IMO: under Australian law directors have a duty to act in the best interests of the company. The director/company relationship is one of several well established fiduciary ones. In some situations, such as takeovers, case law indicates that the best interests of the company may be synonymous with the best interests of shareholders as a whole - looking at the 'hypothetical' investor, whoever that may be!
Outside of situations where shareholders have the right to vote on, shareholders do not have the power to alter the way in which directors/ managers manage the company, including how they disclose information. Whilst there may be information that shareholders would like to know, with a publicly listed company shareholders are not entitled to more than what is required to be publicly disclosed under periodic and continuous disclosure laws. To date, Australia's continuous disclosure laws effectively do not require the release of information generated for internal purposes, where it is confidential, and a 'reasonable person' would not expect the information to be disclosed. Consequently, Australian companies are not required to disclose confidential monthly financials which management generates each month for internal purposes, or detailed information about the profitability of each of their products, services, retail outlets etc. Looking to the information provided by all listed Australian companies in their periodic financial reports, aggregate information is not an exception, but a norm.
As to the attributes of the 'reasonable person', no doubt this would be looked at objectively, and would presumably require that they were at least an investor in shares, as opposed to a 'stranger'.
BLA Price at posting:
$5.70 Sentiment: Buy Disclosure: Held
