1. Disclosure principles and objectives
YIT Corporation’s (YIT) shares are listed on Nasdaq Helsinki. In its disclosure, YIT complies with EU regulation, Finnish law, the rules and regulations issued by Nasdaq Helsinki as well as guidelines provided by ESMA (European Securities and Markets Authority) and the Finnish Financial Supervisory Authority.
This disclosure policy describes the essential operating principles which YIT as a listed company observes when communicating with the capital markets and the media.
The purpose of the disclosure policy is to ensure simultaneous access to sufficient and accurate information on the company and its business operations to establish the price formation of securities issued by the company. Information is published without any undue delay and equitably.
The key principles in YIT’s communications are consistency, equitability, transparency, honesty and proactiveness.
2. Communication with the capital markets
YIT’s disclosure obligation comprises periodic disclosure and on-going disclosure obligation.
Disclosure of periodic information refers to information published by YIT on a regular basis, under and in accordance with the Finnish Securities Markets Act and other regulation and Nasdaq Helsinki’s rules and the standards of the Finnish Financial Supervisory Authority regarding its financial position and development in Interim and Half-Year Reports, Financial Statements Bulletin, Financials Statements and Report of the Board of Directors and company’s Corporate Governance Statement.
Under the on-going disclosure obligation, YIT primarily publishes as stock exchange releases only specified regulated information and on the other hand, insider information to be published under the Market Abuse Regulation (MAR).
According to MAR, inside information refers to information of a precise nature, which has not been made public, that relates, directly or indirectly, to one or more issuers or to one or more financial instruments, and that, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.
- Significant effect of information on the prices of financial instruments (relevance of information) means information likely to be used by a reasonable investor as part of the basis of an investment decision.
- Precise nature of information means that the information refers to circumstances or events which exist, have already occurred, or may reasonably be expected to come into existence or to occur.
- Information is specific enough if it enables a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the financial instrument. It makes no difference whether the direction of the potential price impact of the information can be determined in advance.
As per MAR, YIT shall inform the public as soon as possible of inside information which directly concerns the company, or delay such disclosure in accordance with MAR provided that the below conditions are met:
- Immediate disclosure is likely to prejudice the legitimate interests of YIT
- delay of disclosure is not likely to mislead the public; and
- YIT is able to ensure the confidentiality of that information.
YIT publishes information as required by the disclosure obligations as soon as possible, and simultaneously to all stakeholders consistently and accurately. In addition, YIT provides supplementary information which is of interest to investors as described in this disclosure policy. YIT undertakes active communications towards its stakeholders and aims to respond to the queries of investors, analysts and the media without undue delay.
2.1. Financial reporting
YIT publishes information on its financial performance and strategy in its Interim Reports and Half-Year Reports, Financial Statements bulletins, Financial Statements and Report of the Board of Directors according to a previously established schedule, published as a stock exchange release. The publication dates of the following financial year will be published before the end of each financial year.
2.2. Releases published by YIT
The releases published by YIT are divided into three types: stock exchange releases, investor news and press releases. The type of communication is determined on the basis of this disclosure policy and the valid release categories according to Nasdaq Helsinki.
2.2.1. Stock exchange releases
In accordance with the Market Abuse Regulation (MAR), YIT shall inform the public as soon as possible of inside information which directly concerns the company, or delay such disclosure in accordance with MAR provided that the below conditions are met.
Other stock exchange releases
In addition to inside information, stock exchange releases will be published in accordance with periodic and on-going disclosure obligation on the basis of the Finnish Securities Markets Act and valid release categories regarding the following matters, among others:
- Financial Statements, Report of the Board of Directors, Financial Statements Bulletin, Half-Year and Interim Reports, changes in the total number of share capital and company’s own shares
- issuance of trading instruments
- proposals made by the Board of Directors’ to the Annual General Meeting and the resolutions passed by the Annual General Meeting regarding, for example, the appointments of Board Members and Auditors
- Senior Executive level appointments and
- flagging notifications
- financial calendars
- managers’ transactions
- other information disclosed according to the rules of the exchange
Stock exchange release is issued in Finnish and English.
2.2.2. Investor news
Investor news contains information on events relating to YIT’s business operations which do not fulfil the criteria set in the disclosure policy, other regulation or disclosure policy for stock exchange releases, but which are assessed to be of general interest for investors. Investor news contains information on project launches, plot acquisitions, contracting agreements, investor transactions, investments, financing arrangements, corporate reorganizations, partnership agreements and reorganisation, streamlining or discontinuation of functions or operations.
As a rule, information on a project or investor transaction is disclosed as investor news if the value of the initiated/signed process/transaction exceeds EUR 10 million. The principle regarding significant projects is that the company’s self-developed projects are published when the decision to launch the project has been made. Projects carried out on a contractor basis and investor transactions are published once the agreement has been signed, or potentially already at an earlier phase if it is considered adequately likely that an agreement will be reached.
Investor news is issued in Finnish and English.
2.2.3. Press releases
Press releases aimed at general and professional media contain locally relevant information on events relating to YIT’s business operations which do not fulfil the criteria for a stock exchange release or investor news but which are assessed to be of news value or otherwise of general interest for the media.
2.3. Distribution channels and languages
All material information regarding YIT is simultaneously published in Finnish and English via Nasdaq Helsinki for the major media channels and on the company website www.yitgroup.com.
2.4. Silent period
Prior to results publications YIT has a so called silent period , during which YIT’s representatives do not meet capital market representatives or provide comments on YIT Group’s financial state or the future outlook of the company or its markets. The silent periods begin on April 1, July 1, October 1 and January 1 and last until the respective announcement of results. The schedule for results announcement and silent periods have been provided on the investor calendar on the YIT website.
The company determines in conjunction with the publication of the financial statements bulletin the forward-looking guidance for the current financial year. The estimates presented by the company are based on the view at the time of publication on the future development of the Group or its business areas. The actual results may substantially deviate from the development forecast by the company.
2.6. Profit warnings
A profit warning is published as a stock exchange release as soon as possible if the forecast on the development of YIT’s result materially changes in the course of the year or the factors on which the forecast was based have materially changed.
The need for the profit warning is assessed and decided on by the CEO of YIT jointly with the Chairman of the Board. A profit warning is considered as inside information to be published in accordance with the MAR and it is published as soon as possible.
2.7. Roles and responsibilities
YIT’s relations with the capital market representatives falls under the remit of YIT Corporation Vice President, Investor Relations. Meetings with investors and analysts are attended by the President and CEO, Chief Financial Officer and Vice President, Investor Relations and other YIT representatives as requested by YIT’s Investor Relations unit. No new information that materially affects the value of the securities issued by the company is provided in the meetings.
The Group’s media relations as well as the preparation of publishable information and ensuring that the Group’s disclosure policy is consistently observed falls under the remit of YIT Corporation’s Vice President, Communications. The heads of business segments participate in the preparation of the information on their respective segments.
Opinions on the operations and development of YIT Group are issued by the President and CEO, Executive Vice President, Chief Financial Officer, Vice President, Investor Relations and Vice President, Communications of YIT Corporation. Heads of business segments, business areas and specialists may issue opinions on matters within their own area of responsibility.
3. Crisis situations
Crisis communications are coordinated by YIT Corporation’s Vice President, Communications. Under exceptional circumstances all YIT communications, depending on the situations, are assigned to designated persons and the focus of all communications is the assurance of the quality of information published, transparency, promptness and proactiveness.
4. Rumours, leaks and market assessments
As a rule, YIT does not comment on any rumours circulating in the public, share price performance or analysts’ estimates. However, if a rumour explicitly concerns inside information the disclosure of which has been delayed in accordance with MAR, and contains such detailed information that confidentiality cannot anymore be ensured, YIT publishes a stock exchange release on the matter as soon as possible.
5. Guidelines for insiders
In its insider guidelines and insider administration, YIT complies with provisions of MAR and the regulation based on it, the guidelines from the Finnish Financial Supervisory Authority, as well as the rules and Guidelines for Insiders issued by Nasdaq Helsinki. YIT has also adopted Guidelines for Insider Matters and Trading in Financial Instruments as approved by the Board of Directors.
YIT Corporation’s Board of Directors has confirmed the Disclosure Policy on February 2, 2017.