For the purposes of this policy, “Precision” includes Precision Drilling Corporation and all its related, affiliated and subsidiary entities. This Policy has been approved by the Board of Directors of the Corporation (the "Board of Directors") and applies to all Precision Persons.
The provisions of this Policy apply to all methods of public communication in respect of the Precision group, including the dissemination of annual and interim reports, news releases and letters to shareholders, management presentations, information contained on Precision’s web sites and other forms of electronic communication. It also extends to oral statements made in meetings and telephone conversations with analysts and investors and interviews with the media, as well as speeches, press conferences and conference calls.
Precision is committed to a policy of timely, fair and accurate public disclosure of all Material Information (as defined herein) relating to it, in order to keep shareholders and the investing public appropriately informed about the affairs of Precision and its investments.
Precision believes that this policy of timely, fair and accurate public disclosure of all Material Information is of fundamental importance to the Precision Group and that every individual within Precision has an obligation to ensure that the Precision conducts itself in accordance with the provisions of this Policy and its objectives.
This Policy outlines the approach of Precision to the dissemination of Material Information and provides guidelines intended to achieve consistent disclosure practices.
Capitalized terms used in this Disclosure Policy shall have the respective meanings set forth in Schedule A attached hereto.
4. Other relevant policies
This Policy should be read in conjunction with the rules with respect to insider information and disclosure of confidential information contained in the Code and the Insider Trading Policy and the Information Technology Policies. Confidential information of the Precision Group (defined herein) is proprietary to one or more members of the Precision Group, as such; Precision Persons are reminded that they are required to maintain the confidentiality of such confidential information in accordance with the Code. The Insider Trading Policy prohibits persons from trading while in possession of non-public material information and provides for black out periods during which persons subject to such provisions must consider whether they should refrain from trading in securities of Precision before making such a trade.
5. Designated Spokespersons
In conjunction with the Disclosure Committee, the President and Chief Executive Officer, the Chief Financial Officer and the General Counsel of the Corporation are responsible for overseeing the Precision Group’s disclosure practices. The official spokespersons for the Precision Group for the purpose of public disclosure of Material Information respecting the Precision Group are the President and Chief Executive Officer, Chief Financial Officer and Executive Vice President, Investor Relations of the Corporation. Individuals holding these offices, or the Disclosure Committee, may, from time to time, designate others within the Precision Group to speak on behalf of the Precision Group with respect to certain matters or to respond to specific inquiries.
Notwithstanding these restrictions, but subject to the requirement set forth below regarding the preparation of written reports with respect to Public Oral Statements containing non-public Material Information or potential misrepresentations, nothing in this Policy shall restrict Precision’s ability to communicate with the shareholders of Precision in circumstances where Precision believes that such communication is required to satisfy their fiduciary obligations to the shareholders.
Precision Persons who are not authorized spokespersons are not permitted to speak on behalf of the Precision Group or to respond to inquiries from the investment community or from the media in respect of matters which could involve the disclosure of non-public Material Information, unless specifically asked to do so by an authorized spokesperson. All such inquiries shall be referred to the Chief Financial Officer of Precision.
In circumstances where an authorized spokesperson has made an oral statement on behalf of the Precision Group which may constitute a Public Oral Statement and such statement contains non-public Material Information or a potential misrepresentation, such individual shall promptly prepare a written record of such oral statement and submit same to the Disclosure Committee in order to enable the Disclosure Committee to determine whether such Public Oral Statement contains non-public Material Information or a misrepresentation. In circumstances where a Public Oral Statement is found to contain non-public Material Information or a misrepresentation, the Disclosure Committee shall immediately cause Precision to issue a release disclosing such information or correcting the misrepresentation, as the case may be.
6. Timing of Disclosure of Material Information
Applicable securities laws and stock exchange rules require prompt disclosure of all Material Information. Unfavourable news must be disclosed just as promptly and completely as favourable news. Where confidential information is withheld, the Precision Group will take appropriate precautions to keep such information confidential and the Corporate Secretary of Precision will carefully monitor trading activity in Precision’s securities. Examples of potentially Material Information are set forth in Schedule B to this Policy.
7. Procedure of Disclosure
In accordance with the Disclosure Committee Charter, the Disclosure Committee is responsible for reviewing and supervising the preparation of Precision’s:
- (a) Core Documents;
- (b) news releases containing financial information, earnings guidance, information about material acquisitions or dispositions or other information material to Precision’s shareholders and,
- (c) correspondence containing information broadly disseminated to shareholders of Precision including financial information, whether in writing or by way of Public Oral Statements.
Accordingly, prior to the filing of any Document, the issuance of any news release or the broad dissemination of Material Information to shareholders of Precision, whether in writing or by way of a Public Oral Statement, the Disclosure Committee or an officer of the Precision Group designated by the Disclosure Committee shall review the proposed disclosure and approve such filing or issuance.
No Precision Person may file any Document, issue any news release or broadly disseminate any Material Information to shareholders of Precision, whether in writing or by way of a Public Oral Statement, until it has been approved by the Disclosure Committee or by an officer of the Precision Group designated by the Disclosure Committee.
All releases of Material Information will be managed by the Chief Financial Officer or, if that person is not for any reason available, by such other officer of the Precision Group designated by the Disclosure Committee and by no other department or individual. The Chief Financial Officer will ensure that the Disclosure Committee, or an officer of the Precision Group designated by the Disclosure Committee, reviews and approves all proposed releases of Material Information in order to ensure that the Precision Group’s disclosure is in compliance with applicable securities laws, stock exchange requirements and this Policy.
The Chief Financial Officer and the Corporate Secretary will determine whether:
- (a) Precision should request that the exchanges on which Precision’s shares are listed implement a trading halt pending the release of the Material Information; and
- (b) whether pre-clearance of a news release with any such exchanges is required.
News releases will be disseminated through a newswire service and filed on SEDAR and EDGAR.
The Audit Committee of Precision (the “Audit Committee”) will review with the external auditors and senior management of the Corporation and recommend to the Board of Directors for approval, the annual financial statements of Precision, the notes and management’s discussion and analysis accompanying any such financial statements, Precision’s annual report and any financial information of Precision contained in any prospectus or information circular of Precision. The Audit Committee will review and authorize the release of the interim financial statements of Precision and the notes and management’s discussion and analysis accompanying such financial statements and, prior to their dissemination to the public, approve any news releases containing information based on Precision’s financial statements which is disseminated prior to the release of such financial statements.
The Audit Committee must also review and approve all earnings guidance and financial information forecasts prior to their release.
For more information on the role of the Audit Committee in the disclosure of financial information, please refer to the Audit Committee Charter and Terms of Reference.
Each individual within the Precision Group who is involved in the review of the public disclosure of Material Information by Precision, whether as a member of the Disclosure Committee, the Audit Committee or otherwise, is responsible for ensuring that all such disclosure is complete and accurate. This responsibility is of paramount importance to the Precision Group and such individuals are expected to devote such amount of time and attention to this role as is necessary to ensure that all public disclosure of Material Information made by Precision is correct and accurate.
If any individual within the Precision Group who is involved in the review of the form of public disclosure of Material Information by Precision becomes aware of any information which may constitute undisclosed Material Information or a misrepresentation in such disclosure, such individual shall immediately present the information to the Disclosure Committee, or to an officer of the Corporation designated by the Disclosure Committee, for review.
Each individual who is responsible for a business unit or division within the Precision Group must encourage all employees under their direct supervision to report any issues within or relating to such business unit or division to a member of management in order to assist the Precision Group in making timely, complete and accurate disclosure of all Material Information. Such individuals should promote an environment of open communication in order to achieve these objectives.
8. Conference Calls/Investor Presentations
Conference calls or investor presentations with market participants may be held for the purposes of discussing quarterly earnings or other material developments in the affairs of the Corporation. Any such presentations will be accessible simultaneously to all interested parties via conference call or pursuant to a web cast over the Internet. Advance notice of any such presentations will be provided on the Precision Group web site and in news releases.
9. Responding to Rumours
The Precision Group does not comment, affirmatively or negatively, on rumours. If asked to comment on a rumour, authorized spokespersons will respond with, “It is our policy not to comment on market rumours or speculation.” Should the stock exchange request that Precision make a definitive statement in response to a market rumour that is causing significant volatility in the market(s) for the units of Precision, the Disclosure Committee or its duly authorized representative will consider the matter and decide whether to make a definitive statement.
10. Communication with Financial Analysts and Investors
Non-public Material Information of the Precision Group will not be provided to financial analysts and/or selected investors by employees or officers of the Precision Group, whether or not a confidentiality agreement has been entered into with such financial analysts and investors.
If non-public Material Information is inadvertently disclosed to financial analysts or selected investors, the discloser shall promptly advise an officer of the Corporation designated by the Disclosure Committee who shall cause the Precision Group to take prompt action to achieve broad public dissemination of the information.
11. Quiet Periods
The Precision Group will observe regular “quiet periods” commencing on the first day following the end of a quarter and ending with the issuance of a news release disclosing results for the quarter then ended. Meetings or discussions with analysts and investors will not be initiated by the Precision Group during a quiet period. Except for responding to unsolicited inquiries respecting previously disclosed information or undisclosed information that is not material information, participation in meetings or discussions with analysts and investors during a quiet period shall be subject to the prior approval of the President and Chief Executive Officer or such other officer of the Precision Group designated by the Disclosure Committee.
12. Reviewing Analyst Draft Reports and models
The Chief Financial Officer and such other officer of the Corporation designated by either the Chief Financial Officer or by the Disclosure Committee may occasionally and upon request review financial analysts’ reports or models (an “Analyst Report”). Such persons are prohibited from providing any comments on any Analyst Report provided for review as aforesaid other than pointing out errors in fact in circumstances where such error can be corrected by reference to previously disclosed information or undisclosed information that is not Material Information. In the event that any such person elects to review any Analyst Report for the reasons aforesaid, they shall promptly advise an officer of the Corporation designated by the Disclosure Committee of same and provide a copy of their comments on such Analyst Report to such representative prior to its distribution to the financial analyst.
13. Distributing Analyst Reports
Other than as set forth below, Precision Persons may not re-circulate Analysts Reports to persons outside of the Precision Group and their professional advisors. For certainty, the Precision Group will not place Analyst Reports on any web site of the Precision Group.
14. Forward Looking Information
Precision may provide forward-looking information in compliance with applicable securities law requirements. Forward-looking information contained in Precision’s written documents or in any Public Oral Statement must:
- (a) contain reasonable cautionary language identifying the forward looking information;
- (b) identify the material factors that could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward looking information;
- (c) disclose the material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection contained in the forward looking information; and
- (d) provide the disclosure required by paragraphs (a), (b) and (c) in an area that is proximate to the forward looking information.
The Precision Group does not update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect forward-looking information, except as required by applicable law.
15. Information on website and electronic communications
The Corporate Secretary is responsible for updating the investor relations section of the web site of the Precision Group and for monitoring all information placed on the web site to ensure that it is accurate, complete, up-to-date and in compliance with relevant securities laws. The Corporate Secretary is also responsible for approving hypertext links to other web sites which are placed on such web site. Investor Relations Material shall be contained within a separate section of Precision’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.
Any postings of non-public Material Information on the web site of the Precision Group will be preceded by the issuance of a news release. All data posted to the web site, including text and audiovisual material, shall show the date such material was issued or prepared.
Precision Persons are prohibited from participating in Internet chat rooms, bulletin boards, blogs or newsgroup discussions on matters pertaining to Precision.
16. Distribution of information during or in Anticipation of Public offering
The dissemination of Material Information prior to or during the course of any public offering is generally prohibited and if made, must be carefully co-ordinated so that it cannot be viewed as “preparing” the market. Care must also be taken to ensure that any information which is released during such period is consistent with the prospectus or other offering documents. The Disclosure Committee, along with the Corporate Secretary, will co-ordinate all disclosure relating to the Precision Group during any such periods.
Any Precision Person who violates this Policy may face disciplinary action up to and including termination of his or her employment or office. The violation of this Policy may also contravene certain securities laws.
Any questions regarding the application of this Policy should be referred to the Chief Financial Officer
“ASC" means the Alberta Securities Commission;
“Canadian Securities Regulators” means Securities Commissions in each of the provinces and territories of Canada, including the ASC.
“Code” means the Joint Code of Business Conduct and Ethics of the Corporation;
“Core Document” means a prospectus, a take-over bid circular, an issuer bid circular, a directors’ circular, a rights offering circular, management’s discussion and analysis, an annual information form, an information circular, annual financial statements, interim financial statements, a material change report of any of the Precision Group and all additional filings required to be filed with Canadian Securities Regulators or the Securities and Exchange Commission;
“Disclosure Committee” means the Disclosure Committee of the Corporation;
“Disclosure Committee Charter” means the Disclosure Committee Charter and Terms of Reference;
“Document” means any written communication, including a communication prepared and transmitted only in electronic form:
- (a) that is required to be filed with the ASC or any other Canadian Securities Regulators or by the United States Securities and Exchange Commission (the “Securities and Exchange Commission”); or
- (b) that is not required to be filed with the ASC or the SEC and:
- (i) that is filed with the ASC or the SEC;
- (ii) that is filed or required to be filed with a government or an agency of a government under applicable securities or corporate law or with any stock exchange or quotation and trade reporting system under its by-laws, rules or regulations; or
- (iii) that is any other communication the content of which would reasonably be expected to affect the market price or value of the shares or other securities of Precision,
and, for greater certainty, includes all Core Documents;
“Information Technology Policies” means the Information Technology Policies and Standard Practices of the Precision Group;
“Insider Trading Policy” means the Insider Trading Policy of the Precision Group
“Investor Relations Material” includes the annual and interim reports, proxy circulars, annual information forms, material change reports, news releases, committee charters, presentations and fact sheets;
“Material Change” means:
- (a) a change in the business, operations or capital of the Precision Group that would reasonably be expected to have a significant effect on the market price or value of the shares or other securities of Precision; or
- (b) a decision to implement a change referred to in paragraph (a) made by the Directors, or by senior management of the Precision Group who believe that confirmation of the decision by the Directors is probable;
“Material Fact” means a fact that would reasonably be expected to have a significant effect on the market price or value of the units or other securities of Precision;
“Material Information” includes any Material Fact or Material Change;
- (a) an untrue statement of Material Fact; or
- (b) an omission to state a Material Fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made; and
“Precision Group” means, collectively, Precision Drilling Corporation and all entities in which Precision has a direct or indirect equity interest of 50% or more;
“Precision Persons” means the, Directors, officers and employees of the Precision Group;
“Public Oral Statement” means an oral statement made in circumstances in which a reasonable person would believe that information contained in the statement will become generally disclosed.
Examples of Potentially Material Information
The following are examples of the types of events or information which may be material. This list is not exhaustive and is not a substitute for the Precision Group and the Disclosure Committee exercising their own judgement in making materiality determinations:
Changes in Corporate Structure
Changes in Financial Results
- changes in share ownership that may affect control of Precision Drilling Corporation
- major reorganizations, amalgamations, or mergers
- take-over bids, issuer bids, or insider bids
- changes in capital structure
- the public or private sale of additional shares or other securities of the Precision Group (“Securities”)
- planned repurchases or redemptions of Securities
- planned splits of Securities or offerings of warrants or rights to buy Securities
- any Securities consolidation, exchanges, or dividends
- changes in the distribution payments to Security holders
- the possible initiation of a proxy fight
- material modifications to rights of Security holders
Changes in Business and Operations
- a significant increase or decrease in near-term earnings prospects
- unexpected changes in the financial results for any periods
- shifts in financial circumstances, such as cash flow reductions, major asset write-offs or write-downs
- changes in the value or composition of the assets of the Precision Group
- any material change in the accounting policy
Acquisitions and Dispositions
- any development that affects the Precision Group’s resources, technology, products or markets
- a significant change in capital investment plans or corporate objectives
- major labour disputes or disputes with major contractors or suppliers
- changes to the board of directors of Precision or executive management, including the departure of Precision’s President and Chief Executive Officer or Chief Financial Officer (or persons in equivalent positions)
- the commencement of, or developments in, material legal proceedings or regulatory matters
- waivers of corporate ethics and conduct rules for officers, directors, and other key employees
- any notice that reliance on a prior audit is no longer permissible
- de-listing of Precision’s Securities or their movement from one quotation system or exchange to another
Changes in Credit Arrangements
- significant acquisitions or dispositions of assets, property or joint venture interests
- acquisitions of any other company, including a take-over bid for, or merger with, another company
- the borrowing or lending of a significant amount of money
- any mortgaging or encumbering of assets
- defaults under debt obligations, agreements to restructure debt, or planned enforcement procedures by a bank or any other creditors
- changes in rating agency decisions
- significant new credit arrangements