Throughout this document, “CRH” and the “Corporation” refer to CRH Medical Corporation and all of its consolidated subsidiaries and affiliates.
A. OBJECTIVE AND SCOPE
- The objective of this disclosure policy (this “Policy”) is to ensure that communications of Material Information (as defined below) to the investing public about CRH are:
a) timely, factual and accurate; and
b) broadly disseminated in accordance with all applicable legal and regulatory requirements.
- This Policy confirms in writing our existing disclosure policies and practices. Its goal is to raise awareness of CRH’s approach to disclosure among the board of directors of the Corporation (the “Board”), senior management and employees.
- This Policy extends to all directors, officers and employees of CRH and its subsidiaries, (collectively “CRH Personnel”) and those authorized to speak on their behalf. This Policy covers disclosures in documents filed with the securities regulators and written statements made in CRH’s annual and quarterly reports, news releases, letters to shareholders, presentations by those authorized to speak on behalf of the Corporation, 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, press conferences, conference calls and scientific presentations.
- CRH Personnel, those authorized to speak on their behalf, and insiders may be liable to investors, subject to certain defences, for misrepresentations in public documents or public oral statements concerning CRH or for failing to make timely disclosure of material changes. It is, therefore, imperative that all CRH Personnel, and those authorized to speak on their behalf, comply with this Policy.
B. QUESTIONS CONCERNING THIS POLICY
- If there is any question or concern with respect to the application of this Policy to CRH Personnel or to any particular circumstance, a member of the Disclosure Committee (defined below) should be contacted for guidance.
C. DISCLOSURE COMMITTEE
- By adoption of this Policy, the Board establishes a disclosure committee (the “Disclosure Committee”) responsible for overseeing the Corporation’s disclosure practices. The Disclosure Committee consists of the Chief Executive Officer (the “CEO”), Chief Financial Officer (the “CFO”) and Director of Investor Relations of the Corporation. In the event that these titles are held by the same person, a third member of the Disclosure Committee will be appointed by the Board. The Chair of the Disclosure Committee will be the CEO. Notwithstanding the foregoing, the CFO is directly responsible for the preparation of all financial disclosure of the Corporation.
- The Disclosure Committee will be responsible for (1) overall administration of this Policy, (2) educating employees regarding CRH’s disclosure obligations and trading and tipping restrictions, (3) ensuring that appropriate processes are in place for verifying the accuracy of information disclosed in documents filed with the securities regulatory authorities or otherwise publicly disseminated or contained in public oral statements and ensuring the timely disclosure of material changes in CRH’s affairs, (4) reviewing and authorizing disclosure (both written, including CRH’s core documents and non-core documents, and oral) before public release, (5) monitoring CRH’s website, (6) maintaining a disclosure record and documentation of Disclosure Committee decisions, which may include emails and other forms of electronic communication, (7) ensuring that when public disclosure requires a correction, such corrections are made promptly and under the direct supervision of the Disclosure Committee, and (8) monitoring the effectiveness of and compliance with this Policy and reporting thereon to the Board as necessary.
- The Disclosure Committee will set benchmarks for a preliminary assessment of materiality and will determine when developments justify public disclosure. If it is deemed that the information should remain confidential, the Disclosure Committee will determine how that inside information will be controlled. The Disclosure Committee will meet as conditions dictate, and any documentation of the Disclosure Committee’s decisions will be maintained by an appointee of the Disclosure Committee.
- It is essential that the Disclosure Committee be fully apprised by CRH Personnel of all material CRH developments in order to evaluate and discuss those events to determine the appropriateness and timing for public release of Material Information (as defined below) or whether the information should remain confidential (in keeping with securities regulations and stock exchange rules), and if so, how that undisclosed Material Information (as defined below) will be controlled and for what time period.
- The Disclosure Committee will review and update, if necessary, this Policy as needed to ensure compliance with changing regulatory requirements, provided that any material changes to this Policy will be subject to the approval of the Board. The Disclosure Committee will report to the Board.
D. DISCLOSURE OF MATERIAL INFORMATION
- “Material Information” means any information relating to the Corporation that results in, or would reasonably be expected to result in, a significant change in the market price or value of any of the Corporation’s securities. Information is also “material” if there is a substantial likelihood that a reasonable investor would consider the information important to a decision about how to vote, or whether to buy, hold or sell the Corporation’s securities.
While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be handled with due care. Examples of such information may include:
- Financial results;
- Known but unannounced future earnings or losses;
- Execution or termination of significant contracts with distributors, collaborators and other business partners;
- News of a pending or proposed merger or other acquisition;
- News of the disposition, construction or acquisition of significant assets;
- Patent or other intellectual property milestones;
- Significant developments involving corporate relationships;
- New product announcements of a significant nature;
- Positive or negative regulatory developments or regulator actions;
- New equity or debt offerings; and
- Changes in senior management.
Either positive or negative information may be material. It is important to remember that materiality will be judged with the benefit of hindsight.
- Subject to certain limited exceptions, securities laws, securities commission policies and stock exchange policies require the immediate disclosure of all Material Information of the Corporation through news media.
- In certain circumstances, the Disclosure 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 Disclosure Committee determines it is appropriate to publicly disclose, subject to compliance with applicable securities laws. In such circumstances, the Disclosure Committee will comply, as appropriate, with securities law provisions pertaining to filing of a confidential material change report with the applicable securities regulators, and, if filed, will periodically (at least every 9 days) review its decision to keep the information confidential. Until this Material Information is publicly disclosed, all insiders and all other restricted persons are subject to trading restrictions as set out in the Corporation’s Insider Trading Policy.
- It is expected that management of the Corporation will keep the Disclosure Committee fully apprised of all significant developments of the Corporation in order for the Disclosure Committee to determine the materiality and the appropriateness of and timing for public release of Material Information, or whether the information should remain confidential.
- CRH Personnel and any agent of CRH privy to confidential information are 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 will be told that they must not divulge such information to anyone else, other than in the necessary course of business and that they may not trade in the Corporation’s securities until the information is publicly disclosed. All employees are required to sign a confidentiality agreement as a condition of their employment. As a result, all employees are legally required to protect CRH’s confidential information. CRH will seek legal recourse against those in breach of their confidentiality obligations to the Corporation where appropriate.
- In order to prevent the misuse or inadvertent disclosure of confidential information, the procedures set forth below should be observed at all times:
(a) documents and files (both physical and electronic) 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;
(b) code names should be used if necessary;
(c) all employees must take all necessary precautions to ensure that confidential matters will not be overheard in public places, such as elevators, hallways, restaurants, airplanes or taxis;
(d) confidential documents and emails should be exchanged only on CRH’s networks or other secure network connections;
(e) confidential documents should be shredded when no longer needed and should not be discarded where others can retrieve them;
(f) employees must not remove confidential documents from CRH’s premises unless strictly necessary to their work. Employees must ensure that they maintain the confidentiality of information in their possession outside of the office as carefully as if they were at the office;
(g) transmission of documents by any means, including by courier, post or electronic means, should be made only where it is reasonable to believe that the transmission can be made and received under secure conditions;
(h) 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;
(i) the Corporate Secretary will review, sign and maintain records of all confidentiality agreements signed with third parties; and
(j) CRH employees may disclose confidential information to third parties only as necessary and under the following conditions:
1. the third party has signed a confidential disclosure agreement with the Corporation that is acceptable to management of CRH;
2. the third party is given only that information which is strictly necessary;
3. the disclosing employee keeps records of what information was disclosed, when and to whom; and
4. employees routinely disclosing confidential information should check with the Corporate Secretary on a regular basis to ensure that the confidentiality agreements are still valid and cover the appropriate subject matter.
- The only authorized spokespersons for the Corporation are members of the Disclosure Committee. These spokespersons may, from time to time, designate others to speak on behalf of the Corporation or to respond to specific inquiries from the investment community or the media.
- Employees other than the authorized spokespersons must not respond to inquiries from the investment community or the media unless specifically asked to do so by an authorized spokesperson. All such queries should be referred to an authorized spokesperson.
- The Disclosure Committee will be involved in scheduling and developing communications and presentations for all meetings with the investment community and the media.
- If there is any doubt about the appropriateness of supplying information to an outside party, an employee should contact a member of the Disclosure Committee for advice.
G. TIMING OF AND PROCEDURE FOR DISCLOSURE
- Once a decision is made by the Disclosure Committee that information is material and will not be the subject of a confidential filing, it must be disclosed in a timely manner and broadly disseminated to the public. CRH will use an industry-accepted news wire service to disseminate news releases. In addition, news releases, once disseminated, will be emailed to parties who have expressed a desire to receive such releases directly.
- All CRH news releases including releases of Material Information will be managed by the CEO or CFO under the direction of the Disclosure Committee, and by no other persons.
- The CEO or CFO will submit all proposed news releases to the Disclosure Committee, with internal and/or external experts included in the review process as deemed appropriate by the Disclosure Committee. The Disclosure Committee will review all news releases in order to ensure that the proposed disclosure is in compliance with applicable securities laws and stock exchange requirements.
- The Audit Committee of the Corporation will review and approve news releases regarding interim financial results and will review, approve and recommend to the Board news releases regarding annual financial results. The Board will review and approve news releases regarding annual financial results.
- Prior to dissemination of a news release, written or electronic confirmation is required from the CEO and one other member of the Disclosure Committee. If the CEO is unavailable and immediate dissemination of a new release is required, the remaining Disclosure Committee member(s) can approve the release.
- The CEO or CFO will provide a copy of the release to the market surveillance groups of the Toronto Stock Exchange and the NYSE American before the planned news release time as required under applicable laws or stock exchange regulations. Any request for a trading halt by the Corporation requires approval from a member of the Disclosure Committee.
- After public dissemination, the Corporation’s disclosures will be monitored to ensure accurate dissemination and take corrective measures, if necessary.
- Upon the advice of the CFO, and as required under applicable laws or stock exchange regulations, CRH will file a material change report or current report on Form 8-K, as applicable, with securities regulators.
- The Disclosure Committee may elect, at any time, to adopt controls and procedures that are different than those which have been established under this Policy, provided that such controls and procedures are in the opinion of the Disclosure Committee, satisfactory to ensure that disclosure documents are accurate and are disclosed in compliance with applicable laws.
H. CONFERENCE CALLS
- Conference calls may be held for quarterly earnings reports and other major corporate developments, whereby discussion of key aspects will be made available simultaneously to all interested parties 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 CRH spokesperson or the operator 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.
- CRH 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. 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 minimum of 14 days, for anyone interested in listening to a replay.
- If management or members of the Disclosure Committee uncover selective disclosure of previously undisclosed Material Information during the course of the conference call, the Corporation will immediately disclose such information broadly via news release.
I. SPEECHES AND INVESTOR CONFERENCES
- Whenever CRH’s spokespersons speak at public events such as conferences, they will guide themselves by this Policy. In the event that Material Information is unintentionally disclosed selectively, such information will be announced broadly via news release as soon as reasonably possible and in accordance with applicable laws. The Disclosure Committee will determine which presentations are appropriate for posting on the website.
J. RESPONDING TO MARKET RUMOURS
- It is the Corporation’s practice not to comment on market rumours or speculation, particularly where it is clear that the Corporation is not the source of the market rumour. If a stock exchange or a securities regulator requests the Corporation to make a statement in response to a market rumour, the Disclosure Committee will consider the matter and determine the nature and content of any Corporation response.
- The Disclosure Committee will also recommend an appropriate course of action where the Corporation or an employee of the Corporation is the apparent source of the rumour.
K. COMMUNICATION WITH FINANCIAL ANALYSTS AND INVESTORS
- CRH recognizes that meetings with analysts and investors are an important element of its investor relations program. Authorized CRH spokespersons will meet with analysts and investors on an individual or group basis as needed and will initiate contact or respond to analyst and investor calls in a timely, consistent and accurate fashion in accordance with this Policy.
- CRH will not provide confidential, proprietary or Material Information that has not been publicly disclosed in communications with financial analysts or investors. The Corporation will only disclose factual information.
- CRH will not discriminate among recipients of information. The Corporation will neither confirm nor attempt to influence a financial analyst’s opinions or conclusions. CRH will provide the same information that has been provided to financial analysts to individual investors when requested.
- CRH will not review financial analysts’ reports or models but may confirm or correct publicly released historical information contained in analysts’ reports.
- The Disclosure Committee will assist authorized spokespersons to prepare for meetings with financial analysts and investors. If material non-public information is inadvertently disclosed at such a meeting, CRH will take immediate action to achieve broad public dissemination of the information.
L. QUIET PERIODS
- In order to avoid the potential for selective disclosure or even the perception or appearance of selective disclosure, CRH will observe a quarterly quiet period, during which the Corporation will not, without the prior authority of the Disclosure Committee initiate or participate in any meetings or telephone contacts with analysts and investors and no earnings guidance will be provided to anyone, other than responding to unsolicited inquiries concerning factual matters. The quiet period commences two clear trading days prior to the issuance of a news release disclosing quarterly financial results and ends with the issuance of a news release disclosing quarterly results.
M. FORWARD-LOOKING INFORMATION
- Other than normal required disclosure, CRH will not provide forecasts of future earnings or other financial or operating results. CRH may provide sufficient forward-looking information to the investing public to enable reasoned evaluations of the Corporation and its future performance prospects provided that it is not undisclosed Material Information and it has been prepared or reviewed by the Disclosure Committee. Such information will be consistent with and complementary to information that has been otherwise provided via timely disclosure documents such as annual reports, news releases, interim reports, etc.
- A forward-looking statement made in the Corporation’s written documents will be identified as such and accompanied with cautionary language that warns investors that there is a risk that the statement could change materially. In the case of oral forward-looking statements, the statement will be identified as such and, if the cautionary language is not included in a previously released, readily available written document, it will immediately accompany the statement.
N. CRH WEBSITE
- CRH has an Internet website that contains an investor information section. Documents that will be made available on the website include the annual report, quarterly reports, management discussion and analysis, investor fact sheets and news releases. The CFO is responsible for ensuring that the information in the investor section of the website is up-to-date. News releases will be posted on the website as soon as possible after they are released to the wire service. Other documents and presentations will be placed on the web site as soon as possible after they are available and have been reviewed by the CFO.
O. SOCIAL MEDIA
- The members of the Disclosure Committee are the only CRH Personnel who are authorized to post information on any CRH social media forum, including Twitter, Facebook, YouTube, SlideShare and LinkedIn. All information posted on the Corporation’s social media forums will comply with the rules of this Policy, including the use of the appropriate forward-looking information and disclosure of Material Information. CRH Personnel are prohibited from participating in discussions concerning CRH’s insider information or confidential or proprietary information in chat rooms, bulletin boards or non-CRH social media sites.
P. MONITORING DEVELOPMENTS
- The Disclosure Committee will appoint a person or persons (which may include outside counsel) to keep abreast of developments in securities law affecting disclosure practices and to monitor the disclosure practices of CRH’s competitors. Such person(s) will advise the Disclosure Committee periodically and promptly in the event of any major development in the law or such practices.
Q. DISCLOSURE RECORD
- The Corporation will maintain a historical record, extending back at least six years, from the date of approval of Policy, of all disclosure documents prepared by the Corporation, including continuous disclosure documents, news releases and transcripts or tape recordings of conference calls.
R. COMMUNICATION AND ENFORCEMENT
- This Policy extends to all CRH Personnel and authorized spokespersons. New directors, officers and employees will be provided with a copy of this Policy and will be educated about its importance. It will also be brought to the attention of all employees whenever significant changes are made.
- CRH Personnel who violate this Policy may face disciplinary action up to and including termination of his or her employment with the Corporation without notice. The violation of this Policy may also violate certain securities laws. 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 penalties, fines or imprisonment.
Approved by the Board: December 6, 2018