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CORPORATE

Corporate Governance

Continuous Disclosure Policy


1. OVERVIEW

1.1 Medusa Mining Limited (the "Company" or "Medusa") is a public company listed on the Australian Stock Exchange ("ASX") and is obliged to comply with the Corporations Act 2001 (the "Law") and the ASX Listing Rules (the "Listing Rules").

1.2 One of the most significant obligations (mandatory) imposed by the Law and the Listing Rules is the continuous disclosure of material information to the market via the ASX of material information.

1.3 The purpose of this Policy is to:

(a) ensure that all employees are aware of the continuous disclosure obligations of Medusa: and

(b) implement a procedure for:

(i) the central collection of all material information;
(ii) the assessment of whether that material information must be disclosed to the ASX pursuant to the Law and the Listing Rules; and
(iii) the method of release of that material information to the ASX.

2. THE LAW

2.1 Section 674 of the Law requires that Medusa comply with the provisions of the Listing Rules relating to the continuous disclosure to the ASX of material information relating to Medusa. The Law states that if Medusa has information that:

(a) is not generally available; and

(b) a reasonable person would expect, if it were generally available, to have a material effect on the price or value of Medusa shares,

Medusa must notify the ASX of that information in accordance with the Listing Rules.

2.2 Section 677 of the Law states that:

"a reasonable person would be taken to expect information to have a material effect on the price or value of securities (Medusa shares), if the information would, or would be likely to, influence persons who commonly invest in securities (Medusa shares) in deciding whether to acquire or dispose of, the securities (Medusa shares)".

2.3 A breach of section 674 is a criminal offence. The maximum penalty is a fine of $220,000, imprisonment for 5 years or both. A third party who incurs a loss as a result of a breach of the section may commence action against Medusa or any Director or employee of Medusa who was knowingly involved in the breach of the section.

3. THE ASX LISTING RULES

3.1 The ASX's Policy is that:

"Timely disclosure must be made of information which may affect security (share) values or influence investment decisions, and information in which security (share) holders, investors and ASX have a legitimate interest".

3.2 To support this Policy, Listing Rule 3.1 contains the continuous disclosure obligation which applies to Medusa and all other listed entities in Australia.


Listing Rule 3.1 provides that:

"once an entity (Medusa) is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity's (Medusa's) securities (shares) the entity (Medusa) must immediately tell ASX that information".

3.3 Listing Rule 3.1A contains the only exception to any continuous disclosure obligations as stipulated in Listing Rule 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 the ASX has not formed the view that the information has ceased to be confidential; and

3.1A.3 one or more of the following criteria applies:

(a) it would breach the law to disclose the information;

(b) the information concerns an incomplete proposal or negotiation;

(c) the information comprises matters of supposition or is insufficiently definite to warrant disclosure;

(d) the information is generated for internal management purposes; or

(e) the information is a trade secret.

3.4 Listing Rule 3.1B provides that:

"if ASX considers that there is or is likely to be a false market in an entity's(Medusa's) securities (shares) and asks the entity (Medusa) to give it information to correct or prevent a false market, the entity (Medusa) must give ASX the information needed to correct or prevent the false market".
The obligation to give information under this rule arise even if the exception under rule 3.1A applies.
The ASX would consider that there is or likely to be a false market in Medusa shares in the following circumstances:

  • Medusa has information that has not been released to the market because it falls under the exception in Listing Rule 3.1A;

  • there is a reasonably specific rumour or media comment in relation to Medusa that has not been confirmed or clarified by an announcement by Medusa to the market; and

  • there is evidence that the rumour or comment is having, or ASX forms the view that the rumour or comment is likely to have, an impact on the price of Medusa's shares.

ASX may make enquiries of Medusa under Listing Rule 18.7 to satisfy itself whether there is a false market.

3.5 Listing Rule 15.7 stipulates:

"an entity (Medusa) must not release information that is for release to the market to any person until it has given the information to ASX and has received an acknowledgement that ASX has released the information to the market".

4. POLICY

4.1 The CEO and Company Secretary is responsible for ensuring that this Policy is implemented and enforced and that all required material information is disclosed to the ASX as required by Law and the Listing Rules.

4.2 The CEO and Company Secretary is responsible for reviewing all information forwarded pursuant to this Policy.

4.3 This policy is applicable to all:

(a) Directors of Medusa and its controlled subsidiaries;

(b) senior executives; and

(c) employees.

4.4 All persons to whom this policy applies, must immediately disclose full details of any material information that comes to their attention to CEO and/or Company Secretary.

4.5 The Board may require Medusa's auditors to audit and report on compliance with this Policy.

5. TYPES OF INFORMATION THAT MAY REQUIRE DISCLOSURE

5.1 Any information concerning Medusa which would or would be likely to influence investors on deciding whether to acquire or sell Medusa shares must be disclosed to the market.

5.2 The following is a guide as to the type of information that may require disclosure. This is by no means an exhaustive list and the final determination as to whether certain information is deemed material and thus subject to continuous disclosure requirements involves the use of judgment.

For avoidance of doubt, if you come across any information which you are unclear as to its status, you should treat it as material information and leave the decision making process of determining whether the information is material to the CEO and/or Company Secretary.

5.3 Matters which generally require disclosure, include the following:

  • mergers, acquisitions and takeover of Corporations;

  • change in business strategy and direction;

  • joint venture agreement to acquire/dilute interest in mineral properties;

  • significant development and/or revaluation of existing projects;

  • the appointment or resignation of any Director or senior executive. In the case of the CEO, disclosure of key terms and conditions of relevant employment of termination package;

  • declaration of dividends;

  • capital raising and funding proposals;

  • proposals involving the issue of Medusa shares;

  • under subscriptions or over subscriptions to an issue;

  • the occurrence or threat of industrial or strike action;

  • any Medusa media release;

  • the occurrence of an environmentally related incidents;

  • natural disasters that have material effect on the Company's business;

  • decisions of regulatory authorities which could impact Medusa's business;

  • the threat, commencement or settlement of any litigation or claim;

  • material information affecting a significant customer or supplier;

  • the purchase or sale of a significant asset;

  • the appointment of a receiver, manager, liquidator or administrator in respect of a loan, trade credit, trade debt, borrowings or securities held by Medusa or any of its subsidiaries;

  • information about beneficial ownership of shares obtained by Medusa under the Corporations Act;

  • significant events affecting or relating to an operation or joint venture;

  • a material change in Medusa's financial forecast or expectations;

  • proposal to change the independent external auditor of Medusa;

  • change of significant investors attitudes to investment in Medusa;

  • any rating (or change to a rating) applied by a rating agency;

  • related party agreements.

5.4 As a listed company, Medusa employees must ensure that only public information is provided when answering questions asked by third parties, including analysts. Draft analyst reports should only be commented on or corrected if doing so involves publicly available information.

6. OBLIGATIONS OF THE CEO AND COMPANY SECRETARY

6.1 As required by Clause 4.4 of this Policy, full details of all actual or possible materials information must be immediately disclosed to the CEO and/or Company Secretary.

6.2 The CEO and Company Secretary have overall administrative responsibility for reviewing all information forwarded pursuant to this Policy.

6.3 The CEO and Company Secretary will:

(a) review all information reported;

(b) determine, in consultation with appropriate parties where necessary, whether any of the information received is of a material nature which must be disclosed to the ASX;

(c) co-ordinate the actual form of disclosure for release to the ASX;

(d) report on continuous disclosure issues regularly to the Board;

(e) maintain a record of all information disclosed to the ASX;

(f) maintain the effectiveness of the Policy; and

(g) regularly reviewing the Policy for any legislative changes or development of best practices and communicating any amendments to the Directors and employees.

7. AUTHORISED SPOKESPERSON

7.1 The CEO is the only authorized spokesperson for the Company.

8. JOINT ANNOUNCEMENTS

8.1 Where joint disclosure between Medusa and a third party (eg Joint venture partner) is deemed desirable (under the terms of an agreement), Medusa will endeavour to ensure that the relevant party has the opportunity to review the contents of the disclosure before its release, on the proviso that such a review does not compromise Medusa's ability to comply with its disclosure obligations.

8.2 Prior review will also enable Medusa to consider whether a separate announcement to the ASX is required.

9. POST ANNOUNCEMENTS

9.1 On receiving ASX confirmation that an announcement from Medusa has been released to the market, Medusa will as soon as possible post the contents of the announcement on its website as well as email its major shareholders, the media and interested parties.

9.2 The Medusa website features relevant information such as:

(a) corporate profile and contact details;

(b) ASX announcements;

(c) statutory financial reports and result announcements;

(d) speeches and other information provided to analysts and investor groups;

(e) AGM information;

(f) shareholder information;

(g) outline on operations and projects.

9.3 All website information will be continuously reviewed and updated to ensure that all information is current and appropriately dated and archived.

10. PRE-RESULT PERIOD

10.1 During the periods between the end of its financial reporting periods (31 December and 30 June) and the actual results release, Medusa will not discuss any financial performance, broker estimates and forecasts with institutional investors, individual investors, stockbrokers or the media unless the information being discussed has already been disclosed to the ASX.

11. RUMOURS AND MARKET SPECULATIONS

11.1 As a general rule, Medusa has in place the "No Comment" policy, in relation to any rumours and market speculation that must be adhered to by all employees and at all times. However the Company will comply with any request by the ASX to comment upon a rumour or market speculation.

11.2 Medusa will not provide the media with extensive interviews or information that potentially contains material price sensitive information before disclosing that information to the ASX.

11.3 Any employees who are approached by the media or external parties for information should initially observe the "No Comment" policy and notify the CEO and/or Company Secretary as soon as possible.

12. TRADING HALTS

12.1 Medusa may in certain circumstances, request a "trading halt" to maintain orderly trading in the Company's shares whilst managing disclosure issues.

12.2 The CEO will make all decisions pertaining to any trading halts and is the only person authorized to seek a trading halt on behalf of Medusa.

13. BREACH OF POLICY

13.1 Breaches of the Policy may result in disciplinary action against the employee, including dismissal in serious cases.

14. OTHER INFORMATION

14.1 You should read and familiarize yourself with this Policy.

14.2 If you have any questions relating to the interpretation or enforcement of this Policy, please direct your queries to either the CEO or Company Secretary.


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