Disclosure Considerations: Press Releases. What we learned didn t hurt us..

Transcription

1 Disclosure Considerations: Press Releases What we learned didn t hurt us..

2 Situation Analysis Before After Press release: Methanex Q1-16 Contents Pages Release: 1-2 MD&A: 2-14 Financials: Notes: Press release: Methanex Q2-16 Contents Pages Release: 1-5 Methanex website: Q2-16 Contents Pages Release: 1-5 MD&A: 2-14 Financials: Notes: Investor Slides 2

3 Quarterly Results Release Objectives Adhere to Best Disclosure Practices and Regulatory Requirements Improve Communication to Street Timely Dissemination Process Risk Reduction Cost Reduction 3

4 Regulations Governing Disclosure Canada Governing body is TSX and Commissions (regulated by IIROC) All material info must be released News release on a newswire service is the only acceptable method No legal requirement to include a full MD&A and financial statements USA Governing body is SEC, which stipulates under Regulation FD: All material information must be disclosed Acceptable methods include: news or wire service pre-announced press conferences or conference calls public filings website or social media Website disclosure generally part of a combination of methods 4

5 Best Practices for Disclosure CIRI (Canada) NIRI (USA) Best practice news releases include: key highlights from MD&A financial statements & notes Summarized release must contain all material information Summarized communication should warn that it is not a substitute for the full disclosure NIRI recommends multiple disclosure channels including public filings as acceptable practice. What is important is that the method chosen reaches a broad audience and is non-exclusionary 5

6 What to include in a Summarized Release Major changes in business, objectives or strategies Major developments Key information and summary discussion about performance Summary discussion and key information on financial condition and liquidity Changes in risks and uncertainties Changes in accounting policies, depending on their materiality Cautionary statement that the summarized communication has limitations Clear direction for how to obtain full disclosure including a link to the company website 6

7 Press Release / Call Timing - Considerations TSX Timely Disclosure Rules material information [must] be disclosed immediately upon it becoming apparent to management that the information is material CIRI Best Practices Where a decision that could result in material information is made by the Board, those decisions are typically made after the market closes or before it opens for disclosure to be disseminated when the market is closed. When possible, CIRI recommends hosting conference calls outside of trading hours to allow market participants sufficient time to consider the disclosure 7

8 Press Release / Call Timing Other considerations Standard US practice is to issue press release immediately after the regular trading session Exchange rules for issuing during the after hours market are the same as for regular session exchange must be notified and assess materiality Less risk to issuing at this time because there are no market makers difficult to match buyers with sellers After hours monitoring of price and volume advisable 8

9 The BC dual-listed press release timing conundrum 9:00 AM ET TSX / NASDAQ Open 12:00 ET 4:00 PM ET TSX / NASDAQ Closed 5:00 PM ET TSX After Hours Trading Closed 8:00 PM ET NASDAQ After Hours Trading Closed 4:00 AM PT Conference Call?? 9 6:00 AM PT 9:00 AM PT Typical Conference Call Time 1:00 PM PT Typical US Press Release Time Typical Board approval of Statements (MX) Note: After Hours Markets are Open 2:00 PM PT Typical Canada Press Release Time Note: TSX After Hours Markets closed, but US After Hours Open Getting a bit late for a press release..

10 Conclusions Regulations and best practices for press release format have evolved along with changing accounting standards and evolving technology With extension or trading hours and globalization of equity markets, there is no perfect time for quarterly earnings releases and calls This means it is increasingly important for disclosure to be succinct, transparent and easy to access Companies should monitor trading activity and feedback from the street to ensure fair and equitable disclosure practices 10

11 Thank you