Clarity OSS Limited Share Trading Policy

Transcription

1 Clarity OSS Limited Share Trading Policy Last updated: December 2011

2 Table of Contents 1 TRADING OF CLARITY SHARES WHAT IS INSIDER TRADING WHAT IS PRICE SENSITIVE INFORMATION WHO IS AN INSIDER WHY PROHIBIT INSIDER TRADING EXAMPLES OF INSIDER TRADING PENALTIES WHEN IS IT ALL RIGHT TO TRADE THE CLARITY POLICY FOR SHARE TRADING BY CLARITY PERSONNEL.. 5 Page 2 of 6

3 1 Trading of Clarity Shares Clarity OSS Limited ( Clarity ) has a responsibility to ensure that its personnel comply with the Corporations Act 2001 and associated regulations. As a responsible entity, Clarity must endeavour to ensure that its employees, contractors and executives do not conduct insider trading with respect to its shares. Accordingly, Clarity has had in place and continues to have in place a policy governing its personnel dealing in its shares and this document is intended to remind personnel of that policy. 2 What is Insider Trading Insider trading should be thought of as trading in a company s shares with an informational advantage. In its most straightforward form it occurs where a person who holds price sensitive and publicly unknown information about a publicly listed company, sells ls or buys shares in that company or passes that information on to a person who then deals in such shares. It is a criminal offence punishable by large fines and imprisonment. 3 What is Price Sensitive Information Price sensitive information includes any information about Clarity or its performances or affairs, which is not generally available to the public, but, if it were, it would be likely to affect the market price of Clarity shares. This information will generally be known to senior management and board members but may also become known to employees and professional advisers of Clarity. Anyone who comes into possession of such knowledge is prohibited from trading in Clarity shares until that information becomes publicly known or until that information ceases to be price sensitive. 4 Who is an Insider The prohibition covers not only directors, but also employees, substantial shareholders and anyone who has access to price sensitive and publicly unknown information concerning Clarity or any of its affairs. Page 3 of 6

4 It extends beyond the person who holds the price sensitive information to anyone to whom he or she might divulge the price sensitive information, whether family, friends or any other person. 5 Why prohibit Insider Trading The law is designed to provide a level playing field for all investors (so that one investor does not have an unfair advantage over another) and to preserve public confidence in the securities markets. 6 Examples of Insider Trading An employee is aware that Clarity is negotiating a very lucrative contract which it is very close to signing. Although Clarity, as a publicly listed company has an obligation to disclose to the market any price sensitive information, it might not disclose information that is confidential or that might prove misleading, such as if the contract is not in fact signed. So, Clarity must choose when it is appropriate to release the fact that a very lucrative contract is likely to be signed or has been signed. Any person who knows about the probable signing and, before that fact is publicly announced, purchases Clarity shares in the belief that they will rise on the announcement, commits a criminal offence. The same would apply in a reverse situation where a person (but not the public) may be aware that a customer is about to cancel a lucrative contract and, believing that Clarity shares will drop in price, sells shares. If the employee tells a relative or friend publicly unknown information and that relative or friend acts on that information, he or she will have committed a criminal offence. 7 Penalties The penalties are severe. At present, if prosecuted and convicted, the maximum penalty for an individual is a fine of the greater of $495,000,, or 3 times the profit made or loss avoided, and/or 10 years imprisonment. The insider may also be liable to compensate Clarity and the other party to the dealing. Page 4 of 6

5 8 When is it all right to Trade To avoid liability for insider trading, personnel should only trade shares when all information about Clarity, which is likely to affect its share price, has been released to the market. 9 The Clarity Policy for Share Trading by Clarity personnel The following is Clarity s policy for share trading by its personnel. Failure to comply is a ground for instant dismissal or termination of services without notice. Unless otherwise announced by Clarity, and subject to the overriding qualification below, personnel may trade in Clarity shares, and may inform others of information concerning Clarity, only: Within a window period of 28 days, or such other period as may be announced by Clarity after: The release of its annual, half-yearly and quarterly reports; or The release of a Prospectus; or In accordance with any announcement by Clarity to its personnel that it is legitimate to trade in Clarity shares. Clarity will advise its personnel by internal letter when it has lodged any of the above documents with the Australian Stock Exchange and the period of time during which the employees, executives and contractors may buy or sell shares in Clarity. In other words, Clarity will provide you with notice from time to time of safe- trading windows when you may buy and sell Clarity shares and/or inform others of information concerning Clarity or any of its divisions. If you are in any doubt whether we are in a safe-trading period please contact Human Resources who will be able to advise you of your ability to trade. By way of indication only, employees, executives and contractors would be able to buy or sell shares in Clarity during the periods set out in the following table in each year if Clarity were to lodge the documents listed below with the Australian Stock Exchange on the last possible day. Page 5 of 6

6 Document Lodged Lodgement Date Dates for Buying or Selling Shares for December quarter Half year report for March quarter for June quarter Preliminary Final report for September quarter 31 January 1 February to 28 February 28 February 1 March to 28 March 30 April 1 May to 28 May 31 July 1 August to 28 August 29 August 30 August to 27 September 31 October 1 November to 28 November Overriding Qualification: However, even dealing during these windows may be an offence if you know of information that may not have been released in the relevant report because of confidentiality or other legitimate requirements. Any questions on this policy may be referred to Clarity s CEO or the Human Resources department. Director s obligations when dealing in shares To comply with the Corporations Act 2001, Clarity s directors must, within 14 days, notify the ASX if he or she holds any shares in Clarity at the time of appointment as a director (unless it is a re-appointment), and/or of any dealing in Clarity shares while a director. The notification must give details of the number of shares and the circumstances that gave rise to the acquisition of or dealing with the shares. A director will have complied with these obligations if the director provides the notification to Clarity, which will then provide the notification to the ASX. Page 6 of 6