In its communications, Nightingale complies with applicable EU and Finnish legislation, the rules and guidelines of the Nasdaq First North Growth Market Finland marketplace maintained by Nasdaq Helsinki and other applicable rules of Nasdaq Helsinki, and the guidelines of ESMA (European Securities and Markets Authority) and the Finnish Financial Supervisory Authority. Nightingale also complies with the Finnish Corporate Governance Code for listed companies and with the company’s internal rules and guidelines. Nightingale’s Board of Directors approves the company’s Disclosure Policy.
Objectives and principles
The objective of Nightingale’s communications is to ensure that all market participants have simultaneously and without delay access to equal, sufficient and substantial information on the material factors relating to the company and its business, which factors may have an effect on the value of Nightingale‘s financial instruments, and that the information disclosed gives correct and sufficient information on the company’s operations.
The key principles of Nightingale’s investor communications are openness, timeliness, reliability, transparency, consistency, and impartiality. The company communicates consistently both positive and negative matters.
Nightingale’s official reporting language is English. All company releases and press releases are published in English and Finnish.
Disclosure comprises the obligation to disclose periodic and ongoing information. Nightingale discloses information under the disclosure obligation as soon as possible and simultaneously to all stakeholders.
The reports covered by the periodic disclosure obligation include key information about the company’s financial situation, results and the development of those. The company reports its financial figures at group level.
The Board of Director’s report, financial statements and auditor’s report are published no later than three weeks prior to the Annual General Meeting deciding on the approval of the financial statements. In addition, Nightingale publishes annually a corporate governance statement and a remuneration report.
Inside information to be disclosed as soon as possible may include:
- Major changes in strategy
- Major investment decisions
- Significant organisational changes
- Significant acquisitions, divestments, agreements on joint ventures and financial arrangements
- Changes in the Board of Directors, Management Team or the Auditor
- Major changes in future outlook
- Significant legal actions or other proceedings by authorities and decisions ruled in the proceedings
Company releases and press releases and notice to Annual General Meeting
The releases published by Nightingale are divided into two categories: company releases and press releases. The category of the release is determined by the materiality and significance of the information.
Nightingale discloses insider information and other matters specified above in section "Disclosed information" as a company release as soon as possible. In addition, information disclosed according to the periodic disclosure obligation is published by the company through a company release.
Dates for disclosing information concerning periodic disclosure obligation are specified in the Investor calendar.
Company releases are submitted to Nasdaq Helsinki and main media and published in section Company releases on Nightingale's Investor pages.
Press releases targeted to general and industry media provide information about Nightingale’s regular business news that do not fulfill the criteria for a company release but are assessed to be newsworthy or otherwise of interest among stakeholders of the company.
Notice to Annual General Meeting
The schedule for publishing the notice of the General Meeting is specified in Nightingale’s Articles of Association.
Disclosure obligation of insider information and delay of disclosure
Nightingale publicly discloses the insider information as soon as possible, unless the disclosure is delayed in accordance with the regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (Market Abuse Regulation, “MAR”), whereupon the conditions of delay of MAR need to be met. In accordance with provisions of MAR, Nightingale may delay disclosure of insider information provided that all of the following conditions are simultaneously met:
- disclosure of information is likely to prejudice the legitimate interests of the company,
- delay of disclosure is not likely to mislead the public, and
- the company is able to ensure the confidentiality of such insider information.
Nightingale’s Board of Directors and CEO together decide on delayed disclosure of information based on an assessment of the fulfilment of the conditions therefor. Exceptionally, the CEO may decide on the delayed disclosure alone, provided that it is justified by the urgency of the matter.
In connection with the decision to delay the disclosure of information, the preconditions for postponement are documented, an insider register concerning the matter is established and a formal decision on postponement is made. Nightingale discloses the delayed information to the public as soon as possible after the conditions for the delay are no longer met. The Finnish Financial Supervisory Authority will be notified about the delay in connection with the disclosure of the insider information.
Future prospects and profit warnings
A profit warning is issued as soon as possible if Nightingale estimates that its results or financial position or estimates concerning future prospects deviate unexpectedly and significantly, either positively or negatively, from an estimate that can reasonably be made based on previously disclosed information and if the deviation is likely to have a material effect on the company's financial instruments. A decision to issue a profit warning is based on information previously given by the company and on prevailing market conditions.
Board of Directors or CEO alone makes the disclosure decision based on documentation and the materiality of the guidance deviation. The process is completed without any delays.
The primary channel for investor communications is Nightingale’s website. On its website, Nightingale aims to provide reliable and timely information to ensure that the company’s stakeholders have sufficient information to support the valuation of the company and its securities.
Nightingale’s company releases are distributed simultaneously to Nasdaq Helsinki, the main media and Nightingale’s investor pages. Company releases and press releases published by Nightingale are made available on the company’s investor pages for at least five years after their release. Financial reports, corporate governance statements and remuneration reports are maintained for at least ten years after their release.
Other relevant materials, such as presentations, webcasts and phone conferences will remain available on Nightingale's website at least for five years.
Nightingale uses social media in its communications. However, social media is not the primary communication channel for information under the disclosure obligation.
Investor, analyst and media relations
Nightingale actively meets with capital market and media representatives and responds to queries submitted by shareholders, investors, analysts and the media without undue delay. The objective of the meetings is to provide information on the company and its operating environment. Discussions with the media and capital markets representatives are based on information previously published by the company or on information generally available to the public.
Responsibilities and spokespersons
Chief Legal Officer (CLO) is responsible for preparing and publishing investor materials and ensuring that all external communication is handled according to the Corporate Governance Code together with Legal and Finance functions. CLO is responsible for distributing documents to investors and maintaining and updating the Investor pages regularly. It is the responsibility of the CLO to ensure that publicly revealed information is approved by internal and external advisors when applicable and that the content is always accurate.
Reports and releases published according to the periodic disclosure obligation are addressed and approved by the Board of Directors. In addition, the Board of Directors approves significant company releases. Disclosure of insider information and other company releases are approved by the CEO or secondary by the CLO.
Nightingale’s CEO and CLO are primarily responsible for communication with shareholders, investors and analysts. Communication with the media is primarily the responsibility of the CEO.
In crisis situations, the CEO is in charge of communications. Crisis communications is carried out by designated persons, with the goal of distributing information in a reliable, fast, clear, proactive and open manner.
Oaklins Merasco Oy (2285560-8) acts as the Nightingale's Certified Adviser in accordance with the rules of the Nasdaq First North Growth Market Finland marketplace.
Rumours and leakages
Nightingale does not comment on market rumours, its share price development, customers or competitors, or business issues under preparation unless it is necessary to correct relevant or incorrect information. Nightingale may consider publishing a company release to correct clearly incorrect or misleading information that is likely to have a significant impact on the price of the company’s financial instruments.
In the event that confidential and material information has leaked to the public or the confidentiality of insider information cannot be guaranteed, Nightingale will disclose the matter as a company release as soon as possible.
Nightingale adheres to a 30-day silent period before the publication of a half-year financial report or financial statements release. During this time, the company will not give comments to the media or other parties on the company’s financial position, markets or future outlook. During the silent period, the company will not meet with capital markets representatives.
If an event during the silent period requires immediate publication, Nightingale will publish the information without delay in accordance with regulations regarding the disclosure obligation and can comment on the matter in question.
Interpretation, deviation and updates
The CEO, or a person named by the CEO, is responsible for the monitoring and interpretation of Nightingale’s disclosure policy. The CEO is entitled to deviate from the policy in specific cases where there is good cause to do so within applicable laws and regulations.
Nightingale’s Board of Directors decides on possible changes to the disclosure policy. The Management Team may make minor or technical alterations to the policy.