Disclosure Policy
We define investor relations as “a strategic management responsibility that integrates finance, communication, marketing, and securities law compliance to enable the most effective two-way communication between a company, the financial community, and other constituencies, which ultimately contributes to a company’s securities achieving fair valuation.”
A “Client” is a company that has engaged Darkpool Media LLC for investor relation services.
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- Express any concern you have about our use of your data.
1) OBJECTIVE AND APPLICATION
a) Objective - The objective of this Disclosure Policy is to ensure that communications to the public by or on behalf of Darkpool Media LLC (“Darkpool”) are:
i) Factual and accurate;
ii) Disseminated on a timely basis and in a manner reasonably designed to provide broad, non-exclusionary distribution of information to the public; and
iii) Disseminated in compliance with the federal securities laws, including Section 17(b) of the Securities Act of 1933, applicable provisions under the Securities Exchange Act of 1934, and in compliance with the Regulation FD commission (specifically the text found in 17 C.F.R. Part 243.
b) Application - This Disclosure Policy applies to all employees, directors, contractors, temporary contract workers, clients, and other business affiliates with knowledge of DarkPool’s business activity.
2) GENERAL GUIDELINES
a) Darkpool Board
i) The Company has designated each of the following individuals 1), ADD 2) ADD as Darkpool’s spokesperson (collectively, the “Board”). All public disclosures of material nonpublic information about the Clients of Darkpool and communications with analysts, market professionals (e.g., securities analysts, institutional investors, investment advisors, brokers and dealers), shareholders, investors, media and other members of the public will be made by or at the direction of the Board. No other individual is authorized to disclose material nonpublic information regarding Darkpool business activities to any third party without the express consent of one of the Board members. Darkpool will maintain procedures designed to ensure that Board members are kept informed of material developments affecting Darkpool’s Clients. Company representatives assigned to the Darkpool’s investor relations and marketing groups may respond to routine inquiries for publicly available information.
b) Approval of Public Releases
i) All press releases that will disclose material nonpublic information or that are directed primarily to analysts, market professionals, shareholders, investors or the financial media will be approved by the Head of Investor Relations or by a Board member prior to any public release.
3) INVESTOR RELATIONS (“IR”) RESPONSIBILITIES AND TARGET AUDIENCE
a) Darkpool’s IR team has the primary responsibility for compliance with all applicable laws and regulations pertaining to the issuance and listing of any and all securities issued by the Client, including, among others, common or preferred stocks, bonds, debentures, notes, or any other instrument. The laws and regulations mentioned include the ones mentioned in 1(a)(3), but are not limited to, the ones set forth by the Securities Exchange Commission and any other applicable jurisdiction.
b) Target Audience - The investing public includes, among others, the following:
i) Institutional investors, including investment funds, insurance companies, pension funds or other similar entities that manage funds in the name of individual investors or other institutional investors;
ii) Individual investors are those that manage their own funds directly;
iii) Brokers, investment banks, rating agencies and research providers, that provide investment advice and recommendations for their clients; and
iv) Other aggregators of specific information related to governance, social or environmental aspects of the business.
c) Investor Relation Activities - Among the various activities that IR has primary responsibility for are the following:
i) To promote the disclosure of Client results and transmit material information to the public in accordance with this Disclosure Policy, and applicable laws and regulations;
ii) To answer any questions and clearly communicate with the investing public on the Client financial performance, operations, strategies, perspective and any other related issues;
iii) To monitor the performance of the Client’s publicly traded securities;
iv) To propose initiatives that may contribute to the creation of long-term value for the Client and the Client’s stockholders; and
v) To preserve the Client’s public reputation and credibility.
4) DETERMINATION OF MATERIALITY AND NEED FOR DISCLOSURE
The Darkpool Board will determine whether the Client’s information is material and whether it needs to be disclosed
a) Definition of “Material” Information, Examples
i) Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. The following types of Client information ordinarily would be considered “material” (this is a non exhaustive list):
(1) Financial performance, especially quarterly and year-end earnings and key financial metrics, and significant changed in financial performance or liquidity;
(2) Mergers and acquisitions, entry into a material definitive agreement, and termination of a material definitive agreement;
(3) Defaults on outstanding debt or preferred stock;
(4) Client projections and strategic plans; completion of acquisition or disposition of client assets
(5) Bankruptcy filing;
(6) Significant changes in senior management;
(7) Client’s new major contracts, finance sources or loss thereof;
(8) Significant changes or developments in the Clients products or services, including significant product defects and changes in the Clients products or services;
(9) Stock splits, public or private securities/debt offerings, or changes in the Clients dividend policies or amounts. Actual or threatened major litigation, or the resolution of such litigation and updates regarding any prior material disclosure that has materially changed;
(10) Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. Triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and
(11) Material modification to rights of security holders.
ii) In addition to examining information in the context of the definition above in (i), Darkpool will use its’ best judgment and if it is a borderline decision, the information will be considered material and properly released.
5) DISCLOSURE OF MATERIAL NONPUBLIC INFORMATION
a) Whenever the Darkpool Board, or a Client of Darkpool, or any person acting on its behalf, discloses any material nonpublic information regarding Darkpool’s Client or its’ securities to any person described in section (b) below, Darkpool shall make a public disclosure of that information:
i) Simultaneously, in the case of an intentional disclosure; and
ii) Promptly, in the case of a non-intentional disclosure.
b) Paragraph (a) of this section shall apply to a disclosure made to any person:
i) Who is a Broker or dealer, or a person associated with a broker or dealer as those terms are defined in Section 3(a) of the Securities Exchange Act of 1934.
ii) Who is an investment adviser, as that term is defined in Section 202(a)(11) of the Investment Advisers Act of 1940, an institutional investment manager, as that term is defined in Section 13(f)(6) of the Securities Exchange Act of 1934, that filed a report on Form 13F (17 CFR 249.325) with the Commission for the most recent quarter ended prior to the date of the disclosure; or a person associated with either of the foregoing;
iii) Who is an investment company, as defined in Section 3 of the Investment Company Act of 1940, or who would be an investment company but for Section 3(c)(1), or an affiliated person of either of the foregoing. For purposes of this paragraph, “affiliated person” means only those persons described in Section 2(a)(3)(C), (D), (E), and (F) of the Investment Company Act of 1940, (D), (E), and (F)), assuming for these purposes that a person who would be an investment company but for Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940 is an investment company; or
iv) Who is a holder of the client’s securities, under circumstances in which it is reasonably foreseeable that the person will purchase or sell the issuer's securities on the basis of the information
6) MANNER OF DISCLOSURE
a) Darkpool Shall make disclosures of material nonpublic information only:
i) By means of a press release which is distributed in a manner reasonably designed to ensure wide dissemination;
ii) On a conference call or in another forum that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public and for which adequate advance notice has been provided;
iii) In a filing with the SEC on an appropriate forma;
iv) By any other means which, after consultation with the General Counsel/securities counsel, is believed to provide broad, non-exclusionary distribution of the information to the public in a manner satisfying the requirements of Regulation FD and other applicable laws; or
v) Pursuant to a written nondisclosure agreement provided by Darkpool or by such other means which, after consultation with the General Counsel/securities counsel, is believed to be in compliance with Regulation FD and other applicable laws.
b) Paragraph (a) of this section shall apply to a disclosure made to any person:
i) Who is a Broker or dealer, or a person associated with a broker or dealer as those terms are defined in Section 3(a) of the Securities Exchange Act of 1934.
ii) Who is an investment adviser, as that term is defined in Section 202(a)(11) of the Investment Advisers Act of 1940, an institutional investment manager, as that term is defined in Section 13(f)(6) of the Securities Exchange Act of 1934, that filed a report on Form 13F (17 CFR 249.325) with the Commission for the most recent quarter ended prior to the date of the disclosure; or a person associated with either of the foregoing;
iii) Who is an investment company, as defined in Section 3 of the Investment Company Act of 1940, or who would be an investment company but for Section 3(c)(1), or an affiliated person of either of the foregoing. For purposes of this paragraph, “affiliated person” means only those persons described in Section 2(a)(3)(C), (D), (E), and (F) of the Investment Company Act of 1940, (D), (E), and (F)), assuming for these purposes that a person who would be an investment company but for Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940 is an investment company; or
iv) Who is a holder of the client’s securities, under circumstances in which it is reasonably foreseeable that the person will purchase or sell the issuer's securities on the basis of the information
7) TIMING OF DISCLOSURE AND MAINTAINING CONFIDENTIALITY
a) It may be in the Client’s legitimate interest not to immediately disclose some material information. That includes information that may, if disclosed too early, negatively impact the Client’s negotiating position or its ability to complete a transaction. In such a case, Darkpool may delay the disclosure until the information is ready to be publicly disseminated. To do so, all of the following conditions must be present:
i) Such disclosure would likely prejudice the legitimate interests of the Client; and
ii) Darkpool was able to ensure the confidentiality of such non-public material information, under the terms of applicable securities legislation.
b) If it is deemed that the information should temporarily remain confidential, the Board will determine the process by which such confidential information will be controlled. If a director, officer, or employee discloses or discovers the disclosure of potentially material information to an outside party and is concerned that such disclosure may not have been in accordance with this Disclosure Policy, such person must immediately notify the Board.
8) INVESTOR AND ANALYST MEETINGS AND CONFERENCES
a) As an integral part of the IR function, the Darkpool Board and Investor Relation professionals strive to maximize investors’ awareness of our business environment and management strategies by participating in investment conferences, site tours, and other opportunities for communication. In doing so, they will meet with investors, investment analysts, investment bankers and other members of the investing public to provide factual public material and non-material information, to explain strategies or to discuss qualitative information that is not of a material nature. These meetings can be with individuals or groups of investors and can be arranged by the investors, their brokers, service providers or by Darkpool.
9) MARKET RUMORS AND LEAKS OF MATERIAL INFORMATION
a) IR will monitor market rumors about the Client. Provided it is clear that Darkpool is not the source of the market rumor, Darkpool will not comment on rumors and employees should reiterate, if questioned about specific rumors, that Darkpool does not comment on market rumors or speculation.
b) In the event that material non-public information is inadvertently disclosed or if rumors or unusual market activity indicate that material information about pending developments has been selectively leaked, the IR department must prepare an appropriate public announcement of such material information that should be disclosed to the public as soon as possible, in accordance with this Disclosure Policy.
10) SOCIAL MEDIA
a) Darkpool recognizes that employees may wish to participate in online discussion forums, blogs, social networking and other similar sites for personal and professional development (In addition, Darkpool participates in various online forums, including blogs and social media platforms, as part of its marketing, communications and investor relations strategy). Employees should refer to Darkpool’s Social Media Policy (need to draft one) for specific guidelines and restrictions regarding their use of online forums, blogs, social networking and other similar sites.
11) STATEMENT PREPARATION AND CONTENT
a) Completeness and Accuracy
i) Darkpool statements will be the product of good faith best efforts of all persons involved to present the information fully and fairly.
b) Appropriate Cautionary Language
i) All public disclosures of forward-looking information, oral or written, will include cautionary language that acknowledges the uncertainty of forward-looking statements.
ii) Written statements must be accompanied by the risks that may have a negative bearing on the subject matter of the statement or on Darkpool’s overall performance as it relates to the statement.
iii) Oral statements need only specifically reference the most recent SEC filing that details the applicable “risk factors”.
12) Cautionary Language to Accompany Oral Statements
a) “Various remarks we make about future expectations, plans, and prospects of Darkpool clients constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from expectations, plans, and prospects contemplated in these forward-looking statements as a result of various factors including those discussed in our client’s latest Annual Report on Form 10-K and Quarterly report on Form 10-Q filed with the Securities and Exchange Commision”.
13) CONFERENCE CALLS
a) When hosting a conference call pertaining to the financial results or other significant events of Darkpool Clients, Darkpool will allow any interested investor or press representative to listen to the conference call through either a dial-in number or via link to the conference call. Darkpool will provide advance public notice of the date, time and access procedures of the conference call or webcase by issuing a broadly disseminated press release and posting this information on its’ website and social media. The conference call press release should also state that Darkpool will make a replay of the call available on its website.
b) Darkpool may limit those participants who may ask questions and restrict others’ participation to a listen-only mode. However, Darkpool will not discriminate among persons or groups in determining who may participate.
c) Darkpool will not hold the conference call until after the press release that is subject of the call or webcast has been broadly disseminated.
d) Cautionary Statement Regarding Forward-Looking Information
i) A darkpool spokesperson will begin each conference call by reading the cautionary statement reference in Section 12(a) that warns of the uncertainty of forward-looking statements in light of “risk factors” and identifies the most recent SEC filing detailing those risk factors.
14) EARNINGS GUIDANCE
a) As first mentioned in 4(a)(i)(1), Darkpool will disclose the earnings per share guidance of their Client’s for the fiscal year on an annual basis followed by publicly disclosed quarterly updates or affirmations that generally occur in connection with the public release of Darkpool Client’s quarterly financial information. At the Board’s discretion, Darkpool may also provide the earnings guidance for its’ Clients additional fiscal year or years. At Darkpool’s discretion, Darkpool may at any time update guidance, provide guidance for a longer or shorter time frame, or discontinue or suspend guidance. However, Darpool undertakes no obligation to update any guidance it may provide. Darkpool will publicly announce any earnings guidance or updates, which will be accompanied by safe harbor disclosures for forward-looking statements.
15) QUIET PERIODS
a) Darkpool’s clients will observe a quiet period, during which Darkpool will not comment on their Clients earnings estimates or other prospective financial results for the period, other than through a press release, a current report on Form 8-K or another method compliant with Regulation FD. Darkpool authorized representatives by the Board may also participate in events during the quiet period, but will note that Darkpool’s Client is in its’ quiet period and will not speak to the Client’s financial results or other prospective financial results. The quiet period will begin on the quarter-end date and continue until the Client’s earnings information for the applicable period is made public. Exceptions may occur at Darkpool’s discretion based on a need to discuss breaking news or otherwise as approved by the Darkpool’s Board.
16) EMPLOYEE TRAINING
a) All employees who are authorized to speak to market professionals and investors are required to receive regular training as to their responsibilities, and those of Darkpool, under the securities laws and this Disclosure Policy.
17) ACCOUNTABILITY
a) Darkpool employees and contractors must comply with the standards and expectations in this Disclosure Policy. If an employee or contractor engages in activity that is inconsistent with this policy, the employee may be subject to disciplinary action (up to and including termination) and the contractor may be released.
18) COPYRIGHT NOTICE
a) All rights, including copyright, in the website content and business strategies developed by Darkpool are owned and controlled for these purposes by Darkpool. In accessing our Darkpool website, you agree that you may only download and/or view the content for your own personal, non-commercial use. Except where expressly stated otherwise, without the prior written permission of Darkpool, you are not permitted to copy, broadcast, download, store, adapt or change the content of Darkpool for any other purpose. Exceptional Exposure, Greater Worth
