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Corporate Disclosures Policy
A management team (the “Management Team”) consisting of the following individuals:
- Cameron Belsher, Chairman
- William LeClair, Interim CEO
- Rory Taylor, Vice President Finance
- Neil Hepworth, Vice President Operations
will set benchmarks for a preliminary assessment of materiality and will determine when developments justify public disclosure. The Management Team will meet as conditions dictate and maintain minutes of meetings. It is essential that the members of the Management Team be kept fully apprised of all pending material developments concerning the Corporation in order to evaluate and discuss those events and to determine the appropriateness and timing for public release of information. If it is deemed that the information should remain confidential, the Management Team will determine how that inside information will be controlled.
Management will review and update, if necessary, this disclosure policy on an annual basis or as needed to ensure compliance with changing regulatory requirements and report to the board of directors of the Corporation on an annual basis. This disclosure policy has been adopted by the board of directors of the Corporation.
Principles of Disclosure of Material Information
Material information is any information relating to the business and affairs of the Corporation and the Fund that results in, or would reasonably be expected to result in, a significant change in the market price or value of the securities of the Corporation or that would reasonably be expected to have a significant influence on a reasonable investor’s investment decisions. It is the Management Team’s responsibility to determine what information is material in the context of the affairs of the Corporation. The Management Team is in the best position to apply the definition of material information to our own unique circumstances.
In complying with the requirement to disclose forthwith all material information under applicable laws and stock exchange rules, the Corporation will adhere to the following basic disclosure principles:
- Material information will be publicly disclosed immediately via news release.
- In certain circumstances, the Management Team may determine that disclosure of certain information would be unduly detrimental to the Corporation or the Fund (for example, if release of the information would prejudice negotiations in a corporate transaction), in which case the information will be kept confidential until the Management Team determines it is appropriate to publicly disclose. In such circumstances, the Management Team will cause a confidential material change report to be filed with the applicable securities regulators and will periodically (at least every 10 days) review its decision to keep the information confidential (also see “Rumours”).
- Disclosure must include any information, the omission of which would make the rest of the disclosure misleading (half-truths are misleading).
- Unfavorable material information must be disclosed as promptly and completely as favorable information.
- No selective disclosure. Previously undisclosed material information must not be disclosed to selected individuals (for example, in an interview with an analyst or in a telephone conversation with an investor). If previously undisclosed material information has been inadvertently disclosed to any person who is not bound by an express confidentiality obligation, such information must be broadly disclosed immediately via news release. Disclosure made to analysts cannot be protected by a confidentiality agreement.
- Disclosure on the website of the Corporation alone does not constitute adequate disclosure of material information.
- Disclosure must be corrected immediately if the Corporation subsequently learns that earlier disclosure by the Corporation contained a material error at the time it was given.
Trading Restrictions and Blackout Periods
It is illegal for anyone to purchase or sell securities of any public company with knowledge of material information affecting that company that has not been publicly disclosed. Except in the necessary course of business, it is also illegal for anyone to inform any other person of material non-public information. Therefore, insiders and employees with knowledge of confidential or material information about the Corporation, or counter-parties in negotiations of material potential transactions, are prohibited from trading securities of the Corporation or any counter-party until the information has been fully disclosed and a reasonable period of time has passed for the information to be widely disseminated.
Trading blackout periods will apply to all directors and officers of the Corporation as well as those employees responsible for financial reporting during periods when financial statements are being prepared, but results have not yet been publicly disclosed. Pursuant to this policy the quarterly blackout period commences 14 days prior to the date of the normal quarterly earnings announcements (and 30 days prior to year end results) and ends 24 hours after the issuance of a news release disclosing quarterly results or annual financial results.
Blackout periods may be prescribed from time to time by the Corporation as a result of special circumstances relating to the Corporation pursuant to which insiders and employees of the Corporation would be precluded from trading in securities of the Corporation. All parties with knowledge of such special circumstances should be covered by the blackout. In such instances, insiders and employees of the Corporation will receive notice that they are not to trade until further notice. As soon a practicable a member of the Management Team will issue the above notice to insiders and employees, upon learning of the pending special circumstances, in order to comply with securities laws restrictions on insider trading.
If material information is announced through a press release, the regular 24 hour post-announcement blackout period may be extended for a further period of time as determined by a member of the Management Team in order to allow the market time to absorb the information. The amount of time required will vary from time to time.
Any employee privy to confidential information is prohibited from communicating such information to anyone else, unless it is necessary to do so in the course of business. Efforts will be made to limit access to such confidential information to only those who need to know the information and such persons will be advised that the information is to be kept confidential.
Communication by e-mail leaves a physical track of its passage that may be subject to later decryption attempts. All confidential information being transmitted over the Internet must be secured by the strongest encryption and validation methods available. Where possible, employees should avoid using e-mail to transmit confidential information.
Outside parties privy to undisclosed material information concerning the Corporation will be told that they must not divulge such information to anyone else, other than in the necessary course of business and that they may not trade in the securities of the Corporation until the information is publicly disclosed. Such outside parties will confirm their commitment to non-disclosure in the form of a written confidentiality agreement.
In order to prevent the misuse or inadvertent disclosure of material information, the procedures set forth below should be observed at all times:
- Documents and files containing confidential information should be kept in a safe place to which access is restricted to individuals who “need to know” that information in the necessary course of business and code names should be used if necessary.
- Confidential matters should not be discussed in places where the discussion may be overheard, such as elevators, hallways, restaurants, airplanes or taxis.
- Confidential matters should not be discussed on wireless telephones or other wireless devices.
- Confidential documents should not be read or displayed in public places and should not be discarded where others can retrieve them.
- Employees must ensure they maintain the confidentiality of information in their possession outside of the office as well as inside the office.
- Transmission of documents by electronic means, such as by fax or directly from one computer to another, should be made only where it is reasonable to believe that the transmission can be made and received under secure conditions.
- Unnecessary copying of confidential documents should be avoided and documents containing confidential information should be promptly removed from conference rooms and work areas after meetings have concluded. Extra copies of confidential documents should be shredded or otherwise destroyed.
- Access to confidential electronic data should be restricted through the use of passwords.
The Corporation has designated the following spokesperson responsible for communication with the investment community, regulators or the media:
- William LeClair, Interim CEO
The individuals listed may, from time to time, designate others within the Corporation to speak on behalf of the Corporation as back-ups or to respond to specific inquiries. Employees who are not authorized spokespersons must not respond under any circumstances to inquiries from the investment community, the media or others, unless specifically asked to do so by an authorized spokesperson. All such inquiries shall be referred to the Interim CEO.
Once the Management Team determines that a development is material, it will authorize the issuance of a news release, unless the Management Team determines that such developments must remain confidential for the time being, appropriate confidential filings are made and control of that inside information is instituted. Should a material statement inadvertently be made in a selective forum, the Corporation will immediately issue a news release in order to fully disclose that information.
If the Toronto Stock Exchange (“TSX”) is open for trading at the time of a proposed announcement, prior notice of a news release announcing material information must be provided to the Market Surveillance Department to enable a trading halt, if deemed necessary by the TSX. If a news release announcing material information is issued outside of trading hours, the Market Surveillance Department must also be notified before the news release is issued.
Regardless of when an announcement involving material information is released, the Market Surveillance Department of the TSX must be advised of its content and supplied with a copy in advance of its release. The Market Surveillance Department must also be advised of the proposed method of dissemination.
Annual and interim financial results will be publicly released immediately following board approval of the financial statements.
News releases will be disseminated through an approved news wire service that provides simultaneous national distribution. News releases will be transmitted to all stock exchange members, relevant regulatory bodies, major business wires and national financial media.
News releases will be posted on the website immediately after release over the news wire. The news release page of the website shall include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent news releases.
Conference calls may be held for quarterly earnings and major corporate developments, whereby discussion of key aspects is accessible simultaneously to all interested parties, some as participants by telephone and others in a listen-only mode by telephone or via a webcast over the Internet. The call will be preceded by a news release containing all relevant material information. At the beginning of the call, a spokesperson of the Corporation will provide appropriate cautionary language with respect to any forward-looking information and direct participants to publicly available documents containing the assumptions, sensitivities and a full discussion of the risks and uncertainties.
The Corporation will provide advance notice of any conference call and webcast by issuing a news release announcing the date and time and providing information on how interested parties may access the call and webcast. In addition, the Corporation may invite analysts, institutional investors, the media and other interested parties to participate. Any non-material supplemental information provided to participants will also be posted to the website for others to view.
The Management Team will hold a debriefing meeting immediately after the conference call and if such debriefing uncovers selective disclosure of previously undisclosed material information, the Corporation will immediately disclose such information broadly via news release.
The Corporation should not comment, affirmatively or negatively, on rumors. This also applies to rumors on the Internet. The spokespersons for the Corporation will respond consistently to those rumors, saying: “It is our policy not to comment on market rumors or speculation.” Should the TSX request that the Corporation make a definitive statement in response to a market rumor that is causing significant volatility in the units, the Board of Directors or the Management Team will consider the matter and decide whether to make a policy exception. If the rumour is true in whole or in part, the Corporation will immediately issue a news release disclosing the relevant material information.
Contacts with Analysts, Investors and the Media
Disclosure in individual or group meetings does not constitute adequate disclosure of information that is considered material non-public information. If the Corporation intends to announce material information at an analyst or unitholder meeting or a press conference or conference call, the announcement must be preceded by a news release.
The Corporation recognizes that meetings with analysts and significant investors are an important element of their investor relations program. The Corporation will meet with analysts and investors on an individual or small group basis as needed and will initiate contacts or respond to analyst and investor calls in a timely, consistent and accurate fashion in accordance with this disclosure policy.
The Corporation will provide only non-material information through individual and group meetings, in addition to regular publicly disclosed information, recognizing that an analyst or investor may construct this information into a mosaic that could result in material information. The Corporation cannot alter the materiality of information by breaking down the information into smaller, non-material components.
Reviewing Analyst Draft Reports and Models
It is the policy of the Corporation to review, upon request, analysts’ draft research reports or models. The Corporation will review the report or model for the purpose of pointing out errors in fact based on publicly disclosed information. It is the policy of the Corporation when an analyst inquires with respect to his/her estimates, to question an analyst’s assumptions if the estimate is a significantly outside the range of estimates and/or the published earnings guidance. The Corporation will limit their comments in responding to such inquiries to nonmaterial information. The Corporation will not confirm, or attempt to influence, an analyst’s opinions or conclusions and will not express comfort with the analyst’s model and earnings estimates.
So as not to “endorse” an analyst’s report or model, the Corporation will provide its comments orally or will attach a disclaimer to written comments to indicate the report was reviewed only for factual accuracy.
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 Corporation of the report. For these reasons, the Corporation and the Fund will not provide analyst reports through any means to persons outside or to employees of the Corporation, including posting such information on their website.
The Corporation may post on their website a complete list, regardless of the recommendation, of all the investment firms and analysts who provide research coverage on the Corporation. If provided, such list will not include links to the analysts’ or any other third party websites or publications.
Should the Corporation elect to disclose forward-looking information (“FOFI”) in continuous disclosure documents, speeches, conference calls, etc., the following guidelines will be observed:
- The information, if deemed material, will be broadly disseminated via news release, in accordance with this disclosure policy.
- The information will be clearly identified as FOFI.
- The Corporation will identify all material assumptions used in the preparation of the FOFI.
- The information will be accompanied by a statement that identifies, in very specific terms, the risks and uncertainties that may cause the actual results to differ materially from those projected in the statement, including a sensitivity analysis to indicate the extent to which different business conditions from the underlying assumptions may affect the actual outcome.
- The information will be accompanied by a statement that disclaims the intention or obligation of the Corporation to update or revise the FOFI, whether as a result of new information, future events or otherwise. Notwithstanding this disclaimer, should subsequent events prove past statements about current trends to be materially off target, the Corporation may choose to issue a news release explaining the reasons for the difference. In this case, the Corporation will update its guidance on the anticipated impact on revenue and earnings (or other key metrics).
If the Corporation has issued a forecast or projection in connection with an offering document covered by National Policy 48 – Future-Oriented Financial Information, the Corporation will update that forecast or projection periodically, as required by National Policy 48 – Future-Oriented Financial Information.
Responsibility for Electronic Communications
This disclosure policy also applies to electronic communications. Accordingly, officers and personnel responsible for written and oral public disclosures shall also be responsible for electronic communications.
The Interim CEO is responsible for updating the investor relations section of the website and is responsible, along with general counsel, for monitoring all information placed on the website to ensure that it is accurate, complete, up-to-date and in compliance with relevant securities laws.
The Management Team must approve all links from the website to a third party website. Any such links will include a notice that advises the reader that he or she is leaving the website and that the Corporation not responsible for the contents of the other site.
Investor relations material shall be contained within a separate section of the website and shall include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent disclosures. All data posted to the website, including text and audiovisual material, shall show the date such material was issued. Any material changes in information must be updated immediately. The CEO will maintain a log indicating the date that material information is posted and/or removed from the investor relations website. The minimum retention period for material corporate information on the website shall be two years.
Disclosure on the website alone does not constitute adequate disclosure of information that is considered material non-public information. Any disclosures of material information on the website will be preceded by the issuance of a news release.
The Interim CEO shall also be responsible for responses to electronic inquiries. Only public information or information which could otherwise be disclosed in accordance with this disclosure policy shall be utilized in responding to electronic inquiries.
In order to ensure that no material undisclosed information is inadvertently disclosed, employees are prohibited from participating in Internet chat rooms or newsgroup discussions on matters pertaining to the activities or securities of the Corporation. Employees who encounter a discussion pertaining to the Corporation should advise the Interim CEO immediately, so the discussion may be monitored.
Each employee’s corporate e-mail address is, in fact, a corporate address. Therefore, all correspondence received and sent via e-mail is to be considered corporate correspondence.
This disclosure policy extends to all employees of Corporation, the board of directors of Corporation and authorized spokespersons. New directors, officers and employees will be provided with a copy of this disclosure policy and will be educated about its importance. This disclosure policy will be circulated to all employees on an annual basis and whenever changes are made.
Any employee who violates this disclosure policy may face disciplinary action up to and including termination of his or her employment with Corporation without notice. The violation of this disclosure policy may also violate certain securities laws. If it appears that an employee may have violated such securities laws, Corporation may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.