ZIM is committed to fair disclosure of information about ZIM without advantage to any particular analyst or investor, consistent with the Securities and Exchange Commission's Fair Disclosure Regulation ("Regulation FD"). The Corporation will continue to provide current and potential shareholders access to key information reasonably required to make an informed decision on whether to invest in ZIM stock.
Our Regulation FD policy (i) prohibits the selective disclosure of material, nonpublic information about ZIM, (ii) sets forth procedures that will prevent such disclosure, and (iii) provides for the broad, public distribution of material information regarding ZIM.
ZIM and its management believe it is in the Corporation's best interest to maintain an active and open dialogue with shareholders and potential investors regarding the Corporation's historical performance and future prospects. ZIM can best create shareholder value by publicly articulating its strategies, business strengths, and growth opportunities through an active dialogue.
ZIM complies with all periodic reporting and disclosure requirements outlined by the Securities and Exchange Commission, including Regulation FD. It has been, and will continue to be, our practice to disclose material information about the Corporation publicly, not selectively.
4. Compliance Guidelines
ZIM has established the following guidelines to ensure compliance with Regulation FD and to avoid selective disclosure of nonpublic material information.
A. Disclosure Policy
ZIM will communicate its anticipated approach to compliance with Regulation FD by posting its policy on its web site. Any changes will be posted promptly.
B. Authorized Representatives of Corporation
- Only the Chairman, CEO or CFO may communicate on behalf of the Corporation to analysts, securities market professionals, institutional investors, and major shareholders of the Corporation ("Regulation FD Persons").
- Other executive officers of the Corporation may communicate with Regulation FD Persons as part of the Corporation's investor relations program. In such instances, the Chairman, CEO or the CFO must also be present. No employee is authorized to communicate business or financial information about the Corporation to Regulation FD Persons that is nonpublic, material information.
- Employees and officers should refer all questions on Corporation financial results or future financial performance to the CEO, or in his or her absence, to the Chairman or CFO.
- Senior managers may make appropriate announcements and conduct interviews about their business, technology and significant developments with the media. Media interviews are exempt from Regulation FD except in disclosing financial projections.
- The Corporate Secretary will maintain documentation of information provided to Regulation FD Persons.
C. Quarterly Earnings Release Conference Calls and Updates
- ZIM will hold quarterly investor conference calls and web casts open to the public and media (in listen-only mode) and provide public notice about the call through a media release by electronic distribution through a business wire and posting on the ZIM web site. For quarterly conference calls, notice will be posted on our web site approximately one week before the conference call.
- A playback of the conference call will be provided for approximately one week after the conference call. In addition, a playback of the web cast will be available for approximately one month at the ZIM web site www.ZIM.biz.
- Any Corporation guidance to Regulation FD Persons relative to ZIM financial goals will be provided through public disclosure, such as annual reports, media releases or conference calls open to the public.
D. Questions to Investor Relations
- Investor Relations, currently managed by the CFO, will still take phone calls from Regulation FD persons with questions. In order to comply with Regulation FD, however, ZIM has adopted new rules about when and how they are answered.
- The CFO will reply directly to questions that relate to information which is solely historical and already public.
- During the two-week period following ZIM's quarterly earnings release, the CFO may also answer questions that relate to forward-looking information contained in our quarterly earnings release or disclosed by us during the earnings conference call.
- All other questions from Regulation FD Persons must be submitted in writing to ZIM Investor Relations via e-mail investorrelations@ZIM.biz or by letter. The CFO will then determine whether to respond (i) directly to the person making the inquiry, (ii) through a public disclosure, or (iii) not at all.
- If questions are of interest to a wider audience, ZIM may also post any answers on the Investor Relations section of our web site.
E. Analyst Models and Reports
ZIM will continue to provide public earnings guidance, as it is recognized that such information is critically needed by the marketplace. The SEC, however, has prohibited giving nonpublic earnings guidance to Regulation FD Persons. ZIM will not, therefore, provide Regulation FD Persons with nonpublic earnings guidance under any circumstances.
While ZIM may elect to review materials prepared by Regulation FD Persons, ZIM will not comment (orally or in writing) upon any such material, except to correct inaccuracies relating to:
- public, historical information, and
- in limited circumstances, forward-looking information relating to statements made by us in our quarterly earnings release or publicly disclosed by us during the quarterly earnings conference call.
F. Quiet Period
ZIM will observe a "quiet period," during which ZIM will not comment on the financial outlook for the Corporation. These periods will normally be for the last two weeks of each fiscal quarter and continue until earnings results are publicly released for that quarter.
ZIM will continue to use the safe harbor guidelines for forward-looking information as part of individual, group, and conference investor communications formats.
ZIM may participate in securities firm-sponsored and other investor conferences. It will be our practice to post those presentations on our web site, www.ZIM.biz. If any inadvertent disclosures at these conferences of material, nonpublic information occurs, appropriate public disclosure will be made promptly.
The Chairman, CEO or CFO will continue to meet with individual investors or groups of investors during any Corporation-sponsored facility tours. Similarly, ZIM will continue to participate in other public forums at which analysts or investors could be present, including industry seminars, trade shows, employee, retiree and annual shareholder meetings, and meetings with commercial partners that are shareholders. We do not intend to disclose any material, non-public information during these meetings. If the authorized representative determines that material, non-public information has been disclosed, appropriate public disclosure will be made promptly.
All inquiries regarding the provisions or procedures of this policy should be addressed to ZIM Investor Relations via e-mail investorrelations@ZIM.biz or by letter.