Disclosure Policies
Serebra's disclosure policies cover disclosure to the investment community, the press, industry consultants and other audiences. The purpose of this policy is to govern the disclosure of material, non-public information in a manner designed to provide broad, non-exclusionary distribution of information so that the public has equal access to the information.
Another purpose of the policy is to ensure that Serebra Learning Corporation complies with applicable laws, including any recent changes, adjustments and additions to the rules and regulations governing disclosure of material and non-public material information to the investment community.
Material Information
Any information concerning the company is considered material if there is a substantial likelihood that a reasonable investor would consider it important in determining whether to buy, sell, hold, or engage in other transactions concerning the company's securities. Although not intended to be a comprehensive list, the following are examples of information that could be material depending on its scale and magnitude:
- Quarterly or annual earnings or operational results or projections
- Mergers, acquisitions, joint ventures, divestitures, or other changes in company assets
- Management changes or changes in control
- Public or private sale of additional securities
- Major litigation pending or threatened
- New products, discoveries, patents or developments regarding customers or suppliers
- Change in auditors and agreements/disagreements with auditors
Disclosures to the Investment Community
Disclosures of material, non-public information to the investment community will be coordinated with Serebra's Chief Financial Officer and shall be made in one or more of the following methods:
- a press release which is distributed in a manner designed to ensure wide dissemination
- a conference call and/or webcast or other meeting that is designed to provide broad, non-exclusionary distribution of the information to the public and to which the public has been provided adequate notice of the call or meeting and reasonable means for accessing it.
Authorized Spokespersons for Disclosures to the Investment Community
Only the following authorized spokespersons may discuss material information with the institutional and individual investment community:
- Ted Moorhouse, Chairman & CEO
Other employees may be designated by either of the above-authorized spokespersons for a limited, specific communication only, including but not limited to an investor conference, a group meeting or a one-on-one meeting. Following the occurrence of the limited, specific communication, the employee's designation shall expire.
Employees and company representatives (other than the above authorized spokespersons) receiving any inquires from the investment community shall not respond to such inquiries other than to refer the inquirer to the President of Serebra Learning Corporation.
All Serebra meetings with members of the investment community shall be attended by at least one of the following:
- Ted Moorhouse, Chairman & CEO
Exceptions to this policy may be authorized only by an authorized spokesperson.
Disclosures to Audiences other than the Investment Community
Disclosures of material, non-public information to audiences other than the investment community, including the press and industry consultants, shall be consistent with disclosures to the investment community and shall be discussed only by one or more of the following:
- Ted Moorhouse, Chairman & CEO
- Brian Taylor, Vice President, Development
Disclosure of Material Non-Public Information in Advance of Public Announcement
Any disclosure of material non-public information by an authorized spokesperson, which is made in advance of the public announcement of such information, shall only be made pursuant to an appropriate confidentiality arrangement or to a person who owes a duty of trust and confidence to the company, such as a lawyer, investment banker or accountant retained by the company.
Review of Financial Models
Financial models may be reviewed and commented upon only by the authorized spokespersons for disclosures to the investment community. Company comments on these models will be limited to the following:
- Corrections of inaccurate historical public information;
- Deviations from information and projections the company has publicly issued, specifying, without reaffirming, the date and/or occasion of such issuance;
- Non-material information, whether in the public domain or not; and
- Industry-related information.
Information not to be Disclosed
Our policy at Serebra is not to disclose any information that could be:
- Very useful to a competitor, to someone negotiating with the company, or in litigation with Serebra;
- Contrary to senior management statements on strategy, the state of current business, or the business outlook;
- An embarrassment to Serebra, its customers or suppliers;
- Unfair and unfair disparagement to competitors; or
- Unintentional disclosure of material non-public information.
Communication and Disclosure of this Policy
The company has posted this policy on the Serebra corporate web site for reference by the investment community and the general public.