The Sanction Commission of SIX Swiss Exchange has decided that Dufry Ltd. did not breach its obligations to disclose management transactions.
The warnings issued by the company to two individuals required to report transactions complied with the applicable rules.
In March 2011, Dufry Ltd. disclosed transactions with a total value of more than CHF 11 million by a member of its Board of Directors up to 30 days delayed. In November 2011, Dufry Ltd. published details of management transactions by a member of its Group Executive Committee totaling over CHF 3 million up to several months delayed.
Pursuant to the Listing Rules and the Directive on Disclosure of Management Transactions, issuers are responsible for holding the persons subject to reporting obligations to their reporting obligation and, as the case may be, for taking appropriate action against them.
The Sanction Commission concluded that the obligation of an issuer to take action against non-compliant individuals only arises in cases where the relevant obligations have been breached repeatedly by the same person. Nevertheless Dufry Ltd. issued warnings to both of the non-compliant individuals. The company cannot be held responsible for the fact that these warnings were only issued while the sanction proceedings were already underway, as in view of what has been discussed, the company did not have an explicit duty to take action against these individuals.