The Sanction Commission of SIX Swiss Exchange Ltd has imposed a CHF 25,000 fine against Lonza Group Ltd for violation of the rules governing the disclosure of management transactions.
The SIX Swiss Exchange Sanction Commission has determined that Lonza Group Ltd breached its obligations to disclose management transactions as prescribed in Art. 74a of the Listing Rules.
Lonza Group Ltd violated the Exchange’s rules by having reported three transactions as omnibus notifications without publication, notwithstanding each of those transactions exceeded the CHF 100,000 threshold value and was therefore in fact subject to an individual notification with publication; moreover, one of the notifications was reported late. Only upon the challenge of SIX Exchange Regulation did Lonza Group Ltd publish the previously non-published omnibus notifications as published individual notifications.
The Sanction Commission has arrived at the conclusion that Lonza Group Ltd did not take the necessary measures to instruct the persons subject to the reporting requirement (i.e. senior management and board members) in this regard. In addition, the person in charge at Lonza Group Ltd for submitting the relevant notifications was inadequately trained, and representation in the case of absence was not properly organized.
Based on this breach of the obligation to disclose management transactions, as well as the fact that Lonza Group Ltd had already been reprimanded in February 2008 for violation of the provisions governing ad hoc publicity, the Sanction Commission has imposed a CHF 25,000 fine against Lonza Group Ltd.
Within the scope of the obligation to disclose management transactions, issuers have the duty to ensure that members of senior management and the board of directors report the transactions they have made and, in case of any related violation, take action against the culpable individual. Moreover, an appropriate reporting system must be set up which enables the liable person to meet his/her notification and reporting obligations. The objective in doing so is to ensure that market participants are informed as quickly as possible about the transactions of close relevance to the company that have been conducted by its senior management and board members.
Information on provisions regarding the disclosure of management transactions is available at:
http://www.six-swiss-exchange.com/admission/being_public/management_transactions_en.html
Previously published management transactions are available at the SIX Swiss Exchange via:
http://www.six-swiss-exchange.com/admission/being_public/mtrans/publication_en.html