Publication date: May 05, 2025
The purpose of the information obligations imposed on companies listed on stock exchanges is to influence transparency, clarity and security regarding the regulated market. The above features are to influence investor trust in individual entities, therefore the information obligations of companies are of fundamental importance and the meticulous fulfillment of the imposed obligations may affect the quotations of individual issuers. Public disclosure of confidential information also affects the equality of investors, who, having the same information about entities listed on the stock exchange, can freely make a decision regarding the investment of capital, taking into account the possible investment risk.
Listed Companies – Definition
Companies listed on the stock exchange are also known as public companies. A public company is a company operating within a regulated trading market, which may be a regulated market or an alternative trading system. According to art. 4 item 20 of the Act of 29 July 2005 on public offering and conditions for introducing financial instruments to an organised trading system and on public companiesa public company is a company with at least one share admitted to trading on a regulated market or introduced to trading in an alternative trading system in Poland.
Information obligations of listed companies
The source of the reporting obligations of listed companies are Polish and EU regulations.
In accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) (hereinafter: MAR Regulation), an issuer is obliged to disclose confidential information that directly concerns it. In accordance with Article 7 of MAR Regulation, public information includes, among others, precisely defined information that has not been made public, relating, directly or indirectly, to one or more issuers or one or more financial instruments, and which, if made public, would likely have a significant effect on the prices of those financial instruments or on the prices of related derivative financial instruments. Confidential information therefore meets the following requirements:
The Issuer makes confidential information publicly available in a manner that allows for quick access and full, correct and timely assessment of the information by the public.
The obligation to disclose confidential information applies to issuers who apply for admission of their instruments to the financial market or are already operating within this system.
The issuer may, at its own risk, delay the disclosure of confidential information if three conditions are met simultaneously:
(a) immediate disclosure of the information could prejudice the legitimate interests of the issuer or emissions trading market participant;
(b) the delay in disclosing the information would not be likely to mislead the public;
(c) the issuer or emission allowance market participant is able to ensure the confidentiality of such information.
In accordance with Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council, the issuer shall disclose inside information to the public using technical means that ensure:
a) dissemination of confidential information:
1) among the widest possible audience on a non-discriminatory basis;
2) free of charge;
3) simultaneously throughout the Union;
(b) the transmission, directly or through a third party, of confidential information to media on which the general public reasonably relies in order to ensure the effective dissemination of that information. Such transmission shall be effected by transmission using electronic means that preserve the completeness, integrity and confidentiality of the information during transmission and shall clearly specify:
1) that the information provided is confidential;
2) identity of the issuer or emission allowance market participant: full legal name;
3) identity of the person making the notification: first name, last name and position within the issuer or emission allowance market participant;
4) the subject of confidential information;
5) date and time of release to the media.
Issuers are obliged to provide complete information, integrity and confidentiality, while applying remedial measures in the event of any failure or disruption during the transmission of confidential information.
In accordance with Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, the Home Member State shall ensure that there is at least one officially appointed mechanism for the centralised storage of regulated information. These mechanisms should comply with minimum standards as regards security, certainty of the source of information, time recording and easy access for end-users, as well as the procedure for transmitting information.
There are various registers of data on granted subsidies, where one can find detailed information, for example, on the subsidy agreements provided to public companies. On the government website there can be found a list of projects implemented under EU Funds. The information on the website presents data on the beneficiary, project description, project value, amount of subsidy and others. Among other registers kept in Poland, we can indicate the List of Beneficiaries of the Common Agricultural Policy kept by the Ministry of Agriculture and Rural Development, the Register of Entities Excluded from the Possibility of Receiving Funds kept by the Ministry of Finance. The National Center for Research and Development keeps a register of Beneficiaries’ Success, in which it indicates such data as the name of the beneficiary, project value, amount of subsidy or project implementation period.
Summary
Public companies issuing their securities on the regulated market are subject to numerous information obligations related to the need to ensure transparency and clarity of the market and to ensure investor safety and trust. As part of their information obligations, companies are generally required to provide information on their financing, including information on agreements concluded with EU Funds, PARP Funds, National Centre for Research and Development Funds and others. When providing information on agreements, companies should also present the material terms of the agreements concluded.