1.1 Purpose & Objectives
1.1.1 The purpose of this document is to provide comprehensive guidance to the Board Members and employees of NoonTalk Media and its subsidiaries.
This policy therefore serves as a memorandum to communicate the Group’s stance on Corporate Communications & Investor Relations Policy (“CCIR”) matters to our stakeholders such as Board Members, shareholders, members of the public, employees, customers, partners, vendors, and associated parties. The policy affirms the commitment of the Company to provide material information to the public in a timely, accurate and transparent manner
The Investor Relations (“IR”) department acts as an intermediary between NoonTalk Media and its shareholders and the investment community. The goal is to enable shareholders and the investment community to better understand the business and operations of NoonTalk Media through transparent, accurate, and timely disclosures.
1.1.2 The primary objective of the CCIR Policy is to establish a framework of processes and practices to ensure proper communication and delivery of information to stakeholders to make well-informed decisions.
1.1.3 This policy has been prepared in compliance with the communication reporting requirements specified in Rules 15 of the Listing Manual, Singapore Code of Corporate Governance 2012, Communication with Shareholders: Rules of Catalist (referred to as the "Catalist Rules") of the Singapore Exchange Securities Trading Limited ("SGX-ST").
In the course of its investor relations activities, the Company shall comply to the Rules of Catalist. In addition to required information disclosures, the Company seeks to adopt a proactive stance of voluntary supplemental disclosure covering matters that have a potential impact on investment decisions by existing and prospective investors.
All disclosures are submitted to the SGX-ST through SGXNet, and are available on NoonTalk Media’s corporate website at www.noontalk.com.
1.2.1 This policy applies to all members of the Board and employees of NoonTalk Media and its subsidiaries. It is designed to be followed and implemented by all individuals within the organisational structure of the Group.
1.3.1 "Employees" refers to individuals who are employed by the Group and fulfil their roles and responsibilities within the company.
1.3.2 "Company" specifically refers to NoonTalk Media Limited.
1.3.3 "Group" encompasses NoonTalk Media Limited and its subsidiaries, collectively forming a cohesive organisational entity.
1.3.4 "Board" refers to the Board of Directors of NoonTalk Media Limited.
1.3.5 "Delegated" refers to the person to whom authority has been delegated by the Board and the Management.
1.3.6 "Company Policy" or "Policies" refers to policies approved by the Board.
1.3.7 “CCIR” stands for Corporate Communications & Investor Relations.
1.3.8 “KPI” stands for Key Performance Indicator.
1.3.9 “IR” stands for Investors Relations.
1.3.10 “AGM” stands for Annual General Meeting.
1.3.11 “EGM” stands for Extraordinary General Meeting.
1.3.12 “SR” stands for Sustainability Report.
1.3.13 “ESG” stands for Environmental, Social and Governance.
1.3.14 “GRI” stands for Global Reporting Initiative.
2. POLICIES & PROCEDURES
2.1 Publication of Policy
2.1.1 The Corporate Communications & Investor Relations Policy is publicly available on the Company’s corporate website (www.noontalk.com) for stakeholders and the public.
2.1.2 This Policy is subject to regular review by the Company’s Key Management and Board of Directors to ensure its relevance. Updates and amendments (as appropriate) shall be made to reflect current best practices in our communications with Shareholders and the investment community.
2.2 Communication Guidelines
2.2.1 The Company is committed to providing clear, fair, and balanced disclosure of relevant information to its shareholders and the investment community in a timely and effective manner.
2.2.2 All disclosures shall adhere to the following principles:
§ They shall be factual, clear, and concise.
§ They shall be fair and balanced.
§ They shall use clear language that avoids unnecessary jargon, ensuring maximum understanding of the messages. English will be the official language of communication, but certain communication materials may be translated into other languages based on specific objectives.
§ They shall include sufficient quantitative information to enable investors to assess their importance to the Company’s activities.
2.3 Authorised Spokespersons
2.3.1 The Company’s designated spokespersons are the Chairman of the Board of Directors and the Chief Executive Officer. These spokespersons may designate other persons as spokespersons from time to time. All incoming inquiries from investors, shareholders and the media shall be put through to the IR department.
2.3.2 The Company and its designated senior spokespersons shall establish and maintain regular dialogue with Shareholders, to solicit and understand the views of Shareholders through analysts, media briefings, and roadshows.
2.4 Responding to Market Rumours
2.4.1 As a guideline, the Company shall not respond to rumours or market speculation. Clarifications shall, however, be made promptly through announcements via SGXNet if material information is deemed to have been leaked or where there are unusual market activities, which could be attributed to such rumours or market speculation.
2.4.2 The Company shall not comment on commercially sensitive proceedings.
3. COMMUNICATION WITH SHAREHOLDERS & THE INVESTMENT COMMUNITY
3.1 Communication Engagements
3.1.1 The Company employs various platforms to effectively engage Shareholders and the investment community, with an emphasis on timely, accurate, fair and transparent disclosure of information. In addition to Shareholder meetings, the Key Management of the Company shall also meet with investors, analysts, and the media, as well as participate in roadshows and relevant conferences organised by major brokerage firms throughout the year to solicit and understand the views of the investment community.
3.1.2 The Company is committed to treat all Shareholders fairly and equitably and stakeholders are informed of its activities, including changes in the business, which would be likely to materially affect the price or value of its shares, in a timely manner.
3.2 Shareholders’ Meetings
3.2.1 The Company’s Annual General Meeting (“AGM”) are the principal communication channel with its Shareholders. It shall facilitate opportunities for Shareholders to participate effectively in and vote at Shareholders’ meetings, including putting forth any questions they may have on the motions to be debated and decided upon.
3.2.2 Shareholders shall be notified of the AGM Notice electronically and by post/mail within four months after the close of the financial year.
3.2.3 As and when an Extraordinary General Meeting (“EGM”) of the Shareholders is to be held, Shareholders shall be notified electronically and by post/mail of the EGM Notice, which will contain details of the matters to be proposed for Shareholders’ consideration.
3.2.4 Shareholders shall be informed of the rules, including voting procedures that govern the general meetings.
3.2.5 Shareholders may download a copy of the Company’s Annual Report from the Company’s website at www.noontalk.com.
3.2.6 Printed copies of the Annual Report can be requested by Shareholders pursuant to a submitted request to [email protected].
3.3 Analysts & Investment Community
3.3.1 The Company welcomes requests from analysts and institutional investors for meetings with Key Management for the purpose of helping them gain a broader understanding of the Company’s business and its operating fundamentals. Any discussions at such meetings shall be based on publicly available information.
3.3.2 The Company shall not influence the views or recommendations of analysts, brokerage firms, and investment banks. However, it may review an analyst’s report for factual accuracy of the information that is within the public domain.
3.4 Results Announcements & Voluntary Business Updates
3.4.1 The Company shall hold an in-person meeting for its full-year results to engage Shareholders and the investment community. The Company shall provide voluntary business updates outside of its full-year results announcement to keep Shareholders and the investment community abreast of key developments.
3.4.2 The Company will make available on SGXNET and its corporate website the relevant information and presentation materials.
3.4.3 The Company observes a prescribed ‘blackout period’ prior to the announcement of its financial results. During this period, the Company does not engage in investor meetings or comment on the industry outlook, the Company’s business performance, and financial results, unless such information has already been publicly disclosed.
3.5 Annual Report
3.5.1 The Company publishes an Annual Report to enable Shareholders and the investment community to obtain a comprehensive and consistent overview of its business strategies, developments, and market outlook, as well as operational and financial performance. The Company shall also publish a Sustainability Report (“SR”) annually, which details its Environmental, Social and Governance (“ESG”) strategies and performance, in accordance with the Global Reporting Initiative (“GRI”) Standards.
3.5.2 The latest and archived copies of these reports are available on the Company’s website www.noontalk.com.
3.6 Corporate Website
3.6.1 The Company shall make available all corporate information such as financial results, annual reports, presentation materials, and media releases on the Investor Relations page of its corporate website www.noontalk.com.
3.7 Shareholder Privacy
4.1 NoonTalk Media Share Registrars
B.A.C.S. Private Limited
77 Robinson Road
#06-03 Robinson 77
Tel: +65 6593 4848
Fax: +65 6593 4847
Email: [email protected]
4.2 NoonTalk Media Investor Relations Team
Shareholders and the investment community can contact the Company’s Investor Relations team during office hours (1000hrs to 1800hrs) or email: [email protected].