Management’s Responsibility

The CEO and CFO are primarily responsible for the Company’s communications and engagement with shareholders and the investment community, and they meet frequently with investor representatives to discuss financial and business performance, as well as other items of importance to shareholders. From time to time, the CEO or CFO may authorize certain spokespersons to communicate with the media or the investor community about the Company, consistent with the requirements of applicable law (including SEC Regulation FD), stock exchange rules and any disclosure policies or practices of the Company (collectively, the “Disclosure Policy”).

Board’s Responsibility

The Board is ultimately responsible for the supervision of the discharge by management of its shareholder communication and engagement responsibilities. Management is responsible for reporting to the Board material shareholder comments and feedback it receives.

The Board values open dialogue with shareholders and encourages shareholder participation at the Company’s annual shareholder meeting each year.

The Board believes that, in appropriate cases, Board-level participation in individual or group meetings with shareholders on matters of significance can be an effective means of promoting mutual understanding and enabling the Board to be informed as to shareholder perspectives. The CEO and Audit Committee Chair are expected to engage with shareholders, with the understanding that on certain matters, the Chairs of relevant Board Committees or in certain cases other directors may also be asked to participate. Accordingly, directors may also from time to time participate in an organized and coordinated manner with management in one-on-one meetings or investor events to elicit shareholder views. Shareholders may direct a request for a meeting with independent directors to the attention of the Audit Committee Chair who will consider such request, taking into account the Company’s Disclosure Policy. Any shareholder request should:

  • Explain whether the person(s) making the request is (are) a shareholder or a representative of

shareholders and the level of shareholdings held or represented;

  • Identify the persons wishing to attend the meeting;
  • Provide a description of the topics proposed to be discussed; and
  • Describe any intention or arrangements for communicating the nature and results of the meeting to other persons or groups.

The Board has the right to decline requests for any meetings requested by shareholders for any reason it deems appropriate, including where the proposed topics are not appropriate and in order to limit the number of such meeting requests to a reasonable level and prioritize acceptances based on the interests of all shareholders. The Company’s designated investor relations contact may be asked to attend the meeting in order to confirm compliance with the Company’s Disclosure Policy and other applicable legal requirements, as well as applicable disclosure controls and procedures. In certain cases, directors (and management) may adopt primarily a “listen-only” approach at meetings, and shareholders should recognize that in addition to Board input, the input of management will often be sought as to matters discussed with shareholders.