ATCO Ltd. (“the Corporation”) is committed to a Policy that provides accurate timely information and fair disclosure of corporate information.  The Corporation must comply with all laws and regulations and ensure that communications to the public are disseminated according to applicable legal and regulatory requirements.  The Corporation is committed to conducting business at the highest legal and ethical standards.

This Policy applies to all directors, officers and employees of the Corporation.

Policy Objective          

The purpose of the Disclosure Policy is to:

• set clear guidelines for directors, officers and employees on disclosure requirements and practices;
• ensure that information which may be material in nature is accumulated and communicated to senior management of the Corporation, including the President & Chief Executive Officer (CEO) and the Senior Vice President & Chief Financial Officer (CFO), to allow timely decisions on required disclosure;
• ensure that public disclosure made by the Corporation does not contain a “misrepresentation” (a misrepresentation is defined by securities legislation as an untrue statement of material fact or an omission to state a material fact that is required or necessary to be stated to make a statement not misleading); 
• provide a framework for determining materiality in the Corporation’s public disclosure guidelines;
• provide guidance on dissemination of corporate information to share owners and the public; and
• ensure compliance with legal and regulatory requirements on disclosure

Disclosure Committee         

This Policy is administered by the Disclosure Committee which also maintains an awareness and understanding of existing, new and pending disclosure legislation and guidance.  The Committee reviews this policy at least annually, and as required, to ensure compliance with changing regulatory requirements.

The Committee includes the following members:

• CFO, Committee Chairman
• Senior Vice President & Chief Administration Officer 
• Vice President, Finance & Controller
• Treasurer
• Corporate Secretary
• Senior Director, Marketing & Communications, and
• General Manager, Corporate Communications.

Coverage and Application         

The Disclosure Policy covers written and oral communications provided to the investing public, including:

• written financial and non-financial documents; Annual Reports, Interim Reports, news releases, letters to share owners, presentations and speeches by senior management, corporate web sites and other electronic communications; and
• oral statements made in individual or group meetings, telephone conversations with financial analysts and the public, interviews with the media and news conferences;

The Policy takes into consideration securities law governing corporate disclosure, confidentiality and employee trading, including:

• Canadian Securities Regulators National Policy 51-201 Disclosure Standards
• Toronto Stock Exchange Policy Statement on Timely Disclosure and Electronic Communications Disclosure Guidelines
• Canadian Securities Regulators Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings
• Securities legislation regarding civil liability for misrepresentations in continuous disclosure documents and for failure to make timely disclosure of material changes, such as part XXIII.1 of the Securities Act (Ontario).

Material Information and Disclosure

Material information is any information relating to the business and affairs of a company that results in, or would reasonably be expected to result in, a significant change in market price or value of one of more of the Corporation’s listed securities or that would reasonably be expected to have a significant influence on a reasonable investor’s investment decisions.

Determining the materiality of information is the responsibility of the Disclosure Committee, along with the CEO and the CFO.  If there is uncertainty about whether information is material and requires disclosure, guidance will be sought from legal counsel.

The Corporation will adhere to the following disclosure principles when disseminating material information to the public:

• Disclosure will include any information the omission of which would make the rest of the disclosure misleading.
• Unfavourable material information will be disclosed as promptly and completely as is favourable information.
• There will be no selective disclosure.  Previously undisclosed material information will not be disclosed to selected individuals.  If previously undisclosed material information is inadvertently disclosed, this information will be broadly disclosed immediately via news release.
• Disclosure will be consistent among all audiences, including the investment community, the media, customers and employees.
• Disclosure will be corrected immediately if the Corporation subsequently learns that earlier disclosure contained a material error at the time it was given.

Designated Spokespersons

To minimize the potential of a misrepresentation being made, the Corporation has designated a limited number of spokespersons responsible for communication with the investment community, regulators or the media.

The Corporation’s designated spokespersons are:

• the Chairman of the Corporation
• the CEO of the Corporation
• the CFO of the Corporation
• Managing Directors for their respective business groups
• Presidents for their respective subsidiaries

The Chairman, CEO or CFO may, from time to time, designate others within the Corporation to respond to specific inquiries on behalf of the Corporation.

Communicating with Market Professionals

If the Corporation intends to provide material information at a financial analyst or investor meeting or at a press conference, the announcement will be preceded by a news release, and appropriate disclosure will be made on the Corporation’s website.

The Corporation does not comment on financial analysts’ reports.  Financial analysts’ reports are proprietary products of the financial analysts and will not be distributed outside the Corporation, or posted on the Corporation’s internet website.  Financial analysts’ recommendations or opinions will not be referred to in external communications or presentations. 

Communicating with the Media   

The Corporation will not provide material information to the media on an exclusive or selective basis, and will not, under any circumstances, provide material information to the media on upcoming events or announcements before they are publicly released.

Responding to Market Rumours    

The Corporation will not comment, affirmatively or negatively, on market rumours.  This also applies to rumours on the Internet.

Forward-looking Statements

The Corporation does not provide earnings guidance or forward-looking information other than specific information required by regulation. 

Websites        

Any disclosure of material information on the Corporation’s websites will be preceded by the issuance of a news release.

Trading Restrictions and Blackout Periods       

Employees and insiders who are in possession of material non-public information are prohibited from the purchase and sale of the Corporation’s securities.  These individuals are also prohibited from informing another person or company of any material non-public information.  In addition, the Corporation has an Insider Trading Policy which provides for trading blackout periods.