Investor Relations Policy

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---
schema: foundry-doc-v1
title: "Investor Relations Policy"
slug: investor-relations-policy
category: governance
type: topic
content_type: topic
quality: complete
short_description: "The structure and purpose of a formal investor relations policy: preventing selective disclosure, designating authorised spokespersons, establishing quiet periods, and managing guidance within the continuous disclosure framework of NI 51-102 and CSA National Policy 51-201."
status: active
bcsc_class: public-disclosure-safe
language_protocol: PROSE-TOPIC
last_edited: 2026-06-30
editor: woodfine-editorial
paired_with: investor-relations-policy.es.md
---

An investor relations policy is the internal governance document through which a
[[regulated-reporting-entity|reporting issuer]] regulates the flow of information between the organisation and the investment community:
analysts, institutional shareholders, individual investors, and financial media. The policy
does not create disclosure obligations that are not already established by applicable securities
law; rather, it operationalises those obligations, designates the individuals authorised to
speak on behalf of the issuer, and establishes the procedures that prevent inadvertent
selective disclosure — which would violate both the spirit and the letter of the [[about-disclosure-obligations|continuous
disclosure framework]].

## Selective disclosure and fair access

The foundational concern that an investor relations policy addresses is selective disclosure:
the communication of material non-public information to one or more investors or analysts
without simultaneous public disclosure of the same information. Selective disclosure violates
the fair access principle of securities law. In Canada, the primary mechanism for preventing
selective disclosure in practice is CSA National Policy 51-201 *Disclosure Standards*, which
provides guidance to issuers on the circumstances under which communications with analysts and
institutional investors could constitute improper selective disclosure, and sets out best
practices for managing those interactions.

## Designated spokespersons

The investor relations policy designates by title a limited set of individuals authorised to
speak on behalf of the issuer on matters of substance to investors. Typically, the designated
spokespersons are the Chief Executive Officer, the Chief Financial Officer, and the director
or officer holding primary responsibility for investor relations. All enquiries from analysts,
investors, and financial media concerning the issuer's financial results, business strategy,
market position, or forward-looking guidance are directed to one of these designated individuals.

### Spokesperson restriction as disclosure control

No other employee, director, or officer responds to investor enquiries on substantive matters.
This restriction is not a matter of protocol courtesy; it is a disclosure control. The risk
of selective disclosure arises precisely when individuals without full awareness of what has
been publicly disclosed speak spontaneously with an analyst or investor. By concentrating
all substantive external communications in designated spokespersons who are trained on the
policy and who are briefed on the current state of public disclosure before any investor
interaction, the issuer reduces the risk of an inadvertent material disclosure occurring in
an uncontrolled channel.

## Quiet periods

The investor relations policy establishes a quiet period in advance of each scheduled earnings
release. A standard quiet period begins three weeks before the last day of each fiscal quarter
and ends immediately following the issuance of the earnings [[press-releases|press release]] for that quarter.
During the quiet period, designated spokespersons refrain from meeting with analysts or
investors and decline to discuss or confirm analyst earnings estimates, revenue expectations,
or any other forward-looking information that has not been publicly disclosed.

### Purpose and scope of the restriction

The purpose of the quiet period is twofold. First, it protects the issuer against the risk of
confirming or denying analysts' estimates — which would constitute providing guidance through
selective channels — at the moment when internal reporting is being consolidated and when
management is most likely to have precise knowledge of the quarter's actual financial outcome.
Second, it creates a predictable, publicly understood period during which all market participants
know that the issuer will not communicate through private channels, reducing the risk of
rumour-driven trading activity.

The issuer may, during a quiet period, respond to factual questions about previously disclosed
historical information, acknowledge publicly available documents, and maintain its normal
course of business communications. The restriction applies specifically to statements that
could constitute guidance, confirmation of estimates, or disclosure of information not yet
publicly filed.

## Guidance policy

A guidance policy specifies when the issuer provides forward-looking financial guidance to the
market, in what form, with what caveats, and under what circumstances previously provided
guidance is updated or withdrawn. Guidance is not required by NI 51-102; it is a voluntary
disclosure. However, once guidance has been provided, the continuous disclosure obligations
of NI 51-102 apply to it: if a [[about-material-change-reporting|material change]] occurs that makes previously disclosed guidance
no longer reasonable, the issuer must update or withdraw the guidance through a public filing
or press release.

### Business outlook approach for new issuers

For new reporting issuers without a track record of earnings guidance, a common approach is
to provide guidance in the form of a business outlook in the annual MD&A — describing expected
revenue ranges, capital expenditure plans, and key operating assumptions for the coming year —
rather than providing quarterly earnings per share targets. This approach provides investors
with the context they need to develop their own models while avoiding the obligation to update
guidance every quarter as conditions change.

### Updating or withdrawing guidance

If guidance is provided and subsequently becomes unreliable before the next scheduled disclosure,
the issuer must decide whether the change is material. If it is material, an immediate press
release updating or withdrawing the guidance is required. This determination is made by the
Chief Financial Officer in consultation with legal counsel, and the decision and its basis
must be documented for the audit file.

## Earnings releases and investor calls

Each quarterly earnings release is issued as a press release distributed over a recognised
newswire service, filed on [[about-filing-systems|SEDAR+]], and made available on the issuer's corporate website
simultaneously with distribution. The earnings press release is accompanied by the interim
financial statements and MD&A, which are filed at the same time. A conference call open to
the investment community is held following the press release, typically within two to four
hours of issuance.

### Conference call records and inadvertent disclosure

The earnings conference call is recorded and archived on the issuer's investor relations
website. A replay must remain available for a period sufficient for investors who could not
attend live to review the call content. All substantive statements made during the call that
could be material are treated as public disclosures. If a new material piece of information
is inadvertently disclosed during a conference call to which the general public is not also
admitted, the issuer must immediately take steps to publicly disclose that information through
a press release or other broadly disseminated channel.

## Cross-jurisdictional framework for a Regulated Reporting Entity

Woodfine Capital Projects' investor relations policy is intended to operate as a framework
applicable to the company's obligations in all [[four-jurisdiction-framework|Qualified Jurisdictions]] in which it holds
reporting entity status. The specific disclosure mechanics differ by jurisdiction — SEDAR+ in
Canada, EDGAR in the United States, CNMV filings in Spain, BMV filings in Mexico — but the
underlying policy principles of designated spokespersons, quiet periods, and guidance
management apply uniformly.

### Regulation FD alignment in the United States

In the United States, the Regulation FD (Fair Disclosure) rule adopted by the Securities and
Exchange Commission in 2000 prohibits the selective disclosure of material non-public
information to certain market professionals and shareholders while concurrently requiring broad
public disclosure of the same information. The policy principles established to meet Canadian
disclosure standards are consistent with and in most respects more conservative than the
requirements of Regulation FD.

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*references:*
- *NI 51-102 Continuous Disclosure Obligations, Canadian Securities Administrators.*
- *CSA National Policy 51-201 Disclosure Standards.*
- *OSC Staff Notice 51-721 Forward-Looking Information Disclosure.*