Virgin Australia. communicating openly and effectively with shareholders;

Transcription

1 Virgin Australia Shareholder Communications Policy 1. Introduction 1.1 Virgin Australia Holdings Limited (Virgin Australia) (ASX: VAH) acknowledges and respects the rights of its shareholders. Virgin Australia recognises the importance of facilitating the effective exercise of those rights and is committed to empowering its shareholders by: (c) communicating openly and effectively with shareholders; providing ready access to balanced and understandable information about Virgin Australia and corporate proposals; and facilitating effective participation in shareholder meetings. 1.2 The Shareholder Communications Policy (Policy) acknowledges the Australian Securities Exchange (ASX) Corporate Governance Council s Corporate Governance Principles and Recommendations (2 nd Edition). 1.3 Virgin Australia will ensure: (c) materials detailed in this Policy are available on the Virgin Australia website within a reasonable timeframe; shareholder communications are distributed to shareholders in accordance with the Corporations Act and ASX Listing Rules; and the Policy is updated and maintained as required. 1.4 Virgin Australia employs a wide range of communications approaches, including direct communication with shareholders and publication of all relevant information within the Shareholder Information section of its website ( 1.5 Contact details for Virgin Australia Investor Relations Team are available under the Shareholder Information information section of the website. Shareholder Communications Policy Page 1 of 7

2 2. Continuous Disclosure This Policy is to be applied in conjunction with Virgin Australia s Continuous Disclosure Policy and the requirement that an entity must not disclose market sensitive information to anyone until it has given the information to ASX, and has received an acknowledgement from ASX that the information has been released to the market. Information is market sensitive if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether to buy or sell Virgin Australia securities. All announcements made to the ASX are available to shareholders: under the Shareholder Information section of the Virgin Australia website; and on the ASX website. 3. Applicability The Policy is applicable to Virgin Australia, including: all Directors, employees, contractors, consultants and agents of Virgin Australia and any person or organisation that acts for or represents Virgin Australia employees; and all locations worldwide. 4. Virgin Australia Share Registry For all share related enquiries, shareholders should contact the Virgin Australia Share Registry. Contact details for the share registry are available on the website. 5. Website The Virgin Australia website is the primary information dissemination point to the broader investment community. News and information is published on the website, including in the Shareholder Information and Media sections as it becomes available. This includes: announcements to the ASX; Virgin Australia media releases; Shareholder Communications Policy Page 2 of 7

3 (c) (d) (f) (g) Annual Reports and financial results; shareholder meeting information including addresses by the Chairman and Chief Executive Officer (CEO); presentations to investors and analysts; and key dates in the financial calendar. 6. ASX and Media Releases Within the Shareholder Information section of the website, there is a link to the ASX website where copies of all Virgin Australia ASX announcements can be viewed. Copies of Virgin Australia media releases are located in the Media section of the website. If a media release relates to market sensitive information it will not be released until confirmation is received that the market sensitive information has been disclosed to the ASX. 7. Financial Results Financial results are a key element of Virgin Australia s disclosure. The financial results for the half year ended 31 December are reported in February each year and the financial results for the full year ended 30 June are reported in August each year. Copies of the full year and half year financial results are made available in the Shareholder Information section of the website following announcement to the ASX. Immediately following the announcement to the ASX of Virgin Australia s half year and full year results, the media, institutional investors and stockbroking analysts are briefed and given an opportunity to ask questions of the CEO, Chief Financial Officer (CFO) and key senior management. Presentations that are made to investors and analysts are available to all shareholders under the Shareholder Information section of the website and are released to the market via the ASX, if required. Shareholder Communications Policy Page 3 of 7

4 8. Annual General Meeting (AGM) 8.1 Purpose of AGM Virgin Australia holds an annual general meeting (AGM) of shareholders. The AGM is the main opportunity for shareholders to hear updates on Virgin Australia s performance, ask questions of the Board of Directors (Board), to express a view and vote on the various matters of business on the agenda. 8.2 Date and Location of AGM Prior to the event, the date and location of the AGM will be made available on the website. The meeting is held during normal business hours at a place determined by the Board. 8.3 AGM Webcast Virgin Australia is committed to taking advantage of available technologies and improving access for shareholders who are unable to be physically present at the AGM by webcasting the AGM. The webcast of the AGM is accessible on the Virgin Australia website. 8.4 Notice of AGM Virgin Australia recognises the importance of clear and succinct notices of meetings and other communications with its shareholders. Shareholders will be given at least 28 days notice of the AGM. Explanatory notes and a Director s recommendation will accompany each resolution in the Notice of AGM. The Notice of AGM is released to the ASX and distributed to shareholders as a hardcopy or electronically (as elected by the shareholder). The Notice of AGM is also available on the website. Shareholders may also submit their proxy voting nominations electronically through the website. 8.5 Results of AGM The outcome of the voting on each resolution put to shareholders at the AGM is released to the ASX following the meeting. Shareholder Communications Policy Page 4 of 7

5 8.6 External Auditor to Attend the AGM Virgin Australia s external auditor attends the AGM and is available to answer any shareholder questions about the conduct of the audit and the preparation and content of the Auditor's Report. At each AGM, the Chair will allow a reasonable opportunity for members to ask questions of the auditor or their representatives. 8.7 Chair Address, CEO Address, AGM Presentations and Explanatory Material Virgin Australia will release transcripts of the Chairman s address, CEO s address and any presentation information to the ASX prior to the commencement of the AGM. 9. Annual Reports The Annual Report is released to the ASX and made available on the website. Virgin Australia encourages investors to view the Annual Report and all other communications electronically. Hard copies are also available on request. 10. Briefings / Presentations / Conferences 10.1 Open Briefings Virgin Australia may hold open briefings with institutional investors and/or stockbroking analysts to discuss information that has been released to the market. Market sensitive information will not be disclosed at open briefings unless that information has previously been announced to the market via the ASX One-on-one Briefings It is in the interests of Virgin Australia's shareholders that stockbroking analysts, journalists, institutional investors and other interested third parties have a thorough understanding of Virgin Australia's business operations and activities. Virgin Australia considers one-on-one discussions and meetings with investors and stockbroking analysts an important part of proactive investor relations. From time to time, Virgin Australia will participate in one-on-one briefings with those interested parties. At these briefings Virgin Australia may provide background and technical information to assist these parties in their understanding of Virgin Australia s Shareholder Communications Policy Page 5 of 7

6 business activities. Undisclosed market sensitive information will not be discussed at these briefings Relationship with Market Disclosure If any Virgin Australia Director or employee participating in a briefing (either open or one-on-one) considers that a matter has been raised that might constitute previously undisclosed market sensitive information, they must immediately refer the matter to the, CEO, CFO or the Company Secretary for assessment under the Continuous Disclosure Policy. Where a question raised in a briefing can only be answered by disclosing market sensitive information, Directors and employees must decline to answer the question or take the question on notice and wait until Virgin Australia announces the information publicly through the ASX before responding Access to Presentations Copies of investor, media or analyst presentations or briefings will be placed in the Shareholder Information section of the website. 11. Authorised Spokespersons Only the following persons are authorised to make public statements on behalf of Virgin Australia: the Chairman; and the CEO, or in his absence the CFO. The CEO may delegate this authority to another member of management if both the CEO and the CFO will be unavailable at any time. 12. Traffic and Capacity Statistics Copies of monthly operating statistics are released to the ASX and are also available in the Shareholder Information section of the website. Shareholder Communications Policy Page 6 of 7

7 13. Investor Relations Appropriately experienced Virgin Australia employees are available to assist shareholders with queries and requests. The Investor Relations team ensures Virgin Australia communicates its financial, operational and strategic progress and goals clearly and on an ongoing basis to the investment community. All dealings with analysts and investors will be managed by Investor Relations and limited to publicly available information as disclosed to the ASX. All meetings and presentations to analysts and investors should, where possible, always include Investor Relations. Investor Relations will keep a record of all meetings, material discussions, complaints or further contact with investors and analysts. The Manager, Investor Relations is responsible for reviewing and maintaining this Policy. 14. Shareholder Privacy Virgin Australia recognises that privacy is important and will not disclose registered shareholder details unless required or authorised by law. Shareholder details will only be used by Virgin Australia in accordance with applicable privacy laws. 15. Additional Information The website provides links to the ASX website which provides current share prices. A list of investor FAQ s is also available for reference. Copies of Virgin Australia s various policies are also available on the website. 16. Related Policies Continuous Disclosure Policy Communications Policy This Policy was approved by the Board on 19 February Shareholder Communications Policy Page 7 of 7