The Swiss Stock Exchange (SWX) last week issued a reprimand against Swisscom
AG for violation of the provisions of the Listing Rules.
This SWX reprimand pertained to the failure by Swisscom to meet reporting deadlines
for the disclosure of management transactions as prescribed in Article 74a of
the Listing Rules.
Under the Article in question, the issuer must, within two trading days after
receipt of the relevant notification, report to SWX those transactions in the
issuer’s securities that have been concluded by members of its board of
directors or senior management if the amount exceeds a threshold value of CHF100,000
in any given calendar month.
Individuals who are subject to this disclosure obligation (members of the issuer’s
board of directors or general management) must report their transactions to
the issuer no later than the second trading day after conclusion of the relevant
contract. Hence a total of four trading days at most may pass between the date
of the transaction and the submission of the related information to 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 in question, a non-executive board member of Swisscom AG on 21
November 2005 purchased 131 put options on Swisscom registered shares with a
market value of the underlying securities in the amount of CHF 548,890.00. That
individual subsequently reported the trade to Swisscom AG only after a delay
of 55 trading days.
For its part, Swisscom AG submitted the related notification to the SWX Swiss
Exchange with an additional delay of at least 8 trading days.
Commenting on the transaction last week, SWX announced that:
"In view of the type and size of the transaction as well as the length
of the reporting delay, the Executive Committee of the Admission Board does
not
consider this a mere minor violation; however, it deems that the infraction
was not committed intentionally. For these reasons, the Executive Committee
of the Admission Board has issued a reprimand with related publication against
Swisscom AG."