The Disciplinary Commission of the SWX Swiss Exchange has established that the 2005 annual report published by Zwahlen & Mayr SA infringed several of the provisions of the Listing Rules. The Commission found a number of shortcomings in the application of the IFRS reporting standards. Furthermore, in publishing its 2005 annual report Zwahlen & Mayr SA failed to ensure that all investors were treated equally and provide advance notice to the SWX, as the regulations require. The company also failed to comply with its duties to provide information and to cooperate with the SWX. The Disciplinary Commission has therefore imposed a fine of CHF 25,000 on Zwahlen & Mayr SA and ordered that this sanction be published.
The 2005 annual report published by Zwahlen & Mayr SA was not produced in full compliance with the Listing Rules (LR) and the International Financial Reporting Standards (IFRS). The company did not disclose complete and correct information on the cash flow statement in accordance with IAS 7, on segment reporting (IAS 14), on construction contracts (IAS 11), on the treatment of the pension plan (IAS 19), on income taxes (IAS 12), on details of the remuneration paid to members of management (IAS 24) and on financial instruments (IAS 32). Zwahlen & Mayr SA also failed to provide descriptions on its provisions in accordance with IAS 37, neither did it include information on judgements made by management or on the key sources of estimation uncertainty, as required under IAS 1.
With the publication of its 2005 annual report, Zwahlen & Mayr SA also infringed the provisions on Ad hoc publicity, specifically the principle of equal treatment. The 2005 annual report, which contained financial information and thus potentially price-sensitive facts, was sent only to individual media, instead of sending it to all of the recipients prescribed in ref. no. 7 of the Directive on Ad hoc publicity. As such, Zwahlen & Mayr SA informed only selectively about its 2005 financial year.
Furthermore, Zwahlen & Mayr SA infringed its duties to provide requested information and to cooperate with the SWX as required under Art. 4 para. 1 LR by making available only some of the information and documents requested by the SWX.
Sanctions have been imposed on Zwahlen & Mayr SA in the past for previous breaches of the Listing Rules. Taking into account all aspects of the present case, the fine has been set at CHF 25,000.
Periodic reporting in compliance with applicable financial reporting provisions 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 financial reporting regulations can be found at: http://www.swx.com/admission/being_public/accounting_en.html
Information on the rules on ad hoc publicity can be found at: http://www.swx.com/admission/being_public/publicity_en.html
Sanctions imposed by the SWX to date in connection with financial reporting can be found at: http://www.swx.com/admission/being_public/accounting_en.html
Prevision SWX rulings in connection with ad hoc publicity can be found at: http://www.swx.com/admission/being_public/sanctions/ad_hoc_en.html
