The SWX Swiss Exchange (SWX) has issued a reprimand with related publication against Clariant AG, Muttenz (BL), for violation of the provisions of the Listing Rules (LR). This SWX reprimand pertains to the failure to meet reporting deadlines for the disclosure of management transactions as prescribed in Art. 74a LR.
Under Art. 74a LR, issuers must ensure that persons subject to the reporting obligation (members of the board of directors and the management board) report their transactions to the issuer on the second trading day after the transaction date at the latest.
Transactions of an issuer's members of the board of directors and management board that exceed the threshold of CHF 100,000 per calendar month must be reported to the SWX by the issuer within two trading days of receiving the information. The reports then are published on the SWX Website.
It follows that no more than four trading days may pass between the transaction and transmission of the information to the SWX.
The purpose of the disclosure of management transactions is to provide market participants as rapidly as possible with information on transactions executed by the management of listed companies.
In the case at hand, on 1 March 2006 an executive member of the board of directors / member of the management board of Clariant AG bought a total of 10,000 registered shares of Clariant AG in the amount of CHF 203,000 and reported the transaction to the company after a delay of 50 trading days. Clariant AG reported the transaction to the SWX within the two-day reporting period pursuant to Art. 74a para 3 LR.
The Executive Committee of the Admission Board is of the opinion that the delay was due to the fact that the executive member of the board of directors / member of the management board had not been adequately instructed on his duties in connection with management transactions. The Executive Committee of the Admission Board has therefore determined that Clariant AG breached Art. 74a LR. The Executive Committee assumes that the breach was due to negligence. In view of the insufficient instruction of the person subject to the reporting obligation and the length of time by which the reporting period was exceeded, the Executive Committee does not consider it a minor breach.
The Executive Committee of the Admission Board has therefore issued a reprimand with publication against Clariant AG.
Information on provisions regarding the disclosure of management transactions is available at: http://www.swx.com/admission/being_public/management_transactions_en.html
The published notifications are available at: http://www.swx.com/admission/being_public/mtrans/publication_en.html
