SIX Swiss Exchange fines Altin Ltd
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 annual and interim financial statements, are to be fundamentally classified as potentially price-relevant information and must therefore be disclosed in accordance with the 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 Ltd outsourced 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:
Further information on corporate governance can be found at:
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:
Ad hoc Publicity
SIX Exchange Regulation obligates issuers to inform the market of any potentially price-sensitive facts that have arisen in the issuer's sphere of activity and are not yet known to the public, as per Art. 53 of the Listing Rules. Price-sensitive facts are facts that are capable of triggering a significant change in market prices. The related announcement is to be made in a way that ensures the equal treatment of all market participants. Such announcements must be truthful, comprehensible and complete.
SIX Exchange Regulation's Directive Corporate Governance (DCG) obligates issuers to publish key aspects regarding their top management, including the composition of the highest governing bodies, how they interact and how they are compensated, as well as the auditing body and the shareholders' participation rights. This information helps investors to assess the properties of securities and the quality of issuers.
The Sanction Commission can impose sanctions on natural and legal persons who/which are subject to the General Conditions of SIX Swiss Exchange, the Listing Rules and the Additional Rules. It is composed of between five and eleven members. The Chairman of the Sanction Commission and half of its members are elected by the Regulatory Board, with the remaining members appointed by the Board of Directors of SIX Group.
SIX Exchange Regulation
SIX Exchange Regulation performs the functions assigned under Swiss federal law and enforces and monitors compliance with the rules laid down by the Regulatory Board. SIX Exchange Regulation imposes sanctions in so far as it is authorised to do so by the regulations, or submits sanction requests to SIX Swiss Exchange's Sanction Commission.
SIX Exchange Regulation's independence from SIX Swiss Exchange's operating business is guaranteed by its direct subordination to the Chairman of the Board of Directors of SIX Group. SIX Exchange Regulation consists of the divisions Listing & Enforcement, responsible for regulating issuers, and Surveillance & Enforcement monitoring trading.