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- Policy
It is the policy of Technitrol, Inc. (the "Company") to provide timely, fair, consistent, credible, uniform and broad disclosure of information about the Company, in compliance with legal and regulatory requirements, and in consideration of the information needs of the Company's key external stakeholders.
The Company's primary goals for external communication are:
- To coherently explain to the investing public the Company's view of its current and future performance;
- To foster rational, orderly behavior in the capital markets with respect to the trading of Company securities; and
- To enhance and protect the Company's business reputation among all interested parties.
The purpose of this Policy is to establish guidelines by which these goals can be met.
- Activities Covered by this Policy
This policy covers all forms of communication between the Company and external audiences, including annual, quarterly and other periodic reports, press releases, information on Company Internet sites, conference and conference call presentations, and conversations with shareholders, investors, investor analysts, the news media and others in person, by telephone or by other means.
- Responsibilities
- Disclosure Policy Committee. Technitrol's Disclosure Policy Committee consists of the Chief Executive Officer, Chief Accounting/Financial Officer, Corporate Communications Officer and General Counsel. The committee meets on an as-needed basis and is primarily responsible for:
- Developing procedures for public disclosure consistent with this Policy;
- Reviewing external communications, including regulatory filings and news releases prior to dissemination for compliance with this Policy;
- Staying informed of external developments such as regulatory and legal activities that could alter disclosure requirements; and
- Updating or correcting the Company's prior disclosures and other public information if it deems such updates or corrections to be appropriate.
- Authorized Company Spokespersons. The Corporate Communications Officer at Technitrol is the primary Company spokesperson ("Corporate Spokesperson") to external audiences on all subjects regarding Technitrol and its operating units. Other authorized spokespeople are the Chief Executive Officer and the Chief Accounting/Financial Officer. In addition, the Corporate Treasurer is authorized to represent the Company to the creditor and investment banking community - debt-rating agencies, investment banks, credit institutions and other debtholders. All communication between Technitrol and the investment community or the news media shall, whenever possible, be coordinated through the Corporate Spokesperson.
Generally, inquiries from trade media may be handled at the operating level. The Corporate Spokesperson, however, should be notified of a business unit's pending media contacts, interviews and press releases at least 24 hours in advance, in order to assess whether corporate involvement or presence will be necessary.
Technitrol's Corporate Spokesperson is responsible for: adhering to consistent corporate disclosure procedures; scheduling and developing presentations for meetings and other communications with analysts, institutional investors and shareholders; arranging appropriate interviews between these persons and the Company management; responding to all inquiries from the public for additional information; ensuring that the Company's Board of Directors and key members of management receive copies of public disclosures; and monitoring the reporting of these disclosures in the media for accuracy and, if necessary, taking corrective action.
Technitrol's Corporate Spokesperson is also responsible for issuing all corporate press releases. No press release may be issued by an operating unit of Technitrol without the review and approval of the Corporate Spokesperson.
- Designated Spokespersons. In limited circumstances, the Corporate Spokesperson may designate other spokespersons, such as Segment or business unit personnel, to address highly specialized subjects.
- Board Members and All Other Employees. Members of Technitrol's Board of Directors and employees of Technitrol Companies other than the authorized Spokespersons named in Section III(b) shall refer all inquiries from the financial community, shareholders and the news media to Technitrol's Corporate Spokesperson.
- Emergency Response Communication
Accidents and disasters attract media attention wherever they occur. In the event of a plant accident or other major emergency, local management, as part of established contingency plans, should fully brief the Corporate Spokesperson on the situation as soon as possible in order to enable the Spokesperson to alert the Chief Executive Officer and other appropriate members of the corporate staff and to formulate a communication plan of action. If members of the news media are on the scene, the manager in charge should request that they postpone their inquiries for a length of time which, in the opinion of the manager, will allow Company officials to stabilize the situation and attend to any injuries. After that period, media questions may be addressed by the Corporate Spokesperson and the manager in charge. Other Company employees on the scene must direct all external inquiries in these circumstances to either of these officials.
- Communication with Investors
- Fair Disclosure of Material, Non-Public Information. According to federal securities laws, information about a company is material if "there is a substantial likelihood that a reasonable shareholder would consider it important" in making an investment decision or if it "would have been viewed by the reasonable investor as having significantly altered the 'total mix' of information made available." [TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976); Basic v. Levinson, 485 U.S. 224, 231 (1988)]
Members of the Disclosure Policy Committee will communicate and coordinate among themselves to the extent practicable to assure consensus as to what constitutes material information about the Company and the course to be followed in the disclosure of that information. In general, material, non-public information will be disclosed by means of a publicly disseminated press release or in a forum - such as a conference call - to which the full investing public is invited to listen via telephone or the Internet. Calls will be conducted according to guidelines set forth in Section V (B).
In the event of inadvertent disclosure of material, non-public information to a select audience by an authorized Company spokesperson, as defined in Section III (B) above, the Company will disclose such information publicly by means of a press release within 24 hours or before the start of the next trading day on the New York Stock Exchange, whichever is later. The Disclosure Policy Committee will pay particular attention to the possibility of disclosure of such information in response to questions posed in non-public forums.
- Conference Calls. The Company may conduct conference calls with investors following the announcement of quarterly earnings or other material events. Such calls will be telecast simultaneously over the Internet at a location accessible from the home page of the Company's Web site. Conference calls will be announced to the public by means of a press release three to five business days in advance. Access to the calls will be offered to all investors. Advance notification will include the subject of the call and instructions on how to access the call by telephone and/or the Internet. On conference calls, the Company will answer questions only from the investor community, with all other telephone participants in listen-only mode.
- Earnings Estimates. By means of its regular quarterly earnings release and one or more intra-quarter press releases, the Company may, but is not required to, provide an outlook to investors as to estimated earnings in a future period, with corroborating revenue, operating profit and other estimates and assumptions. If provided, a Company outlook should be considered valid only at the time it is announced, and the Company is under no obligation to update it. The Company will use this outlook as the sole basis for discussion about its expectations and will not comment publicly or privately on the projections of investment analysts. Following publication of an updated outlook, Technitrol's Corporate Spokesperson and/or senior management may converse privately with investors, investor analysts, the news media and others. In these conversations, Technitrol may reiterate its latest outlook, which it will make publicly available on the company Web site. No additional material information will be provided without appropriate public disclosure, as described above in Section V (A). The Company will not publish, update or discuss with anyone its business outlook during "quiet periods" as defined in Section V(J) below.
This guidance will be subject to guidelines in this Policy regarding "Fair Disclosure of Material, Non-Public Information" in Section V (A) and "Forward-Looking Statements" in Section V (H).
- Limits on Investment Analyst Guidance. Discussions between securities analysts and Technitrol's Corporate Spokesperson or other authorized spokesperson frequently serve as input for analyst reports on the Company. In these conversations, the Company may convey its views and assumptions about the businesses and markets in which it operates, but in no event will it provide quantitative forecasts of its financial performance or any other material, non-public information in the absence of broad, public disclosure as described in section V(A).
- Review of Draft Analyst Research. The Corporate Spokesperson may be asked to review analyst financial models and draft research reports about the Company. If such a review takes place, it will be for historical factual accuracy only. No quantitative forecasts and no commentary on the analyst's opinions or conclusions will be provided, other than to point out analyst assumptions that may be based on incorrect historical information, or to comment on that which Technitrol does not believe to be material, non-public information. The analyst will be informed that Technitrol does not comment on the accuracy/inaccuracy of any analyst report and disclaims all responsibility with respect thereto.
- No Dissemination of Analyst Reports. No employee or agent of Technitrol or any Technitrol company will externally disseminate research reports on the Company by an investment analyst. Such reports are the property of the sponsoring investment firm, not the Company, and contain opinions, conclusions and/or forecasts that are not necessarily those of Technitrol. Associating Technitrol with the views of investment analysts must always be avoided.
- Discussing Analysts' Earnings Estimates. From time to time, investors inquire as to published analyst earnings estimates for Technitrol. In response to these inquiries, the Corporate Spokesperson may acknowledge and state quarterly and full-year Company earnings estimates while properly attributing them to investor analysts, not the Company. Any comment as to the reasonableness of analyst estimates will be avoided in favor of a discussion of publicly disclosed guidance from the Company as outlined above in Section V(C) ("Earnings Estimates").
- Forward-Looking Statements. From time to time, Technitrol may provide forward-looking information to enable the investment community to better evaluate the Company and its prospects. For example, the Company may make statements and respond to inquiries with respect to: projected revenues, operating profit, earnings and other financial information; performance goals for the current year and within a five-year planning period; pricing and profit margin trends; significant new product developments; projected demand or market potential for products or services; order entry rates and lead times to delivery for the Company's products; avenues of business expansion under investigation; and other subjects. To alleviate misunderstanding, the Company will ensure that forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995 are identified as such. Moreover, such statements will be accompanied by meaningful cautionary language that either a) identifies important factors that could cause actual results to differ materially from expectations conveyed in the statements, or b) incorporates by reference a discussion of risk factors published in the Company's most recent applicable filing with the Securities and Exchange Commission (SEC).
- Quiet Periods. The Company will observe a "quiet period" to begin at the close of business on the final business day of the third week of the third month of a fiscal quarter, continuing until the announcement of earnings for that quarter. During quiet periods, Technitrol personnel will not discuss with outside parties the financial state of the Company or any of its business units for the period about to be reported other than to review business conditions leading into the quiet period. Corporate communication during quiet periods is restricted to information that has previously been disclosed or that is unrelated to the upcoming earnings announcement.
- Rumors and Non-Public Information. It is Technitrol's policy not to comment on questions about non-public information. Technitrol will respond consistently to questions about such information as follows: "It is our policy not to comment about rumors or speculation." Separate stock exchange guidelines may require the Company to make a more definitive statement when it is clear that the Company is the source of rumors that are causing movement in the share price. The General Counsel for the Company will make this determination.
- Use of the Internet. Technitrol will make every reasonable effort to post and update all public information about the Company in a timely fashion on its Internet site. In no circumstances will the Company discuss forward-looking information or engage in investor dialogue via the Internet or electronic mail.
By law, Technitrol's public disclosures must be uniform across all audiences. All directors of Technitrol and employees of Technitrol and all Technitrol Companies are prohibited from posting opinions or non-public information about the Company on Internet bulletin boards, participating in "chat room" discussions concerning the Company, and providing off-line verbal commentary on such postings or discussions. Such acts may qualify as the illegal communication of "inside information" (Refer to Technitrol's Corporate Policy No. 7, "Insider Trading"). Inquiries concerning statements about Technitrol made anonymously over the Internet must be referred to "Investor Relations" (the Corporate Spokesperson). Employees who violate this Policy are subject to disciplinary action, including dismissal.
- Consistent Disclosure Practices in Compliance with Laws and Regulations
Technitrol has developed and intends to maintain a routine procedure for all material disclosures. The procedure consists of drafting a press release, circulating it for review to the Disclosure Policy Committee and other relevant officers or employees to ensure accuracy, alerting the listing stock exchange and disseminating the release through a national wire service and other distribution channels so as to effect broad dissemination to all public entities. When required by law, the Company will file a Form 8-K with the SEC in timely fashion.
Where it deems appropriate, Technitrol will endeavor to include in its press releases and other disclosure documents: (a) appropriate cautionary information; (b) specific time references (rather than indefinite references such as 'currently') to appropriately date the information and minimize the duty to update; and (c) information sufficient to answer likely questions to minimize further inquiry.
From time to time, the Company will amend this Policy and/or its communication practices so as to meet or exceed the compliance requirements of new laws and regulations. For example, pursuant to the 2002 proposed changes to the New York Stock Exchange's disclosure requirements for listed companies, the Company will publish on its Internet site its Statement of Principles governing business ethics and conduct, along with the charters of the key committees of its Board of Directors - the Audit, Compensation and Governance Committees. In addition, under the Sarbanes-Oxley Act of 2002, the Company will post trading activity in Technitrol stock by its officers and directors on its Internet site within two business days of such transaction.
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