Symbility strives to maintain high standards of ethical and responsible business conduct. If you suspect illegal or unethical behavior related to the company’s accounting, internal accounting controls, auditing or other financial matters or if you suspect the occurrence of fraud or securities law violations, you can communicate these anonymously.
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Forward Looking Statements Disclosure
Except for historical information contained herein, this website contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Symbility Solutions Inc. (the “Corporation”) will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in documents filed from time to time with the Canadian securities regulatory authorities by the Corporation.
Symbility Solutions Inc. is not aware of any uniform standards for calculating users, claims, or certificates and we believe that the Corporation’s presentation of these measures may not be calculated consistently with other companies in the same or similar business. Moreover, these measures are of operational performance and not measures of financial performance under generally accepted accounting principles. All other financial measures referenced herein have been prepared in accordance with Canadian generally accepted accounting principles unless stated otherwise. The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Objective and Scope
The objective of this Disclosure Policy is to ensure that communications with the investing public about Symbility Solutions Inc. (the “Corporation”) are:
- Timely, factual and accurate; and
- Broadly disseminated in accordance with all applicable legal and regulatory requirements.
This Disclosure Policy confirms in writing our existing disclosure policies and practices. Its goal is to raise awareness of the Corporation’s approach to disclosure among the board of directors, senior management and employees.
This Disclosure Policy extends to all employees of the Corporation, its board of directors, those authorized to speak on its behalf and all other insiders. It covers disclosures in documents filed with the securities regulators, financial and non-financial disclosure, including management’s discussion analysis (MD&A) and written statements made in the Corporation’s annual and quarterly reports, news releases, letters to shareholders, presentations by senior management and information contained on the Corporation’s website and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls.
Disclosure Policy Committee
The board of directors will establish a disclosure policy committee (the “Committee”) responsible for all regulatory disclosure requirements and for overseeing the Corporation’s disclosure practices. The Committee consists of the Corporation’s Chief Executive Officer and, Chief Financial Officer, the President of Symbility Solutions Inc. and the President of Automated Benefits Inc.
It is essential that the Committee be kept fully apprised of all pending material Corporation developments in order to evaluate and discuss those events to determine the appropriateness and timing for the public release of information. If it is deemed that material information should remain confidential, the Committee will determine how that inside information will be controlled.
The Committee will identify appropriate industry and Corporation benchmarks for a preliminary assessment of materiality. Guided by these benchmarks, the Committee will use experience and judgment to determine the timing for public release of material information. The Committee will solicit legal advice and additional guidance from corporate counsel at its discretion about disclosure issues that are more complex. The Committee is responsible for ensuring appropriate systems, processes and controls for disclosure and will review all news releases and core disclosure documents prior to their release or filing, including the Corporation’s MD&A. The Committee will meet or have conference calls by telephone on a quarterly basis or as conditions dictate. The Corporation’s Chief Financial Officer, in his or her capacity as a member of the Committee, will keep records of these meetings.
The Committee will review and update, if necessary, this Disclosure Policy annually or as needed to ensure compliance with changing regulatory requirements. The Committee will report to the board of directors quarterly.
Principles of Disclosure of Material Information
Material information is any information relating to the business and affairs of the Corporation that results in, or would reasonably be expected to result in, a significant change in the market price or value of the Corporation’s securities or that would reasonably be expected to have a significant influence on a reasonable investor’s investment decisions. In complying with the requirement to immediately disclose 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 Committee may determine that such disclosure would be unduly detrimental to the Corporation (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 Committee determines it is appropriate to publicly disclose. In these circumstances, the Committee 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. (See “Rumours” below.)
- Disclosure must include any and all information, the omission of which would make the rest of the disclosure misleading. (Half-truths are misleading.)
- Unfavourable material information must be disclosed as promptly and completely as favourable information.
- There must be no selective disclosure. Previously undisclosed material information must not be disclosed to selected individuals (for example, in an investor meeting or during a telephone conversation with an analyst). If previously undisclosed material information is inadvertently disclosed, this information must be broadly disclosed immediately via a news release.
- Disclosure should be consistent among all audiences, including the investment community, the media, customers and employees.
- Disclosure on the Corporation’s website alone does not constitute adequate disclosure of material information.
- Disclosure must be corrected immediately if the Corporation subsequently learns that earlier disclosure contained a material error at the time it was given.
Trading Restrictions and Blackout Periods
It is illegal for anyone with knowledge of material information affecting a public Corporation that has not been publicly disclosed to purchase or sell securities of that Corporation. It is also illegal for anyone to inform any other person of material non-public information, except in the necessary course of business or to comply with applicable laws. Therefore, insiders and employees with knowledge of confidential or material information about the Corporation or counter-parties in negotiations of potentially material transactions are prohibited from trading securities of the Corporation or any counter-party until the information has been fully disclosed and a reasonable period has passed for the information to be widely disseminated.
Insiders of the Corporation are personally responsible for filing accurate and timely insider trading reports. Insiders are required to provide a copy of all insider reports to the Corporation’s Chief Financial Officer or other designated persons upon request. The Committee has designated the Corporation’s Executive Assistant as the person responsible for assisting the Committee in reminding Insiders of their obligations to file insider trading reports. On a monthly basis, Corporation’s Executive Assistant will circulate an email at the end of the month to all known insiders of the Corporation requesting that they each advise the Corporation by return email of any SEDI filings completed by him or her during that month and to confirm to the Corporation that his or her SEDI filings are up-to-date. In addition, Corporation’s Executive Assistant will circulate on behalf of the Corporation a reminder to all known insiders of his or her obligation to file an insider report in instances where the Corporation issues stock options or other securities to them. Notwithstanding these reminders and communication from Corporation’s Executive Assistant, insiders remain personally responsible for all filings of his or her insider trading reports.
Quarterly trading blackout periods will apply to all employees during periods when financial statements are being prepared but results have not yet been publicly disclosed. For all persons involved in the preparation of the Corporation’s financial statements, including the Chief Executive Officer, the Chief Financial Officer, members of the Finance Department and divisional Presidents, the quarterly trading blackout period shall begin two weeks following the end of a quarter and end on the day following the date on which the financial results are publicly released. For all other insiders, including other employees and members of the board of the Corporation, the quarterly trading blackout period shall commence thirty days prior to the date of the release of the financial results, which date will be announced to all by the Corporation, and end on the day following the date on which the financial results are publicly released. Notwithstanding the foregoing, insiders are not prevented from exercising options or conversion rights under warrants of the Corporation during a blackout period so long as there is no trading of the underlying securities. Furthermore, notwithstanding the foregoing, should the Corporation undertake a private placement financing or other transaction involving the purchase by or sale of securities of the Corporation involving third parties during a blackout period, insiders of the Corporation shall not be prevented from participating in such transaction as a result of transaction taking place during a blackout period.
Blackout periods may be prescribed from time to time by the Committee as a result of special circumstances relating to the Corporation when insiders would be precluded from trading in its securities. All parties with knowledge of such special circumstances should be covered by the blackout. These parties may include external advisors such as legal counsel, investment bankers, investor relations consultants and other professional advisors, and counter-parties in negotiations of material potential transactions.
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 or in compliance with applicable laws. Efforts will be made to limit access to confidential information to only those who need to know the information and those persons will be advised that the information is to be kept confidential.
Outside parties privy to undisclosed material information concerning the Corporation will be told that they must not divulge this information to anyone else, other than in the necessary course of business or in compliance with applicable laws and that they may not trade in the Corporation’s securities until the information is publicly disclosed. Such outside parties will confirm their commitment to non-disclosure in the form of a written confidentiality agreement.
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 marked as confidential and kept in a safe place, with access restricted to individuals who “need to know” that information in the necessary course of business. 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, taxis, etc. and in circumstances where discussions take place in meetings held outside the Corporation’s offices, the parties will use their best efforts to ensure that their discussions will not be overheard.
- Confidential matters should not be discussed on cell phones 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, email 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 designates a limited number of spokespersons with authority for communication within the investment community, regulators and the media. The Chief Executive Officer and Chief Financial Officer shall be the official spokespersons for the Corporation. Individuals holding these offices may, from time to time, designate others within the Corporation with authority to speak on behalf of the Corporation as back-ups or to respond to specific inquiries.
Employees who are not authorized spokespersons must not, under any circumstances, respond to inquiries from the investment community, the media or others, unless specifically asked to do so by an authorized spokesperson. All such inquiries are to be referred to the Chief Financial Officer.
Once the Committee determines that a development is material, it will authorize the issuance of a news release unless the Committee determines that such developments must remain confidential for the time being. If developments are to remain confidential, appropriate confidential filings must be made and control of the inside information must be instituted. Should a material statement inadvertently be made in a selective forum, the Corporation will immediately issue a news release to fully disclose that information.
All news releases containing earnings guidance and financial results must be reviewed by Corporation’s the Audit Committee or board prior to issuance. Financial results will be publicly released immediately (or within a reasonable administrative period) following Audit Committee or board approval of the MD&A, financial statements and notes thereto.
If the stock exchange upon which shares of the Corporation are listed is open for trading at the time of a proposed announcement, prior notice of a news release announcing material information must be provided to its market surveillance division to enable a trading halt, if deemed necessary by the stock exchange. If a news release announcing material information is issued outside of trading hours, the stock exchange must be notified promptly and in any event before the market reopens.
News releases must be disseminated through an approved news wire service that provides simultaneous national distribution. Full-text news releases will be transmitted to all stock exchange members, relevant regulatory bodies, major business wires, national financial media, and the local media in areas where the Corporation has its headquarters and operations.
News releases will be posted on the Corporation’s website immediately after confirmation of dissemination over the news wire. The Corporation’s website will include a notice that advises the reader that information posted was accurate at the time of posting, but may be superseded by subsequent disclosures.
Symbility Solutions Inc. is a small-cap Corporation listed on the TSX-Venture Exchange with limited coverage by analysts in the investment community. The Committee has decided that it is not appropriate to hold quarterly conference calls to discuss quarterly earnings and major corporate developments at this stage in the evolution of its business. At some time in the future, the Committee may determine that it is appropriate to start to initiate these types of calls. If and when this decision is made, Corporation will use the following guidelines to conduct these calls.
Conference calls will 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 Corporation spokesperson will provide appropriate cautionary language regarding any forward-looking information and direct participants to publicly available documents containing the assumptions, sensitivities and a full discussion of the risks and uncertainties applicable to the news.
The Corporation will provide advance notice of the conference call and webcast by issuing a news release announcing the date, time and topic and providing information on how interested parties may access the call and webcast. These details will be provided on the Corporation’s website. In addition, the Corporation may send invitations to analysts, institutional investors, the media and others. Any non-material supplemental information provided to participants will also be posted to the website for others to view.
A tape replay of the conference call will be made available for a minimum of seven days and an archived audio webcast and/or text transcript will be made available on the Corporation’s website for a minimum of 90 days.
The Committee will hold a debriefing meeting immediately after the conference call and if it determines that selective disclosure of previously undisclosed material information has occurred during the call, the Corporation will immediately disclose the information broadly via news release.
The Corporation does not comment, affirmatively or negatively, on rumours. This also applies to rumours on the Internet. The Corporation’s spokespersons will respond consistently to any rumours saying, “It is our policy to not comment on market rumours or speculation.”
Should stock exchange regulators request that the Corporation make a definitive statement in response to a market rumor that is causing significant volatility in the stock, the Committee will consider the matter and decide whether to make a policy exception. If the rumour is true in whole or in part, this may be evidence of a leak and 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 shareholder meeting or a press conference or conference call, the announcements must be preceded by a news release.
The Corporation recognizes that meetings with analysts and significant investors are an important element of its investor relations program. The Corporation will meet with analysts and investors individually or in small groups 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. All analysts will receive fair treatment regardless of whether they are recommending the buying or selling of the Corporation’s securities.
The Corporation will provide only non-material information through individual and group meetings, in addition to 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.
The Corporation will provide the same sort of detailed, non-material information to individual investors or reporters that it has provided to analysts and institutional investors and may post this information on its website.
Reviewing Analyst Reports and Financial Models
Upon request, the Corporation may review analysts’ draft research reports or financial models for factual accuracy based on publicly disclosed 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 financial model and earnings estimates.
To avoid appearing 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 that the report was reviewed only for factual accuracy.
Limits on Distributing Analyst Reports
Analyst reports are proprietary products of the analyst’s firm. Distributing or referring to analyst reports, or providing links to them, may be viewed as an endorsement by the Corporation of the reports. For these reasons, the Corporation will not provide analyst reports through any means to persons outside of the Corporation or generally to employees of the Corporation, including posting such reports on its website. Notwithstanding the foregoing, the Corporation will distribute analyst reports to its directors and senior officers to monitor the communications of the Corporation and to assist them in understanding how the marketplace values the Corporation and how corporate developments affect the analysis. Analyst reports may also be provided to the Corporation’s financial and professional advisors in the necessary course of business. The Corporation may post on its website a complete listing, regardless of the recommendation, of all the investment firms and analysts who provide research coverage on the Corporation. If provided, this list will not include links to the analysts’ or any other third party websites or publications.
Forward Looking Information
A consistent approach to disclosure is important. Should the Corporation elect to disclose forward-looking information in continuous disclosure documents, speeches, conference calls, etc., the following guidelines will be observed:
- All material forward-looking information will be broadly disseminated via news release.
- The information will be clearly identified as forward-looking.
- The Corporation will identify the material assumptions used in the preparation of the forward-looking information.
- The information will be accompanied by a statement that identifies, in specific terms, the risks and uncertainties that may cause the actual results to differ materially from those projected in the statement.
- The information may be accompanied by supplementary information such as a range of reasonably possible outcomes or a sensitivity analysis to indicate the extent to which different business conditions may affect the actual outcome.
- The information will be accompanied by a statement that the information is stated as of the current date and subject to change after that date, and the Corporation disclaims any intention to update or revise this statement of forward-looking information, whether as a result of new information, future events or otherwise.
- Once disclosed, the Corporation’s practice for updating forward-looking information will be to regularly assess whether previous statements of forward-looking information should be replaced by new financial outlooks, and ensure that past disclosure of forward-looking information is accurately reflected in current MD&A.
If the Corporation has issued a forecast or projection in connection with an offering document covered by National Policy 48, the Corporation will update the forecast or projection periodically as required by National Policy 48 (with the exception of the UK working capital and Long Form Reports required as part of the listing on the AIM Exchange).
The Corporation will try to ensure, through its regular public dissemination of quantitative and qualitative information that analysts’ estimates are in line with the Corporation’s expectations. The Corporation will not confirm, or attempt to influence, an analyst’s opinions or conclusions and will not express comfort with analysts’ financial models and earning estimates.
If the Corporation has determined that it will be reporting results materially below or above publicly held expectations, it may decide to disclose this information in a news release to enable discussion without risk of selective disclosure. (See “Forward-Looking Information” above.)
To avoid the potential for selective disclosure or even the perception or appearance of selective disclosure, the Corporation will observe quiet periods prior to quarterly earnings announcements or when material changes are pending. Regular quiet periods will commence within the 20-day period prior to the public release of quarterly or annual financial results and end with the issuance of a news release disclosing this information. The Committee will issue a press release as to the specific dates that quarterly or annual financial results will be released.
During a quiet period, the Corporation will not initiate any meetings or telephone contacts with analysts and investors, but will respond to unsolicited inquiries concerning factual matters. If the Corporation is invited to participate, during a quiet period, in investment meetings or conferences organized by others, the Committee will determine, on a case-by-case basis, if it is advisable to accept these invitations. If accepted, extreme caution will be exercised to avoid selective disclosure of any material, non-public information.
Notwithstanding the foregoing, it is acknowledged that the Corporation may be involved in fundraising efforts or discussions with potential investors or partners just prior to a quiet period. In such instances, the Corporation may continue its discussions during the quiet period provided that it will use its best efforts not to provide the applicable third parties with any selective disclosure.
The Corporation will maintain a record of all public information about the Corporation, including continuous disclosure documents, news releases, analysts’ reports, transcripts or tape recordings of conference calls, debriefing notes, all power point or other presentation materials provided to analysts and investors.
Responsability for Electronic Communications
This Disclosure Policy also applies to electronic communications. Accordingly, officers and personnel responsible for written and oral public disclosures are also responsible for electronic communications.
The Corporation is responsible for updating the investor relations section of the Corporation’s website and, together with the assistance of the Corporation’s legal counsel, for monitoring all Corporation information placed on the website to ensure that it is accurate, complete, up-to-date and in compliance with relevant securities laws.
Disclosure on the Corporation’s 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.
All continuous disclosure documents will be provided in the Investor Relations section of the Corporation’s website. All information posted, including text and audiovisual material, will show the date the material was issued. Any material changes in information must be updated immediately, following issuance of a news release. The website will include a notice that advises the reader that the information was accurate at the time of posting, but may be superseded by subsequent disclosures.
The Corporation will maintain a log indicating the date that material information is posted and/or removed from the Investor Relations section of its website. Documents filed with securities regulators will be maintained on the website of a minimum of two years.
In accordance with this Disclosure Policy, employees (including designated spokespersons) are prohibited from participating in Internet chat rooms or newsgroup discussions on matters pertaining to the Corporation’s activities or its securities.
Communication, Education and Enforcement
This Disclosure Policy extends to all employees of the Corporation, its board of directors and its authorized spokespersons. New directors, officers, contractors, agents and employees will be provided with a copy of this Disclosure Policy and educated about its importance. This Disclosure Policy (including all updates and amendments hereto) will be delivered to all employees via internal email and copies made available from the Corporation’s Executive Assistant.
Any employee who violates this Disclosure Policy may face disciplinary action up to and including termination of employment with the Corporation without notice. The violation of this Disclosure Policy may also violate certain securities laws, which could expose directors, officers or employees to personal liability. If it appears that an employee may have violated such securities laws, the Corporation may refer the matter to the appropriate regulatory authorities, which could lead to fines or other penalties.
Accessibility for Ontarians with Disabilities Act (AODA)
Symbility Solutions Inc. is committed to excellence in serving all customers, including persons with disabilities. For a copy of the plan on Accessible Customer Service, please contact email@example.com.