Continuous Disclosure and External Communications

RXP Services Limited (ACN 146 959 917)
Board Policy 05/11: Continuous Disclosure and External Communications
Adopted by the Board on 29 April 2011
(ASX Best Practice Corporate Governance Principles and Recommendations: Recommendation 5:1)

1. Policy Objectives

1.1  The objective of this Policy is to ensure compliance by the Company with its continuous disclosure requirements under the Listing Rules and the Corporations Act 2001, which, amongst other things, will ensure that the marker is appropriately informed of the Company’s strategy and financial performance.

1.2  The Company will seek to achieve this by seeking to provide equal access to information for all investors and avoiding the disclosure of material information to any person on a selective basis.

2. Policy

Continuous disclosure

2.1 As at the date of this policy, Listing Rule 3.1 provides as follows:

Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have material effect on the price or value of the entity’s securities, the entity must immediately tell ASX that information.

2.2 As at the date of this policy, Listing Rule 3.1A provides the following exceptions to Listing Rule 3.1:

3.1           Listing Rule 3.1 does not apply to particular information while all of the following are satisfied.

3.1A.1   A reasonable person would not expect the information to be disclosed.

3.1A.2   The information is confidential and ASX has not formed the view that the information has ceased to be confidential.

3.1A.3   One or more of the following applies.

* It would be a breach of law to disclose the information.

* The information concerns an incomplete proposal or negotiation.

* The information comprises matters of supposition or is insufficiently definite to warrant disclosure.

* The information is generated for the internal management purposes of the entiy.

* The information is a trade secret.

2.3 Continuous disclosure obligations are reviewed as a standing item on the agenda for each regular meeting of the Board and all Directors are required to confirm details of any matter within their knowledge that might require disclosure to the market.

Equal access to information

2.4 Disclosable price sensitive information must be disclosed to ASX prior to disclosure to Analysts, the media or others outside the Company.

2.5 Following confirmation of receipt of lodgement, all information released to ASX will be available on or through the Company’s website.

Periodic Reporting

2.6 The Company will communicate regularly with shareholders through the following means:

2.6.1 Its full annual report, which the Company will sent to shareholders in hard copy, unless they elect to receive it by electronic copy;

2.6.2 Its annual general meeting, at which shareholders will be updated as to the Company’s performance and outlook.  Shareholders will be given the opportunity to ask questions of the Board and of the auditor about the audit who will be invited to the meeting;

2.6.3 release of the annual results in August each year and the interim results in February;

Market Briefings

2.7 The Company will brief the market as required:

2.7.1      if unexpected material events occur during the year; and

2.7.2      to ensure that the market is clear about the Company’s strategy, business & outlook.

2.8 No new materially price sensitive information will be provided at these briefings.  Questions at briefings that deal with material information not previously disclosed will not be answered.  All inadvertent disclosure of material information during marker briefings should be immediately released to ASX.

2.9 Slides and presentations used in briefings are to be released to ASX.

2.10 The Company may review analysts’ research reports but will limit its comments to factual matters and material previously disclosed.

Public Announcements – authorised spokespersons and releases 

2.11 Only the Chairman or CEO or a person authorised by the Chairman or CEO is authorised to make any public statement on behalf of the Company.

2.12 All ASX and media releases are to be approved by the Board except for:

2.12.1   urgent releases which must be approved by the Chairman or CEO and advised to all Directors prior to release; and

2.12.2   administrative releases such as disclosure of Director’s interests and substantial holder notices

2.13 Subject to the continuous disclosure obligations, the Company will not comment on rumours or market speculation.

Role of Company Secretary

2.14 All proposed media releases and external presentations must be reviewed by the Company Secretary in advance in order to minimise the risk of breaching the continuous disclosure requirements.

2.15 The Company Secretary is responsible for all communications with ASX.  The Chief Financial Officer should be involved in all discussions and meetings with analysts and investors.  A record should be kept of all meetings and briefings with investors/analysts.

Trading Halts

2.16 If a trading halt is necessary to ensure an orderly, fair and informed marker, it must be approved by the Board unless it is urgent in which case it must be approved by the Chairman (or a person authorised by the Chairman) and advised to all Directors prior to release.