12.1 | Narrative summaries
All ListCos must issue periodic financial disclosure results ("Results") that are compliant with IFRS, Financial Pronouncements as issued by the Financial Reporting Standards Council, the SAICA Financial Reporting Guides, the Companies Act and any required JSE accounting disclosures ("JSE GAAP") ("collectively "All GAAP" and "All GAAP Compliant/AGC"). The following Results are dealt with in the JSE LR periodic financial reporting model:
Any Results that are non-compliant with All GAAP will give rise to a JSE censure, a possible fine and a restatement in respect of material non-compliant disclosures. The JSE may investigate issues of known/suspected non-compliance itself or may refer matters for investigation to the Financial Reporting Investigation Panel ("FRIP") for a recommendation to the JSE with respect to such suspected non-compliance. With regard thereto, the JSE may refer CA(SA)s to IRBA (if the person is a Registered Auditor ("RA") employed by an audit firm) or to SAICA (if the person is a CA(SA) employed by ListCo or other entity) for disciplinary purposes where considered necessary by the JSE. ListCo's AFS are subject to annual external independent audit but its SubCos' AFS are not, unless required by the Companies Act or MOI. This is not problematic as auditors will audit all SubCos' financial information in the audit of the consolidated group. Auditors' reports will either be audit opinions or audit review conclusions issued in compliance with the relevant IAS. Results may not be released without issue of the required auditor's report. All ListCos must issue Cons AFS, unless the JSE otherwise agrees, and Co AFS. The Cons AFS may be issued in advance of the Co AFS (refer below). All Results require a Results Announcement on SENS, which announcement must contain the Short Form Press Announcement Details (as a minimum), a statement regarding investment decisions and two URLs – one being to the JSE cloudlink and the other being to the issuer's weblink – both referencing the full Results details. Results Announcements for AR must contain the date, time and venue of the AGM and note that the AFS are available on the JSE cloudlink but that the JSE Governance Disclosures (see AR below) are only available on the issuer's weblink. Interim Results and Condensed AFS require a Short Form Press Announcement in the press (in one widely circulated daily newspaper, in any official language), disclosing the Short Form Press Announcement Details, being headlines in a prominent position, directors responsibility, full announcement available on SENS and issuers' website, investment decisions to be based on full information, increases/decreases in revenue/profit, heps, eps, dividend/distribution, nav (if relevant) compared to the previous period and, if an auditor report is issued, the name of the audit firm and type of opinion/conclusion reached (including any modifications disclosed in full). In the case of a voluntary Short Form Press Announcement, it is recommended that the same information is provided. Interim results Interim Results must be released within three months after the end of:
through a Results Announcement and a Short Form Press Announcement. Failure to publish the interim results within three months of the interim period ended will result in the JSE taking action on day 14, being the annotation of the listing with "RE" and a JSE issued SENS announcement warning of a suspension of trading (if publication is not effected by the end of month four). Failure to publish the interim results by the end of month four will result in suspension of trading in ListCo securities on the first trading day of month five. It is expected that the lifting of the suspension will occur only once the interim results are released and the JSE is satisfied that there are no other problematic matters that must be resolved. First interim results do not require an audit or auditor review. Second Interim Results require an audit review conclusion. JSE GAAP requires disclosure that accounting policies are consistent with previous AFS, heps, diluted heps and heps reconciled to eps, statement confirming compliance with IAS 34 and (if relevant) any material changes to contingent acquisition/disposal consideration, in respect of mineral ListCos, any material changes to mineral resources and reserves and other disclosures in the prior year AR and in respect of property entities, a report on any forecast made to the interim period ended. The Audit Committee and board must determine whether ListCo wishes to forecast in the prospects paragraph and if so, ensure compliance with the forecast JSE LR. Financial year-end results The JSE periodic financial reporting model focuses on disclosures firstly, within three months of financial year end and, secondly, within four months of financial year end. Within three months of financial year end ListCo must:1
Condensed AFS must be released through a Results Announcement and a Short Form Press Announcement. JSE GAAP requires disclosure in Condensed AFS that accounting policies are consistent with previous AFS and disclosure of heps, diluted heps and heps reconciled to eps. Failure to release the Condensed AFS within three months of the year end will result in, 14 days after failure to comply, the annotation of the listing with "RE", a JSE SENS announcement cautioning suspension and, at the beginning of month five, suspension of trading in List-Co securities. It is expected that the lifting of the suspension will only occur once the Condensed AFS, AFS, Cons AFS or AR are released and the JSE is satisfied that there are no other problematic matters that must be resolved. Within four months of financial year end ListCo must:
Failure to publish both the AR and Notice of AGM within four months of the year end will result in the annotation of the listing with "RE", a JSE SENS announcement caution and suspension of trading in ListCo securities at the beginning of the sixth month. It is expected that the lifting of the suspension will only occur once the AR and Notice of AGM are released and the JSE is satisfied that there are no other problematic matters that must be resolved. Financial year-end results require the issue of Co AFS and Cons AFS (unless the JSE agrees otherwise). Usually both Co AFS and Cons AFS are included in one document, being the AFS. However, the Cons AFS may be issued in advance of the Co AFS (refer below). 1 Does not apply to the general segment JSE GAAP requires disclosure in the Cons AFS of the CEO and CFO attestation statement, unlisted securities information, heps, diluted heps and heps reconciled to eps, ListCo's directors beneficial interest in ListCo securities (including securities subject to pledge or similar security arrangement), major shareholder disclosure, public shareholder disclosure comprising public and non-public interests (in accordance with JSE LR 4.25 but excluding the extended family of a director of ListCo) in ListCo securities, share incentive scheme options and shares balances, remuneration of ListCo directors (and prescribed officers in terms of the Companies Act), material changes to contingent acquisition/disposal consideration, issues of shares for cash details, repurchased equity securities details, restrictive funding arrangement details (if applicable), for Property Entities, segmental and individual property information and for investment trust entities, investment portfolio information. The AFS usually form part of the Integrated Annual Report ("IAR") in full or as Summary AFS. Integrated reporting for ListCos is voluntary. The other parts of the IAR are the Annual Report ("AR" which is required in terms of the JSE LR) and the notice of Annual General Meeting ("AGM"). The AR is often referred to as the "front end" of the IAR. The AR contains all disclosures not included in the AFS or notice of AGM. The AR requires JSE Governance Disclosures detailing the general adoption and application of the King Code, prior year results of the non-binding remuneration resolutions and the results of any required engagements with shareholders, base line trading statement information being eps and heps and (if relevant) NAVps, specific corporate governance disclosures, a weighted voting share structure (where applicable), a statement confirming compliance with both relevant laws of establishment (usually the Companies Act for SA domiciled public companies) and ListCo's MOI, disclosure of material risks (which risks may be incorporated via a weblink to the website of ListCo), report on any material differences compared to a forecast made for the year ended, for mineral ListCos, mineral resources and reserves and other disclosures, for Property Entities, disclosure of a JSE or IFRS valuation (whichever is relevant) and confirmation of compliance with a specific risk management policy and Co AFS (if not issued prior to the issue of the AR). Various other non-GAAP disclosures (such as a chairman's report, CEO's report, CFO's report, sustainable reporting, and so on) will also be included as required by each ListCo. If the Cons AFS or the AR (being the Cons AFS contained therein) is/are issued after publication of the Condensed AFS and the content of the Cons AFS or AR (being the Cons AFS contained therein) has not changed from the previously published content of the Condensed AFS, then a No Change Report statement must be included in the Result Announcement. If the content of the Cons AFS or the AR (being the Cons AFS contained therein) has changed from the previously published content of the Condensed AFS, then a Change Statement must be included in the Results Announcement detailing and disclosing each Cons AFS line item change, individually and cumulatively. If the AR (being the Cons AFS contained therein) is issued after publication of the Cons AFS (includes Summary AFS) and the content of the AR (being the Cons AFS contained therein) has changed from the previously published content of the Cons AFS (includes summary AFS), then a Change Statement must be included in the Results Announcement detailing and disclosing each Cons AFS line item change, individually and cumulatively. It is expected, depending on the nature of such changes, that this may require a withdrawal of the Cons AFS or a restatement. ListCo must determine whether a forecast is to be included in the prospects paragraph of a short form Report and if so, ensure compliance with forecast reporting. ListCo must ensure that the compliance certificate is provided to the JSE, electronically, on the date of publication of the AR together with the AR. ListCo must ensure that delivery of the notice of AGM is effected using any of the delivery mechanisms allowed in the Companies Act, including delivery using non-registered mail in terms of Section 6(9)(b) of the Companies Act. ListCo must announce the date, time and venue of any GM/AGM within 24 hours of having delivered notice to shareholders. ListCo must announce the results of resolutions voted upon in GM/AGM within 48 hours of GM/AGM, including any addition or amendment of resolutions. |
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12.2 | Tabular summary
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