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The SWX Swiss Exchange has issued a reprimand against Charles Vögele Holding AG, Freienbach (SZ), for violation of the time limit for disclosing management transactions pursuant to Art. 74a of the Listing Rules.
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.
Between 21 December 2005 and 20 December 2006, three members of the management board of Charles Vögele Holding AG carried out 14 transactions to a total value of CHF 2,396,727. These transactions were reported to the SWX after a long delay, i.e. on 4 April 2007.
All transactions consisted of the exercise of options and the automatic sale of allotted shares via a,special feature of a bank. Due to negligence, the person responsible for reporting obligations at Charles Vögele Holding AG failed to recognise that the transactions were subject to the reporting obligations, and as a result they were reported to the SWX after a significant delay. The board of directors realised the error during a check and made a late report.
The sanction commission of the SWX noted that the board of directors of Charles Vögele Holding AG ensured that the reporting obligations were organised internally and monitored. On the other hand, the member of the management board charged with reporting management transactions failed to exercise due diligence. This failure is ascribed to the listed company. The value of the information for other shareholders has been substantially diminished, which constitutes a moderately serious violation of the Listing Rules. The SWX does not sanction governing bodies, however, but companies as a whole, so the conduct of the board of directors, which investigated the matter, dealt with the issue of enforcement and made the necessary correction, was taken into account as well. This conduct was deemed a mitigating circumstance, which is why only a reprimand has been issued.
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
