The annual report for 2004 of Affichage Holding (Affichage) was not prepared in full accordance with the Listing Rules and the Corporate Governance Directive. In breach of the Corporate Governance Directive, Affichage in its annual report for 2004 failed to provide information regarding clauses on changes of control or failed to comply with the principle of clarity and importance. The phraseology used by the company did not make clear whether it actually had clauses on changes of control in place, thus violating the principle of clarity and importance.
Issuers must meet the requirements of the Corporate Governance Directive in accordance with the principle of «comply or explain». Generally speaking, the required information must be disclosed. If an issuer decides not to disclose certain information, it must give its reasons for each instance of non-disclosure in detail. A general reference to business secrecy is not deemed an acceptable reason. Due to the failure to disclose the clause on changes of control or an acceptable reason for not disclosing it, important information pertaining to corporate governance was withheld from investors in Affichage's annual report for 2004.
Moreover, by failing to provide all information and documents requested by the SWX, Affichage violated the duty to provide information and cooperate pursuant to Art. 4 para 1 of the Listing Rules.
The Executive Committee of the Admission Board has therefore issued a reprimand with publication against Affichage.
Periodic reporting in compliance with applicable directives forms an integral part of the information that contributes to transparent trading in accordance with the provisions of the Stock Exchange Act and the Listing Rules. One of the tasks of the SWX is to enforce the transparency provisions that apply to issuers.
Information on corporate-governance provisions is available at: http://www.swx.com/admission/being_public/governance_en.html
Previous sanctions imposed by the SWX for irregularities in the area of corporate governance are available at: http://www.swx.com/admission/being_public/sanctions/corporate_en.html
