CBB Disclosure Standards: Contents
Chapter III Policy Statements on Timely Disclosure
Article 42 Applicable Standards42.1 Immediate disclosure should be made of any information regarding an issuer's affairs, or about events or conditions in the market that will affect the issuer's securities, which meets either of the following standards:
Where the information is likely to have a significant effect on the price of any of the issuer's securities.
Where such information (after any necessary interpretation by securities analysts or other experts) is likely to be considered important, by a reasonable investor, in determining his choice of action.42.2 Any material information of a factual nature that bears on the value of an issuer's securities, or on decisions as to whether or not to invest or trade in such securities, should be disclosed. Included is information known to the company concerning the issuer's property, business, financial condition and prospects; mergers and acquisitions; and dealings with employees, suppliers, customers and others; as well as information concerning significant changes in ownership of the issuer's securities owned by insiders, or representing control of the issuer.42.3 The Agency does not normally consider the disclosure of an issuer's internal estimates or projections of its earnings or any other data relating to its affairs, to be necessary. If such estimates or projections are released, they should be carefully prepared, on a proper factual basis, and should be stated with the appropriate qualifications. Moreover, if such estimates or projections subsequently appear to have been mistaken, they should be promptly and publicly corrected.42.4 The price of an issuer's securities, as well as an investor's decision whether to buy or sell those securities, may be affected as much by factors directly concerning the market for the securities, as by factors concerning the issuer's business. Factors directly concerning the market for an issuer's securities may include such matters as the acquisition or disposal by a company of a significant amount of its own securities, an event affecting the present or potential dilution of the rights or interests of an issuer's securities, or events materially affecting the size of the "public issue" of its securities. While as noted above, an issuer is expected to make the appropriate disclosure about significant changes in insider ownership of its securities, the issuer should not indiscriminately disclose to the public any knowledge it has of the trading activities of outsiders, such as trading by unit trusts or other institutions, for such outsiders normally have a legitimate interest in preserving the confidentiality of their securities transactions.42.5 The following events, while not comprising a complete list of all the situations that may require disclosure, are particularly likely to require prompt announcements:42.5.1 Changes in share ownership that may affect the control of the issuer.42.5.2 Changes in corporate structure, such as reorganizations, amalgamations, etc.42.5.3 Take-over bids or issuer bids.42.5.4 Major corporate acquisitions or dispositions.42.5.5 Changes in capital structure.42.5.6 Borrowing of a significant amount of funds.42.5.7 Public or private sale of additional securities, or a call of securities for redemption.42.5.8 Development of new products and other changes that would affect the issuer's resources, technology, products or markets.42.5.9 Significant discoveries by resource companies.42.5.10 Entering into, or the gain or loss of significant contracts.42.5.11 Firm evidence of significant increases or decreases in near-term earnings prospects.42.5.12 Declaration or omission of dividends or determination of earnings.42.5.13 Changes in capital investment plans or corporate objectives.42.5.14 Significant changes in management.42.5.15 Significant litigation.42.5.16 Major labour disputes, or disputes with major contractors or suppliers.42.5.17 Events of default under financing or other agreements.42.5.18 Treasury share programmes.42.5.19 Any other developments relating to the business that would significantly affect the market price or value of any of the issuer's securities, or that would reasonably be expected to have a major influence on any investor's decisions.
Article 43 Temporary Withholding of Material Information43.1 Exceptions:
Occasionally circumstances arise in which, provided that complete confidentiality is maintained, a company may temporarily refrain from publicly disclosing material information. The following circumstances where disclosure can be withheld are limited and constitute an infrequent exception to the normal requirement of immediate public disclosure. Thus in cases of doubt, the presumption must always be in favour of disclosure.43.1.1 When immediate disclosure would prejudice the ability of the issuer to pursue its corporate objectives and even though public disclosure is generally necessary to protect the interests of investors, circumstances may occasionally arise where disclosure would prejudice an issuer's ability to achieve a valid corporate objective. Public disclosure of a plan to acquire certain real estate for example, could result in an increase in the issuer's cost of the desired acquisition, or could prevent the issuer from carrying out the plan at all. In such circumstances, if the unfavourable result to the issuer outweighs the undesirable consequences of non-disclosure, disclosure should probably be deferred to a more appropriate time.43.1.2 When the facts are in a state of flux and more appropriate moments for disclosure are imminent.(a) Occasionally corporate developments give rise to information, which although material, is subject to rapid change. If the situation is about to stabilize or resolve itself in the near future, it may be proper to withhold a public announcement until a firm announcement can be made, since successive public announcements concerning the same subject, but based on changing facts, may confuse or mislead the public rather than enlighten it.(b) In the course of a successful negotiation for the acquisition of another company, for example, the only information known to each party at the outset may be the willingness of the other to hold discussions. Shortly thereafter it may become apparent to the parties that it is likely an agreement can be reached. Finally, agreement in principle may be reached on specific terms. In such circumstances an issuer need not issue a public announcement at each stage of the negotiations describing the current state of constantly changing facts, but may await agreement in principle on specific terms. If, on the other hand, progress in the negotiations should stabilize at some other point, disclosure should then be made if the information is material.(c) Companies or securities laws may restrict the extent of permissible disclosure before or during a public offering of securities, or a solicitation of proxies.
Article 44 Insider Trading and Material Information Temporarily Withheld
Immediate public disclosure of the information in question must be effected if the issuer should learn that insider trading, as defined in Article 57 hereof, has taken, or is taking, place. In unusual cases, where the trading is insignificant and did not have any influence on the market, and measures sufficient to halt the insider trading and prevent its recurrence have already been taken, exceptions could be made which should be discussed with the Agency. The Agency can provide current information regarding market activity in the issuer's securities with which to help assess the significance of such trading.
Article 45 Confidentiality of Material Information Temporarily Withheld
Whenever material information is being temporarily withheld, the strictest confidentiality must be maintained and the company should be prepared to make an immediate public announcement if necessary. During this period, the market action of the issuer's securities should be closely watched, since unusual market activity frequently signifies that a "leak" may have occurred.
Confidentiality of material information temporarily withheld that is to be kept confidential should be confined where possible, to only the highest echelons of management, and should only be disclosed to officers, employees and others on a need to know basis. Distribution of paperwork and other data should be kept to a minimum. Where the information has to be disclosed more broadly to employees or others, their attention should be drawn to its confidential nature, and to the restrictions that apply to its use, including the prohibition of insider trading.
It may be appropriate to require each person who gains access to the information, to report any transaction that he/she effects in the issuer's securities to the issuer. If counsel, accountants, or financial or public relations' advisers, underwriters or other outsiders are consulted, steps should be taken to ensure that they are aware of the need for confidentiality. In general, it is recommended that a listed company remind its employees on a regular basis of its policies on confidentiality.
Article 46 Policy on Thorough Public Dissemination
Confidential information must not be disclosed by a recipient, or by any person obtaining the information directly or indirectly from a recipient, without the approval of the person from whom the recipient obtained the information, and if different, from the person to whom it relates.
Article 47 Permitted Disclosures47.1 Article 46 does not prevent a disclosure of Confidential Information which is permitted:47.1.2 By regulations made by the Agency
Article 48 Disclosure by and to the Agency48.1 A disclosure of Confidential Information is permitted when it is made to any person by the Agency or an Agency official for the purpose of enabling or assisting the person making the disclosure to discharge any functions of the Agency (in accordance with the Agency's Law).48.2 A disclosure of Confidential Information is permitted when it is made by any recipient, or person obtaining the information directly or indirectly from a recipient, to the Agency for the purpose of enabling or assisting the Agency to discharge any of its functions.
Article 49 Disclosure for the Purpose of Proceedings and Investigations49.1 A recipient of Confidential Information, or a person obtaining such information directly or indirectly from a recipient, is permitted to disclose such information to any person for the purpose of or in connection with:49.1.1 any criminal investigation or proceedings;49.1.2 any proceedings before any review committee appointed by the Agency;49.1.3 any other civil proceedings to which the Agency is, or is proposed to be, a party.
Article 50 Disclosure by and to Public Bodies50.1 A recipient of Confidential Information, or a person obtaining such information directly or indirectly from a recipient, is permitted to disclose such information to:50.1.1 A public body in Bahrain for the purposes of assisting or enabling that body to discharge any of its functions;50.1.2 A public body either in the country of incorporation or where the issuer lists its securities, for the purposes of assisting or enabling that body to discharge any of its functions as such;50.1.3 An international organization having any function corresponding to any function of the Agency for the purposes of assisting or enabling that organization to discharge any such function.50.2 A person specified in 50.1.1 through 50.1.3 above is permitted to disclose information to which this Chapter applies to any person for the purposes of enabling or assisting the person making the disclosure to discharge any of his functions.
Article 51 Notify the Agency
Disclosure of material information can often be made after the market closes. Otherwise, when it is necessary to make disclosure of material information before or during trading hours, the Agency expects an issuer to notify it in advance of such disclosure, if the material is of a non-routine nature, or is expected to have a substantial impact on the market for the securities of the issuer. The Agency, with the benefit of all the facts provided by the issuer, will be able to consider whether a temporary halt in trading is not a reflection on the issuer or its securities, but provides an opportunity for disseminating and evaluating the information released. Such a step frequently helps avoid rumours and market instability, as well as the unfairness to investors that may arise when material information has reached some but not all of the investing community. Thus, in appropriate circumstances the Agency can often provide a valuable service to investors and listed companies by arranging for such a halt.
Article 52 At Time of Public Disclosure
Any public disclosure of material information should be made by an announcement released simultaneously to (a) the Agency, (b) the Exchange and then to (c) the business and financial newswire services, Internet and/or newspapers. Issuers may also wish to broaden their distribution to other news or broadcast media, such as those in the location of the issuer's plants or offices, and to other publications. The information in question should always be given to the media in such a way as to promote publication by them as promptly as possible, i.e. by telephone, or in writing by hand delivery, facsimile or email, in both cases on an "immediate release" basis. Issuers are cautioned that some of the media may refuse to publish information given by telephone until it has been confirmed in writing, or may require written confirmation after its publication.
Article 53 Open Door Policy
The Agency recommends that issuers observe an "open-door" policy in dealing with analysts, journalists, shareholders and others. However, under no circumstances should disclosure of material corporate developments be made on an individual or selective basis to analysts, shareholders or other persons, unless such information has previously been fully disclosed and disseminated to the public. In the event that material information is inadvertently disclosed on the occasion of any meetings with analysts or others, it must be publicly disseminated as promptly as possible, by the means described above.
The Agency also believes that even any appearance of preference or partiality in the release or explanation of information should be avoided.
Article 54 Policy on Clarification or Confirmation of Rumours and Reports
Means of response:
A public circulation by any means, whether by an article published in a newspaper or by a broker's market letter, or information passed by word-of-mouth, either correct or false, which has not been substantiated by the issuer and which is likely to have, or has had an effect on the price of the issuer's securities or would be likely to have a bearing on investment decisions, should be clarified or confirmed.
Article 55 The Agency Requirements55.1 In the case of a significant rumour or report containing erroneous information that has been circulated, the issuer should prepare an announcement denying the rumour or report, and setting forth facts sufficient to clarify any misleading aspects of the rumour.55.2 In the case of a significant rumour or report containing information that is correct, an announcement setting forth the facts should be prepared for public release. In both cases, the announcement should then be publicly disseminated in accordance with the guidelines discussed above. In addition, in the case of a false rumour or report, reasonable effort should be made to bring this to the attention of the particular group that initially distributed it (in the case of an erroneous newspaper article, for example, by sending a copy of the announcement to the newspaper's financial editor, or in the case of an erroneous market letter, by sending a copy to the broker responsible for the letter).55.3 In the case of a rumour or report predicting future sales, earnings or other data, no response from the company is ordinarily required. However, if such a report is manifestly based on erroneous information, or is wrongly attributed to the issuer, the issuer should respond promptly to the supposedly factual elements of the rumour or report, in the same manner as for other false rumours and reports of a supposedly factual nature. Moreover, if a rumour or report contains a prediction that is clearly erroneous, the issuer should issue an announcement to the effect that the issuer itself has made no such prediction, and currently knows of no facts that would justify making such prediction.
Article 56 Policy on Insider Trading
All persons who come into possession of material inside information before its public release are considered insiders for the purposes of the Agency's disclosure policies. Such persons include controlling shareholders, directors, officers and employees, and frequently should also include any officials of the Agency and the Exchange who have access to such information, outside attorneys, accountants, auditors, underwriters, investment bankers, public relations advisers, advertising agencies, consultants and other independent contractors. The husbands, wives, immediate families and those under the control of insiders may also be regarded as insiders. Where acquisition or other negotiations are concerned, the above relationships apply to other parties to the negotiations as well. Finally, for purposes of the Agency's disclosure policy, insiders include "tippees" who come into possession of material inside information.
Article 57 Insider Trading
"Insider trading" refers not only to the purchase or sale of an issuer's equity and debt securities, but also to the purchase or sale of puts, calls or other options with respect to such securities. Such trading is deemed to be done by an insider whenever he has any beneficial interest, direct or indirect, in such securities or options, regardless of whether they are actually held in his name. Included in the concept of "insider trading" is "tipping", or revealing inside information to outside individuals, to enable such individuals to trade in the issuer's securities on the basis of undisclosed information.
Article 58 Insiders and Refraining from Trading
Following dissemination of the information, insiders should refrain from trading until the public has had an opportunity to evaluate it thoroughly. Where the effect of the information on investment decisions is readily understandable, as in the case of earnings and dividends, the required waiting period in this case can be shorter than where the information needs to be interpreted, before its bearing on investment decisions can be evaluated. While the waiting period is dependent on how thoroughly and how quickly after its release the information is published by the news-wire services and the press, the Agency recommends that as a basic policy, when dissemination is made in accordance with the Agency policy, insiders should wait until the commencement of the following day's trading, or for twenty-four hours, whichever is less, after the general publication of the release in a national medium.
Article 59 Prevention Procedures59.1 Issuers can establish, publish and enforce effective procedures applicable to the purchase and sale of its securities by the issuer, its officers, directors, employees and other "insiders" designed not only to prevent improper trading, but also to avoid any question of the propriety of insider purchases or sales.59.1.1 One such procedure might require corporate insiders to restrict their purchases and sales of the issuer's securities, to periods following the release of annual statements or other releases setting forth the financial condition and status of the issuer.59.1.2 Another could involve the purchase of an issuer's securities on a regular basis by an agent, over which neither the issuer nor the individual has any control.59.1.3 All insiders, as defined above, must clarify or confirm in written form all their dealings, including bid and offer quotations placed by them, to the issuer's Board's committee established for this purpose as required by the Agency.
Article 60 The Offence60.1 A person who is in possession of Inside Information as an insider may not:60.1.1 Deal in any securities to which that information relates; or60.1.2 Encourage another person to deal in any securities to which that information relates; or60.1.3 Disclose that information, otherwise than in the proper performance of the functions of his employment, office or profession, to any other person.
Article 61 Defences61.1 A person is not guilty of Insider Trading by virtue of dealing in Securities if he shows:61.1.1 That he did not at the time expect the dealing to result in a profit attributable to the fact that the information in question was Inside Information in relation to the Securities, or61.1.2 That at the time he believed on reasonable grounds that the information had been disclosed widely enough to ensure that none of those taking part in the dealing would be prejudiced by not having the information, or61.1.3 That he would have done what he did even if he had not had the information.61.2 A person is not guilty of Insider Trading by virtue of encouraging another person to deal in Securities if he shows:61.2.1 That he did not at the time expect the dealing to result in a profit attributable to the fact that the information in question was Inside Information in relation to the Securities; or61.2.2 That at the time he believed on reasonable grounds that the information had been or would be disclosed widely enough to ensure that none of those taking part in the dealing would be prejudiced by not having the information, or61.2.3 That he would have done what he did even if he had not had the information.61.3 A person is not guilty of Insider Trading by virtue of a disclosure of information if he shows:61.3.1 That he did not at the time expect any person, because of the disclosure, to deal in the Securities in question.61.4 A person is not guilty of Insider Trading by virtue of dealing in Securities or encouraging another person to deal if he shows that he acted in good faith in the course of his business as a market maker or his employment in the business of a market maker. For the purposes of this Article a market maker is a person who is licensed as a market maker by the Agency.61.5 An individual is not guilty of Insider Trading by virtue of dealing in Securities or encouraging another person to deal if he shows that:61.5.1 The information which he had as an insider was Market Information; and61.5.2 It was reasonable for an individual in his position to have acted as he did despite having that information as an insider at the time.61.6 For the purpose of Article 61.5.2, in determining whether it is reasonable for an individual to do any act despite having Market Information at the time, there shall, in particular, be taken into account:61.6.1 The content of the information;61.6.2 The circumstances in which he first had the information and in what capacity; and61.6.3 The capacity in which he now acts.61.7 A person is not guilty of Insider Trading by virtue of dealing in Securities or encouraging another person to deal if he shows:61.7.1 That he acted:(a) in connection with an acquisition or disposal which was under consideration or the subject of negotiation, or in the course of a series of such acquisitions or disposals; and(b) with a view to facilitating the accomplishment of the acquisition or disposal or the series of acquisitions or disposals; and61.7.2 That the information which he had as an insider was Market Information arising directly out of his involvement in the acquisition or disposal or series of acquisitions or disposals.61.8 A person is not guilty of Insider Trading by virtue of dealing in Securities or encouraging another person to deal if he shows that he acted in conformity with any price stabilization rules made by the Agency.
Article 62 Significance of Unusual Market Action
Where unusual market action in price movement, trading activity, or both occurs without any apparent publicly available information which would account for the action, it may signify trading by persons who are acting either on unannounced material information, or on a rumour or report, whether true or false, about the issuer. Most often of course, unusual market activity may not be traceable either to insider trading or to a rumour or report. Nevertheless, the market action itself may be misleading to investors, who are likely to assume that a sudden and appreciable change in the price of an issuer's securities must reflect a parallel change in its business or prospects. Similarly, unusual trading volume, even when not accompanied by a significant change in price, tends to encourage rumours and give rise to excessive speculative trading activity, which may be unrelated to actual developments in the issuer's affairs.
Article 63 Policy on Response to Unusual Market Action63.1 The issuer should attempt to determine the reason for the market action, by considering in particular:63.1.1 Whether any information about its affairs, which would account for the action, has been recently disclosed to the public,63.1.2 Whether there is any information of this type that has not been publicly disclosed (in which case the unusual market action may signify that a "leak" has occurred), and63.1.3 Whether the issuer is the subject of rumour or report.63.2 If the issuer determines that the market action results from information that has already been publicly disseminated, generally no further announcement is required, although if the market action indicates that such information may have been misinterpreted it may be helpful, after discussion with the Agency, to issue a clarifying announcement.63.3 If the market action results from the "leak" of previously undisclosed information, the information in question must be promptly disseminated to the public.63.4 If the market action results from a false rumour or report, the Agency policy on correction of such rumours and reports (discussed above) should be complied with.63.5 Finally, if the issuer is unable to determine the cause of the market action, the Agency may suggest that the issuer make a public announcement to the effect that there have been no undisclosed recent developments affecting the issuer, or its affairs, which would account for the unusual market activity.
Article 64 Unwarranted Promotional Disclosure
The issuer should refrain from promotional disclosure activity that exceeds that necessary to enable the public to make informed investment decisions. Such activity includes inappropriately-worded news releases, public announcements not justified by actual developments in an issuer's affairs, exaggerated reports or predictions, flamboyant wording and other forms of overstated disclosure activity which may mislead investors and cause unwarranted price movements and activity in an issuer's securities.
Unwarranted promotional disclosure is defined as disclosure activity beyond that necessary to inform investors, and explicable only as an attempt to influence the prices of securities, and is considered to be unnecessary and self-promotional. Although the distinction between legitimate public relations activities and such promotional activity is one that must necessarily be drawn from the facts of a particular case.
The following are frequent indications of unwarranted promotional activity:64.1 A series of public announcements, unrelated in volume or frequency to actual developments in an issuer's business and affairs.64.2 Premature announcement of products still in the development stage, with unproven commercial prospects.64.3 Promotions and expense-paid trips, or the seeking out of meetings or interviews with analysts and financial writers, which could have the effect of unduly influencing the market activity in the issuer's securities, and which are not justified in frequency or scope by the need to disseminate information about actual developments in the issuer's business and affairs.64.4 Press releases or other public announcements of a one-sided or unbalanced nature.64.5 Company or product advertisements which in effect promote the issuer's securities.
Article 65 Content and Preparation of a Public Announcement
Content of announcement:
The content of a press or other public announcement is as important as its timing. Each announcement should:65.1 Be factual, clear and succinct.65.2 Contain sufficient quantitative information to allow investors to evaluate its relative importance to the activities of the issuer.65.3 Be balanced and fair. Thus the announcement should avoid:65.3.1 Omission of important unfavourable facts, or minimizing such facts (e.g. by "burying" them at the end of a press release.)65.3.2 Presentation of favourable possibilities as certain, or as more probable than is actually the case.65.3.3 Presentation of projections without sufficient qualification, or without a sufficient factual basis.65.3.4 Use of promotional jargon calculated to excite rather than to inform.65.3.5 Negative statements phrased so as to create a positive implication e.g. "The Company cannot now predict whether the development will have a materially favourable effect on its earnings," (creating the implication that the effect will be favourable even if not materially favourable), or "The Company expects that the development will not have a materially favourable effect on earnings in the immediate future," (creating the implication that the development will eventually have a materially favourable effect).65.4 Avoid over-technical language, and where possible, use language comprehensible to a layman.65.5 Explain, if the consequences or effects of the information on the issuer's future prospects cannot be assessed, why this is so.65.6 Clarify and point out any reasonable alternatives where the public announcement undertakes to interpret disclosed information.
Article 66 Preparation of Announcements
The following guidelines for the preparation of press releases and other public announcements should help issuers to ensure that the content of such announcements will meet the requirements discussed above:66.1 Every announcement should either be prepared or reviewed by:66.1.1 An official familiar with the matters about which the disclosure is to be made, and66.1.2 An official familiar with the requirements of the Agency and the Exchange, as well as any other applicable requirements of the commercial companies law, and other related securities laws.66.2 Since skill and experience are important to the preparation and editing of accurate, fair and balanced public announcements, the Agency recommends that a limited group of individuals within the company be given this assignment, on an on-going basis. (Since a press announcement must usually be prepared and released as quickly as possible, the group charged with this assignment should be large enough to handle problems that arise suddenly and unexpectedly).66.3 Review of press releases and other public announcements by legal counsel is often desirable and necessary, depending on the importance and complexity of the announcement.
Article 67 Unusual Market Activity
The Agency's Capital Markets Supervision (CMS) Directorate is primarily responsible for the day-to-day relations between listed companies, the Agency and the Exchange.
When unusual market activity occurs, it must be reported to the Capital Markets Supervision Directorate. In many cases, by checking with market surveillance, the directorate will try to trace the reason for the action to a specific cause, such as recently disclosed information, recommendations by advisory services, or rumours. Market surveillance may also check with brokerage firms as to the source and reasons for the activity stemming from their particular firms. (This latter information, it should be noted, must remain confidential to the Agency). If no explanation of the unusual activity is revealed, the Directorate may call officials of the issuer to determine whether the cause of the action is known to them. If the action appears to be attributable to a rumour or report, or to material information that has not been publicly disseminated, the issuer may be requested to take the appropriate corrective action, and it may be advisable to halt trading until such action has been taken.
Listed companies are urged to contact the Directorate as early as possible whenever problems are encountered or anticipated in interpreting or applying the Agency's disclosure policies. By means of such advance consultation, effective liaison between issuers, the Agency and the Exchange can be maintained.
Article 68 Non-Compliance
Any person who contravenes the provisions of these Disclosure Standards or does not comply with these provisions, shall be subject to the actions as prescribed in the Agency's Law and other regulations.