Communication and Disclosure Policy
Investor Relations – Governance
1. PURPOSE
To ensure that the complete and accurate information is disclosed to the public in a timely and appropriate manner.
2. SCOPE
- All public disclosures and contact points:
- External financial statements including income statements, balance sheets, changes to shareholders' equity, cash flow statements and notes.
- MD&A
- Annual Report
- 6K
- 20-F
- Annual Information Circulars
- Material Change Forms
- Investor Presentations and Communications
- Website Disclosures
- Press Releases
3. POLICY
Financial Statements disclosures:
Financial statements and corresponding note disclosure must be prepared according to GAAP and must comply with regulatory requirements.
Investor Relations disclosures:
Investor relations, communications and disclosures are to be conducted solely by members of the Disclosure Committee unless specifically authorized by the CEO or CFO. All communications are to be consistent with previous disclosures made through existing disclosure documents that are publicly available (ie Annual Report, presentations, etc)
4. DEFINITIONS
20-F ~ registration statement
GAAP ~ Generally Accepted Accounting Principles
MD&A ~ Management Discussion and Analysis
5. RESPONSIBILITIES
Financial Statements disclosures:
~ See FDP 200-028 Quarterly Reporting for a detailed description of the process to create and approve the Quarterly Report
~ It is the responsibility of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) to certify all financial information that are released to the public complies with all certification requirements.
~ It is the responsibility of the Reporting Manager to compile the information necessary for the report.
~ It is the responsibility of the Controller to review all information to ensure that the information provided in the report is accurate, complete and consistent.
Other disclosures:
~ It is the responsibility of the leadership team to make the CFO and CEO aware of any and all issues which may require public disclosure. This includes but is not limited to information about potential mergers and acquisitions activities involving CEF, changes to senior management structure, significant happenings with respect to major customers, vendors or projects, financing decisions, changes to the share structure, significant safety or environmental incidents, and any major transactions to which CEF is a party or potential party.
~ It is the responsibility of the CFO and CEO to:
- Identify which information requires public disclosure and in what form (ie. press release, material change form issued to regulators, analyst conference call, etc) with legal assistance as necessary.
- Ensure that all parties required are involved in the reviewing and approving of all publicly disclosed information.
6. PROCEDURES
The CEO, CFO, Controller and Reporting Manager are the de facto Disclosure Committee members.
Financial Statement disclosures
For detailed information on the preparation and approval of quarterly financial statements, see FDP 200-028 Quarterly Report Preparation.
MD&A and 20-F
The process for review of the MD&A and 20-F preparation is the same as for the quarterly financial statements as described in FDP 200-028 Quarterly Reporting.
Annual Report
The preparation of the annual report follows the same process as for the quarterly financial statements , except for the review by the Audit Committee. This final review is not performed.
Investor Conference Calls
The script for the analyst calls and Investor Presentations are prepared by the members of the Disclosure Committee and reviewed to ensure consistency and accuracy with financial statement and MD&A disclosures. The Controller retains copies of draft scripts indicating evidence of review.
Investor Calls/Meetings
All investor Calls/Meetings are screened by the CEO and CFO's executive assistant. When the answer to the investor's question cannot be answered by pointing them to a publicly available document, the executive assistant passes the call to the CFO.
Website
The website financial and corporate disclosure is maintained by the CEO and CFO's executive assistant. Generally, only minor changes are made regarding changes to the leadership team or Board and committee members, and posting new policies and press releases.When these changes are made, it is always following any public disclosures required for regulatory purposes (such as material change forms).
If any disclosure related changes other than those listed above were required, approval of the CEO is required prior to the change being posted.
Changes to the Products portion on the site are managed by the VP of Brand Development.
All changes are managed by the Administrative Assistant, who is the only person having access to make any changes.
Other Disclosures (press releases, material change forms, etc)
Identification
~ Weekly leadership team meetings are held to identify issues and potential issues in any aspect of the company (ie. operational, financial, legal, safety, etc). In attendance at these meetings are the CEO, CFO, VP Operations, VP Marketing & Supply, VP Special Projects, Director of Service and Quality, VP Sales, and VP Business Effectiveness. In addition, legal counsel are consulted when appropriate to assist in the identification of potential disclosure issues.
Qualification
~ Any issues determined to be in need of public disclosure are reviewed with the appropriate individual or group. Material change forms are discussed with legal counsel prior to issuance. Any financial-related items identified as requiring disclosure are reviewed through the processes outlined in FDP 200-028 Quarterly Report Preparation, including consultation with the external auditors.
Review
~ All formal external communications, including material change forms, are reviewed in detail by the CEO, CFO and legal counsil when appropriate. Then, depending on the subject matter, the leadership team, Audit Committee, Board of Directors, and/or external auditors would also review the information prior to to its release.
Control Activities
1. Quarterly Report Preparation ensures that financial disclosure is complete and accurate see FDP 200-028 (Quarterly Reporting).
2. The Leadership Team, Treasurer, Controller and Reporting Manager sign certification after review is performed on the contents of the Audit Committee binder to ensure all information requiring public disclosure has been addressed.
