Reef
Casino Trust
Managed by Reef Corporate Services Limited
ABN 66 057 599 621
Click here to be redirected
to The Reef Hotel Casino website.
http://www.reefcasino.com.au
|
Managed by Reef Corporate Services Limited Click here to be redirected
to The Reef Hotel Casino website.
http://www.reefcasino.com.au |
|
Investor Information The Reef Hotel Casino Community Benefit Fund Corporate Governance
|
Continuous Disclosure Policy
1. What is the key disclosure requirement? The ASX Listing Rules and the Corporations Act require that once the Responsible Entity (Reef Corporate Services Ltd or RCS) is or becomes aware of any information that a reasonable person would expect to have a material effect on the price or value of the Trust’s securities (price-sensitive information), RCS must immediately give ASX that information.
Penalties apply under the Corporations Act for failure to disclose.
Announcements will be clear and balanced and provide equal access to all investors.
2. When is the Responsible Entity “aware” of information? RCS becomes aware of information if a director or executive officer (that is, a person concerned in, or taking part in, the management of the entity) of the responsible entity has, or ought reasonably to have, come into possession of the information in the course of the performance of their duties as a director or executive officer of the responsible entity.
3. What is price-sensitive information? Information is price-sensitive if it would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Trust’s securities.
A monetary test, using thresholds for accounting standards, may be used to assist in making a decision. However, qualitative materiality is also relevant, for example, whether a matter could significantly affect the trust’s image or reputation and whether a matter could significantly affect the trust’s ability to carry on business.
The following are types of information that may be price-sensitive:
4. When can information be withheld from disclosure? Three separate tests must all be met in order for price-sensitive information to be withheld from disclosure.
Test 1: A reasonable person would not expect the information to be disclosed.
Test 2: The information is confidential and ASX has not formed the view that the information has ceased to be confidential.
RCS may give information to third parties in the ordinary course of its business and activities as responsible entity and continue to satisfy this requirement, provided that RCS retains control over the use and disclosure of the information. For example, the information may be given to the trust’s advisers for the purpose of obtaining advice or to a party with whom the trust is negotiating for the purposes of the negotiation.
Test 3: One or more of the following (known as “carve-outs”) applies:
5. False market: ASX requires information to be disclosed If ASX considers that there is or is likely to be a false market in the trust’s securities and asks the trust to give it information to correct or prevent a false market, RCS must give ASX the information needed to correct or prevent the false market.
6. Information to ASX first If information is required to be disclosed to ASX, it may not be given to anyone else until the information has been given to ASX and ASX acknowledges that the information has been released to the market. This also means that information must not be given to the media before ASX even on an embargoed basis.
7. Trading halts RCS may ask ASX to apply a trading halt. To request a trading halt, the trust must give ASX the information set out in the listing rules, including information about the reasons for the trading halt, how long it wants the trading halt to last and the event it expects to happen that will end the trading halt. Generally, a trading halt can only last until the commencement of trading on the second trading day after the day the trading halt is imposed. The use of trading halts is encouraged by ASX to assist an entity in managing its continuous disclosure obligations, for example, where there has been media comment that warrants a response, but the entity is not able to make a response immediately.
Disclosure protocols
8.Procedures for decision whether to disclose information Employee: If an employee becomes aware of information that may be price-sensitive information, the employee must immediately inform the Company Secretary. It is important that you do not prejudge whether information is price-sensitive – if you think it may be price-sensitive, tell the Company Secretary. If the Company Secretary forms the view that the information may be price-sensitive, the Company Secretary must refer the information to the Chief Executive Officer (CEO). Director: If a director becomes aware of information that may be price-sensitive, the director must immediately inform the CEO. CEO: On receipt of information that may be price-sensitive, the CEO must assess the information provided by the employee or director and decide whether it needs to be disclosed to ASX. Similarly, the CEO needs to assess from her or his own knowledge on an ongoing basis whether she/he has information that may be price-sensitive and whether it needs to be disclosed. The CEO may consult with the others, including the chairman about whether information needs to be disclosed. The decision whether to disclose remains a decision of the CEO. The CEO also needs to assess whether a trading halt is needed, for example, if price-sensitive information cannot be disclosed immediately but a carve-out does not apply (see 9 below).
9. Reliance on carve-out If information is not disclosed in reliance on a carve-out, the CEO must make sure that all three tests (see 4 above) are satisfied. If the carve-out no longer applies, for example, in the case of reliance on the information being an incomplete proposal or negotiation, and the proposal or negotiation is finalised, the CEO must make sure that the information is disclosed immediately or arrange for a trading halt to be requested until the information can be disclosed. In relation to maintaining confidentiality, see 11 below.
10. Register of decisions and announcements The Company Secretary must maintain a register of information referred to the Company Secretary and CEO under this policy. The CEO is responsible for keeping the Company Secretary informed of information referred to the CEO to enable the Company Secretary to maintain the register.
If a decision is made by the Company Secretary not to refer information to the CEO, this decision and the reason for it must be documented in the register at the time the decision is made. If a decision is made by the CEO not to disclose information referred to the CEO, this decision and the reasons for it must be documented in the register at the time the decision is made. If an announcement is made, the announcement must be included in the register.
11. Confidentiality and response to loss of confidentiality Keeping information confidential: If information is not disclosed in reliance on a carve-out in the listing rules, the confidentiality requirements must continue to be satisfied at all times. The CEO must make sure that any third parties (for example, the other party to a proposed acquisition) are bound by obligations of confidentiality and that employees keep the information confidential. Each employee also owes obligations of confidentiality to the trust – this includes keeping confidential information about the trust, its related parties and its customers and information coming to the knowledge of an employee in the performance of their duties as an employee. Loss of confidentiality: Loss of confidentiality may be indicated by otherwise unexplained changes to the price of the trust’s securities, or by reference to information in the media or analysts’ reports, in particular if the information in the media is reasonably specific. If there are price movements or changes in trading volumes, or media speculation, the CEO must make an assessment as to whether the relevant information remains confidential, so that the trust can continue to rely on the carve-out from disclosure. If the CEO makes an assessment that confidentiality has been lost, the need for a trading halt must be considered (see 7 above), pending an announcement. The content of the announcement needs to be considered carefully, depending on the extent to which the information is not confidential; for example, if a proposed transaction is revealed, ASX may ask the entity to confirm that negotiations are taking place and not require disclosure of details of a transaction.
12. Availability of information A link is provided from the company website to the ASX website for access to announcements that have been made to the ASX.
13. Media and public statements Only authorised spokespersons (Chairman and CEO or their delegates) may speak to the media on behalf of the Trust. Care must be taken to make sure that comments are not made to the media that could result in rumours or speculation about the Trust. The Trust generally will not comment on media speculation and rumour unless required to do so by ASX under the listing rules or by law. Care must also be taken to make sure that any public speeches or addresses do not result in rumours or speculation about the Trust or unauthorised disclosure.
14. Analysts, stockbrokers and institutional shareholders Only the CEO and Company Secretary are authorised to speak with analysts, stockbrokers and institutional investors. Briefings and discussions: The following requirements apply to discussions with analysts, stockbrokers and institutional shareholders.
Analysts’ reports: Comments on financial projections must be confined to errors in factual matters and underlying assumptions. Pre-results period: The Trust has a policy of not holding briefings with analysts, stockbrokers or institutional investors or otherwise discussing financial performance or earnings estimates (except to the extent information has already been released to the market) in the period before the release of its results – in the case of the half-year results, from 1 June, and in the case of the full-year’s results, from 1 December, until release.
15. Inadvertent disclosure or mistaken non-disclosure If any price-sensitive information is inadvertently disclosed by an employee or director in discussions outside the Trust or if any director or employee becomes aware of information that has not been disclosed in accordance with this policy, the employee must immediately contact the Company Secretary and, in the case of a director, the CEO, so that appropriate action can be taken.
Key responsibilities
16. Board The board is responsible for approving this policy and any changes to it. The board agenda includes a standing item on continuous disclosure and the board is provided with a summary of decisions and announcements contained in the register (refer to 10 above). The board is responsible for monitoring the effectiveness of the Trust’s compliance with continuous disclosure requirements with assistance from the Compliance Audit & Risk Committee. The Trust’s Compliance Plan sets out steps to ensure compliance with continuous disclosure requirements. Proposed announcements concerning half yearly and annual results, forecasts or significant transactions will be submitted to the board for consideration.
17. CEO The CEO has primary responsibility for making sure that RCS complies with its disclosure obligations for the Trust. Responsibilities under this policy include the following:
18. Company Secretary The Company Secretary has been appointed as the person responsible for communications with ASX in relation to all listing rule matters. Responsibilities under this policy include the following:
19. All employees and directors All employees and directors are responsible for making sure that any price-sensitive information they have is kept confidential. Failure to do so may result in the Trust breaching its continuous disclosure obligations. If an employee or director comes into possession of information that may be price-sensitive, the employee must immediately inform the Company Secretary and the director must immediately inform the CEO.
Promoting understanding of compliance
20. How is the policy made available? A copy has been provided to all existing directors and will be provided to all new directors. This policy is also made available to senior managers of the operator of The Reef Hotel Casino complex.
Guidance in applying this policy 21. Additional Information See the following:
Any queries relating to this policy should be referred to the Company Secretary.
22. Annual Review This policy will be reviewed annually
Amended and approved by the board on 8 April 2008
|
|
Send mail to
office@reefcasinotrust.com.au with
questions or comments about this web site.
|