Continuous Disclosure Policy
Guiding Principle
Legend is committed to complying with the continuous disclosure obligations of the Corporations Act 2001 and the listing rules of Australian Stock Exchange Limited (ASX).
The guiding principles of continuous disclosure are set out in the Australian Securities & Investments Commission’s (ASIC’s) Better disclosure to investors publication.
Purpose
The Continuous Disclosure Policy is designed to ensure that:
- there is full and timely disclosure of Legend activities to shareholders and the market, in accordance with Legend’s legal and regulatory obligations; and,
- all stakeholders (including shareholders, the market and other interested parties) have an equal opportunity to receive and obtain externally available information issued by Legend.
The Policy is reviewed regularly to ensure that the Policy reflects any legislative or regulatory requirements or ‘best practice’ developments.
Accountabilities and Responsibilities
For administrative convenience, Legend has nominated the Company Secretary as the person responsible for communication with ASX. In addition, the Company Secretary has responsibility for overseeing and coordinating disclosure of information to ASX and communicating with the Chief Executive Officer and Chief Financial Officer in relation to continuous disclosure matters.
The Chief Executive Officer is responsible for overseeing and coordinating disclosure of information to the media and to analysts, brokers and shareholders and communicating with the Company Secretary in relation to continuous disclosure matters.
The Chief Executive Officer is responsible for overseeing and coordinating disclosure of information to the media and to analysts, brokers and shareholders and communicating with the Company Secretary in relation to continuous disclosure matters.
Responsibility for reviewing disclosure issues arising from open or one-on-one briefings with either financial market or media representatives lies with the presenter.
Each manager of a business unit is responsible for:
- communicating with the Company Secretary in relation to possible continuous disclosure matters; and
- communicating with the Chief Executive Officer in relation to media matters and investor relations matters concerning the business unit.
Disclosure Principle
In order to ensure Legend meets its obligations of timely disclosure of such information, the company adheres to the following practices:
- Immediate notification to ASX of information concerning the company that a reasonable person would expect to have a material effect on the price or value of the company’s securities as prescribed under Listing Rule 3.1, except where such information is not required to be disclosed in accordance with the exception provisions of the listing rules.
- All information disclosed to ASX is promptly placed on the company’s web site following receipt of confirmation from ASX.
External Communications
Under the Policy, only those Legend employees who have been authorised by a disclosure officer can speak on behalf of Legend to the media, analysts and investors.
Legend will not disclose price-sensitive information to any investor or analyst before formally disclosing the information to the market.
Because of Legend’s obligation to notify the ASX before giving information to any other party, the Policy recognises that Legend will not release price-sensitive information under an embargo arrangement.
Release of Briefing Materials
Any written materials containing new price-sensitive information to be used in briefing media, institutional investors and analysts are lodged with ASX prior to the briefing commencing. Upon confirmation of receipt by ASX, the briefing material is posted to the company’s web site. Briefing materials may also include information that may not strictly be required under continuous disclosure requirements.
Media releases, financial reports and AGM speeches are also lodged with ASX and upon confirmation of receipt by ASX, these are posted to the company’s web site.
Continuous Disclosure Committee
The functions of a continuous disclosure committee is to be undertaken within the auspices of the full Board (“the committee”).
A meeting of the committee may be convened from time to time to consider particular continuous disclosure issues.
The Board of Directors aims to ensure that shareholders are informed of all major developments affecting the company's state of affairs.
Information is communicated to shareholders through:
- the annual report;
- disclosures made to the Australian stock exchange;
- notices and explanatory memoranda of annual general meetings (AGM);
- the AGM;
- occasional letters from the board chair and CEO to specifically inform shareholders of key matters of interest; and
- the home page of the company's website, www.legend.com.au, where visitors may access copies of recent copies of
- ASX disclosures;
- Annual and Half year reports;
- Media Releases; and
- Group Profile.
It is both company policy and the policy of the auditor for the lead engagement partner to be present at the AGM and to answer questions about the conduct of the audit and the preparation and content of the auditors’ report.