Friday, 14 October 2011
USA VIDEO INTERACTIVE CORP. CORPORATE DISCLOSURE POLICY
Statement of policy
USA Video Interactive Corp. (“USA Video”) is committed to a policy of full, true and plain public disclosure of all material information in a timely manner, in order to keep security holders and the investing public informed about USA Video’s operations.
This Corporate Disclosure Policy (the “Policy”) extends to the conduct of directors, officers, spokespersons and other employees of USA Video, and all methods that USA
Video uses to communicate to the public, such as written statements made in USA Video’s annual and quarterly reports, news and earnings releases, letters to shareholders, speeches by senior management and information contained in USA Video’s Internet web site. It also covers oral statements made in group and individual meetings with financial analysts and investors, telephone calls with financial analysts and investors, interviews with the media and press conferences.
This Policy outlines USA Video’s approach toward the determination and dissemination of material information, the circumstances under which the confidentiality of information will be maintained, and restrictions on employee trading. It also provides guidelines in order to achieve consistent disclosure practices within USA Video.
Spokespersons
The primary spokespersons for USA Video are the Chief Executive Officer and Chief Financial Officer (the “Authorized Spokespersons”). These Authorized Spokespersons may, from time to time, designate others to speak on behalf of USA Video or to respond to specific inquiries from the investment community or the media.
Employees other than the Authorized Spokespersons are not to respond to inquiries from the investment community or the media unless specifically asked to do so by an authorized spokesperson. All such queries should be referred to an Authorized Spokesperson.
The Authorized Spokespersons will be involved in scheduling and developing communications and presentations for all meetings with the investment community and the media.
If there is any doubt about the appropriateness of supplying information to an outside party, an employee should contact Authorized Spokespersons for advice.
Material information
In securities law, the term "material information" means any information relating to the business and affairs of a company that results in or would reasonably be expected to result in a significant change in the market price or value of any of a company's securities.
In certain circumstances, company officials may withhold information from public disclosure for legitimate business purposes. The information, if it constitutes material information, must still be filed with Canadian securities regulators on a confidential basis and is reviewed by USA Video every 10 days. USA Video will only withhold information consistent with the circumstances outlined in Canadian securities laws and in such cases will take appropriate precautions to keep the information confidential.
Timing of and procedure for disclosure
All USA Video news releases, including releases of material information, will be directed and authorized by the Authorized Spokespersons and by no one else.
Once a decision is made that information is material and will not be the subject of a confidential filing, it must be disclosed immediately and as broadly disseminated to the public as possible keeping in mind the costs and related benefits. USA Video uses a wire service (currently Market News and Canada Stockwatch) to disseminate news releases. In addition, news releases will be faxed or e-mailed to parties who have expressed a desire to receive such releases directly.
After public dissemination, all of USA Video's disclosures will be monitored to ensure accurate media reporting and take corrective measures, if necessary.
When necessary, USA Video will file a material change report with securities regulators.
Responding to market rumours
It is USA Video's practice not to comment on market rumours or speculation, particularly where it is clear that USA Video is not the source of the market rumour. If a stock exchange or a securities regulator requests USA Video to make a statement in response to a market rumour, the Authorized spokespersons will consider the matter and make a recommendation to the Chief Executive Officer as to the nature and content of any company response.
The Authorized Spokespersons will also recommend an appropriate course of action where USA Video or an employee of USA Video is the apparent source of the rumour.
Communications with financial analysts and investors
One of the most important functions of USA Video's Authorized Spokespersons is to provide financial analysts and investors with information about USA Video.
Authorized Spokespersons will also be responsible for meetings with financial analysts and investors. If material non-public information is inadvertently disclosed at such a meeting, USA Video will take immediate action to achieve broad public dissemination of the information.
If a company's employee other than the Authorized Spokespersons holds a one-on-one meeting with an outside party such as a financial analyst or investor, the Authorized Spokespersons will ascertain whether any new material information was disclosed during the discussion. If so, that information will be publicly disclosed immediately.
USA Video will not provide confidential, proprietary or material non-public information in communications with financial analysts or investors. USA Video will only disclose information that does not impair its own effectiveness. Any information disclosed will be factual and not speculative.
USA Video will not discriminate among recipients of information. Under no circumstances will it bar a financial analyst from access to information, nor will USA Video confirm or attempt to influence a financial analyst's opinions or conclusions. USA Video will provide the same information that has been provided to financial analysts to individual investors when requested.
USA Video will not discuss near-term operational results or future earnings, nor will it comment on earnings estimates of analysts or investors, except as required by law. Similarly, it will not review financial analysts' reports or models, but it may confirm or correct publicly released historical information contained in analysts' reports.
USA Video may provide selective, forward-looking information to enable the investment community to evaluate USA Video and its prospects for performance, such as new projects, expected volume growth or decline, capital spending, operating expense targets, and projected demand or market potential for its production and products, provided that it is not undisclosed material information, it does not deal with near-term operational results or future earnings, and it has been prepared or reviewed by Authorized Spokespersons.
Forward-looking information
A forward-looking statement made in USA Video's written documents will be identified as such and accompanied with meaningful cautionary language that warns investors that there is a risk that the statement could change materially. In the case of oral forward looking statements, the statement will be identified as such and, if the cautionary language is not included in a previously released, readily available written document, it will immediately accompany the statement.
Prohibition Against Insider Trading
In general, employees, officers and directors who have access to, or knowledge of, material non-public information from or about USA Video are prohibited from buying, selling or otherwise trading in USA Video’s stock or other securities “Material nonpublic” information includes any information, positive or negative, that has not yet been made available or disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in deciding whether to buy or sell stock or other securities.
If you should become aware of material non-public information, you are also prohibited from giving “tips” on such material non-public information; that is, directly or indirectly disclosing the material non-public information to any other person, including family members, other relatives and friends, so that they may trade in USA Video’s stock or other securities. If, during the course of your service with USA Video, you acquire material non-public information about another company, such as one of USA Video’s customers or suppliers, or you learn that USA Video is planning a major transaction with another company (such as an acquisition), you are restricted from trading in the securities of the other company.
Such “insider trading” is both unethical and illegal, with criminal penalties of up to $5 million and a jail term of up to 20 years and civil penalties of up to three times the illegal profit gained or loss avoided.
Black-Out Periods
An employee, officer or director who becomes aware of material non-public information shall not trade in any securities of USA Video until such material information has been disclosed to the public, and for a minimum of three business days after such material information is disclosed to the public, in order to allow the material information to be disseminated and absorbed by the public.
An employee, officer or director shall not trade in any securities of USA Video for a minimum of five business days before and after a Form 10-Q Quarterly Report has been filed with the SEC and is posted on EDGAR.
An employee, officer or director shall not trade in any securities of USA Video for a minimum of seven business days before and after a Form 10-K Annual Report has been filed with the SEC and is posted on EDGAR.
In the event that an employee, officer or director becomes aware of material financial information at any time related to USA Video, and such material financial information has not been disclosed to the public, then he/she shall not trade in any securities of USA Video until such information has been disclosed to the public and for a period of five business days thereafter, in order to allow the material information to be disseminated and absorbed by the public.
Amendment, Modification and Waiver
This Policy may be amended, modified or waived by the Board of Directors. Any change to, or waiver of, this Policy must be disclosed promptly to USA Video’s shareholders either by a Form 8-K filing or by publishing a statement on the website of USA Video.
Acknowledgment
Each employee, officer and director, upon initial receipt of a copy of the Policy, is expected to read the Policy and, in case of any questions, to obtain answers from his/her supervisor concerning the intent of the policies and procedures outlined herein.
Each employee, officer and director is accountable for knowing and abiding by this Policy. When the employee, officer or director is satisfied with his/her understanding of the handbook, he/she will sign an acknowledgement confirming that he/she has received and read this Policy, understands it and is complying with it.