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APN
annual report
2011
A copy of the Market Disclosure Policy is available on the Company’s
website.
The Company’s website lists announcements made to the market,
presentations to industry analysts and investors, information on
dividends and the Dividend Reinvestment Plan, summary historical
financial fundamentals information and information regarding annual
and interim financial results among other matters. ASX and NZX
announcements are posted to the website as soon as practicable
after release to the ASX and NZX. Copies of recent past Company
Annual Reports and details of the outcome of Annual General
Meetings are also available from the website, or upon request directly
from the Company.
Announcements and financial data for the past three years are
available on the Company’s website. Shareholders also have the
option to receive certain electronic communications from the
Company.
In relation to shareholder participation at Annual General Meetings,
shareholders are encouraged to attend either in person or by proxy
or corporate representative (if applicable). The Company provides
a facility for the electronic lodgement of proxies. The Company has
also provided live webcasts of its Annual General Meetings through
the Company’s website. Shareholders attending Annual General
Meetings are able to ask questions regarding the Directors’ Report,
Financial Report and Independent Auditor’s Report or on company
management. In addition, shareholders may also ask questions of the
external auditor, who is requested by the Company to attend each
Annual General Meeting to respond to queries about the conduct of
the audit, the preparation and content of the Independent Auditor’s
Report, the accounting policies adopted by the Company and the
independence of the Auditor.
As required by the NZX Listing Rules, the Company discloses that
the rules set out in Appendix 17 of the NZX Listing Rules do not apply
to the Company as it is a “Dual Listed Issuer” (as defined in the NZX
Listing Rules).
SECURITIES TRADING
Directors and executives are made aware that the law prohibits
insider trading. The Directors are aware that the
Corporations Act
2001
and the ASX Listing Rules and NZX Listing Rules require
disclosure of any trading undertaken by Directors or their related
entities in Company securities. Executives are also aware that the
NZX Listing Rules impose certain disclosure obligations on some
executives.
In addition to these requirements and obligations, the Company has
also adopted a Securities Trading Policy and Guidelines. To ensure
ongoing compliance with recent changes to the ASX Listing Rules an
updated Securities Trading Policy and Guidelines was adopted by the
Company effective 1 January 2011.
The Securities Trading Policy and Guidelines in force during the
reporting period contained trading restrictions on Directors,
the Chief Executive Officer and all his direct reports (and those
executives directly reporting to them), key management personnel
and participants in any APN Employee Incentive Plan (as defined in
the Policy) where trading is not permitted by law and also during
Company-designated closed periods prior to the release of half and
full year results and any additional periods imposed by the Company
from time to time when the Company is considering confidential
matters which are not required to be disclosed to the market under
ASX Listing Rule 3.1A. This Policy also prohibits the entering into
of any hedging or other arrangements by which the economic risk
associated with any unvested options, rights or similar instruments
held pursuant to an APN Employee Incentive Plan are limited. The
Policy states that breaches of the Securities Trading Policy and
Guidelines will be subject to disciplinary action, which may include
termination of employment. A copy of the Securities Trading Policy
and Guidelines is available on the Company’s website.
ETHICAL STANDARDS
The Group has developed a Code of Conduct covering policies and
other standards within which employees are expected to act. A copy
of the Code of Conduct is available on the Company’s website.
Under the Code of Conduct, the practices necessary to maintain
confidence in the Company’s integrity, legal obligations and the
reasonable expectations of stakeholders are summarised as follows:
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all Directors and employees are required to abide by laws and
regulations and the requirements of the Code of Conduct and to
respect confidentiality and the proper handling of information;
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all Directors and employees are required to act with the highest
standards of honesty, integrity and ethics in all dealings with
each other, the Group, customers, suppliers and the community;
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–
Directors or employees giving and receiving gifts in connection
with the operation of the Company and its subsidiaries are
covered by the Code of Conduct, as are political contributions
which must not be made directly or indirectly on behalf of the
Company (or its subsidiaries) without Board approval;
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bribes or similar illegal payments must not be made to
government officials, customers, suppliers or any other person
in connection with obtaining orders or favourable treatment; and
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full cooperation with internal and external auditors, proper
record keeping and the avoidance of conflicts of interest are
all required.
corporate governance
APN News & Media Limited and Controlled Entities