Outokumpu is committed to active and open communication with all of its stakeholders in a credible, proactive, unbiased and timely manner.
Outokumpu shares are listed on the Nasdaq Helsinki Ltd., which puts requirements as well as limitations on Outokumpu’s communication activities. Further, all of Outokumpu’s communication activities are done in accordance with company’s Code of Conduct.
This Disclosure Policy outlines the key principles Outokumpu follows when communicating with media, investors, analysts and other key stakeholders. This policy is reviewed and updated as and when needed.
Key principles and goals
As a listed company, Outokumpu’s public disclosure is regulated by the Finnish and EU legislation, e.g. Companies Act, Finnish Securities Markets Act as well as the rules and recommendations of NASDAQ Helsinki Ltd. and the Finnish Financial Supervisory Authority. Outokumpu strictly adheres to all disclosure regulations. It means that Outokumpu will disclose all decisions and information that may have a material impact on the value of the company’s securities without undue delay. Furthermore, any changes in price sensitive information are disclosed according to the same key principles of openness, proactivity, speed and consistency.
Additionally, Outokumpu takes into consideration the self-regulation rules and good disclosure practices, such as the Finnish Corporate Governance Code issued by the Finnish Securities Market Association.
The goal of Outokumpu’s public communications is to provide information on Outokumpu’s business performance and its operations, strategy, investments and other business related information to all parties at the same time.
Outokumpu Disclosure Policy identification
Policy approver: Board of Directors
First approved: 24 March 2009
Updated : February 2, 2017
Press and stock exchange releases
Price sensitive information
Typically price sensitive information at Outokumpu is related, but not limited to:
Information on financial performance and outlook, as well as material deviations from set targets, forecasted financial performance or changes in market environment
Significant changes in strategy
Major investment decisions
Significant changes in scope of business and operations, for example through mergers and acquisitions, divestments or restructuring
Changes in the Board of Directors, Outokumpu Leadership Team and auditors
Price sensitive information that might have a material impact on the company’s securities is always published simultaneously and without undue delay as a stock exchange release. The disclosure obligation of price sensitive information is fulfilled irrespective of whether the information is positive or negative for the company or its share price.
The disclosures include all the relevant facts and details that are required to form a correct understanding of the matter as well as the impact on Outokumpu’s financial performance or financial condition. The dissemination of the information is organized in a manner that ensures that the information reaches all target groups (the stock exchange, media, investors and analysts, employees and other stakeholders) simultaneously and without undue delay. All price sensitive information that has been disclosed is immediately available on the company’s website providing equal access to information.
On information that is not price sensitive but newsworthy or of interest to key stakeholders, Outokumpu publishes press releases. All releases are prepared, approved and distributed by Outokumpu’s Communications team and published in Outokumpu’s name.
Contacts with investors, analysts and media
Outokumpu's representatives proactively meet with analysts and other financial community representatives as well as the media. Outokumpu aims to promptly respond to inquiries received from investors, media, analysts and other key stakeholders through the communications and investor relations teams.
In all discussion with media and investors, topics are restricted to the information already published by the company or otherwise publicly available. No new information that could have a material impact on the share price is given unless publicly disclosed according to the company's publication process.
The insider laws and regulations, including the Finnish Securities Act, the Guidelines for Insiders issued by NASDAQ Helsinki Ltd and the Market Abuse Regulation (EU), constitute the primary legal framework for the insider issues relevant to the Group and its employees.
Price-sensitive information is considered inside information until it is disclosed according to the company's disclosure principles. Outokumpu's Legal team is responsible for managing all insider issues, including the company's Insider Rules, training of persons subject to trading restrictions and project-specific insiders as well as maintaining a non-public list of Notifying Persons.
Irrespective of whether an employee is included in one of the aforementioned groups, he or she is not allowed to disclose any non-public price sensitive information to other parties. If material price sensitive information is accidentally disclosed, a stock exchange release on the issue will be published without delay.
Only authorized spokespeople can issue statements on behalf of the company. The key spokesperson roles of Outokumpu are the CEO, CFO and assigned members of the communications and IR teams. Outokumpu press and stock exchange releases always contain contact details of the persons providing further information.
The key objective of Outokumpu's Investor Relations is to achieve liquidity and fair valuation for the Outokumpu share by enhancing capital markets interest and understanding in Outokumpu and by building investor loyalty. Outokumpu is committed to a high level of service to investors, analysts and financial media and will respond to questions and inquiries quickly and comprehensively.
Outokumpu pursues active dialogue with investors and analysts through conference calls, one-on-one meetings, roadshows and conference participations. In meetings discussions are in line with already published or otherwise publicly available information. No unpublished, new information that could have a material impact on the company's share price is provided in the meetings.
Outokumpu's official investor relations spokespersons are CEO, CFO and the Head of Investor Relations. Other executives and employees participate only as per specific agreement.
Outokumpu observes a silent period of 30 days prior to the release of its quarterly financial results. During this time, spokespersons do not discuss the company's performance or market developments, hold any meetings with investors, analysts or media or attend any conferences.
In connection with the publication of quarterly financial results Outokumpu arranges conference calls or other meetings to promote equal access of information. Capital Markets Days are arranged on regular basis to provide insight into strategic or financial topics.
Outokumpu does not comment on the company's share price or its future development. Neither does Outokumpu comment on activities of its competitors, suppliers or customers. Analyst reports are only commented to correct factual errors. Analyst opinions and conclusions such as target prices or recommendations are not discussed in public. The level of consensus estimates can be discussed but no opinions on them will be expressed. Consensus data is made available on the company website.
All financial information, annual and interim reports as well as financial content of releases, is prepared with the intention to improve the transparency and visibility of Outokumpu's financial performance. Outokumpu issues reports on its financial performance on quarterly basis. The reports contain a review section and a table section. The financial section of the annual report includes the audited consolidated financial statements. The annual report is published latest three weeks prior to the annual general meeting of shareholders.
Outokumpu gives guidance in the form of an outlook statement published in the interim reports and annual accounts. Outokumpu provides outlook statements only for a period for which the company has reasonable visibility. The information needs of the financial community are taken into account when preparing the outlook statement. It can include both numerical forecasts and descriptive statements on Outokumpu's profit, balance sheet, cash flow, delivery volumes or prices. Information on the market and the company's actions may also be included. Outlook statements published in interim reports and annual accounts are approved by the Board of Directors.
If additional details on the future outlook are clearly needed by the markets of if Outokumpu's performance substantially deviates from the current outlook statement, the official outlook statement will be rephrased and published as a stock exchange release according to the company's disclosure principles.
In the event of a significant or unexpected change in the financial standing of the company, or an expected substantial deviation from the outlook, Outokumpu issues a profit warning as a stock exchange release.
Main communications channels
The main communications channels are Outokumpu's website (www.outokumpu.com) for communicating the latest information to its stakeholders. Information is also published via NASDAQ Helsinki Ltd and the main media channels. All releases can also be found on the company's website immediately after publication to ensure equal dissemination of information. All financial materials can also be found on the company's website for a minimum of five years after publication.
Rumors and leaks
Outokumpu does not comment on market rumors. However, if there is a clear leak on a material, price sensitive issue that is under preparation or misleading rumors that clearly have an effect on the share price, Outokumpu will publish a release without undue delay.
Communication in crisis situations
Outokumpu communicates according to its communications principles - fast, openly and honestly - in all crisis situations. Outokumpu's Crisis Management Guideline describes the responsibilities of crisis management and defines main principles for crisis communications. All Outokumpu's units are responsible for preparing plans, assigning responsibilities and training employees in crisis communications.
Outokumpu's official reporting language is English. Outokumpu also provides all regulated information in Finnish.