Continuous Disclosure
Protocols for Compliance with Continuous Disclosure Obligations
TZ Limited ACN 073 979 272
1. Purpose
The purpose of these protocols is to establish procedures to ensure that TZ Limited (“Company”) complies with its continuous disclosure obligations.
2. Continuous Disclosure Obligations
2.1
Under Listing Rule 3.1A of the Listing Rules of the Australian Securities Exchange (“ASX”), the Company is obliged to immediately announce to the market any information concerning the Company “that a reasonable person would expect to have a material effect on the share price or value” of the Company’s securities (Listing Rule 3.1).
2.2
Disclosure is not required in circumstances where a reasonable person would not expect the information to be disclosed, the information is confidential (and ASX has not formed a contrary view) and any 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 not sufficiently definite to justify disclosure;
- The information is for the purposes of internal management of the Company;
- The information is a trade secret (Listing Rule 3.1A).
2.3
However, the Company is also required to announce where ASX considers that there is or could be a false market in the Company’s securities and asks that the Company releases the information (Listing Rule 3.1B).
2.4
Section 674 of the Corporations Act 2001 makes it an offence if the Company does not comply with its continuous disclosure obligations. However, the Company may have a defence if it takes all reasonable steps to ensure that it complies with its continuous disclosure obligations.
3. Responsibility
3.1
The Board of Directors of the Company shall be responsible for ensuring that the Company complies with its continuous disclosure obligations. The Company Secretary will coordinate the flow of relevant information within the Company and release announcements to ASX. The Company Secretary will ensure that the premature disclosure of corporate information is avoided. Confidential documents will be appropriately marked, and dissemination limited to those who need to know. Access to electronic copies of confidential information will be limited. In appropriate cases, third parties will be required to enter into confidentiality undertakings with the company. During any absence the Company Secretary may nominate a responsible person to undertake this task.
3.2
All material announcements to ASX should be approved by all available directors. For this purpose, a material announcement is an announcement that would reasonably be expected to have a material effect on the price or value of the Company’s securities. It will be the responsibility of the Company Secretary for assessing materiality, and where necessary he should consult with the Chairman. As a general rule, matters having a negative or positive impact on the company’s P + L account or balance sheet in excess of $250,000 will be considered material.
3.3
In the event that there is insufficient time to obtain the approval of any other director, the Company Secretary shall have a discretion to determine whether to release the announcement or to seek a trading halt. However, the Company Secretary must do one or the other.
3.4
Routine announcements (ie. those announcements which a reasonable person would not expect to have a material effect on the price or value of the Company’s securities) may be released to ASX without directors’ approval, subject to the Company Secretary satisfying himself as to the accuracy of the announcement. The Company Secretary must distribute copies of routine announcements to the directors as soon as practicable following release.
4. Reporting
4.1
The Company Secretary is responsible for ensuring that the Company’s Senior Executive Team, being the following persons:
- Chairman of the Company
- All other Directors of the Company
- Chief Financial Officer of the Company
- President of Telezygology Inc
- Chief Financial Officer of Telezygology Inc
- Chief Technical Officer of Telezygology Inc
- Internal Legal Counsel of Telezygology Inc
- President of PDT
- Chief Financial Officer of PDT
are aware of the Company’s continuous disclosure obligations. Each member of the Senior Executive Team will be directed in writing by the Chairman to immediately report to the Company Secretary any information which would or could have a material effect on the price or value of the Company’s securities. Each of these individuals will be required to participate in a regular compliance education presentation to ensure that their obligations are understood and that the practical application of paragraph 4.2 is explained. The Company Secretary will keep a record of all matters notified to him or matters of which he otherwise becomes aware, and the action taken with respect to each matter. The Company Secretary will report at each meeting of directors on all such matters and actions.
Should the Company Secretary become aware of any beaches of these protocols, he should immediately advise the Chairman and in consultation with the Chairman take remedial action. As a general matter, legal advice should be obtained in this event.
4.2
All of the senior executives’ job descriptions will include a statement of his reporting responsibility. This will require each individual to identify and assess information within the Company’s day to day operations.
4.3
In considering the need for an immediate response, it is recognised that trading in the Company’s securities should not be permitted between the time that price sensitive information becomes available and the requisite announcement. Accordingly, if the market is not open, the announcement must be released to the market prior to 10.00am (Sydney time) on the relevant day or if this cannot be achieved, a trading halt must be called.
5. Market rumours
5.1
The directors, Company Secretary and the nominated senior executives should be conscious of the need to identify and respond to market rumours, leaks and inadvertent disclosures.
5.2
All such matters should be immediately reported to the Company Secretary who should consider whether a release to ASX is required. Even if the leaked or inadvertently disclosed information is not price sensitive, investors should be given equal access to it by posting it on the Company’s website.
6. Investor Briefings
6.1
Information to be disclosed at private investor briefings will be subject to a review in advance by the Company Secretary. The Company Secretary will consider whether the information should be released to ASX or posted on the Company’s website in advance of the briefing.
6.2
The usual procedures (see section 3) with respect to making announcements, will be followed).
6.3
Investor briefings, should where possible, be recorded and transcripts maintained and checked to ensure that there have been no inadvertent disclosures of price sensitive information. Where such disclosures have been made, they should be immediately released to ASX.
7. Financial projections and reports
Only directors and the Company Secretary are permitted to comment on market and financial projections and reports but should limit their comments to errors of factual information and underlying assumptions.
8. Website
All ASX announcements will be posted on the Company’s website following release to ASX and confirmation that they may be viewed on ASX announcements platform.
9. Board meeting agenda
Board meeting agendas shall contain an agenda item for the Company Secretary to report as referred to in paragraph 4.1 and which seeks confirmation that no director or officer present knows of any other announceable matter.
10. Review of Protocols
The Company Secretary should provide a report to the board annually, setting out the effectiveness of these protocols, and compliance within the Company.
Where issues of concern arise during the reporting period, the Company Secretary is responsible for reporting these to the board and taking appropriate remedial action.