon it, as well as the provisions of the Securities Market Act, the instructions provided by the authorities and the currently valid rules of Nasdaq Helsinki Oy and insider instructions. OmaSp’s Board has authenticated insider instructions, which bind everyone working for OmaSp and all Board members.
Rumours and data leakage
In general, OmaSp does not comment on market rumours, unless it is necessary in order to correct essential or clearly false information. If it is likely that the market rumour will have a significant effect on the value of the company’s securities, OmaSp may publish a stock exchange release in order to provide the market with the correct information or to correct substantially incorrect or misleading information. If insider information concerning the Company has leaked to the public, the insider information must be disclosed to the public as soon as possible.
Changes, deviations and maintenance
OmaSp's CEO or a manager nominated by the CEO is responsible for the supervision and interpretation of these communication policies. If you have any questions about this Disclosury Policy, please turn to the CEO, the Chief Financial and Administrative Officer or the Chief Communications Officer. In individual cases and for weighty reasons, the CEO may deviate from this Disclosury Policy within the limits set by laws and regulations. OmaSp's Board decides on any changes to the Disclosury Policy. However, the CEO may approve minor or technical changes to this document, in which case the Board must be notified of the changes.