Disclosure policy
This Disclosure Policy defines the key principles and procedures that NoHo Partners Plc applies in this communication with the capital markets, media and other stakeholders. The purpose of the Disclosure Policy is to serve as a guide to the Group and those responsible for Investor Relations and Communications.
The Board of Directors of NoHo Partners has approved this Disclosure Policy on 20 December 2022 and it is updated as necessary.
Objectives and principles
The objective of the Disclosure Policy of NoHo Partners is to ensure that all parties on the markets have equal access to sufficient, correct and relevant information to determine the value of the company’s financial instruments, and to ensure that the information is disclosed in a consequent manner and without undue delay. The company communicates openly positive and negative matters alike. The information to be disclosed is meaningful and aims to give a truthful image of the company, its operations and financial situation.
The shares of NoHo Partners are listed at Nasdaq Helsinki. The Disclosure Policy of NoHo Partners complies with the Finnish and EU legislation, the rules and instructions of the stock exchange, the regulations and guidelines of the Finnish Financial Supervisory Authority (FIN-FSA) as well as the Corporate Governance Code issued for Finnish listed companies.
Responsibilities
Company representatives and spokespersons
The CEO and Deputy CEO shall give statements on behalf of NoHo Partners Group. These persons may, if necessary, delegate the right to give a statement to other NoHo Partners representatives.
The communication by the subsidiaries is the responsibility of the CEO and Deputy CEO of the parent company. Appointed business unit spokespersons may, however, give statements on the operation of their company, excluding any material information related to the company’s financial results, financial situation or future outlook, or information related to the Group.
Decision-making and preparation of information to be disclosed
NoHo Partners’ CEO and Deputy CEO are responsible for the communication with capital markets and for complying with disclosure requirements.
Financial reports are prepared by NoHo Partners’ finance organisation together with investor relations and the management. Stock exchange releases as well as possible related materials are prepared by the Investor Relations function of NoHo Partners together with the finance team and the management.
NoHo Partners’ CEO or Deputy CEO approves all stock exchange releases prior to publication. Investor news are approved by the CEO, Deputy CEO or CFO of the company. The company’s Board of Directors approves the financial statements, reports by the Board of Directors, financial statements releases, interim and half year reports, profit warnings and any other stock exchange releases of particular significance.
NoHo Partners’ Investor Relations is responsible for the publication and distribution of releases to Nasdaq Helsinki and the main media.
The Disclosure Policy is approved by the Board of Directors of NoHo Partners Plc. The CEO may decide on technical changes to the Disclosure Policy. Investor Relations and legal affairs of NoHo Partners review regularly the need to update the Disclosure Policy.
Information to be disclosed
Periodic disclosure obligation and other regular reporting
NoHo Partners discloses information on its financial situation and results in the financial statements release, annual report as well as in interim and half year reports. The annual report includes the financial statements, the report by the Board of Directors including the report on other than financial information, the Corporate Governance Statement, the Remuneration Report and the audit report. Financial information and key figures are published for NoHo Partners Group as well as for the reported business segments.
The publication dates of the financial reports within the periodic disclosure obligation are disclosed before the end of the previous financial period.
Inside information
NoHo Partners publishes inside information as soon as possible, unless the disclosure is delayed provided the conditions for delay are met as set by the Market Abuse Regulation. Together with the decision to delay the disclosure, the conditions to delay are documented and a related insider list is established. The company notifies the FIN-FSA of the decision to delay disclosure immediately as the inside information is made public.
Future guidance and profit warnings
The company shall annually disclose its outlook statement as a part of the financial statement release and evaluates its future development in interim and half year reports. The guidance regards, unless otherwise stated, the remaining financial year.
The assessment provided is based on the view of the company’s management on the estimated development of the group and its business operations at the time it is presented. In uncertain market circumstances, the company’s Board of Directors can decide to withhold from issuing such statement. The purpose of profit guidance is to facilitate the capital markets in making a reasonable evaluation of the company’s future development.
A profit warning will be issued without undue delay if the company’s view on the development of the company’s financial outlook deviates unexpectedly and significantly in a positive or negative manner from the company’s previously disclosed estimate or from what can be reasonably estimated based on the previous disclosures of the company. The issuance of the profit warning is decided on by the Board of Directors, and the issuing of a profit warning cannot be delayed.
Rumours, market forecasts and information leaks
NoHo Partners does not comment market rumours, unless it is necessary to correct. The company may consider publicly disclosing a stock exchange release to correct clearly incorrect or misleading information that is likely to have a significant effect on the price of the company’s financial instruments.
The company also does not comment analysts’ forecasts. NoHo Partners may, upon request, review an analysis only to confirm the accuracy of information.
In the event that confidential and relevant information has leaked to a third party, the confidentiality of the inside information cannot be otherwise guaranteed or the information has leaked to the public, the company will disclose the matter as a stock exchange release as soon as possible.
Crisis communication
The Group has in use principles and guidelines for crisis communication in exceptional circumstances. In crisis situations, the CEO is in charge of communications with the support of Deputy CEO and the Chairman of the Board of Directors. Crisis communications is carried out by designated persons.
The key principles in crisis communications include ensuring the accuracy of the information to be published, openness, speed and human consideration as well as following any communication instructions by authorities.
Silent period
NoHo Partners observes a silent period of 30 calendar days before the publication of financial reports. During this time, the company representatives do not meet with investors, analysts or other representatives of the capital markets nor give interviews. An exception to this rule is an event during the silent period that requires immediate publication in accordance with regulations related to the disclosure obligation, such as the general meeting.
Release types used by NoHo Partners and the company website
Stock exchange releases
In addition to inside information, NoHo Partners discloses information as a stock exchange release on the following topics, among others:
- financial statements, interim and half year reports
- profit warnings
- notice to and resolutions of the annual general meeting
- changes in company shareholdings (flagging notifications), manager transactions and by their closely associated persons
- share issuance, public offerings, acquisition or disposal of the company’s own shares
- changes in the Group management, board of directors or responsible auditor
- share-based incentive programs
- significant investments, acquisitions or partnerships
- significant corporate, financing or co-operation negotiations
- other events strategically significant for the Group
In addition, the company publishes other information to be disclosed (e.g., notice to the Annual General Meeting) according to the rules of the exchange and the law.
The official reporting language of NoHo Partners Plc is Finnish, but all regulated disclosures are published both in Finnish and in English.
Investor news
Through investor news, NoHo Partners provides information about events related to the company’s business that do not fulfil the criteria for a stock exchange release but are estimated to be otherwise of interest among the company’s stakeholders. Investor news are published in Finnish and in English.
Media releases and social media
NoHo Partners restaurants and business units publish media releases targeted at the general, local and/or trade media about the unit’s own operations and that are considered to be newsworthy especially locally. Media releases are published mainly in Finnish or in the local language. Business units are responsible for the publication.
In addition, NoHo Partners and the business units of the Group communicate through social media. The role of social media is to support other communications channels. Social media is never the primary communications channel for information regulated by the disclosure obligation.
Website
The main source for information about NoHo Partners is the website www.noho.fi. All company releases are available at the website. The website maintains an archive of at least five years of all stock exchange releases and of ten years of all financial and other regular reports.
Meetings with investors, analysts and media
NoHo Partners meets regularly with representatives of the capital markets and media. The company aims to respond to questions from investors, analysts and media without undue delay.
The company may organise events for analysts and media as well as Capital Markets Days, as necessary. The events may be followed by phone or online.
In addition, NoHo Partners may participate in investor events hosted by partners, such as banks. The purpose of the meetings is to provide background information on the company and its market environment. The discussions at such events are restricted to information published by NoHo Partners or otherwise generally available on the market. No unreleased information that may have a material impact on the value of NoHo Partners’ financial instruments is disclosed in such meetings.
Insider guidelines
NoHo Partners complies with the applicable Insider Guidelines of Nasdaq Helsinki in force.
The discharging managerial responsibilities of NoHo Partners and anyone participating in the financial reporting may not trade (on their own or other’s behalf) in the company’s financial instruments during a period that starts 30 days before the day after the publication of the following interim report or financial statements release (so called closed window). Persons who participate in the planning and preparation of projects involving inside information are considered project-specific insiders by the company. They are listed in a separate project-specific insider list maintained by the company.
Information concerning the persons named as in charge for insider matters and insider register is available at the company’s website.