Disclosing material information correctly, sufficiently and timely

  • IROs need to disclose material information in accordance with the rules and regulations of the authorities concerned, such as the SEC and the SET.
  • IROs can refuse to provide trade secrets or that which would give competitors a competitive edge.
  • IROs should provide clear and sufficient information for making investment decisions. For example, if operational performance changed by greater than 20%, this change should be clearly clarified in the Management Discussion and Analysis so that investors can understand the underlying factors and reasons.
  • When rumors or news leaks surface, IROs should immediately clarify the facts to the public in accordance with the SET and the SEC rules and regulations.
  • IROs must not disclose inaccurate information with the intention to manipulate share trading.
  • IROs should establish dissemination channels that treat all stakeholders fairly and equally.
  • Listed companies should establish guidelines for the use and control of inside information. For example, access to inside information should be limited and IROs who can access such information must not provide it to any outsider prior to compulsory public disclosure.
  • IROs must strictly comply with rules and regulations relating to the use and control of inside information. For example, any information that has an effect on operational performance must be disseminated through the SET’s electronic system before being provided to others.
  • Listed companies should establish policies and procedures for trading of company shares for IROs to follow. For example, the company should indicate prohibited trading periods and require that share trading reports must be submitted to a given unit, e.g. the corporate secretary.
  • IROs should adopt a “quiet period”, that is, a period during which IROs do not conduct any direct investor relations activities, including meetings or calls with any investor or analyst. This period should be close to when IROs start to see earning results, e.g., two weeks prior to results announcements.
  • If the company plans to host an analyst meeting before earning results are publicly disclosed (an earnings preview), such previews should be done before the quiet period and must be done very carefully. Any prohibited data, such as estimated revenue and net profit, must not be disclosed.
  • IROs must provide all stakeholders with equal opportunity to access to information. While activities hosted for each group of stakeholders may differ, the information provided must be the same and not benefit only a particular party.
  • IROs should provide equal opportunity for all stakeholders to contact or make enquiries. Special privileges for any particular group of stakeholders are unacceptable.
  • IROs should publicly disclose any data which have been presented exclusively at a particular event, such as a roadshow or analyst meeting, on that firm’s website right after the event or as soon as possible.
  • IROs should take care in communicating through social networks. They should follow and monitor news and views so as to understand investors’ perceptions. In case they need to clarify any misunderstandings, they should first inform the public through the SET’s online system, in order to avoid giving preference to any particular group of investors.
  • IROs should refrain from acting in such a way that could be seen as a conflict of interest, such as using company assets for personal gain.
  • IROs should not seek personal gain from relationships and information obtained in performing duties for the company.
  • IROs should not put personal gain before the company’s when working with third parties. For example, they should not participate in roadshows with only brokerage firms that offer special treatment to themselves.
  • IROs should comply with all policies and other codes of conduct established by the company.
  • IROs should dress properly with respect to people, venues, activities and event-related protocol.
  • IROs should not spread negative information about nor accuse against competitors or other stakeholders.