• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • CORPORATE DISCLOSURE POLICY
PURPOSE
The Canadian Securities Administrators (“CSA”) issued continuous disclosure requirements for reporting issuers and is set out in National Instrument 51-102. (Appendix A) The CSA and the Toronto Stock Exchange (“TSX”), (Part IV of the TSX Corporation Manual) (Appendix B), both have timely disclosure policy statements requiring issuers to disclose all material information (whether positive or negative) pertaining to the Corporation immediately upon the information becoming known to management. In certain limited circumstances, disclosure of material information about the Corporation may be delayed for reasons of corporate confidentiality. Disclosure is only required where such information is considered material. Although management may have actual knowledge of a fact or event relating to the Corporation, disclosure of same is necessary as soon as management becomes aware that such information is material. DISCLOSURE COMMITTEE The Corporation’s Disclosure Committee shall be responsible for overseeing the disclosure practices of the Corporation and will include the President and Chief Executive Officer, the Vice President, Finance and Chief Financial Officer, and the Director - Treasury. The Committee’s responsibilities include:
The following individuals have been identified by the Corporation as Spokespersons for the purposes of this policy:
MATERIALITY Determining whether or not information is material involves taking into account both the likelihood that the event or activity will occur and the magnitude or effect thereof within the context of the business of the Corporation. A fact is generally considered material when it will affect the market price or value of the Corporation’s securities or when the fact could reasonably be expected to have a significant effect on the market price or value of the Corporation’s securities. Decisions on the materiality of information are to be made within the context of the Corporation’s overall business affairs. Generally, information will be considered “material” if:
Actual or proposed developments or activities that are likely to require disclosure include:
General The Corporation will publicly disclose all material information relating to the Corporation immediately upon the information becoming known by management or recognized by management as being material information. Unfavourable material information will be disclosed as promptly and completely as favourable information. Confidential Information This policy will be in effect in all circumstances except on the rare occasion where disclosure of such information would be unduly detrimental to the Corporation or its shareholders or where otherwise dictated by law. Additionally, disclosure shall include any information, which, if omitted, would render the rest of the information disclosed misleading in the light of the circumstances in which it was made. Such circumstances will be infrequent and in the necessary course of business, and justified by assessment that harm to the Corporation’s business from immediate disclosure will outweigh the general benefit to the market of immediate disclosure. In such cases, the Corporation may withhold public disclosure for a limited period of time but it must ensure the information remains confidential. In addition, the Corporation must make a confidential filing with the securities commission. If, at any time or in any circumstance, confidential material information is inadvertently divulged in a way that results in selective disclosure to any member of the investing public, the Disclosure Committee will initiate a process to ensure full public disclosure and dissemination. Forms of Disclosure The Corporation will publicly disclose all material information under the following forms:
Disclosure must be factual and balanced and contain sufficient detail to enable the media and investors to understand the substance and importance of the information such that investors may make informed decisions relative to their shareholdings or potential shareholdings. In addition, disclosure must be provided where appropriate or where required to ensure that prior disclosure is not misleading. No Selective Disclosure Disclosure should not be made on a selective basis. Disclosure in an individual or group meeting does not constitute adequate public disclosure of material information. The announcement of undisclosed material information at a press conference or shareholder, analyst or investor meetings should be accompanied by simultaneous general public disclosure of the same information by way of media press release. If information is mistakenly disclosed in a selective manner, the information should immediately be publicly disclosed through the Corporation’s standard media disclosure policy. In order to avoid any potential for, or the perception or appearance of, selective disclosure, the Corporation shall observe a “quiet period” commencing at the latest on the first day following the end of each financial reporting period until the release of the relevant financial results. During quiet periods, the Corporation shall not initiate meetings or other communications with analysts, investors, or the media and shall refrain from discussing matters relating to financial results or financial performance of the Corporation, unless otherwise approved by the Disclosure Committee and/or required by applicable securities laws or stock exchange rules. Response to Rumours or Speculation It is the policy of the Corporation to not comment, either negatively or affirmatively, on market rumours or speculation. If a Spokesperson is approached about a market rumour or similar speculation that Spokesperson should respond by stating that it is the Corporation’s policy not to comment on market rumours or speculation. Internet Website The Corporation has an Internet website www.algonet.com that contains information about the Corporation, its businesses and other areas of interest to the public. The “Investor Relations” section of the Corporation’s website will contain all timely disclosure and material information documents, including Annual and Interim Reports and stock quotes and charts. The Director-Treasury has ongoing responsibility for ensuring that information in the “Investor Relations” section of the Corporation’s website is up-to-date. The Disclosure Committee has a broader, oversight responsibility for this section of the website to ensure that appropriate standards of care are being applied for disclosures of information via this medium. Forecasting of Financial and Other Information The Corporation should not, without the express consent of the Board of Directors, provide forecasts of future earnings or other future financial results. The Corporation may, however, offer information and guidance to investors that are consistent with or complementary to any other information that has been previously publicly disclosed. Where the Corporation decides to release non-financial forward-looking information, the information should be clearly identified as forward looking and be broadly disseminated by a media press release. Furthermore, the information should detail all material assumptions used in preparing the information as well as details of any risks or uncertainties that may cause the actual results to materially differ from those projected in the information. The Corporation should also make its best efforts to keep such forward looking information current, but should also issue a statement with the media press release indicating that the Corporation neither intends nor is obligated to update the information. Where such information is off-target, the Corporation should issue a media press release indicating that there is a material difference between the actual and projected results and provide an explanation for such differences. Procedure
New directors, officers and employees will be advised of this disclosure policy and its importance. This disclosure policy will be brought to the attention of all employees on an annual basis. An employee who violates this disclosure policy may face disciplinary action. EFFECTIVE DATE This policy as amended has been approved by the Corporation’s Audit Committee on February 18, 2009. REVISION HISTORY
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