2.4 Becoming Aware of Misrepresentations
If any person to which this Disclosure Policy applies becomes aware that (a) any information publicly disclosed by the Company contained or may have contained a misrepresentation, or (b) there has been or may have been a failure to make timely disclosure of material information, the Disclosure Committee should be promptly notified and the Disclosure Committee, after conducting a reasonable investigation of the information, shall endeavour to ensure that the material information, or correction thereof, as the case may be, is promptly disclosed in accordance with applicable laws and Stock Exchange Requirements.
2.5 Company Spokespersons
Subject to Section 7 of this Disclosure Policy, the CEO, the CFO and the General Counsel are hereby designated as the primary Company spokespersons (the “Spokespersons”). Others within the Company or the Company’s consultants, advisors or public relations service providers may be designated by the Disclosure Committee to respond to, or assist in responding to, specific inquiries as necessary or appropriate. Subject to any specific decision by the Disclosure Committee, the CEO is hereby designated to respond to media inquiries and investor relations questions or inquiries.
Employees who are not authorized Spokespersons must not respond under any circumstances to inquiries from the investment community or the media, or from other parties if received outside the scope of the employee’s usual responsibilities, unless specifically asked to do so by an authorized Spokesperson. Any such request for information about the Company should in all cases be directed promptly to the CEO or, in his/her absence, the CFO or, in his/her absence, the General Counsel.
3. Definition of Material Information
Material information is any development or information relating to the business and affairs of the Company that results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company’s listed securities. Information is also “material” if a reasonable investor would consider the information important to a decision to buy, hold or sell the Company’s listed securities. Either positive or negative information may be material and unfavourable material information must be disclosed as promptly and completely as favourable material information. The Disclosure Committee shall endeavour to ensure that its approach to materiality is consistent. The Disclosure Committee, when assessing the materiality of information, shall include consideration of the proximity, probability and significance of the information in the context of the total information generally available about the Company. As a general rule, there is no requirement to interpret and disclose the impact of external political, economic or social developments on the affairs of the Company. However, if an external development will have, or has had, a direct effect on the business and affairs of the Company that is both material and uncharacteristic of the effect generally experienced by other companies engaged in the same business or industry as the Company, the Company should disclose the impact on it. If a director, officer or employee of the Company is unsure at any time as to whether he or she is in possession of material information about the Company, he or she should contact the General Counsel for clarification.
4. Restrictions on Disclosure by Company Personnel
4.1 Disclosure by or on behalf of Company
No director, officer or employee of the Company shall disclose or discuss any non-public potentially material information about the Company to or with any person outside the Company, except if: (a) disclosure is required in the necessary course of the Company’s business provided that the person receiving such information first enters into a confidentiality agreement in favour of the Company (which should contain, among other things, an acknowledgement by the recipient of the requirements of applicable securities laws relating to such recipient trading securities with knowledge of a material fact or material change in respect of the Company that has not been generally disclosed and to such recipient informing another person or company of such a material fact or material change) and the disclosure is made pursuant to the proper performance by such director, officer or employee/person of his or her duties on behalf of the Company; or (b) disclosure is compelled by law. Disclosure of non-public, potentially material information about the Company is also subject to the Company’s policies and practices with respect to confidentiality of such information. If you have any questions as to whether information is material or potentially material information or has previously been disclosed in accordance with this Disclosure Policy, contact the General Counsel.
4.2 Disclosure by Influential Persons
Only the Disclosure Committee or the Board shall authorize, permit or acquiesce in public statements or disclosure, or a filing with a securities regulatory authority, by or on behalf of an “influential person” that relates to the Company. For these purposes, an “influential person” means a “control person”, a “promoter” or an “insider” who is not a director or senior officer of the Company, in each case within the meaning of applicable Canadian provincial securities laws. In providing any such authorization, permission or acquiescence, the Disclosure Committee or 4 the Board, as the case may be, shall apply the policies and procedures contemplated in this Disclosure Policy relating to public statements or disclosure or filings by the Company, appropriately modified for proposed public statements or disclosure or filings by or on behalf an influential person.
4.3 Expertized Disclosure
Prior to any public statement or disclosure or a filing with a securities regulatory authority by the Company or by a person on behalf of the Company that includes, summarizes or quotes from a report, statement or opinion made by an “expert” (within the meaning of applicable Canadian provincial securities laws or U.S. securities laws) and unless the Disclosure Committee determines otherwise, the Company shall obtain the written consent of such expert to such statement, disclosure or filing (which has not been withdrawn in writing by the expert prior to the Company’s disclosure or filing) and the Disclosure Committee shall make reasonable efforts to determine that the Company or the relevant person does not know and has no reasonable grounds to believe that there is a misrepresentation in the applicable statement, disclosure or filing made on the authority of the expert and to determine that the statement, disclosure or filing fairly represents the report, statement or opinion made by the expert.
4.4 Substantive Discussions about Company
Only Company Spokespersons are authorized to have substantive discussions about any aspect of the Company’s business with the media, any member of the investment community, any shareholder or potential investor, or at any industry or other conference.
5. Protection of Confidential Information
All directors, officers and employees of the Company should take appropriate steps to safeguard the confidentiality of information.
To prevent inadvertent disclosure of undisclosed material information, employees are strictly prohibited from posting information to or otherwise participating in Internet blogs, chat rooms or similar social media forums (such as Twitter, LinkedIn or Facebook) on matters pertaining to the Company’s business and affairs or its listed securities unless authorized to do so by a Spokesperson.
6. Dissemination Procedures
6.1 Determination to Disclose Material Information
Once the Disclosure Committee determines that a development or information is material information and such information must be disclosed, then such development or information shall be disseminated by a means designed to provide broad, non-exclusionary distribution of the information to the public, unless the Disclosure Committee determines, on a reasonable basis, that disclosure of such development or information may, in accordance with applicable laws and Stock Exchange Requirements, be kept confidential until the Disclosure Committee determines it is appropriate or necessary to publicly disclose the information. The analysis as to whether or not to make such disclosure, together with the contents of any public disclosure, in appropriate circumstances, would typically involve consultation with legal counsel. Legal counsel should be consulted prior to disseminating a news release relating to an offering of securities, particularly into the United States.
6.2 Determination to Keep Material Information Confidential
In circumstances where the Disclosure Committee has determined to keep material information confidential, the Disclosure Committee shall take steps to safeguard the confidentiality of such information. During the period before material information is disclosed, market activity in the Company’s listed securities should be monitored and the Market Surveillance Department of the Investment Industry Regulatory Organization of Canada (“Market Surveillance”) and any applicable U.S. regulator may need to be notified of unusual market activity. The Disclosure Committee shall also determine whether the undisclosed material information constitutes a “material change” (as defined under applicable securities laws) and, if so, shall cause a confidential material change report to be filed with the applicable securities regulators. The Disclosure Committee shall periodically (at least every 10 days) review its decision to maintain the confidentiality of the material information and, in the case of an undisclosed material change, shall advise the applicable securities regulators where it believes the report should continue to remain confidential. If the basis for confidentiality ceases to exist, the Disclosure Committee shall ensure that the material information is promptly disclosed in accordance with applicable law.
Pending the public release of material information, the Company should also satisfy itself that persons who have knowledge of the material information are aware that it has not been generally disclosed and remains confidential and that such persons are subject to the requirements of applicable securities laws relating to such persons trading securities with knowledge of a material fact or material change in respect of the Company that has not been generally disclosed and such persons informing another person or company of such a material fact or material change until the material information is publicly disclosed or no longer material./p>
6.3 Contents and Dissemination of Press Releases
If the Toronto Stock Exchange (or any other exchange upon which securities of the Company are listed) is open for trading at the time of a proposed announcement, prior notice of a press release announcing material information must be provided, in the case of the Toronto Stock Exchange, to Market Surveillance (Phone: 416.646.7220; Fax: 416.646.7263; Email: surveillance@iiroc.ca) or to the otherwise applicable market surveillance department(s) to enable a trading halt, if deemed necessary by the stock exchange(s).
Press releases issued in respect of material information shall contain sufficient detail to enable the investors to understand the substance and importance of such information while avoiding exaggerated reports or promotional commentary. The Audit Committee shall review all press releases containing: (a) financial information based on or taken from the Company’s financial statements; or (b) any earnings guidance (or updates to any previously issued earnings guidance), prior to the issuance of such releases. The Company’s Audit Committee Charter sets forth in detail these responsibilities of the audit committee.
Press releases containing material information will be disseminated through an approved news wire service that provides simultaneous Canadian, U.S. or international distribution. These press releases shall be transmitted to all stock exchanges on which the Company’s securities are listed and relevant regulatory bodies in accordance with applicable law and the Stock Exchange Requirements including, in particular, filing on SEDAR (the System for Electronic Document Analysis and Retrieval established by the Canadian securities regulators) and EDGAR (Electronic Data Gathering, Analysis and Retrieval established by the U.S. Securities and Exchange Commission), as well as distributed via business wires and to national financial media and local media in areas where the Company has its headquarters and operations, all as considered appropriate from time to time by the Disclosure Committee. Such press releases shall also be posted on the Company’s website as soon as practical after release over the news wire.
Disclosure on the Company’s website alone does not constitute adequate disclosure of undisclosed material information.
6.4 Inadvertent or Unauthorized Disclosure
If previously undisclosed material information has been inadvertently disclosed to any person outside the Company that is not bound by an express confidentiality obligation or disclosed on some other unauthorized basis, the Company shall cause such information to be publicly disclosed as soon as possible after learning of the inadvertent or unauthorized disclosure. In such circumstances, the Company shall take immediate steps to ensure that disclosure is made to the public via press release. Pending the public release of the information, the Company shall inform the person who has knowledge of the information that the information is material and has not been generally disclosed. The Company shall also assess whether a trading halt of the Company’s listed securities on the Toronto Stock Exchange, the New York Stock Exchange or any other exchanges on which securities of the Company are listed should be requested until proper disclosure has been made.
6.5 Material Change Reports
The Disclosure Committee shall also determine whether the material information constitutes a “material change”, pursuant to Canadian securities legislation, and if so, the Company shall file a “material change” report with relevant Canadian securities commissions within 10 days of the “material change”.
7. Conference Calls
If authorized by the Disclosure Committee, conference calls may be held for quarterly and annual financial results, or for material corporate developments,. During these calls, one or more of the Company Spokespersons, or other appropriate personnel as designated by the Disclosure Committee, shall discuss key aspects of the results or developments, as the case may be, and this discussion shall be accessible simultaneously to all interested parties, some as participants by telephone and others in a listen-only mode by telephone or, if available, via a webcast over the Internet.
At the beginning of the conference call, a Company Spokesperson shall notify all participants to the call that there may be discussion of forward-looking information on the call. The Spokesperson shall then provide appropriate cautionary language with respect to any such forward-looking information and direct participants to publicly filed disclosure documents containing the assumptions, sensitivities and a full discussion of the risks and uncertainties that could affect such forward-looking statements.
The Company shall provide advance notice of the conference call and, if applicable, webcast by issuing a press release announcing the date, time and subject matter of the call and, if applicable, webcast and providing access information. In addition, the Company may invite members of the investment community, the media and others to participate. Such notice will also be posted on the Company’s website. Any supplemental information provided to participants shall also be posted to the Company’s website for others to view.
An archived audio webcast on the Company’s website, or an audio transcript of the conference call, shall be made available following the call for a minimum of 10 days for anyone interested in listening to a replay and shall be retained for a minimum of six years in the Company’s records.
The archived audio webcast page of the Company’s web site shall include a notice that advises the reader that the information therein is for historical reference purposes only and that while information contained within the releases was believed to be accurate at the time of issue, the Company will not, and specifically disclaims any duty to, update this information.
8. Rumours
The Company’s policy is to not comment, affirmatively or negatively, on rumours. The Company’s Spokespersons may respond consistently to rumours by stating: “It is our policy not to comment on market rumours or speculation.” Should any stock exchange on which the Company’s securities are listed request that the Company make a definitive statement in response to a market rumour that may be causing significant volatility in the Company’s listed securities, the Disclosure Committee shall consider the matter and decide whether to make a statement regarding the rumour.
9. Forward-Looking Information
Subject to authorization from Audit Committee, the Company may elect to discuss forwardlooking information (such as guidance on revenues, earnings, or results) in disclosure documents filed by the Company, press releases, conference calls or presentations. If material, this information shall be broadly disseminated in accordance with this Disclosure Policy. The Board of Directors’ audit committee will endeavour to ensure that there is a reasonable basis for drawing any conclusions or making any forecasts and projections set out in the forward-looking information.
Documents containing forward-looking information shall contain, proximate to the forwardlooking information, (a) reasonable cautionary language clearly identifying the forward-looking information as such, (b) a statement that (i) actual results could differ materially from any conclusion, forecast or projection in the forward-looking information and (ii) indentifying the material factors that could lead to such a result, and (c) a statement of the material facts or assumptions that were applied in drawing such conclusion or making such forecast or projection.
For public oral statements, the person making such a statement shall state that: (a) the oral statement contains forward-looking information; (b) the actual results could differ materially from any conclusion, forecast or projections in the forward-looking information; (c) certain material facts or assumptions were applied in drawing such conclusion or making such forecast or projection; and (d) additional information is contained in a readily-available document (and the person making this statement shall confirm that such document has been previously filed with applicable securities regulators or generally disclosed and shall identify such document) regarding the material factors or other risks that could cause actual results to differ materially from any conclusion, forecast or projections in the forward-looking information and the material factors and assumptions that were applied in drawing such conclusion or making such forecast or projection.
For both documents and public oral statements, and subject to applicable securities laws, the disclosure should include a statement that disclaims the Company’s intention or obligation to update or revise the forward-looking information, whether as a result of new information, future events or otherwise.
10. Quiet Periods
It is illegal for a public company and certain persons, including directors, officers, employees and insiders of a public company, to inform, other than in the necessary course of business, another person of material information affecting that company that has not been publicly disclosed. To avoid the potential for selective disclosure, the Company observes a regularly scheduled “quiet period”. The quiet period commences at the end of the last day of each fiscal period through to the issuance of the press release disclosing the financial results for that fiscal period. During its quiet period, the Company’s management shall not initiate discussions or communications with members of the investment community unless authorized by the Disclosure Committee and shall restrict discussions with such persons to general and publicly disclosed information concerning the Company, including its historical financial results. No comments concerning the current fiscal period, nor any comments respecting past or present guidance, are permitted during the quiet period. Any press release to be issued by the Company during the quiet period should be reviewed and authorized by the Disclosure Committee, unless such release has been separately reviewed and authorized by the Board of Directors.
11. Contacts with Analysts, Investors and the Media
Disclosure in individual or group meetings does not constitute adequate disclosure of information that is considered non-public material information. If the Company intends to announce material information at an analyst or shareholder meeting or a press conference or conference call, the announcement must be preceded by a press release containing such information, which release is disseminated in accordance with this Disclosure Policy.
The Company recognizes that meetings with analysts and significant investors are an important element of the Company’s investor relations program. The Company shall meet with analysts and investors on an individual or small group basis as needed and shall initiate contacts or respond to analyst and investor calls on a reasonable best efforts basis in a timely, consistent and accurate fashion in accordance with this Disclosure Policy.
The Company shall provide only non-material information through individual and group meetings, in addition to information that has previously been publicly disclosed. The Company cannot alter the materiality of information by breaking down the information into smaller, nonmaterial components.
If previously undisclosed material information is disclosed in a conversation with an analyst or an investor, the Company shall immediately disclose such information broadly via a press release. If it is uncovered that a misstatement or omission was made in such a conversation, the Disclosure Committee shall consider and, if deemed advisable, authorize release of an appropriate statement or other disclosure correcting such misstatement or omission.
12. Reviewing Analyst Draft Reports and Models
It is the Company’s policy to review, upon request, analysts’ draft research reports or models. The Company shall review the draft report or the model for the sole purpose of pointing out errors in fact based on publicly disclosed information. It is the Company’s policy, when an analyst inquires with respect to his/her estimates, to question an analyst’s assumptions if the estimate is a significant outlier among the range of estimates by analysts or the Company’s published earnings guidance (if any). The Company shall limit its comments in responding to such inquiries to non-material information, which could include economic and industry trends that may affect the Company and which are generally known. The Company shall not confirm, or attempt to influence, an analyst’s opinions or conclusions and shall not express comfort with the analyst’s report, model or earnings estimates.
13. No Distribution of Analyst Reports
Analyst reports are proprietary products of the analyst’s firm. Re-circulating a report by an analyst may be viewed as an endorsement by the Company of the report. For these reasons, the Company shall not provide analyst reports through any means to persons outside of the Company or to employees of the Company. Analyst’s reports (including the existence thereof) shall not be posted on the Company’s website.
The Company may post a complete list, in alphabetical order, of all the investment firms and analysts who provide research coverage on the Company on its website, regardless of their recommendation. If so provided, such list shall not include links to the analysts’ or any other third party websites or publications.
14. Responsibility for Electronic Communications
This Disclosure Policy also applies to electronic communications. Accordingly, officers and employees responsible for written and oral public disclosures, including Spokespersons, shall also be responsible for electronic communications. The Disclosure Committee will designate an individual as being responsible for updating the “Investor Relations” and “News & Events” sections of the Company’s website and such person will be responsible for monitoring all Company information placed on the Company’s website to ensure that it is accurate and complete.
Investor relations material shall be contained within a separate section of the Company’s website. Such investors relations material shall include, or shall include links to, all of the Company’s “timely disclosure” documents issued and filed in accordance with applicable securities laws, any material that the Company has distributed to analysts and institutional investors and any other information deemed appropriate by the Disclosure Committee.
The webpage(s) where the investor relations material and press releases of the Company are accessed shall include a notice that advises the reader that the information posted was believed to be accurate at the time of posting, but that the Company will not, and specifically disclaims any duty to, update the information.
All information posted to the website, including text and audiovisual material, shall show the date such information was posted. A person designated by the Disclosure Committee shall be responsible for maintaining a log indicating the date that material information is posted or removed from the investor relations website. The minimum retention period for material corporate information on the website shall be two years after the date of its posting. Links from the Company’s website to a third party website must be approved by the Disclosure Committee. Any such links should include a notice that advises the reader that they are leaving the Company’s website and that the Company is not responsible for the contents of the other site. The Company’s website shall contain contact information for the individual at the Company designated to handle website maintenance.
15. Education and Enforcement
This Disclosure Policy shall be available to all persons to which this Disclosure Policy applies. The Disclosure Committee shall endeavour to ensure that all employees are aware of the existence of the Disclosure Policy, its importance and the Company’s expectation that employees shall comply with the Disclosure Policy.
Any officer or employee who violates this Disclosure Policy may face disciplinary action up to and including termination of his or her employment with the Company without notice. The violation of this Disclosure Policy may also violate certain securities laws. If it appears that a director, officer or employee may have violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.
Should any person subject to this Disclosure Policy have any questions or wish information concerning the above, please contact the General Counsel.
