An investor relations policy is the internal governance document through which a 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 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 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 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 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 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.

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.