Statement of Disclosure Policy & Practices
ATCO Ltd. (“the Corporation”) is committed to providing accurate timely information and fair disclosure of corporate information to the public. 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.
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 Chair, President & Chief Executive Officer (Chair & 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, considering both quantitative and qualitative factors;
- provide guidance on dissemination of corporate information to share owners and the public;
- ensure that communications to the investing public are timely, factual and accurate; and
- ensure compliance with legal and regulatory requirements on disclosure.
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:
- Senior Vice President & Chief Financial Officer (“CFO”), Committee Chair;
- Senior Vice President & Chief Administration Officer (“CAO”);
- Vice President, Controller (“Controller”);
- Vice President, Marketing & Communications; and
- Vice President, Legal & Corporate Secretarial;
- Director, Communications
- Senior Manager, Planning & Management Reporting; and
- Senior Manager, Financial Reporting
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 disclosure in documents filed within securities regulators and the Toronto Stock Exchange; 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 National 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).
- Canadian Securities Regulators National Instrument 51-102 Continuous Disclosure Obligations and Companion Policy 51-102CP
- Canadian Securities Regulators National Instrument 58-101 Disclosure of Corporate Governance Practices
- Toronto Stock Exchange Company Manual
- Canadian Securities Regulators National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer
- Canadian Securities Regulators National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)
- Canadian Securities Regulators National Instrument 52-110 Audit Committees
- Canadian Securities Regulators National Policy 58-201 Corporate Governance Guidelines
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 considering both quantitative and qualitative factors is the responsibility of the Disclosure Committee, along with the Chair & 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.
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 Chair & CEO of the Corporation
- the CEO of the Corporation
- the CFO of the Corporation
- Chief Operating Officers
- Presidents (or equivalent) for their respective subsidiaries
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.
The Corporation does not provide earnings guidance or forward-looking information other than specific information required by regulation.
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.