Purpose of this Policy
The purpose of this Policy is to set forth certain policies to ensure that:
- the Company complies with its timely disclosure and filing obligations as required under applicable Canadian and United States securities laws, including the BC Act, the Exchange Act, and the rules and policies of the TSX and the NYSE AMERICAN;
- the Company adopts Disclosure Controls and Procedures for the preparation, review, approval and release of Documents and other disclosure matters;
- the Company prevents the Selective Disclosure of Undisclosed Material Information to analysts, institutional investors, market professionals and others;
- Documents released by the Company or Public Oral Statements made by or on behalf of the Company do not contain a Misrepresentation;
- all persons to whom this Policy applies understand their obligations with respect to confidentiality of Undisclosed Material Information;
- all persons to whom this Policy applies who have Undisclosed Material Information are prohibited from trading in securities of the Company or Tipping on such Undisclosed Material Information based on applicable laws, stock exchange rules and this Policy; and
- the Company receives and responds to feedback from its shareholders in a timely and effective manner.
Application of this Policy
- Approval of Core Documents: three members of the Disclosure Committee in writing or present in person or by conference call at the time a meeting is convened shall constitute a quorum for purposes of review and approval of Core Documents in addition to those other individuals or groups identified in Section 6.1;
- Approval of Non-Core Documents: the CEO and one other member of the Disclosure Committee or three members of the Disclosure Committee (other than the CEO) in writing or by conference call at the time a meeting is convened in addition to those other individuals specified in Section 6.1 shall constitute a quorum for purposes of review and approval of Non-Core Documents; and
- Adoption of Disclosure Controls and Procedures and Other Matters: a majority of the members of the Disclosure Committee in writing or present in person or by conference call at the time a meeting is convened shall constitute a quorum for the purposes of reviewing and adopting Disclosure Controls and Procedures in addition to those other matters set out in Section 4.2 herein.
- evaluate the necessity of and timing for making public disclosure of Material Information;
- review and approve (pursuant to Section 4.1(a) and (b), before they are Generally Disclosed, each Document to assess the quality of the disclosures made in the Document including, but not limited to, whether the Document is accurate and complete in all material respects;
- review and approve the Disclosure Controls and Procedures (pursuant to Section 4.1(c) designed to gather the information required to be disclosed in Core Documents;
- establish timelines for the preparation of Core Documents, which timelines shall include critical dates and deadlines during the disclosure process relating to the preparation of drafts, the circulation of drafts, as appropriate, to Company personnel, the Company's independent auditors, independent technical consultants, the Company's external legal counsel, the Audit Committee, and the Board, the receipt of comments and the review of the comments by the Disclosure Committee. Such timetables should allow for circulation of draft Core Documents to the Executive Management, and where appropriate, external legal counsel, technical consultants, the Audit Committee, and the Board sufficiently in advance of the applicable filing deadline in order to enable such persons to review carefully the filing and discuss any questions and comments related thereto;
- make determinations about whether:
- a Material Change has occurred;
- Undisclosed Material Information exists;
- Selective Disclosure has been or might be made; or
- a Misrepresentation has been made;
- oversee the implementation of this Policy and the Company's Disclosure Controls and Procedures;
- educate the Directors, Officers, Employees and Contractors about the matters contemplated by this Policy;
- monitor the effectiveness of, and compliance with, this Policy and report to the chair of the Audit Committee on the operation and effectiveness of this Policy, and recommend any necessary changes to this Policy;
- report to the Board on the nature and quantity of feedback received from shareholders of the Company and the public in general, and any responses to such feedback the Disclosure Committee would recommend; and
- annually review and reassess the adequacy of this Policy and, if necessary, recommend any proposed changes to the Audit Committee for approval such that it complies with changing requirements and best practices.
General Principles of Disclosure of Material Information
- Material Information will be Generally Disclosed immediately;
- Disclosure 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 Generally Disclosed as promptly and completely as favourable information;
- There must be no Selective Disclosure. Undisclosed Material Information must not be disclosed to selected individuals (for example, in an investor meeting or during a telephone conversation with an analyst). If Undisclosed Material Information is inadvertently disclosed, this information must be Generally Disclosed immediately. If the information is inadvertently disclosed during RS business hours, the Company must call RS to discuss and/or discuss a halt in trading while the press release is written;
- In some circumstances involving a Material Change, the Disclosure Committee may determine that disclosure would be unduly detrimental to the Company (for example, if release of the information would prejudice negotiations in a corporate transaction), in which case the information will be kept confidential until the Disclosure Committee determines it is appropriate to publicly disclose. In these circumstances, the Disclosure Committee will cause a confidential Material Change report to be filed with the applicable securities regulators, and will periodically (at least every 10 days) review its decision to keep the information confidential;
- Disclosure should be consistent among all audiences, including the investment community, the media, customers, and employees. Derivative Information which is included in a Document or oral statement, should include a reference identifying the document that was the source of the information;
- Disclosure on the Company's website alone does not constitute adequate disclosure of Material Information; and
- Disclosure of Material Information must be corrected immediately if the Company subsequently learns that earlier disclosure contained a material error at the time it was given.
Procedures Regarding the Preparation and Release of Documents
- The Document must be prepared in consultation with and be reviewed by personnel in all applicable internal departments of the Company, and input from external experts and advisors should be obtained as necessary.
- If a report, statement or opinion of any expert is included or summarized in a Document, the written consent of the expert to the use of the report, statement or opinion or extract thereof and the specific form of disclosure shall be obtained. In addition, the Disclosure Committee must be satisfied that:
- there are no reasonable grounds to believe that there is a Misrepresentation in the part of the Document made on the authority of the expert; and
- the Document fairly represents the expert report, statement or opinion.
- The Company must comply with National Instrument 43-101 Standards of Disclosure for Mineral Projects as well as relevant stock exchange standards.
- If a Document contains any Forward-looking Information this information must be specifically identified as such and include reasonable cautionary language.
- Any Core Document must be reviewed and approved by the Disclosure Committee in accordance with Section 4.1(a), and once approved, must be submitted to the Board or the Audit Committee for approval as follows:
- Core Documents must be provided to the Board sufficiently in advance of the time they are to be filed or released to allow the Board or the Audit Committee to review and comment on such Documents.
- In the case of interim financial statements, annual financial statements and interim and annual MD&A, such Documents must be reviewed and approved by the Audit Committee in accordance with the Audit Committee Charter following or concurrent with approval of the Disclosure Committee and prior to submission to the Board for approval.
- Core Documents that contain technical information about the Company's business must be reviewed and approved by a Qualified Person as per National Instrument 43-101.
- Any Non-Core Document must be reviewed and approved by the Disclosure Committee in accordance with Section 4.1(b), and reviewed and approved by a Qualified Person or the Board or Audit Committee, if applicable, as follows:
- Any press release disclosing technical information about the Company's business must be reviewed and approved by a Qualified Person as per National Instrument 43-101 before being Generally Disclosed.
- Any Non-Core Document disclosing financial results must be reviewed and approved by the Board or the Audit Committee.
Procedures Regarding Public Oral Statements
Capitalized terms not otherwise defined herein shall have the meanings attributed to such terms in Schedule "A".
This Policy applies to the Company and its Subsidiaries, the Disclosure Committee and to Directors, Officers, Employees and Contractors. Each section of the Policy that imposes restrictions and obligations will describe which groups of persons are subject to that section. References in this Policy to "any person to whom this Policy applies" or similar references are intended to include persons in all of the groups above and described in the Definitions to this Policy.
All persons to whom this Policy applies will exercise their powers and discharge their duties and act honestly and in good faith with a view to the best interests of the Company.
4.1 A Disclosure Committee shall be created and consist of the Executive Management, and such other Senior Officers as may be designated by the CEO from time to time and shall be responsible for the implementation of this Policy. The following shall constitute a quorum for the following purposes:
The CEO shall be designated as Chair of the Disclosure Committee. The Disclosure Committee shall appoint a Secretary from among its members.
4.2 The Disclosure Committee shall have the responsibility to:
4.3 The Disclosure Committee shall meet informally as circumstances dictate. Any member of the Disclosure Committee may call a meeting of the Disclosure Committee, with or without notice, to consider any matter within the mandate of the Disclosure Committee.
The Secretary will keep minutes of all meetings of the Disclosure Committee, and minutes shall be distributed to all members of the Disclosure Committee within a reasonable period following the meeting.
4.4 The Disclosure Committee may consult with the Company's external legal counsel and other appropriate expert advisors as it considers necessary in connection with this Policy. Any individual who is not a member of the Disclosure Committee may be invited to attend a meeting of the Disclosure Committee.
Unless otherwise authorized by the Disclosure Committee, only the Spokespersons listed below are authorized to make Public Oral Statements, and otherwise communicate with analysts, the media and investors on behalf of the Company and only with respect to the areas noted opposite their respective names. The list may be changed by the CEO or Disclosure Committee from time to time.
|Chief Executive Officer||All|
|Chief Legal Officer||All|
|Chief Financial Officer||Financial|
|Chief Operating Officer||Operations and Technical|
|Chief Development Officer||Investor Relations and as authorized by the CEO or the Board|
|Vice-President, Finance||Financial and as authorized by the CEO or the Board|
|Vice-President, Corporate Social Responsibility||Corporate Social Responsibility|
4.5 A Spokesperson may, from time to time, designate in writing, with the prior approval of the CEO or the Disclosure Committee, any other person to speak on behalf of the Company as back-ups or to respond to specific inquiries.
4.6 The Disclosure Committee may also engage or employ investor relations personnel or consultants from time to time whose name(s) and contact information will be listed in the Company's press releases and on its website. These investor relation persons will be instructed to make, on behalf of the Company, only those statements that have been previously authorized by a Spokesperson. In addition, these investor relations persons will be instructed to report to the Disclosure Committee on the feedback received from shareholders.
4.7 Any person (other than a Spokesperson) to whom this Policy applies who is approached by the media, an analyst, investor or any other member of the public to comment on Material Information concerning the business and affairs of the Company, must immediately refer all inquiries to the CEO or applicable Spokesperson.
5.1 In complying with the requirement to immediately disclose all Material Information under applicable laws and stock exchange rules, the Company will adhere to the following basic disclosure guidelines:
6.1 Prior to the time that any Document is to be released to the public, filed with the BCSC, SEC or any other securities regulatory authority in Canada or the United States or filed on SEDAR or EDGAR, the following procedures must be observed:
7.1 The following procedures should be observed in respect of any Public Oral Statements made by or on behalf of the Company:
such Public Oral Statements should be made only by the Spokespersons in accordance with Section 4.5;
- any Public Oral Statement referring to a statement, report or opinion of an expert in whole or in part must have the prior consent of said expert prior to a Spokesperson making a Public Oral Statement related thereto;
the Spokespersons must ensure that any Public Oral Statements on behalf of the Company do not contain a Misrepresentation and comply with Section 14 (Confidentiality of Undisclosed Material Information) and Section 8 (Forward-looking Information) and other regulatory requirements, and Spokespersons should normally script their comments and prepare answers to anticipated questions in advance of the meeting or conference;
any Undisclosed Material Information that is contained in the script must be Generally Disclosed before the meeting or conference or deleted from the script if it is premature for the information to be Generally Disclosed;
after the Public Oral Statements are made, the Company's participants should normally meet and review the disclosures made during the course of the meeting or conference to determine if any Undisclosed Material Information was unintentionally disclosed;
if Undisclosed Material Information was disclosed, the participants must advise a member of the Disclosure Committee, who shall take immediate steps to ensure that the information is Generally Disclosed, and pending the Undisclosed Material Information being Generally Disclosed, the Company must contact the parties to whom the Undisclosed Material Information was disclosed and inform them (1) that the information is Undisclosed Material Information and (2) of their legal obligations with respect to the Undisclosed Material Information.
7.2 Where a Public Oral Statement contains Forward-looking Information, the Spokesperson shall, prior to making such a Public Oral Statement make the following cautionary statement indicating that the Public Oral Statement contains Forward-looking Information:
"Some of my commentary may contain Forward-looking Information; therefore, you are cautioned that the Company's actual results could differ materially from my conclusions, forecasts, or projections. I refer you to the section entitled "Risk Factors" in our most recent annual information form and MD&A available on SEDAR which sets out certain Material Facts that could cause actual results to differ."
8.1 A consistent approach to disclosure is important. Should the Company elect to disclose Forward-looking Information in continuous disclosure Documents, speeches, conference calls, etc., the following guidelines must be observed and are necessary in order to qualify for safe harbour protection under amendments to the Securities Act (Ontario) which extend statutory civil liability to secondary market disclosures for any "reporting issuer" (which includes all TSX-listed issuers):
- All material Forward-looking Information will be Generally Disclosed and will be Generally Disclosed only if there is a reasonable basis for drawing the conclusions or making the forecasts and projections set out in the Forward-looking Information;
- In the event that a Document contains any Forward-looking Information, the Document should include:
- reasonable cautionary language identifying the Forward-looking Information;
- the material risk factors that could cause actual results to differ materially from expected results from a conclusion, forecast or projection in the Forward-looking Information;
- a statement of the assumptions that were applied in the Forward-looking Information; and
- a statement that Forward-looking Information will not necessarily be updated.
8.2 Once disclosed, the Company's practice for updating Forward-looking Information will be to regularly assess whether previous statements of Forward-looking Information should be replaced by new Forward-looking Information, and ensure that past disclosure of Forward-looking Information is accurately reflected in current MD&A.
Disclosure Controls and Procedures
The following Disclosure Controls and Procedures of the Company have been reasonably designed to ensure that information required to be disclosed is recorded, processed, summarized and reported on a timely basis:
- The CEO or other member of the Disclosure Committee designated by the CEO shall assign responsibility to the appropriate individuals to draft the required Documents disclosing the material public disclosures of the Company and shall develop a timeline to ensure the drafting and review is conducted in a timely manner.
- All personnel who are requested to have direct input into the preparation of Core Documents will be provided with instructions and such other additional information as they may require to ensure that they are familiar with the Company's obligations, the importance of compliant and accurate disclosure and the reliance which is being placed upon them.
- The Disclosure Committee shall meet as many times as may be necessary to review the draft Document disclosure and consider all comments raised by other reviewers.
- Concerns will be addressed with external legal counsel and the independent auditors, as necessary.
- To serve as an additional record of the procedures employed, and to emphasize the importance of accurate and reliable information in the Company's material public disclosures, the Disclosure Committee may ask the appropriate members of the Executive Management to provide a disclosure certification regarding the filing of a Core Document in a form to be approved by the Disclosure Committee.
- On an annual basis, and prior to completion of the annual filings, the Disclosure Committee may report to the Board:
- that it has reviewed the Disclosure Controls and Procedures;
- the Disclosure Committee's findings and conclusions regarding the effectiveness of the Company's Disclosure Controls and Procedures; and
- the Disclosure Committee's assessment of the quality of the disclosures made in the Company's Core Documents;
- If for any reason the Disclosure Committee cannot agree upon their report, it may meet with the Board to discuss its procedures and the issues which remain outstanding.
and the Disclosure Committee may meet with the Board to discuss any questions, which the Board may have, and to report in person, upon the request of the Board.
Timely Disclosure of Material Information
10.1 Any person to whom this Policy applies who becomes aware of information that has the possibility of being Material Information must immediately disclose that information to the CEO or another member of the Disclosure Committee, and the CEO or such other member of the Disclosure Committee shall advise the Disclosure Committee. Schedule "B" attached hereto lists examples of Material Information.
10.2 Upon the occurrence of any change that may constitute a Material Change in respect of the Company, the Disclosure Committee, in consultation with such other advisors as it may consider necessary, shall:
consider whether the event constitutes a Material Change;
if it does constitute a Material Change, prepare a press release and a Material Change report describing the Material Change as required under applicable laws;
determine whether a reasonable basis exists for filing the Material Change report on a confidential basis. In general, filings will not be made on a confidential basis although, in exceptional circumstances (such as disclosure related to a potential acquisition), confidential disclosure may be appropriate;
to the extent practicable, circulate the draft press release to the members of the Board and senior management together, if applicable, with the recommendation that it be filed on a confidential basis;
following approval by the Disclosure Committee, either (a) Generally Disclose the event and file the Material Change report in compliance with applicable securities laws, including the BC Act; or (b) file the Material Change report on a confidential basis and when the basis for confidentiality ceases to exist, and the event remains material, Generally Disclose the event and file a Material Change report. During the period of time while a confidential Material Change has not been publicly disclosed, the Company shall not release a Document or make a Public Oral Statement regarding the Undisclosed Material Information or the Material Change.
10.3 Press releases disclosing Material Information will be transmitted to the TSX, the NYSE AMERICAN, and relevant regulatory bodies and major news wire services that disseminate financial news to the financial press. Press releases must be pre-cleared by the TSX if issued during trading hours and should otherwise also be pre-cleared where practical.
Internet Chat Rooms and Bulletin Boards
11.1 Any person to whom this Policy applies shall not discuss or post any information relating to the Company or any of its Subsidiaries or trading in securities of the Company in internet chat rooms, social media, newsgroups, or bulletin boards unless authorized by the Disclosure Committee.
Use of Twitter, Facebook and LinkedIn for Investor Relations Communications
12.1 Twitter, Facebook and LinkedIn are approved as channels for investor communication per Item 11.1 as long as such communication is in full compliance with all other items of the Disclosure Policy. Twitter, Facebook and LinkedIn are approved only as an outbound communication tool and no responses or postings are allowed including responses to other Tweets.
12.2 Investor relations will utilize Twitter, Facebook and LinkedIn, per above, to communicate the following :
- News releases (after wire service distribution)
- Conference call (timing announcement & playback links)
- Events announcements and reminders
- Photo postings
- Non-material achievements and milestones
- Such other matters as may be approved by the Disclosure Committee
12.3 The Chief Development Officer will manage the Nevsun Twitter, Facebook and LinkedIn pages content and design. Links to the Twitter and LinkedIn pages can be included on the corporate website.
12.4 All inquiries will be directed to normal Email inquiry channels and responded to, if appropriate to do so, like any other investor inquiry. To be clear, no responses will be permitted on the social media platform unless approved by the Disclosure Committee.
12.5 Investor Relations will establish procedures to ensure Tweets, Facebook posts and LinkedIn posts are approved before distribution on the same basis as approval of Non-Core Documents per Item 4.1(b).
Use of Other Video and Image Posting Sites and Services
13.1 Other video and image posting sites, such as Slideshare, YouTube, Vimeo etc. ("Media Posting Sites") are approved as channels for hosting Nevsun images and videos including captions as long as such postings are in full compliance with all items of the Disclosure Policy. Media Posting Sites are only approved as outbound communication tools and no responses or written postings other than the initial approved caption are allowed, including responses to comments per Item 11.1.
13.2 Investor Relations will establish procedures to ensure Media Posting Sites posts are approved before distribution on the same basis as approval of Non-Core Documents per Item 4.1(b).
Use of Other Social Media Platforms
14.1 No other social media platforms are approved for use in investor relations purposes without approval of the Disclosure Committee per Item 11.1.
No person to whom this Policy applies shall comment on rumours unless that person is designated by the Disclosure Committee to be the Spokesperson. Spokespersons should respond consistently to any rumours regarding the Company, saying, "It is our policy not to comment on market rumours or speculation." If the TSX or a securities regulatory authority requests that the Company make a statement in response to a market rumour, the CEO or the Disclosure Committee will consider the matter and determine the appropriate response.
16.1 The Disclosure Committee is responsible for reviewing Material Information to be included on the Company's website. The Chief Development Officer shall be responsible for maintaining the Company's website, including obtaining approvals from the Disclosure Committee of changes to Material Information on the website. The Company's website must be maintained in accordance with the following:
- the following information must be included on the website:
- all press releases or a link to those press releases; and
- all Material Information that has previously been Generally Disclosed, including, without limitation, all Documents filed on SEDAR or EDGAR or a link to those Documents on SEDAR or EDGAR;
- the following additional information may be included on the website:
- all non-Material Information that is given to analysts, institutional investors and other market professionals (such as fact sheets, fact books, corporate profiles or summaries, slides of investor presentations, materials distributed at analyst and industry conferences), provided it has been reviewed and approved by the Disclosure Committee;
- information relevant to public press releases; and
- web replays of shareholder meetings or analysts' conferences.
- the website must contain an email link to one or more investor relations contacts for the Company to facilitate communication with investors;
- the website must include a notice that advises the reader that the information was accurate at the time of posting, but may be superseded by subsequent disclosures;
- inaccurate information must be promptly removed from the website and a correction must be posted;
- information contained on the website must be removed or updated when it is no longer current;
- list of all analysts known to follow the Company may be posted on the investor relations page, but analysts' reports must not be posted on the Company's website or linked to the Company's website without complying with applicable TSX guidelines including the following: clearly identifying that the report is authored by a third party and the information contained therein does not necessarily represent the views of the Company, posting all updates to the report, and posting all analyst reports that management of the Company is aware of, rather than just the preferred ones;
- all links from the Company's website must be approved by the Disclosure Committee and all links must include a notice that advises the reader that he or she is leaving the Company's website and that the Company is not responsible for the contents of the other site; and
- no links will be created from the Company's website to chat rooms, newsgroups or bulletin boards.
Confidentiality of Undisclosed Material Information
17.1 Any person to whom this Policy applies and who has knowledge of Undisclosed Material Information must treat the Undisclosed Material Information as confidential until the Undisclosed Material Information has been Generally Disclosed.
17.2 Undisclosed Material Information shall not be disclosed to anyone except in the necessary course of business. If Undisclosed Material Information has been disclosed in the necessary course of business, anyone so informed must clearly understand that it is to be kept confidential, and, in appropriate circumstances, execute a confidentiality agreement. Schedule "C" attached hereto lists circumstances where securities regulators believe disclosure may be in the necessary course of business. When in doubt, all persons to whom this Policy applies must consult with the CEO to determine whether disclosure in a particular circumstance is in the necessary course of business. For greater certainty, disclosure to analysts, institutional investors, other market professionals and members of the press and other media will not be considered to be in the necessary course of business. Tipping is prohibited.
17.3 In order to prevent the inadvertent disclosure of Undisclosed Material Information, the procedures set forth below should be observed at all times:
- Documents and files containing confidential information should be kept in a safe place to which access is restricted to individuals who "need to know" that information in the necessary course of business and code names should be used if necessary;
- Confidential matters should not be discussed in places where the discussion may be overheard;
- Transmission of Documents containing Undisclosed Material Information by electronic means will be made only where it is reasonable to believe that the transmission can be made and received under secure conditions such as a dedicated server; and
- Unnecessary copying of Documents containing Undisclosed Material Information must be avoided and extra copies of Documents must be promptly removed from meeting rooms and work areas at the conclusion of the meeting and must be destroyed if no longer required.
18.1 During a Quiet Period, no Person to whom this Policy applies shall provide any Forward-looking Information relating to the business and affairs of the Company or any of its Subsidiaries, including earnings guidance or comments with respect to the financial results for the current fiscal quarter or current fiscal year. Notwithstanding these restrictions, the Disclosure Committee may authorize the Forward-looking Information to be Generally Disclosed during the Quiet Period when the Forward-looking Information constitutes Undisclosed Material Information. During a Quiet Period, Spokespersons may respond to unsolicited inquiries about information either that is not Material Information or that has been Generally Disclosed.
Contact With Analysts, Investors and the Media
19.1 If the Company intends to discuss Material Information at an analyst or shareholder meeting or a press conference or conference call, the discussion must be preceded by a press release of the Undisclosed Material Information.
19.2 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 individually or in small groups as needed and will initiate contacts or respond to analyst and investor calls in a timely, consistent and accurate fashion in accordance with this Policy. All analysts will receive fair treatment regardless of whether they are recommending buying or selling the Company's securities.
19.3 The Company should not alter Material Information by breaking down the information into smaller, non-material components with analysts or shareholders if there is risk that Material Information could be taken out of the context in which it was presented or could result in a misinterpretation of that Material Information.
19.4 The Company will provide the same sort of detailed, previously disclosed information to individual investors or reporters that it has provided to analysts and institutional investors and may post this information on its website.
19.5 To protect against Selective Disclosure, the procedures outlined in Section 7 (Procedures Regarding Public Oral Statements) should be followed.
19.6 Spokespersons will keep notes of telephone conversations with analysts and investors and when practicable more than one Company representative should be present at all individual and group meetings. A debriefing will be held after these meetings and if it is determined that Selective Disclosure of previously Undisclosed Material Information has occurred, the Company will Generally Disclose the information immediately.
19.7 Members of the media should not receive Undisclosed Material Information on an exclusive, embargoed or selective basis. They will receive Undisclosed Material Information at the same time as everyone else: when the announcement is Generally Disclosed. Company Spokespersons will keep notes of telephone conversations with reporters and will follow up with reporters when there is an inaccuracy in an article, in order to set the record straight, and ensure that the same error does not recur in future articles.
20.1 When reviewing analysts' reports, comments by or on behalf of the Company must be limited to assessing factual information that has been Generally Disclosed that may affect an analyst's model and pointing out inaccuracies or omissions with respect to factual information that has been Generally Disclosed. Any comments must contain a disclaimer that the report was reviewed for factual accuracy only. No comfort or guidance shall be expressed on the analysts' earnings models or earnings estimates and no attempt shall be made to influence an analyst's opinion or conclusion.
20.2 Analyst reports are proprietary products of the analyst's firm. Distributing, referring to or providing links to analyst reports may be viewed as an adoption or endorsement by the Company of the reports. For these reasons, the Company will not provide analyst reports through any means generally to employees or to persons outside of the Company or post such reports on its website. Notwithstanding the foregoing, the Company will distribute analyst reports to its directors and Senior Officers to monitor the communications of the Company and to assist them in understanding how the marketplace values the Company and how corporate developments affect the analysis.
20.3 Analyst reports may also be provided to the Company's financial and professional advisors in the necessary course of business. The Company may post on its website a complete listing, regardless of the recommendation, of all the investment firms and analysts who provide research coverage on the Company. If provided, this list will not include links to the analysts' or any other third party websites or publications.
21.1 Conference calls may be held for quarterly earnings and major corporate developments, accessible simultaneously to all interested parties, some as participants by telephone and others in a listen-only mode by telephone, or via a webcast over the Internet. Any such call will be preceded by a press release containing all relevant Material Information. At the beginning of the call, a Spokesperson will provide appropriate cautionary language regarding any Forward-looking Information and direct participants to publicly available Documents containing the assumptions, sensitivities and a full discussion of the risks and uncertainties applicable to the Company.
21.2 The Company will provide advance notice of the conference call and webcast by issuing a press release announcing the date, time and topic, and providing information on how interested parties may access the call or webcast. These details will be provided on the Company's website. In addition, the Company may send invitations to analysts, institutional investors, the media and others. Any non-material supplemental information provided to participants will also be posted to the website for others to view.
21.3 A tape replay of the conference call will be made available for a reasonable time to be determined by the Disclosure Committee, and an archived audio webcast and/or text transcript will be made available on the Company's website for a reasonable time.
22.1 To demonstrate our determination and commitment to the purposes of this Policy, the Company asks each Director, Officer, Employee and Contractor to review this Policy periodically throughout the year. Take the opportunity to discuss with the Disclosure Committee any circumstances that may have arisen that could be a breach of this Policy.
22.2 All Directors, Officers, Employees and Contractors of the Company are to be given a copy of this Policy.
Non compliance with this Policy is a serious breach of the terms and conditions of engagement and will be dealt with accordingly.
This Disclosure Policy was revised and adopted by the Board of Directors effective December 8, 2017.
RECEIPT AND ACKNOWLEDGEMENT
I,___________________________________, hereby acknowledge that I have received
a copy of the Disclosure Policy of Nevsun Resources Ltd. and agree to comply with its terms.I understand that violation of the terms of the above-noted Policy may subject me to discipline by the Company up to and including termination.
Signature___________________________________ | Date___________________________________
"Audit Committee" means the committee of Nevsun's Board of Directors that is responsible for, amongst other matters, overseeing the Company's financial reporting process, internal controls and disclosure controls.
"BC Act" means the Securities Act (British Columbia).
"BCSC" means the British Columbia Securities Commission.
"Board of Directors" or "Board" means the Board of Directors of Nevsun Resources Ltd.
"Chair" means the chair of the Disclosure Committee.
"Company" means Nevsun Resources Ltd., and Companies means all of Nevsun Resources Ltd. and its Subsidiaries.
"Core Documents" means annual financial statements, interim financial statements, MD&A, annual information form, prospectuses, take-over bid circulars, issuer bid circulars, directors' circulars, rights offering circulars, information circular, and business acquisition reports.
"Derivative Information" means information extracted from a Document filed on behalf of another person or company.
"Directors, Officers, Employees and Contractors" means a director, an officer and a manager (or other employee acting in a management-like capacity) of the Company or its Subsidiaries, an employee working at an office of the Company or its Subsidiaries, and may also include an independent contractor if the Disclosure Committee determines that it is appropriate based on the duties such contractor has been retained to provide.
"Disclosure Committee" means a committee created pursuant to Section 4.1 (Disclosure Committee) that is responsible for the implementation of this Policy.
"Disclosure Controls and Procedures" means the guidelines, controls and procedures that are designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported within the specified time periods.
"Document" means any public written communication, including Core Documents and Non-Core Documents or other communication prepared and transmitted in electronic form:
that is required to be filed with the BCSC, any other securities regulatory authority in Canada on SEDAR or otherwise;
that is required to be filed with the SEC, any other securities regulatory authority in the United States on EDGAR or otherwise;
that is filed or required to be filed with any stock exchange or similar institution under its bylaws, rules or regulations; or
that is otherwise prepared to provide information about the Company to investors or the public, the content of which would reasonably be expected to effect the market price or value of the securities of the Company.
"EDGAR" means the Electronic Data Gathering, Analysis and Retrieval system.
"Exchange Act" means the United States Securities Exchange Act of 1934.
"Executive Management" means the CEO, CLO, COO, and the CFO.
"Forward-looking Information" means all disclosure regarding possible events, conditions or results (including future-oriented financial information with respect to prospective results of operations, a prospective financial position or prospective changes in financial position that is based on assumptions about future economic conditions and courses of action) of the Company in the future, including a forecast or a projection (i.e., the discussion of future trends and prospects for the Company in its MD&A).
"Generally Disclosed" means broadly disseminated to the public through SEDAR, EDGAR or by press release.
"Material Change" means a change in the business, operations or capital of the Company that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the Company and includes a decision to implement such a change made by the Board or by senior management of the Company who believe that confirmation of the decisions by the Board is probable.
"Material Fact" means a fact that significantly affects, or could reasonably be expected to significantly affect, the market price or value of the securities of the Company.
"Material Information" means any information (including Material Facts and Material Changes relating to the business and 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 a reasonable investor's investment decisions.
"MD&A" means Management's Discussion and Analysis.
"Misrepresentation" means an untrue statement of a Material Fact, or an omission to state a Material Fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it is made.
"Non-Core Documents" means press releases, investor presentations or other written material containing technical or financial information regarding the Company that may be disseminated to the public which has not been previously disseminated or approved by the Disclosure Committee.
"NYSE AMERICAN" means the New York Stock Exchange American LLC.
"Policy" means the Nevsun Disclosure Policy, as amended from time to time.
"Public Oral Statement" means any oral statement made in circumstances in which a reasonable person would believe that information contained in the statement will become Generally Disclosed and includes speeches, presentations, press conferences, interviews and discussions with analysts where the Company's business and affairs, prospects or financial condition are discussed.
"Quiet Period" means each period (a) beginning on the first day that preliminary financial results are available for each fiscal quarter and each fiscal year, and (b) ending when the financial results for that quarter or year have been Generally Disclosed by way of a press release.
"RS" means Market Regulation Services, Inc.
"SEC" means the United States Securities and Exchange Commission.
"Secretary" means the Secretary of the Disclosure Committee.
"SEDAR" means the System for Electronic Document Analysis and Retrieval.
"Senior Officer" means:
- the chair or a vice-chair of the Board of Directors of the Company or any of its Subsidiaries, the President, CEO, CLO, COO, CFO, CDO, a Vice-President, the Corporate Secretary of the Company or any of its Subsidiaries or any of their operating divisions; or
- any other individual who performs functions for the Company or any of its Subsidiaries similar to those normally performed by an individual occupying any of the offices listed in (1) above.
"Selective Disclosure" means disclosure to any person or select group (including investment analysts and the media) of Material Information that has not been Generally Disclosed; a prohibited activity.
"Spokespersons" means those individuals identified in Section 4.5 of this Policy.
"Subsidiary" means a company that is controlled by (1) another company, (2) another and one or more companies, each of which is controlled by that other company, or (3) two or more companies, each of which is controlled by that other; or it is a subsidiary of a company that is that other's subsidiary. In general, a company will control another company when the first company owns more than 50% of the outstanding voting securities of that other company.
"Tipping" means the disclosure of Undisclosed Material Information to third parties outside the necessary course of business.
"TSX" means the Toronto Stock Exchange.
"Undisclosed Material Information" means Material Information about the Company that has not been Generally Disclosed.
Examples of Information That May Be Material
(Based on National Policy 51-201 and
Section 410 of the Toronto Stock Exchange Company Manual)
Changes in corporate structure
- changes in share ownership that may affect control of the company
- changes in corporate structure such as reorganizations, amalgamations, or mergers
- take-over bids, issuer bids, or insider bids
Changes in capital structure
- the public or private sale of additional securities
- planned repurchases or redemptions of securities
- planned splits of common shares or offerings of warrants or rights to buy shares
- any share consolidation, share exchange, or stock dividend
- changes in a company's dividend payments or policies
- the possible initiation of a proxy fight
- material modifications to the rights of security holders
Changes in financial results
- a material increase or decrease in near-term earnings prospects
- unexpected material changes in the financial results for any period
- material shifts in financial circumstances, such as cash flow reductions, major asset write-downs
- material changes in the value or composition of the company's assets
- any material change in the company's accounting policies
Changes in business and operations
- any development that materially affects the company's resources, technology, products or markets
- material changes in capital investment plans or corporate objectives
- major labour disputes or disputes with major contractors or suppliers
- significant new contracts, products, patents, or services or significant losses of contracts or business
- significant material discoveries
- changes to the Board or Executive Management, including the departure of the company's board chair, CEO, CLO, CFO, COO or president (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 the company's securities or their movement from one quotation system or exchange to another
- any other developments relating to the business and affairs of the company that would reasonably be expected to materially affect the market price or value of any of the company's securities or that would reasonably be expected to have a material influence on a reasonable investor's investment decisions
Acquisitions and dispositions
- material acquisitions or dispositions of assets, property or joint venture interests
- material acquisitions of other companies, including a take-over bid for, or merger with, another company
Changes in credit arrangements
- the borrowing or lending of a material amount of money
- any mortgaging or encumbering of material company 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
- material new credit arrangements
Examples of Disclosures That May Be Necessary in the Course Of Business
(Reproduced from National Policy 51-201)
- vendors, suppliers, or strategic partners on issues such as exploration and development, sales and marketing, and supply contracts
- employees, officers and directors
- lenders, legal counsel, auditors, underwriters, and financial and other professional advisors to the company
- parties to commercial negotiations
- labour unions and industry associations
- government agencies and non-governmental regulators
- credit rating agencies (provided that the information is disclosed for the purpose of assisting the agency to formulate a credit rating and the agency's ratings generally are or will be publicly available)
Disclosures in connection with a private placement
- parties to a private placement
- controlling shareholders