Download in PDF Format (76 KB)1. Introduction
1.1 The shares of Eyecare Partners Limited (Company) are (or are to be) quoted on ASX Limited (ASX).
1.2 Under the ASX Listing Rules a company must continuously disclose price-sensitive information to the market. Price-sensitive information is information that a reasonable person would expect to have a material effect on the price or value of a company's securities.
1.3 The disclosure obligation is given legislative force under the Corporations Act 2001 (Cth) (Act).
1.4 The Group is committed to complying with the continuous disclosure obligations contained in the ASX Listing Rules and the Act
1.5 This protocol embraces the principles contained in the ASIC guidance note Better Disclosure for Investors, ASX Guidance Note 8 and the Principles of Good Corporate Governance and Best Practice Recommendations published by the ASX Corporate Governance Council.
2. Defined terms
In this protocol:
Company Securities includes shares in the Company or a Group member, options over those shares and any other financial products of the Group traded on ASX.
Disclosure Officer means the Company Secretary.
Group means the Company and its controlled entities.
3. Objective
3.1 The objective of this protocol is to:
(a) ensure the Company immediately discloses all price-sensitive information to ASX in accordance with the ASX Listing Rules and the Act;4. Disclosure Officer
(b) ensure officers and employees are aware of the Company's continuous disclosure obligations; and
(c) establish procedures for(i) the collection of all potentially price-sensitive information;
(ii) assessing if information must be disclosed to ASX under the ASX Listing Rules or the Act;
(iii) releasing to ASX information determined to be price-sensitive information and to require disclosure; and
(iv) responding to any queries from ASX (particularly queries under Listing Rule 3.1B (see paragraph 8).
4.1 The board has appointed the Company Secretary to act as the Disclosure Officer.
4.2 The following matters are reserved for the board of directors:
(a) deciding if information should be disclosed to ASX in accordance with paragraph 5 and subject to any decision of the board;4.3 The Disclosure Officer is responsible for:
(b) monitoring regulatory requirements so that this protocol continues to conform with those requirements;
(c) monitoring movements in share price and share trading to identify circumstances where a false market may have emerged in Company Securities; and
(d) making decisions about trading halts.
(a) ensuring compliance with continuous disclosure obligations;4.4 The Disclosure Officer must maintain a file (Disclosure File) of:
(b) establishing a system to monitor compliance with continuous disclosure obligations and this protocol;
(c) conducting all disclosure discussions with ASX;
(d) communicating with ASX about general matters concerning the ASX Listing Rules (in accordance with ASX Listing Rule 12.6);
(e) ensuring officers and employees are aware of and adequately understand:(i) the continuous disclosure obligations;(f) if the Disclosure Officer thinks it necessary, implementing training sessions for officers and employees in relation to the continuous disclosure obligations, their responsibilities in relation to those obligations and the protection of confidential information and this protocol;
(ii) their responsibilities in relation to the continuous disclosure obligations and to protect the confidentiality of information (including, when instructing advisers or conducting negotiations in relation to any matter that may give rise to price-sensitive information); and
(iii) this protocol;
(g) implementing and supervising procedures for reporting potentially price-sensitive information; and
(h) ensuring (using all reasonable endeavours) announcements are factual, do not omit material information and are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.
(a) material disclosed to ASX;4.5 The Disclosure Officer must report the information referred to in paragraph 4.4 to the board of directors at each Board meeting.
(b) communications with ASX under Listing Rule 3.19B;
(c) potentially price-sensitive information that has come to the Disclosure Officer's attention and has not been disclosed to ASX; and
(d) reasons why any potentially price-sensitive information was not disclosed.
5. Deciding if information should be disclosed
5.1 The Disclosure Officer is responsible for deciding if information should be disclosed, in accordance with paragraphs 5.2 to 5.4. All potentially price-sensitive information must be given to the Disclosing Officer or the Chairman of the board of directors (if the Disclosure Officer is unavailable).
5.2 If the board of directors decides information is price-sensitive and must be disclosed, the Disclosure Officer must:
(a) write to ASX disclosing the information; and5.3 If the board of directors cannot reach consensus as to whether information is price-sensitive or if it must be disclosed, the board of directors must refer the matter to the Chairman of the board of directors who will, if necessary, seek external legal or financial advice. If the Chairman decides that the information is price-sensitive, the Disclosure Officer must:
(b) send a copy of the letter to each director.
(a) write to ASX disclosing the information; and5.4 If the board of directors decides information is not price-sensitive, or does not have to be disclosed, the Disclosure Officer must:
(b) send a copy of the letter to each director.
(a) make careful notes setting out:5.5 If an officer or employee is in doubt about whether information is potentially price-sensitive, he or she must immediately give the information to the Disclosure Officer or another member of the board of directors (if the Disclosure Officer is unavailable).(i) how the information came to their attention; and(b) place those notes on the Disclosure File.
(ii) why it is not price-sensitive, or why it does not have to be disclosed; and
6. Assessing if information is price-sensitive
6.1 The guiding principle is that the Company must immediately disclose to ASX any information concerning the Group that a reasonable person would expect to have a material effect on the price or value of Company Securities.
6.2 If information would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of Company Securities, it is material. However, information could be material in other ways. If there is any doubt, the information should be disclosed to the Disclosure Officer or another member of the board of directors (if the Disclosure Officer is unavailable).
6.3 Examples of the types of information that may need to be disclosed include:
(a) a change in revenue, or profit or loss, forecasts;6.4 There are many other types of information that could give rise to a disclosure obligation. For example, a development in a company affiliated with, but not controlled by, the Company may be price-sensitive when related to the Company itself.
(b) a change in asset values or liabilities;
(c) a change in tax or accounting policy;
(d) a change in the attitude of significant investors to investing in Company Securities;
(e) a decision of a regulatory authority in relation to the Group's business;
(f) a relationship with a new or existing significant customer or supplier;
(g) a formation or termination of a joint venture or strategic alliance;
(h) an entry into or termination of a major contract;
(i) a significant transaction involving the Company or any of its controlled entities;
(j) a labour dispute;
(k) a threat, commencement or settlement of any material litigation or claim;
(l) the lodging of a document containing price-sensitive information with an overseas exchange or other regulator so that it is public in that country;
(m) an agreement between the Company and one of its directors or one of their related parties; or
(n) a director's health.
7. Exception to disclosure
The Company does not have to give ASX information if:
(a) a reasonable person would not expect the information to be disclosed;8. False markets, market speculation and rumours
(b) the information is confidential and ASX has not formed the view that the information has ceased to be confidential; and
(c) one or more of the following conditions in ASX Listing Rule 3.1A.3 applies:(i) it would be a breach of the law to disclose the information;
(ii) the information concerns an incomplete proposal or negotiation;
(iii) the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
(iv) the information is generated for internal management purposes; or
(v) the information is a trade secret.
8.1 Market speculation and rumours, whether substantiated or not, have the potential to impact on the Company. Speculation may also contain factual errors that could materially affect the Company.
8.2 The board of directors will monitor movements in the price or trading of Company Securities to identify circumstances where a false market may have emerged in Company Securities.
8.3 If ASX asks the Company to give it information to correct or prevent a false market, the Disclosure Officer is responsible for giving the information to ASX after following the procedure in paragraph 5.
8.4 The Group's general policy on responding to market speculation and rumours is that it does not respond to market speculation or rumours. However, the board of directors may decide to make a statement in response to market speculation or rumours if:
(a) it considers it is obliged at that time to make a statement to the market about a particular matter; orto prevent or correct a false market occurring in Company Securities.
(b) ASX asks for information,
9. Public release of disclosed information
9.1 The Company will publicly release all information disclosed to ASX under this protocol by placing it on its website.
9.2 The Disclosure Officer must confirm that the Company has received confirmation from ASX that the information has been released to the market, before publicly releasing the information.
10. Trading halts
10.1 The Company may ask ASX to halt trading in Company Securities to:
(a) maintain orderly trading in its securities; and10.2 The board of directors will make all decisions about trading halts.
(b) manage disclosure issues.
10.3 Employees may only ask ASX for a trading halt if the board of directors approves.
11. Authorised spokespersons
11.1 Only the following persons may speak on behalf of the Group to institutional investors, stockbroking analysts and the media:
(a) The Chairman;11.2 Those persons may only clarify information that the Company has publicly released and must not comment on price-sensitive information that has not been released to the market.
(b) The Managing Director; and
(c) any person authorised to speak on behalf of the Group by the board of directors.
11.3 The Group will not expressly or implicitly give institutional investors or stockbroking analysts earnings forecast guidance that has not been released to the market.
11.4 If other employees are asked to comment by an external investor, stockbroking analyst or the media in relation to any matter concerning the Group they must:
(a) say that they are not authorised to speak on behalf of the Company; and11.5 Before any media release can be issued the Disclosure officer must:
(b) refer the investor, stockbroking analyst or media to the Disclosure Officer.
(a) review it;12. Open briefings to institutional investors and stockbroking analysts
(b) disclose it to ASX; and
(c) confirm that the Company has received confirmation from ASX that the information in the media release has been released to the market.
12.1 The Company may hold open briefings with institutional investors or stockbroking analysts to discuss information that has been released to the market.
12.2 For the purposes of this protocol:
(a) public speeches and presentations by the managing director or chief financial officer are open briefings; and12.3 Price-sensitive information that has not been released to the market must not be disclosed at open briefings.
(b) any meeting that is not an open meeting is a one-on-one briefing.
12.4 If a question raised in a briefing can only be answered by disclosing price-sensitive information, employees must:
(a) decline to answer the question; or12.5 If an employee participating in a briefing thinks that something has been raised that might be price-sensitive information that has not been publicly released, he or she must immediately inform the Disclosure Officer or any member of the board of directors (if the Disclosure Officer is unavailable).
(b) take the question on notice and wait until the Company releases the information to the market through ASX.
12.6 Before any open briefing, the Company will inform the market about the briefing through ASX and on the Company's website.
13. One-on-one briefings with institutional investors and stockbroking analysts
13.1 It is in the interests of shareholders that institutional investors and stockbroking analysts have a thorough understanding of the Group's business, operations and activities.
13.2 The Company may hold one-on-one briefings with institutional investors and stockbroking analysts. At these briefings, the Company may give background and technical information to help institutional investors and stockbroking analysts better understand its business operations and activities.
13.3 For the purposes of this protocol, a one-on-one meeting includes any communication between the Company and an institutional investor or a stockbroking analyst.
13.4 Price-sensitive information that has not been released to the market must not be disclosed at one-on-one briefings.
13.5 File notes must be made of all one-on-one briefings and kept for a reasonable period.
13.6 If an employee participating in a one-on-one briefing thinks that something has been raised that might be price-sensitive information that has not been publicly released, he or she must immediately inform the Disclosure Officer or another member of the board of directors (if the Disclosure Officer is unavailable).
13.7 Before any series of one-on-one meetings, the Company will inform the market about the one-on-one briefings through ASX and on its website.
14. Presentational and briefing materials
Any presentational or briefing materials for open or one-on-one briefings must be given to the Disclosure Officer before the briefing to determine if they contain any price-sensitive information that has not been released to the market.
15. 'Blackout' periods
To protect against inadvertent disclosure of price-sensitive information, the Company will not hold one-on-one and open briefings (except to deal with matters subject to an announcement through the ASX) between:
(a) the end of its financial reporting periods and the announcement of results to the market; and16. Review of reports by analysts
(b) sending notice of an annual general meeting to shareholders and the holding of the meeting.
16.1 The Group is not responsible for, and does not endorse, reports by analysts commenting on the Company.
16.2 The Group does not incorporate reports of analysts in its corporate information, including its website (this also extends to hyperlinks to websites of analysts).
16.3 If an analyst sends a draft report to the Group for comment:
(a) employees must immediately send it to Disclosure Officer;16.4 Any correction of a factual inaccuracy does not imply that the Group endorses a report.
(b) any response to it will not include price-sensitive information that has not been disclosed to the market;
(c) it will only be reviewed to correct factual inaccuracies on historical matters; and
(d) no comment will be made on any profit forecasts contained in it.
16.5 A standard disclaimer will be made in any response to an analyst.
17. Informing employees
17.1 This protocol or a summary of it will be distributed to employees to help them understand the Company's continuous disclosure obligations, their individual reporting responsibilities and the need to keep the company's information confidential.
17.2 The Group's share trading policy will also be distributed to the employees. That policy also relates to the treatment of price-sensitive information.
18. Protocol breaches
If an employee breaches this protocol, he or she may face disciplinary action, including dismissal in serious cases.
19. Questions
Any questions about the Company's continuous disclosure obligations or this protocol should be referred to the Disclosure Officer.
20. Review and changes
20.1 The board of directors will review this protocol as often as it considers necessary.
20.2 The board may change this protocol form time to time by resolution.