Investors – Disclosure Policy
It is the policy of Synodon Inc. (“Synodon”) to ensure the informative, timely and accurate disclosure of material information concerning Synodon to the public. Synodon recognizes that individual investors deserve the same access to material information as institutional shareholders and analysts, and Synodon is committed to providing fair and equal access to such information through broadly disseminated disclosure.
This disclosure policy applies to all directors, officers and employees of Synodon and its operating subsidiaries (collectively, the “Employees”). It covers all methods that Synodon uses to communicate to the public, such as documents filed with security regulators, written statements made in Synodon ‘s annual and quarterly reports, news and earnings releases, letters to shareholders, speeches by management at industry conferences and information contained on Synodon ‘s website. It also covers oral statements made in both group and individual meetings or telephone calls with analysts and investors, interviews with the media and press conferences. This disclosure policy does not apply to communications in the ordinary course of business not involving material information. It is Synodon’s intention that this disclosure policy also apply to influential persons (as defined in applicable securities law) and Synodon encourages any influential persons to comply.
There are no references for this document.
- Both the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of Synodon are designated as the main contacts for analysts, investors, the media and others seeking information about Synodon’s financial and business affairs.
- The CEO and CFO may from time to time designate other individuals to respond to specific inquiries from the media or investment community on behalf of Synodon. Employees may not respond to any such inquiries unless specifically authorized by the CEO or CFO.
DISCLOSURE COMMITTEE & MONITORING RESPONSIBILITY
- The Disclosure Committee shall be composed of the CFO, CEO and Corporate Counsel and the Chairman of the Board of Directors. The Committee shall meet from time to time as required.
- The CFO shall be responsible for implementing and monitoring this disclosure policy.
- The Disclosure Committee shall determine when transactions, developments and other events constitute material information and require public disclosure.
REVIEW OF DOCUMENTS
- The Disclosure Committee is responsible for reviewing and supervising the preparation of Synodon ‘s “core” documents (as listed in Appendix A) to ensure that they are accurate with respect to all material information and contain appropriate cautionary language in relation to any forward-looking information. The Disclosure Committee will also take reasonable steps to ensure that all core documents are prepared in accordance with Synodon’s document preparation and review procedures. No core documents may be released without undergoing formal review by the Disclosure Committee.
- The Disclosure Committee may designate certain members of management as having responsibility for reviewing and approving non-core documents (all documents, including press releases, which are not listed in Appendix A).
The materiality of information shall be determined by the Disclosure Committee, in accordance with applicable rules and regulations. Information is generally considered to be material if it would reasonably be expected to have a significant effect on the market price or value of Synodon’s securities. Consideration should be given to the nature of the information itself, the volatility of the company’s securities and prevailing market conditions. In general, if there is any doubt about whether particular information is material, Synodon should err on the side of materiality and release the information publicly. Some examples of information or events which may be material to Synodon are set out in Appendix B.
RESTRICTION ON DISCLOSURE OF MATERIAL INFORMATION
- To avoid selective disclosure of undisclosed material information, no Employee shall disclose material information regarding Synodon to any person or group of persons (including without limitation members of the investment community, the media and analysts) until it has been generally disseminated to the public in accordance with this disclosure policy. Disclosure in individual or group meetings does not constitute adequate disclosure of information that is considered material non-public information. The Disclosure Committee may approve limited exceptions to this prohibition where disclosure is made to Synodon’s auditors, legal counsel, underwriters or other professional advisors in the necessary course of Synodon’s business.
- If it is determined that previously undisclosed material information has been disclosed, Synodon shall immediately disclose the information in a press release in order to achieve broad public dissemination of the information, and the TSX should be contacted, with trading halted if necessary or if deemed appropriate by the TSX.
- Synodon shall comply with all applicable laws and regulations regarding the timely disclosure of material information and changes. Once a decision is made that information is material, applicable securities laws and stock exchange rules require prompt disclosure, and broad dissemination to the public in a manner that is both accurate and complete. Unfavourable news must be disclosed as promptly and completely as favourable news. The principal method of publicly disclosing material information will be by news release, using a news wire service that provides simultaneous distribution to widespread news services, financial media, and relevant stock exchanges and regulatory bodies. Synodon will comply with the rules of the TSX Venture Exchange (the “TSXV”) regarding the timing of release of news releases, and any requirement to obtain Market Surveillance pre-clearance of news releases. Synodon will file material change reports when required in accordance with applicable securities laws and regulations<
- In certain circumstances, material information may be withheld from the public for legitimate business purposes (for example, if release of the information would prejudice negotiations in a corporate transaction) in which case the information will be kept confidential until Synodon determines it is appropriate to publicly disclose that information. If such information relates to a “material change” within the meaning of the applicable securities legislation, the CFO will cause a confidential material change report to be filed with the securities regulators and will review (at least every 10 days) his or her decision to keep the information confidential.
- All news releases should be accurate and complete and should contain enough detail to enable the media and investors to understand the substance and importance of the change being disclosed. All news releases from Synodon and its subsidiaries (except for promotional news releases that do not relate to material or financial information) shall be disseminated and pre-approved by the Disclosure Committee, or as it may otherwise designate from time to time. In addition, Synodon corporate news releases must be approved by the CEO, and news releases relating to material information must be approved by the Corporate Counsel. News releases regarding Synodon’s financial statements, MD&A other material financial information and other public disclosure documents such as the Annual Information Form shall be approved by the Audit Committee and/or the Board, in accordance with Synodon Board practice.
- If there is any doubt about the materiality of information to be disclosed, Employees should contact a member of the Disclosure Committee before disclosing the information, whether by way of press release, general employee communication, or otherwise.
It is Synodon’s general policy not to respond to market rumours or speculation unless required by applicable regulatory authorities. The standard Synodon response to questions concerning rumours shall be “We do not comment on rumours”.
Synodon will generally not issue earnings guidance. If Synodon does issue earnings guidance then such guidance will be made in broadly disseminated news releases and/or in webcast conference calls that are fully accessible and non-exclusionary. Guidance should be in the form of projections based on factors which drive Synodon’s earnings and/or projected EPS for the quarter or an EPS range. Synodon shall make no commitment to updating that information but will issue a news release if projections change materially. Any such guidance should include a statement that the information is forward-looking in accordance with section 19. Any other guidance will only be based on information that Synodon has previously publicly disseminated. Once Synodon is in the quiet period (as discussed in section 21), it will not issue comments about earnings.
Employees shall not communicate confidential information to anyone else, unless it is necessary to do so in the ordinary course of business and appropriate arrangements are in place to protect the confidentiality of the information. All Employees will use reasonable efforts 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. Anyone outside of Synodon who may become privy to confidential information concerning Synodon will be told that they must not divulge such information to anyone else, other than in the necessary course of business, and that they must not trade in Synodon’s securities until the information is publicly disclosed. Such outside parties may be asked to 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 following procedures 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, including but not limited to, elevators, hallways, restaurants, bars, airplanes or taxis.
- Synodon may provide forward-looking information in accordance with applicable securities law requirements. Forward-looking information contained in Synodon’s written documents will be identified as such and must be in close proximity to meaningful cautionary language. Where forward-looking information will be provided in a public oral statement, this must be limited to forecasts supported by Synodon’s written disclosure. The Employee speaking on behalf of Synodon must state at the beginning of the statement that: forward-looking information will be provided; the actual results could differ materially from conclusions, projections or forecasts contained in the forward-looking information; and that certain material factors or assumptions were applied in making the forecasts, conclusions or projections in the forward-looking information. In addition, the Employee must state that additional information about both the material factors and assumptions applied to the forecasts, conclusions or projections and the material factors that could cause actual results to differ materially from the forecasts, conclusions or projections are contained in a readily available document. The Employee should identify the document or portion of the document where the assumptions and risk factors are discussed.
- Synodon will not update publicly or revise any forward-looking information whether as a result of new information, future events or other such factors which affect forward-looking information, except as required by applicable law.
Synodon has instituted a “quiet period” in order to avoid the potential for, or the appearance of, selective disclosure. During this period, management will not discuss or comment on Synodon’s earnings and financial performance except with respect to inquiries concerning factual matters about already publicly disclosed information. The quiet period begins on the last day of each fiscal quarter and ends when the quarterly or annual financial results (as applicable) are released.
Authorized spokespeople may meet with analysts, investors and other similar persons on an individual or small group basis from time to time. Synodon will, where practical, have two persons present for such meetings. Such meetings should focus on generally disclosed information and items described in the quarterly Management’s Discussion & Analysis such as long term strategy, management philosophy in running Synodon, general business trends and competitive advantages/disadvantages. These meetings will not include discussion of material information that has not been generally disclosed to the public. If such disclosure should occur then such information will be immediately disseminated to the public as contemplated in section 11.
CONFERENCE CALLS & INDUSTRY POLICIES
All analyst conference calls and industry conferences shall be fully accessible and non-exclusionary. Synodon normally holds conference calls with the investment community each quarter following the release of Synodon’s quarterly financial results if required. Advance public notice of the date and time of the call, the subject matter of the call and the means for accessing it will be provided by way of news release. Interested parties will be allowed to listen in by way of telephone or through a webcast. Where practicable, statements and responses to anticipated questions should be scripted in advance and reviewed by the Disclosure Committee. Synodon will keep detailed records and/or transcripts of any conference calls or industry conferences in which it presents information about its affairs. These records or transcripts should be promptly reviewed by the CFO to ensure that no unintentional selective disclosure occurred. Transcripts of conference calls will be made available on the corporate Website for a reasonable period of time after the call.
Synodon may be requested to review draft analysts’ reports from time to time. Only authorized spokespeople will comment on analysts’ reports, and such comments will be limited to identifying publicly disclosed factual information that could affect the analyst’s model and to pointing out inaccuracies or omissions with reference to publicly available information.
OTHER PUBLIC ORAL STATEMENTS
Where practicable, any other public oral statements by any Employees where they are speaking about Synodon’s financial or operating results or prospects should be scripted and scripts or speaking notes should be reviewed and pre-approved by the Disclosure Committee. Where this is not practicable, Employees should discuss the nature of the public oral statement in advance with a member of the Disclosure Committee. Although only designated members of senior management are permitted to make any oral statements containing forward-looking information, where forward-looking information will be provided in a public oral statement, the Employee will comply with section 19 above. All Employees should keep the CFO apprised of all communications with respect to material issues by informing the CFO of all public oral statements made, beyond original approved public oral statements.
- Disclosure of information on Synodon’s corporate Website does not in and of itself constitute adequate public disclosure of such information. Accordingly, material information which has not otherwise been disclosed in accordance with this policy will not be posted on Synodon’s corporate Website.
- All Synodon publicly disclosed material information, and presentations to analysts and conferences, will be made available through the corporate Website for a reasonable period of time. All documents filed by Synodon on SEDAR will be concurrently posted to the corporate Website. Synodon’s Website will be kept up-to-date with Synodon’s latest disclosures. Synodon’s Website will not reproduce or link to analysts’ reports.
DISCUSSION BOARDS & CHAT ROOMS
Employees are prohibited from participating in discussions of Synodon corporate matters in chat rooms or bulletin boards. Employees shall immediately report to the CFO any discussion pertaining to Synodon which they find on the Internet.
The CFO shall be responsible for maintaining a file containing all public information about Synodon, including continuous disclosure documents, news releases, analysts’ reports commented upon, transcripts or tape recordings of conference calls, debriefing notes, notes from meetings and telephone conversations of Spokespersons, and as much as practicable, media articles on Synodon .
Questions concerning this policy should be addressed to the CFO.
This disclosure policy has been approved by Synodon’s Board of Directors. The Disclosure Committee will review this disclosure policy at least annually and any material changes proposed will be subject to the approval of the Board of Directors.
DISTRIBUTION OF POLICY
This disclosure policy will be circulated to all Employees on an annual basis and whenever changes are made. New Employees will be provided with a copy of this disclosure policy and will be advised of its importance.
OTHER RELEVANT POLICIES
This disclosure policy should be read in conjunction with the rules regarding inside information and disclosure of confidential information contained in Synodon’s Insider Trading Policy and Code of Business Code. All Employees are reminded that they are required to maintain the confidentiality of confidential information of Synodon in accordance with the Code of Business Conduct. The Insider Trading Policy prohibits Employees from trading while in possession of material non-public information and provides for certain black-out periods during which persons may be prohibited from trading in securities of Synodon.
VIOLATION OF POLICY
Any Employee who violates this disclosure policy may face disciplinary action up to and including termination of his or her employment with Synodon 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, Synodon may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.
APPENDIX A: CORE DOCUMENTS
Core documents include:
- a prospectus;
- a take-over bid circular;
- an issuer bid circular;
- a directors’ circular;
- a rights offering circular;
- management’s discussion and analysis
- an annual information form;
- an information circular;
- annual financial statements;
- a material change report.
- interim financial statements;