CENTURION MINERALS LTD.
December 23, 2008
OBJECTIVE AND SCOPE
This disclosure policy extends to all directors, officers, employees and consultants of the Company, (collectively referred to as "employees") and covers disclosures in documents filed with the securities regulators and written statements made in the Company's annual and quarterly reports, news releases, letters to shareholders, presentations by senior management and information contained on the Company's Web site and other electronic communications. It also 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.
This Policy is concerned with two kinds of Company information;
- Material Information - the inappropriate disclosure of which could lead to the illegal insider trading of the company's shares
- Confidential Information - the inappropriate disclosure of which could harm the Company's competitive advantage
The objective of this disclosure policy is to ensure that communications of Company information to the public is:
DISCLOSURE POLICY COMMITTEE
- timely, factual and accurate;
- broadly disseminated in accordance with all applicable legal and regulatory requirements;
- protect and prevent the improper use or disclosure of Material Information; and
- protect and prevent the improper use or disclosure of Company Confidential Information.
The board of directors has established a disclosure policy committee (the "Disclosure Committee or the Committee") responsible for overseeing the Company's disclosure practices. The members of the Disclosure Committee are the:
- President and Chief Executive Officer (CEO);
- Chief Financial Officer (CFO);
- Investor Relations Officer;
or their designate.
The Committee will determine when corporate developments constitute Material Information that requires public disclosure. It is essential that the Committee be kept fully apprised of all pending corporate developments in order to evaluate and discuss those events and to determine the appropriateness and timing for public release of Material Information. If it is deemed that the information should remain confidential, the Committee will determine how that Confidential Information will be controlled.
PRINCIPLES OF DISCLOSURE OF MATERIAL INFORMATION
Material Information is defined as;
Any information relating to the business and affairs of the Company that results in, or would reasonably be expected to have a significant effect on the market price or value of the Company's securities
In complying with the requirement to disclose forthwith all Material Information under applicable laws and stock exchange rules, the Company will adhere to the following basic disclosure principles:
- Material Information will be publicly disclosed as soon as possible via news release.
- In certain circumstances, the Committee may determine that such disclosure would be unduly detrimental to the Company (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 *.
- Disclosure must include any information the omission of which would make the rest of the disclosure misleading (half truths are misleading).
- All Material Information must be disclosed - both positive and negative information.
- No selective disclosure, undisclosed Material Information must not be disclosed to selected individuals (for example, in an interview with an analyst or in a telephone conversation with an investor)**.
- Disclosure on the Company's Web site alone does not constitute adequate disclosure of material information.
- Disclosure must be corrected immediately if the Company subsequently learns that earlier disclosure by the Company contained a material error at the time it was given.
* If the Material Information constitutes a "material change" under applicable securities laws, the Committee may determine to file a confidential material change report with the applicable securities regulators, and will periodically (at least every 10 days) review its decision to keep the information confidential (also see 'Rumors').
**If previously undisclosed Material Information has been inadvertently disclosed to an analyst or any other person not bound by an express confidentiality obligation, such information must be broadly disclosed as soon as possible via news release, and the person to whom the disclosure was made should be notified and advised that such information has not been generally disclosed and must remain confidential and that he or she may not trade in securities of the Company until the Material Information has been generally disclosed.
TRADING RESTRICTIONS AND BLACKOUT PERIODS
Except in the necessary course of business, it is also illegal for anyone to inform any other person of Material Information that has not been publicly disclosed.
It is illegal for anyone
to purchase or sell securities of any public company with knowledge of Material Information affecting the Company that has not been publicly disclosed. This prohibition includes not only employees but also their spouses, family members and friends.
[The necessary course of business exception would not generally permit the Company to make a selective disclosure of Material Information to an analyst, institutional investor or other market professional].
Therefore, everyone with knowledge of non--public Material Information about the Company or counter-parties in negotiations of material potential transactions, are prohibited from trading shares in the Company, or the counter-party, until the Material Information has been fully disclosed to the public and a reasonable period of time (48 hours) has passed for the information to be widely disseminated (the Black- out Period).
Periodic trading Black-out Periods will apply during periods when financial statements are being prepared but results have not yet been publicly disclosed as follows;
- for all executives, members of the Audit Committee, and all members of the Company's finance department the Black-out Period will start two weeks after the last day of a fiscal quarter or year end;
- All Company employees will be subject to an automatic black-out period beginning 3 weeks prior to the release of quarterly or year end financial results;
the trading Black-out Period will end 48 hours following the issuance of a news release announcing the quarterly or year end financial results.
Black-out Periods may be prescribed from time to time by the Committee as a result of special circumstances relating to the Company pursuant to which insiders of the Company would be precluded from trading in securities of the Company. All parties with knowledge of such special circumstances should be covered by the blackout. Such parties may include external advisors such as legal counsel, investment bankers and counter-parties in negotiations of material potential transactions.
In order to avoid the potential for selective disclosure or even the perception or appearance of selective disclosure, the Company will observe a quarterly quiet period ("Quiet Periods").During Quiet Periods, employees should refrain from commenting on current period earnings estimates and financial assumptions, other than to cite or refer to existing public guidance. Communications should be limited to commenting on publicly available or non-material information. During Quiet Periods, employees should also avoid initiating meetings (in person or by phone) with investment analysts, security holders, potential investors and the media on items significant to investors, other than responding to unsolicited inquiries concerning factual information. The Company does not, however, have to stop all communications with analysts or investors during this period; for example, the Company may participate in investment meetings and conferences organized by other parties, as long as Material Information which has not been generally disclosed, is not selectively disclosed.
DISCLOSURE OF CONFIDENTIAL INFORMATION
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. Efforts will be made 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.
Outside parties privy to Confidential Information concerning the Company will be told that they must not divulge such information to anyone else, other than in the necessary course of business and such outside parties should, be required to execute the Company's Confidentiality Non Disclosure Agreement.
In order to prevent the misuse or inadvertent disclosure of Confidential Information, the procedures set forth below should be observed at all times:
- Outside parties should be required to sign the Company's Confidentiality Non Disclosure Agreement before they are given access to the Confidential Information.
- 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 Information or matters should not be discussed in places where the discussion may be overheard, such as elevators, hallways, restaurants, airplanes or taxis.
- Care should be taken when discussing confidential matters on wireless telephones 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.
- When transmitting Confidential Information employees should as far as possible ensure 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 Company designates a limited number of spokespersons responsible for communication with the investment community, regulators or the media. The CEO, the President, and the CFO shall be the official spokespersons for the Company. Individuals holding these offices may, from time to time, designate others within the Company to speak on behalf of the Company as back-ups or to respond to specific inquiries.
Employees who are not authorized spokespersons must not respond under any circumstances to inquiries from the investment community, the media or others, unless specifically asked to do so by an authorized spokesperson. All such inquiries shall be referred to the CEO, the CFO, or the General Counsel.
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, and controls of that inside information is instituted and if appropriate a confidential filing can be made. Should a material statement inadvertently be made in a selective forum, the Company will immediately issue a news release in order to fully disclose that information.
If the stock exchange(s) upon which shares of the Company 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 the market surveillance department to enable a trading halt, if deemed necessary by the stock exchange(s). If a news release announcing Material Information is issued outside of trading hours, market surveillance must be notified before the market opens.
Annual and interim financial results will be publicly released as soon as practicable following board approval of the financial statements.
News releases will be disseminated through an approved news wire service that provides simultaneous national and/or international distribution. News releases may also be transmitted to all stock exchange members, relevant regulatory bodies, major business wires, and if appropriate national financial media and the local media.
News releases will be posted on the Company's Web site immediately after release over the news wire. The news release page of the Web site shall include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent news releases.
The Committee may determine to hold conference calls from time to time, whereby discussion of key aspects of quarterly earnings or major corporate developments is 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 Company spokesperson will provide appropriate cautionary language with respect to any forward-looking information and direct participants to publicly available documents containing the assumptions, sensitivities and a full discussion of the risks and uncertainties.
The Company will provide advance notice of the conference call and webcast by issuing a news release announcing the date and time and providing information on how interested parties may access the call and webcast. In addition, the Company may send invitations to analysts, institutional investors, the media and others invited to participate. Any non-material supplemental information provided to participants will also be posted to the Web site for others to view. A tape recording of the conference call and/or an archived audio webcast on the Internet will be made available following the call for a limited time period thereafter, for anyone interested in listening to a replay.
The CEO and CFO (and other members of the Disclosure Committee as appropriate) will hold a debriefing meeting immediately after the conference call and if such debriefing uncovers selective disclosure of previously undisclosed material information, the Company will as soon as possible disclose such information broadly via news release.
The Company does not comment, affirmatively or negatively, on rumours. This also applies to rumours on the Internet. The Company's spokespersons will respond consistently to those rumours, saying, "It is our policy not to comment on market rumours or speculation." Should the stock exchange request that the Company make a definitive statement in response to a market rumour 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, the Company 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 Company intends to announce Material Information at an analyst or shareholder meeting or a press conference or conference call, the announcement must be preceded by a news release.
The Company recognizes that meetings with analysts and significant investors are an important element of the Company's investor relations program. The Company will meet with analysts and investors on an individual or small group basis 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.
The Company will provide only non-Material Information through individual and group meetings, in addition to regular publicly disclosed information, recognizing that an analyst or investor may construct this information into a mosaic that could result in material information. The Company cannot alter the materiality of information by breaking down the information into smaller, non-material components.
Spokespersons will keep notes of telephone conversations with analysts and investors and where practicable more than one Company representative will be present at all individual and group meetings. A debriefing will be held after such meetings and if such debriefing uncovers selective disclosure of previously undisclosed material information, the Company will immediately disclose such information broadly via news release.
REVIEWING ANALYST DRAFT REPORTS AND MODELS
It is the Company's policy to review, upon request, analysts' draft research reports and top level financial models. The Company will review the report or model and comment on the underlying assumptions. Such comments will, however, be limited to corrections of facts on assumptions made on the basis of incorrect data which render assumptions unrealistic and may not include Material Information which has not been generally disclosed
The Company may discuss economic and industry trends, which are generally known, that may affect the Company. The Company may review the report or model for factual historical information and accuracy of reporting of previously generally disclosed forward-looking financial information, and such review will not necessarily embrace the soft information or conclusions included in the model or report. The Company will not confirm, or attempt to influence, an analyst's opinions or conclusions and will not express "comfort" with respect to analyst draft reports and models.
In order to avoid appearing to "endorse" an analyst's report or model, the Company will provide its comments orally or will attach a disclaimer to written comments to indicate the report was reviewed only for factual accuracy.
DISTRIBUTING ANALYST REPORTS
Analyst reports are proprietary products of the analyst's firm. Re-circulating a report by an analyst may be viewed as an endorsement by the Company of the report. For these reasons, the Company will not provide analyst reports through any means to persons outside of the Company or to employees of the Company, including posting such information on its Web site, except as authorized by the Committee and accompanied by appropriate disclaimers. The Company may post on its Web site a complete list, regardless of the recommendation, of all the investment firms and analysts who provide research coverage on the Company. If provided, such list will not include links to the analysts' or any other third party Web sites or publications.
Should the Company elect to disclose forward-looking information (FLI) in continuous disclosure documents, speeches, conference calls, etc., the following guidelines will be observed.
- The information, if deemed material, will be broadly disseminated via news release, in accordance with this disclosure policy.
- The information will be clearly identified as forward looking.
- The Company will identify all material assumptions used in the preparation of the forward-looking information.
- The information will be accompanied by a statement that identifies, in very specific terms, the risks and uncertainties that may cause the actual results to differ materially from those projected in the statement, including a sensitivity analysis to indicate the extent to which different business conditions from the underlying assumptions may affect the actual outcome.
- The information will be accompanied by a statement that disclaims the Company's intention or obligation to update or revise the FLI, whether as a result of new information, future events or otherwise. Notwithstanding this disclaimer, should subsequent events prove past statements about current trends to be materially off target, the Company may choose to issue a news release explaining the reasons for the difference. In this case, the Company will update its guidance on the anticipated impact on revenue and earnings (or other key metrics).
The Company will try to ensure, through its regular public dissemination of quantitative and qualitative information that analysts' estimates are in line with the Company's own expectations. The Company will not confirm, or attempt to influence, an analyst's opinions or conclusions and will not express comfort with analysts' models and earnings estimates.
If the Company has determined that it will be reporting results materially below or above publicly held expectations, it will disclose this information in a news release in order to enable discussion without risk of selective disclosure.
The Disclosure Committee will maintain a file containing all of the continuous disclosure documents, news releases, analysts' reports, transcripts or tape recordings of conference calls, debriefing notes.
RESPONSIBILITY FOR ELECTRONIC COMMUNICATIONS
This disclosure policy also applies to electronic communications. Accordingly, officers and personnel responsible for written and oral public disclosures shall also be responsible for electronic communications.
The Committee will appoint a representative who shall be responsible for updating the investor relations section of the Company's Web site and is responsible, along with the general counsel, for monitoring all Company information placed on the Web site to ensure that it is accurate, complete, up-to-date and in compliance with relevant securities laws.
The Disclosure Committee must approve all links from the Company Web site to a third party Web site. Any such links will include a notice that advises the reader that he or she is leaving the Company's Web site and that the Company is not responsible for the contents of the other site.
Investor relations material shall be contained within a separate section of the Company's Web site and shall include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superceded by subsequent disclosures. All data posted to the Web site, including text and audiovisual material, shall show the date such material was issued. Any material changes in information must be updated immediately. A log indicating the date that Material Information is posted and/or removed from the investor relations Web site will be maintained. The minimum retention period for material corporate information on the Web site shall be two years.
Disclosure on the Company's Web site alone does not constitute adequate disclosure of information that is considered material non-public information. Any disclosures of Material Information on its Web site will be preceded by the issuance of a news release.
The CEO or CFO shall also be responsible for responses to electronic inquiries. Only public information or information which could otherwise be disclosed in accordance with this disclosure policy shall be utilized in responding to electronic inquiries.
In order to ensure that no material undisclosed information is inadvertently disclosed, employees are prohibited from participating in Internet chat rooms or newsgroup discussions on matters pertaining to the Company's activities or its securities. Employees who encounter a discussion pertaining to the Company should advise the CEO and CFO immediately, so the discussion may be monitored.
COMMUNICATION AND ENFORCEMENT
This disclosure policy extends to all directors, officers, employees, consultants and authorized spokespersons of the Company. New directors, officers, employees, consultants and spokespersons will be provided with a copy of this disclosure policy and will be educated about its importance. This disclosure policy will be circulated on an annual basis and whenever changes are made.
Any employee who violates this disclosure policy may face disciplinary action up to and including termination of his or her employment with the Company without notice. The violation of this disclosure policy may also violate certain securities laws. If it appears that anyone subject to this Policy may have violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.
Issued by the Disclosure Committee
December 23, 2008