Investor relations policy

@@ -9,151 +9,167 @@ 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
audience: public
bcsc_class: forward-looking
language_protocol: PROSE-TOPIC
last_edited: 2026-08-27
last_edited: 2026-09-06
editor: woodfine-editorial
paired_with: investor-relations-policy.es.md
references:
  - id: 1
    text: "National Instrument 51-102 Continuous Disclosure Obligations, Canadian Securities Administrators."
    url: "https://www.osc.ca/en/securities-law/instruments-rules-policies/5/51-102"
  - id: 2
    text: "CSA National Policy 51-201 Disclosure Standards, Canadian Securities Administrators."
---

The investor relations policy regulates the flow of information between a
[[regulated-reporting-entity|reporting issuer]] 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]].
A material fact reaches every investor at the same moment, or it reaches none of them. An
investor relations policy is the instrument that holds an issuer to that rule: it names who
may speak to the market, on what, and when. Woodfine has not adopted one. Of the instruments
described in [[governance-documents|Corporate Governance Documents]], only the audit committee
charter is currently in place.

This article sets out the framework Woodfine intends to adopt to regulate the flow of
information between a [[regulated-reporting-entity|reporting issuer]] and the investment
community: analysts, institutional shareholders, individual investors, and financial media.
Such a policy would create no disclosure obligation that securities law does not already
impose. It would operationalise those obligations, designate who may speak for the issuer, and
establish 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.
The foundational concern 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*.[^2] It guides issuers on the circumstances
under which communications with analysts and institutional investors could constitute improper
selective disclosure, and it 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.
The planned policy is intended to designate, by title, a limited set of individuals authorised
to speak for the issuer on matters of substance to investors. The designated spokespersons
would typically be the Chief Executive Officer, the Chief Financial Officer, and the director
or officer holding primary responsibility for investor relations. Enquiries from analysts,
investors, and financial media concerning financial results, business strategy, market
position, or forward-looking guidance would be directed to one of them.

### 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.
No other employee, director, or officer would respond to investor enquiries on substantive
matters. This restriction is not 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. Concentrating substantive
external communication in a few spokespersons — trained on the policy, and briefed on the
current state of public disclosure before any investor interaction — is intended to reduce the
risk of an inadvertent material disclosure 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.
The planned policy is intended to establish a quiet period before each scheduled earnings
release. A standard quiet period would begin three weeks before the last day of each fiscal
quarter. It would end immediately on issuance of the earnings [[press-releases|press release]]
for that quarter. During it, designated spokespersons would decline to meet with analysts or
investors, and would neither discuss nor confirm analyst earnings estimates, revenue
expectations, or other forward-looking information not yet 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 purpose is twofold. First, a quiet period is intended to protect the issuer from
confirming or denying analysts' estimates — which would be guidance through a selective
channel — at the moment when internal reporting is being consolidated and management is most
likely to know the quarter's actual outcome. Second, it would create a predictable, publicly
understood period in which all market participants know the issuer will not communicate
privately, reducing the risk of rumour-driven trading.

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.
The restriction is intended to reach statements that could constitute guidance, confirmation
of estimates, or disclosure of information not yet publicly filed. Within a quiet period the
issuer would still answer factual questions about previously disclosed historical information,
acknowledge publicly available documents, and maintain normal-course business communications.

## 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.
A guidance policy specifies when an issuer provides forward-looking financial guidance to the
market, in what form, with what caveats, and when previously provided guidance is updated or
withdrawn. Guidance is not required by NI 51-102; it is voluntary.[^1] Once given, however, the
continuous disclosure obligations of NI 51-102 attach to it: if a
[[about-material-change-reporting|material change]] makes previously disclosed guidance no
longer reasonable, the issuer must update or withdraw it 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.
For a new reporting issuer without a track record of earnings guidance, one common approach is
a business outlook in the annual MD&A — expected revenue ranges, capital expenditure plans, and
key operating assumptions for the coming year — rather than quarterly earnings-per-share
targets. That approach gives investors the context to build their own models without obliging
the issuer 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.
Where guidance has been given and later becomes unreliable before the next scheduled
disclosure, the issuer must determine whether the change is material. A material change
requires an immediate press release updating or withdrawing the guidance. Under the planned
policy, the Chief Financial Officer would make that determination in consultation with legal
counsel, and would document the decision and its basis 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.
No earnings release has been issued to date; [[press-releases|Press Releases]] records the same
position for material change disclosure. The practices below are the ones Woodfine intends to
apply once the channel opens.

Each quarterly earnings release is intended to be issued as a press release distributed over a
recognised newswire service, filed on [[about-filing-systems|SEDAR+]], and posted to the
issuer's corporate website simultaneously with distribution. The interim financial statements
and MD&A would be filed at the same time. A conference call open to the investment community
would follow the 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.
Each earnings call is intended to be recorded and archived on the issuer's investor relations
website, with a replay available long enough for investors who could not attend live. Every
substantive statement made on the call that could be material would be treated as a public
disclosure. If a new material fact were disclosed inadvertently on a call the general public
could not attend, the issuer would have to disclose it publicly at once, by press release or
another 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, filings with the Comisión Nacional
Bancaria y de Valores through its STIV-2 platform in Mexico — but the
underlying policy principles of designated spokespersons, quiet periods, and guidance
management apply uniformly.
One policy is intended to govern investor communications in each
[[four-jurisdiction-framework|Qualified Jurisdiction]] where reporting entity status applies to
Woodfine or to one of its direct-hold vehicles. Disclosure mechanics differ by jurisdiction —
SEDAR+ in Canada, EDGAR in the United States, CNMV filings in Spain, and filings with the
Comisión Nacional Bancaria y de Valores through its STIV-2 platform in Mexico. The underlying
principles — designated spokespersons, quiet periods, and guidance management — are intended to
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.
Exchange Commission in 2000 prohibits selective disclosure of material non-public information
to certain market professionals and shareholders, and concurrently requires broad public
disclosure of the same information. The principles the planned policy would adopt to meet
Canadian disclosure standards are consistent with Regulation FD, and in most respects more
conservative than it.

## What this is not

This describes a policy Woodfine intends to adopt, not one in force. No quiet period, guidance
practice, earnings release, or investor call described here is currently operating, and the
terms the board ultimately approves may differ. Nothing here states in which jurisdictions
Woodfine or any direct-hold vehicle currently holds reporting entity status; that is disclosed
in the applicable filing. It is not a summary of securities law and not legal advice — NI
51-102 and NP 51-201 govern, and their text prevails over any description of it here.

## See also

- [[governance-documents]] — the governing documents that establish the obligations this policy implements
- [[governance-documents]] — the governing documents that establish the obligations this policy would implement
- [[forward-looking-statements-advisory]] — the advisory that governs forward-looking language in public communications
- [[material-contracts]] — where investors can find and request the contracts disclosed under NI 51-102

---

*references:*
- *NI 51-102 Continuous Disclosure Obligations, Canadian Securities Administrators.*
- *CSA National Policy 51-201 Disclosure Standards.*
- [[about-continuous-disclosure]] — the NI 51-102 regime this policy is intended to operationalise