DISCLOSURE POLICY COMMITTEE
The disclosure policy Management committee (the “Committee”) will
oversee IAMGOLD’s corporate disclosure practice and ensure adherence to
this policy. The Committee will make recommendations to the president
and chief executive officer (CEO) on disclosure policy and will keep
the Company’s recent public statements under review to determine
whether any updating or correcting is appropriate.
The Committee will be comprised of the President and CEO, Chief
financial officer (CFO), the Senior Vice-President, Corporate Affairs
and Corporate Secretary and the Director of Investor Relations.
DESIGNATED SPOKESPERSONS
The primary spokespersons for the Company are the President and CEO,
Chief Financial Officer (CFO), the Senior Vice-president, Corporate
Affairs and Corporate Secretary and the Director of Investor Relations.
Spokespersons may, from time to time, designate others to speak on
behalf of the Company or to respond to specific inquiries.
Employees who are not authorized spokespersons must not respond under
any circumstances to inquiries from the public, shareholders, the
investment community, the media or others. All suchlike inquiries must
be referred to the Director of Investor Relations.
DISCLOSURE OF MATERIAL INFORMATION
Material
information means any information relating to the business or affairs
of the Company that results in, or would reasonably be expected to
result in, a significant change in the market price or value of the
Company’s securities or that would reasonably be expected to have a
significant influence on any reasonable investor’s investment
decisions. In addition and further to its compliance with the
regulatory requirements to publicly disclose forthwith all material
information under applicable laws and stock exchange rules, the Company
will adhere to the following basic disclosure procedures and
principles:
- Material information will be publicly disclosed immediately via news release through a widely disseminated newswire;
- Under
certain circumstances, the Committee may determine that such disclosure
would be unduly detrimental to the Company (for example if release of
the information would cause prejudice to negotiations in a corporate
transaction), in which case, the information will be kept confidential
until the Committee determines it may be publicly disclosed. Under such
circumstances, if a material change happens for example the Committee
will generate a confidential material change report to be filed with
the applicable securities regulatory authorities and will periodically
(at least every 10 days) review its decision to keep the information
confidential;
- Disclosure must be
complete in all material respects; it must include any 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;
- No
selective disclosure. Previously undisclosed material information must
not be disclosed to selected individuals (for example, in an interview
with one or several analysts in particular or in a telephone
conversation with one or several investors in particular). If
previously undisclosed material information is inadvertently disclosed
to an analyst or any other person, such information must then be
broadly disclosed to the public immediately via news release via
newswire;
- Disclosure on the Company’s web site alone does not constitute adequate disclosure of material information;
- Disclosure
must be corrected immediately if the Company is subsequently made aware
that earlier disclosure by the Company contained a material error or
omission at the time it was given.
After dissemination,
all of IAMGOLD’s disclosures will be monitored to ensure accurate media
reporting and take corrective measures, if any is necessary.
MAINTAINING CONFIDENTIALITY
Any
director, officer or employee of IAMGOLD privy to undisclosed material
information is prohibited from communicating such information to anyone
else, unless he is required or it is necessary to do so in fulfilling
his duties or in the necessary course of business. Efforts will be made
to limit access to such undisclosed material information only to those
who need to know said information and such persons will be advised that
said information is to be kept confidential.
Outside
parties privy to undisclosed material information concerning the
Company will be strictly instructed not to disclose such information to
anyone else, other than in the necessary course of business, and not to
trade either directly or indirectly in the Company’s securities or
derivatives based on the securities, until said information is publicly
disclosed.
PROCEDURE FOR DISCLOSURE
All
IAMGOLD news releases will be managed by the Investor relations
department, reviewed by the Committee and approved by the president and
chief executive officer.
IAMGOLD will use a recognized
national news service to broadly disseminate all press releases. Prior
to the issuance thereof, the Investor relations department will submit
each news release to the market surveillance departments of the Toronto
(TSX) and New York (NYSE) stock exchanges.
After public dissemination, all of IAMGOLD’s disclosure will be
monitored to ensure accurate media reporting and prompt corrective
measures will be taken if necessary.
CONFERENCE CALLS
IAMGOLD
may schedule conference calls to discuss quarterly financial results
and major corporate developments, whereby discussion of key aspects is
accessible simultaneously to all interest parties or to the public in
general, some as participants in the telephone conference and others in
a listen-only mode by telephone or via a web cast over the Internet.
The call will be preceded by a news release containing all relevant
material information. At the beginning of the conference call, a
Company spokesperson will provide the appropriate cautionary
notification with respect to any forward-looking information and direct
participants and listeners to publicly available documents containing
the assumptions, sensitivities and a full discussion of the risk
factors and uncertainties relating to the Company and the conduct of
its activities and business.
The Company will provide
advance notice of each conference call and web cast by issuing a news
release announcing the date and time thereof and providing information
on how interested parties or the public in general may access the call
and web cast. In addition, the Company may send invitations to
analysts, institutional investors, the media and others invited to
participate.
The Committee 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
immediately disclose such information broadly via news release.
MARKET RUMOURS
The
Company will not comment, affirmatively or negatively, on market
rumours. Should a stock exchange or any securities regulatory authority
request that the Company make a definitive statement in response to a
market rumour that is causing significant volatility in the Company’s
securities or the Company otherwise decides, the Committee will
consider the matter and decide whether to make a recommendation to the
president and chief executive officer as to the nature and content of
the Company’s response, such as confirming “no corporate development at
this time”.
CONTACTS WITH FINANCIAL ANALYSTS, INVESTORS AND THE MEDIA
The Investors relations department is responsible for scheduling and
coordinating all contacts with financial analysts, investors and the
media.
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, all in accordance with IAMGOLD’s disclosure policy
and particularly, all the while cognisant not to selectively disclose
material information.
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
IAMGOLD will try to ensure, through its regular public dissemination of
quantitative and qualitative information, that analysts have
appropriate basis to prepare estimates that 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 or otherwise comment on analysts’ models and earnings
estimates.
IAMGOLD, upon request, will review analysts’ draft research reports or
models for the purpose of ensuring there are no factual errors,
omissions or obvious misstatements contained in such draft reports or
models, based on publicly disclosed information.
DISTRIBUTING ANALYST REPORTS
Analyst reports are proprietary products of the analyst’s firm.
Re-circulating a report made by any analyst may be viewed as an
endorsement by the Company of such report. For these reasons, the
Company will not provide analyst reports through any means to persons
outside of the Company, including posting such information on its Web
site.
FORWARD-LOOKING INFORMATION
A forward-looking statement made in any of the Company’s written
documents or oral statements will be identified as such and accompanied
with meaningful cautionary language warning investors and readers that
there is a risk that the statement could change materially, is based
only on assumption and uncertaninty and referring them to the risk
factors disclosure in IAMGOLD’s Annual Information Form.
POLICY AWARENESS
The disclosure policy will be circulated to all directors, officers and
employees, including those who may have access to undisclosed material
information.