The Sanction Commission of SIX Swiss Exchange has announced a finefor Altin Ltd of CHF 100,000 as a result of breaches of the rules on ad hoc publicity and the disclosure obligations of the Directive on Corporate Governance. All breaches relate to the company's 2009 annual report.
Altin Ltd did not disclose its 2009 annual report – which included potentially price relevant information – as required by the rules on ad hoc publicity. The Sanction Commission has determined that certain financial figures, such as the annualand interim financial statements, are to be fundamentally classified as potentially price-relevant information and must therefore be disclosed in accordance withthe rules on ad hoc publicity.
According to the Directive on Information Relating to Corporate Governance, issuers must publish certain information relating to their corporate governance in their annual report. This must include among other things clear information on the content and method for determining remuneration and shareholding programs for members of the board of directors and executive board. Altin Ltdoutsourced the tasks of an executive board to a third company without disclosing the relevant information on remuneration paid to such third company in its 2009 annual report. This constitutes a breach. The Sanction Commission concluded that the information on remuneration must be disclosed even in cases where executive tasks are outsourced.
Furthermore, the company's 2009 annual report did not contain information on the structure of the instruments by which the board of directors obtains information on the activities of the external auditors. This also constitutes a breach of the Directive on Corporate Governance.
A new sanction regime has been in place since 1 July 2009. In the case of wrongful intent, fines of up to CHF 10 million may be imposed, while in cases of negligence, a fine of up to CHF 1 million is possible. Under the previous regime, the maximum fine was CHF 200,000. The Sanction Commission determined that breaches previously resulting in fines of tens of thousands of francs now lead to significantly greater fines. The present case is one of the first to be subject to the increased fines.
In considering the sanction, the Sanction Commission has taken into account the gravity of the breach, the degree of fault and the issuer’s sensitivity to a penalty and the fact that Altin Ltd was not subject to any sanctions in the preceding three years.
Further information on ad hoc publicity can be found at:http://www.six-exchange-regulation.com/obligations/publicity_en.html
Further information on corporate governance can be found at: http://www.six-exchange-regulation.com/obligations/governance_en.html
This sanction decision will be put on the website of SIX Exchange Regulation shortly. Previous sanctions pronounced in connection with ad hoc publicity and corporate governance can be found at: http://www.six-exchange-regulation.com/enforcement/sanction_decisions_en.html