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Public companies have responsibilities
T&T Stock Exchange Ltd (the exchange) wishes to inform the investing public of the responsibility of public companies, whose securities are listed and traded on the exchange.
These companies execute a listing agreement (the agreement) with the exchange, the general purpose of which is not only to provide for the technical requirements to carry on trading, but also to protect the members of the exchange and their customers from fraud and to make available adequate current information.
A brief summary of the provisions of the agreement follows:
1. To notify the Board of the Stock Exchange immediately after the relevant board meeting has been held of:
(a) Any preliminary profits announcements for any year, half year or other period;
(b) All dividends and other distributions to members recommended or declared or resolved to be paid and of any decision to pass any dividend or interest payment;
(c) Short particulars of any proposed change in the capital structure, or redemption of securities.
2. To notify to the press the basis of allotment of securities in prospectus and other offers and, if applicable, in respect of excess applications, such notice to appear not later than the morning of the business day next after the allotment letters or other relevant documents of title are posted.
3. To notify the Board of the Stock Exchange without delay of :
(a) Particulars of any material acquisitions or realisations of assets;
(b) Any information required to be disclosed to the stock exchange under the provisions of The Code on Take-overs and Mergers administered by the Securities and Exchange Commission;
(c) Any changes in the directorate or key management personnel;
(d) Any proposed change in the general character or nature of the business of the company or of the group;
(e) Any information required to be notified to the company under Part VIII and IX respectively of the Securities Industry Act, 1995;
(f) Any other information necessary to enable the shareholders and the public to appraise the position of the company and to avoid the establishment of a false market in its securities.
4. To send with the notice convening a meeting of holders of securities entitled to vote proxy forms with provision for two-way voting on all resolutions intended to be proposed.
5. To forward to the Board of the Stock Exchange copies of :
(a) All circulars, notices, reports, announcements or other documents to holders of securities, either in advance of their publication or at the same time as they are issued;
(b) All resolutions passed by the company other than resolutions concerning routine business at an annual general meeting.
6. To notify the Board of the Stock Exchange of an explanation for the delay in any case where no annual report and accounts have been issued by the company within four months following the date of the end of the financial period to which they relate, at the same time indicating when it is expected that such report and accounts will be published.
7. To prepare half yearly or interim reports, which must be sent to the holders of securities or inserted as paid advertisements in two leading daily newspapers not later than six months from the date of the notice convening the annual meeting of the company.
8. To circulate with the annual report of the directors:
(a) A statement by the directors as to the reasons for adopting an alternative basis of accounting in any case where the auditors have stated that the accounts are not drawn up in accordance with the standard accounting practices approved by the Institute of Chartered Accountants of T&T ;
Continued next week
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