Issuer's quarterly report

Prior to the introduction of mandatory reports, investors were faced with the opacity of the issuers whose securities they bought. In the mid-1990s, news agencies were engaged in selling issuers' financial statements at $ 50–100 per organization. In addition, unofficial reporting could be unreliable. Many companies made several options: for internal use, for the tax authority and for other interested parties ^[1] . The introduction of mandatory public disclosure of information has stopped the unfair practice of reporting sales. Issuers are required to prepare and publish quarterly reports, which include profit and loss statements and balance sheets. Thus, timely disclosure of information minimizes risks and is aimed at protecting the rights of investors.

The Federal Law “On the Securities Market” requires the issuer of equity securities to publicly disclose information in several forms:

• Issuer's quarterly report (quarterly report);
• issuer's consolidated financial statements;
• reports of material facts of activity.

The legislative requirement expires on the day after the publication of one of several possible reasons in the news feed of news agencies: on the adoption (entry into force) of a decision to declare a securities issue invalid or invalid, on a decision to invalidate the registration of a securities prospectus, about redemption of all securities, in relation to the issues of which the prospectus was registered, on the decision of the Bank of Russia on the release of the issuer from the obligation to disclose information deformations of.

A public company, by the nature of its legal position, is obliged to disclose information, since it is a prerequisite for the public circulation of shares in companies that, even if they are not traded on an organized market, should be prepared for this. The obligation to disclose information does not depend on the individual characteristics of a particular society, including its status. The described norm during the reform of corporate legislation remained unchanged, while the procedure for exemption from the obligation to disclose information from July 1, 2015 changed and depends on whether the joint-stock company meets the publicity criteria provided for by art. 66.3 of the Civil Code of the Russian Federation. A company that has been exempted from the obligation to disclose information may acquire it again ^[2] .

The obligation to issue quarterly reports extends to several categories of issuers:

• issuers having at least one securities prospectus ;
• issuers, the state registration of at least one issue (additional issue) of securities of which was accompanied by the registration of the prospectus for the issue of securities in case of placement of securities by open subscription or closed subscription among a circle of persons whose number exceeded 500;
• issuers, which are joint - stock companies created during the privatization of state and (or) municipal enterprises;
• on issuers whose exchange bonds are admitted to organized trading ;
• to issuers of Russian depositary receipts admitted to organized trading on the exchange.

The quarterly report shall include:

• the issuer's accounting (financial) statements (with an audit report attached for the last completed reporting year);
• the issuer's interim accounting (financial) statements for the completed reporting period (quarter, except for the fourth quarter);
• information on the security provided (in the case of the issue of secured bonds) and on the persons who provided it;
• other information defined by regulatory acts of the Bank of Russia.

The general requirements for information disclosure in the quarterly report are contained in the Regulation on Disclosure of Information by Issuers of Equity Securities of the Bank of Russia dated December 30, 2014 No. 454-P.

The quarterly report is approved by the issuer's authorized body (if any) and is signed by the issuer's sole executive body (general director, president, chairman of the board) and chief accountant. Persons who have approved and signed the quarterly report bear jointly and severally liable for losses incurred by the investor as a result of false, incomplete or misleading information.

The Moscow Exchange publishes the most common errors in information disclosure by issuers ^[3] .

Within no more than 45 days from the end of the quarter, the issuer is obliged to publish a quarterly report on the Internet. Publication is usually carried out on the issuer's own website.

In addition, quarterly reports can be found in the “Corporate Information Disclosure Center” of the Interfax news agency .

• Federal Law of 04.22.1996 No. 39-FZ “On the Securities Market”.
• Federal Law of December 26, 1995 No. 208-ФЗ On Joint-Stock Companies.
• Bank of Russia Regulation on Disclosure of Information by Issuers of Equity Securities dated December 30, 2014 No. 454-P.

• Interfax Corporate Information Disclosure Center