Disclosure and regulation fd policy
POWER SOLUTIONS INTERNATIONAL, INC.
DISCLOSURE AND REGULATION FD POLICY
A. STATEMENT OF PURPOSE
A1. What is the purpose of this Disclosure and Regulation FD Policy?
The purpose of this Disclosure and Regulation FD Policy is to:
- prevent unauthorized disclosure of material, non-public information by personnel of Power Solutions International, Inc. or any of its subsidiaries (collectively, the “Company”);
- establish guidelines and procedures to avoid selective disclosure of material, non-public information in private communications with analysts, other securities market professionals (including broker-dealers, investment advisors, investment companies and hedge funds), stockholders of the Company and other institutional and individual investors;
- help ensure that information that is disclosed to third parties, including information included in SEC filings, is accurate, timely, consistent and complete; and
- demonstrate the commitment of senior management to the integrity of disclosures made to third parties and emphasize to the rest of the Company the importance of full, accurate and timely disclosure.
This Policy supplements, and is supplemented by, the Company’s Disclosure Committee Review Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Principal and Senior Financial Officers, and Insider Trading Compliance Policy.
B. guidelines for making and monitoring corporate communications
B1. Why is the Company adopting this Policy?
The Company is adopting this Policy to ensure that its Corporate Communications (defined under Question B3 below to include all communications regarding the Company made to third parties, other than those made to the Company’s customers, suppliers and other business partners in the ordinary course of business) are reviewed by the Public Communications Committee (the “Committee”)
- for accuracy, balance and completeness so as to avoid misstatements of facts, omissions, misleading statements and half-truths;
- for consistency with internal plans, projections and reports, as well as with information contained in other Corporate Communications;
- to control and monitor what and when information is to be provided in Corporate Communications to analysts, other securities market professionals, Company stockholders and other institutional and individual investors, the media and other third parties; and
- as part of the Company’s controls and procedures that are designed to ensure that information required to be disclosed in the Company’s SEC filings (including information regarding business developments, risks related to the Company’s business, and known trends and uncertainties that are reasonably expected to affect the Company’s future operating results, liquidity or capital resources) is recorded, processed, summarized and accurately reported within the time periods required by the SEC.
The Committee will also take such other actions as it determines to be necessary to fulfill the purposes of this Policy, as discussed in Question A1 above.
B2. Who will be members of the Committee?
The Committee will consist of the individuals listed on Schedule A attached hereto, and other members of senior management of the Company designated by the Board of Directors or the Committee from time to time.
B3. What are Corporate Communications?
All communications regarding the Company made to third parties, other than those made to the Company’s customers, suppliers and other business partners in the ordinary course of business, are considered Corporate Communications. Corporate Communications include, without limitation, all:
- news releases and other written statements publicly released to third parties;
- speeches and presentations to, and other formal and informal communications with, analysts, other securities market professionals, Company stockholders and other institutional and individual investors, the media or other third parties (including scripts for conference calls, the Company’s annual report to stockholders, private placement memoranda and analyst presentation materials);
- filings with the SEC, such as registration statements, Form 10-Ks, 10-Qs, 8-Ks and proxy statements;
- information disclosed to any governmental, regulatory or self-regulatory body, including any securities exchange or market, other than in connection with routine reporting thereto;
- interviews with the press and other media;
- significant litigation filings and responses to requests in legal proceedings that may become publicly available; and
- new information disclosed in the “Investor Relations” section of the Company’s website.
B4. Who will be authorized to make Corporate Communications on behalf of the Company?
The Committee will designate one or more of its members as the primary Company spokesperson(s) for all Corporate Communications. In addition, other members of the Committee and other officers and employees of the Company (and, under certain circumstances, other representatives of the Company) may, from time to time, as necessary or appropriate, be designated by the Committee to make certain Corporate Communications, including in response to specific inquiries. The Committee will (i) communicate to the Company’s personnel those persons who have been designated as Company spokespersons with respect to particular Corporate Communications, and (ii) give designated spokespersons guidance regarding the scope of disclosure that is permissible with respect to particular Corporate Communications. Designated spokespersons must comply with the scope of authority granted to them. Whether or not you are designated as a Company spokesperson, you may still communicate with the Company’s customers, suppliers and other business partners in the performance of your duties in the ordinary course of business as discussed in, and in accordance with, Question B6 below. In all other cases, however, unless you are designated as a Company spokesperson, you may not disclose information regarding the Company to anyone outside the Company.
B5. When must Corporate Communications be reviewed by the Committee, and what members will perform this review?
All Corporate Communications must be submitted in advance to (or in the case of informal discussions, where reasonably practicable, discussed in advance with) a member of the Committee. Prior to the disclosure or filing, as applicable, at least one member of the Committee will review all proposed Corporate Communications; provided, however, that:
- when reasonably practicable, legal counsel should review in advance proposed Corporate Communications that are material; and
- all Form 10-Ks, Form 10-Qs, earnings-related news releases and other Corporate Communications that contain material, non-public financial information must be reviewed in advance with the Board’s Audit Committee or a designated member thereof, and the Company’s independent auditors, as well as legal counsel.
B6. Do other communications have to be first reviewed by, or discussed with, the Committee?
Communications regarding the Company made to its customers, suppliers and other business partners in the ordinary course of business do not have to first be reviewed by, or discussed with, the Committee; provided, however, that in no event is any director, officer, employee or agent of the Company permitted to (i) engage in such communications that are not directly related to the performance of his or her duties, or (ii) disclose material, non-public information regarding the Company during such communications without the express authorization of the Committee. If you have any doubt whether information regarding the Company that you intend to disclose during such communications is material or non-public, you should not disclose such information until you have first had a chance to review it with the Committee.
If you believe that you or another director, officer, employee or agent has disclosed material, non-public information during such communications without express prior authorization, you should immediately notify a member of the Committee, as discussed in Question B9 below. Do not compound an error by failing to immediately report the disclosure to the Committee.
B7. What are the guidelines for private Corporate Communications?
Subject to the exceptions listed in Question C3 below, material information regarding the Company that has not yet been publicly disclosed must not be communicated selectively in private Corporate Communications to analysts, other securities market professionals, Company stockholders or other institutional or individual investors. Where reasonably practicable, two designated spokespersons, at least one of whom should be a member of the Committee, should participate in all private, oral Corporate Communications. These Company spokespersons will help identify material, non-public information that is (i) not to be conveyed in such Corporate Communications unless first disclosed to the public, or (ii) inadvertently or non-intentionally disclosed in such Corporate Communications. These Company spokespersons should:
- where reasonably practicable, obtain guidance in advance from the Committee relating to the scope of disclosure that is permissible (see also Questions B9 and C6 below);
- where reasonably practicable, script out these communications in advance, including responses to anticipated questions and, if none of the spokespersons are members of the Committee, provide the script in advance to the Committee for review;
- review outstanding Corporate Communications to ensure the Company spokespersons’ awareness of, and to maintain consistency with, information that has already been publicly disclosed; and
- if not members of the Committee, promptly provide a summary of the Corporate Communications to the Committee afterwards.
B8. What information regarding the Company will be deemed material?
Information is material if “there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision,” or if it would have been viewed by the reasonable investor as having “significantly altered the ‘total mix’ of information made available.” The determination as to whether or not a particular piece of information is material entails a review of the facts and circumstances surrounding the information and requires a sometimes very difficult judgment to be made by the person(s) considering disclosure of the information. For example, this judgment must be made in light of the SEC staff’s pronouncement in August 1999 in Staff Accounting Bulletin No. 99 that assessments of materiality, for financial statement purposes, require consideration of both “quantitative” (i.e., numerical thresholds) and “qualitative” factors. SAB 99 indicates that, among other things, expected market reaction should be taken into account in considering whether information is material.
Examples of information or events that will be reviewed carefully by the Committee to determine whether they are material include:
- a matter involving a significant new product or service and/or agreement;
- a matter relating to new financing;
- gain or loss of a significant strategic partner, customer or supplier;
- earnings-related information, including preliminary financial results (see Question C6 below for a discussion regarding advance earnings warnings and guidance);
- a pending or proposed merger, acquisition, joint venture, tender offer or exchange offer;
- a pending or proposed sale or disposition of significant assets;
- a change in dividend policy, declaration of a stock split or offering of additional securities;
- impending bankruptcy or financial liquidity problems;
- a change in senior management;
- a change in auditors or notification that an audit report can no longer be relied upon; or
- significant litigation, settlement of any such litigation, or a notification or inquiry from a regulatory agency regarding a potentially material claim or liability.
This list is not meant to be exhaustive, and information must be reviewed on a case-by-case basis.
If during the course of informal Corporate Communications with third parties an authorized spokesperson is asked a question about non-public information that is in a “gray area” as to materiality, that spokesperson should not disclose the information until he or she has had a chance to review it with the Committee.
B9. What if the Company discloses material, non-public information on a selective basis?
If you believe that you or another officer, director, employee or agent of the Company has disclosed material, non-public information on a selective basis, you should immediately notify a member of the Committee. The Committee will determine whether the disclosed information is non-public and should be considered material. To avoid a violation of Regulation FD, (i) non-public information that should be considered material and is inadvertently disclosed on a selective basis (i.e., through a slip of the tongue) must be disclosed immediately to the public (there is no exception to the Regulation FD requirement of simultaneous public disclosure for inadvertent disclosures of material, non-public information), and (ii) non-public information that should be considered material and is non-intentionally disclosed on a selective basis (i.e., the person making the disclosure did not know, and was not reckless in not knowing, that the information being communicated is both material and non-public) must be disclosed promptly to the public. Prompt disclosure means disclosure made no later than the later of (a) 24 hours after such non-intentional disclosure, and (b) the start of the next trading day (if the non-intentional disclosure is made on a Friday, Saturday or the day before a holiday) after a senior official of the Company learns of the disclosure and knows, or is reckless in not knowing, that the disclosure was material and non-public.
B10. How will the Company disclose to the public material, non-public information?
Information will be disclosed to the public through (i) news releases distributed through a widely-circulated news or wire service (for example, Dow Jones, Bloomberg, Business Wire, PR Newswire or Reuters), (ii) conference calls, press conferences or webcasts that are open to the public (which may be on a listen-only basis to non-securities market professionals), and for which adequate notice has been given by news release and posting on the Company’s corporate website, and/or (iii) filing with, or furnishing to, the SEC a Current Report on Form 8-K containing the disclosure. Subject to Question B5, the Committee will determine the appropriate method of disclosure and must review all news releases, Form 8-Ks and scripts for conference calls, press conferences or webcasts before their release, filing or furnishing, as applicable.
If the Company’s securities become listed on a national securities exchange, the Company will provide advance notice to such exchange of the disclosure of any material information that would reasonably be expected to affect the value of the Company’s securities or influence investors’ decisions (similar to those items listed in Question B8) in accordance with the requirements of such exchange.
B11. Will the Company provide forward-looking statements?
The Company may provide certain forward-looking or prospective information in its Corporate Communications to enable the public to better evaluate the Company and its prospects. The Committee will decide whether to provide financial projections or forecasts and/or other forward-looking statements (as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”)) in Corporate Communications and will in all cases ensure that oral and written forward-looking statements in Corporate Communications are identified as forward-looking. The Committee may consult with legal counsel in determining the timing and substance of such projections, forecasts and other forward-looking statements.
Each written forward-looking statement shall be accompanied by meaningful cautionary statements that identify important factors that could cause results to differ materially from those projected in the forward-looking statement, and indicating that the Company undertakes no obligation and does not intend to update or revise forward-looking information that becomes inaccurate due to subsequent events or developments or changed circumstances or for any other reason, except as otherwise expressly required by the federal securities laws. These cautionary statements should be carefully crafted and tailored to the particular statements being made in a Corporate Communication. “Boilerplate” language and repeating prior cautionary statements without reviewing the appropriateness of such statements should be avoided. Legal counsel should be consulted to assist with drafting such forward-looking statements in compliance with the safe-harbor provisions of the federal securities laws.
Oral forward-looking statements shall be accompanied by an oral statement that additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained in a readily available written document (for example, in the risk factors section of the Company’s most recent Form 10-K, Form 10-Q or registration statement) and that identifies this readily available written document.
The Company will take any other steps it deems appropriate to take advantage of the safe harbor for forward-looking statements created by the Private Securities Litigation Reform Act of 1995.
B12. What are the other responsibilities of the Committee?
The Committee members will review annually, and otherwise as conditions dictate, this Policy and the composition and performance of the Committee, and shall recommend to the Board’s Audit Committee any changes to this Policy and/or the membership of the Committee as it deems necessary or appropriate. In the course of discharging its obligations under this Policy, the Committee members will actively consult with the Company’s other personnel, legal counsel, independent auditors, investor and public relations firms, the Board and the Board’s Audit Committee, as it deems appropriate.
C. Other rules regarding disclosure of information ABOUT THE COMPANY
C1. What should I do if I am asked a question about the Company by the financial community, stockholders, potential investors or the media?
If you are not designated by the Committee as an authorized spokesperson of the Company, you must refer all questions regarding the Company from the financial community, stockholders, potential investors and the media to a member of the Committee or a person that the Committee has designated as authorized to speak on behalf of the Company with respect to the applicable subject matter. Loose language, including “off-the-cuff” or “off-the-record” remarks regarding your own personal views in response to these inquiries could cause the Company to violate Regulation FD and/or other federal securities laws and could also cause you, individually, to be in violation of these laws.
C2. Will the Company respond to rumors about it?
The Company will adopt a “no comment” policy with respect to rumors or speculation (whether or not true) regarding potential acquisitions or other material, undisclosed corporate developments and authorized spokespersons will provide the following response (or effectively equivalent language) to any questions about these rumors or speculations: “It is our policy not to comment about rumors or speculation.” The Company will avoid responding that there are “no material developments” with respect to, or denying, rumors or speculation because these responses or denials may be misleading and subject the Company to liability for fraud or other securities law violations. Notwithstanding the foregoing, under certain circumstances, the Company may be obligated to make more definitive statements with respect to rumors or speculation that are attributable to Company sources. For example, if the Company becomes listed on a national securities exchange, guidelines for companies listed on such exchange may require the Company to (i) make a clear public announcement as to the state of negotiations or development of the Company’s plans when rumors or unusual market activity indicate that information on impending developments has become known to the investing public, or (ii) publicly deny false or inaccurate rumors which are likely to have, or have had, an effect on the trading in the Company’s securities or would likely have an influence on investment decisions. In addition, the Company may decide that a more definitive public statement is appropriate in specific circumstances. The Committee will determine when and if such a statement is required or appropriate. Unless you are an authorized spokesperson, you should not respond at all to any such questions about rumors or speculation regarding the Company; as provided in Question C1 above, these questions should be directed to an authorized spokesperson.
C3. Are there situations where the Company can selectively disclose material, non-public information in private Corporate Communications?
Upon determining that it is in the best interest of the Company, the Committee may authorize, and set guidelines for, the selective disclosure of material, non-public information regarding the Company in private Corporate Communications to:
- a third party, in connection with a potential transaction between the Company and such third party (for example, an acquisition transaction or private securities offering) or otherwise, if such third party expressly agrees (in writing whenever possible) to keep the material, non-public information confidential, and not to trade in the Company’s securities, until the information is made publicly available or is no longer material;
- a person who owes the Company a duty of trust or confidence to not disclose the information, such as one of the Company’s investment bankers (but not including research analysts working for the Company’s investment banking firm), outside corporate counsel or any one of the Company’s independent accountants; and
- any person in connection with an underwritten public offering and certain other types of public offerings registered under the Securities Act of 1933 (for example, in “roadshow” presentations to potential investors in a public offering).
The Committee will determine whether the Company should require that the relevant parties enter into a written confidentiality or non-disclosure agreement prior to making such selective disclosures.
C4. What events may dictate public disclosure of material, non-public information?
The Company may be required to publicly disclose material, non-public information in connection with the filing of a registration statement, Form 10-K, Form 10-Q, Form 8-K or proxy statement with the SEC or pursuant to the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002. If the Company becomes listed on a national securities exchange, it will also be subject to rules that generally require companies listed on a national securities exchange to promptly release to the public any news or information that might reasonably be expected to have an impact on the market for their securities or influence investors’ decisions. There may be other events or circumstances that make public disclosure of material, non-public information necessary or appropriate, including to correct or modify prior Corporate Communications or to enable the Company to purchase or sell Company securities. The Committee will determine when public disclosure of material, non-public information is required or appropriate.
C5. How will presentations to discuss quarterly or year-end earnings or a significant transaction or event be handled?
To avoid selective disclosure of material, non-public information, each conference call or other presentation to discuss quarterly or year-end earnings or a significant transaction or event, will (i) be preceded by a news release, containing the material information that the Company intends to disclose in the presentation, that is distributed through a widely-circulated news or wire service and, in the case of disclosure of quarterly or year-end earnings, is furnished to, or filed with, the SEC on Form 8-K no more than 48 hours prior to the conference call or other presentation, and (ii) be open to the public (which may be on a listen-only basis to non-securities market professionals) through a webcast on the Company’s corporate website and/or through a toll-free telephone number. The Company will give the public adequate notice, in a preceding news release and by a posting on its corporate website, of any such conference call or other presentation, including the time and date of the conference call or presentation, the principal topic(s) of the conference call or other presentation and instructions for how to access the conference call or other presentation by the Internet and/or telephone. The Company will also make the conference call available for replay through the Company’s website for a reasonable period of time (generally at least a year) to enable persons who miss the original call or desire to listen to the call again to access it at a later time.
C6. Will the Company engage in private Corporate Communications with analysts?
Historically, public companies were often requested to provide commentary on drafts of analyst reports. However, analysts are now prohibited from sharing draft research reports with target companies, other than to check facts after approval from their firm’s legal/compliance department. Therefore, companies shall not be given the opportunity to preview analysts’ recommendations, expectations or other sensitive data. There may be other instances, however, in which the Committee may deem it necessary or appropriate to engage in private Corporate Communications with analysts. The Company assumes a high degree of risk under Regulation FD when engaging in these communications. Accordingly, caution must be exercised under these circumstances. If the Committee decides to engage in a private Corporate Communication with an analyst, where reasonably practicable, at least two designated spokespersons, one of whom is a member of the Committee, should participate in such private Corporate Communications, and the guidelines outlined in Question B7 above should be followed. Such persons will:
- only comment on statements of historical facts that are public or non-material in analysts’ reports;
- not address, comment on, or discuss an analyst’s or the Company’s earnings estimates or other projections, forecasts or opinions;
- clearly communicate that the Company is not confirming, commenting on or assuming responsibility for earnings estimates or other projections, forecasts, stock price targets, buy recommendations or other opinions; and
- not provide guidance to an analyst with respect to predictive information in his or her analysis, including by breaking material information into non-material pieces.
In particular, the Company will not communicate (expressly or indirectly through guidance) selectively to an analyst non-public information that the Company’s anticipated earnings will be higher than, lower than, or even the same as what analysts or the Company have been forecasting.
C7. Will the Company link its website to or distribute analysts’ reports?
To avoid being perceived as having adopted or endorsed the projections and opinions contained in analysts’ reports, the Company will not link its website to copies of analysts’ reports or otherwise distribute to investors copies of such reports. If the Committee deems it appropriate to do so, the Company may elect to list on its website the names and associated firms of all the analysts covering the Company of which the Company is aware (not just those that issue positive reports). Any such list shall be accompanied by a disclaimer that (a) clarifies that the reports and any earnings estimates made by such analysts are theirs alone and do not represent opinions, forecasts or predictions of the Company or its management, and (b) indicates that the reference to an analyst on such a list does not imply that the Company has endorsed or concurred with any information, conclusions or recommendations provided by such analyst.
C8. Will the Company pre-announce earnings information?
Under certain circumstances, the Committee may determine that it is in the best interest of the Company to issue a “pre-announcement” of earnings information. For example, if the Company determines during a quarter that its earnings will almost certainly be outside of the range of the current analyst or Company estimates (particularly if earnings will likely be below the range), the Company may consider issuing a broadly disseminated news release, which may be followed by a conference call (that is open to the public as described in Question C5 above), explaining this expectation and the reason(s) for being outside the range. This disclosure would be made to maintain the Company’s credibility with the public and to avoid “earnings surprises” to the extent possible.
C9. May I participate in online chat rooms or “blogs” that discuss the Company?
The Company’s directors, officers, employees and agents are prohibited from (a) in any way participating in or on any newsgroup, message board, chat room, “blog” or similar Internet forum (for example, Yahoo! or Motley Fool) that is specifically identified as a site for discussion about the Company, or (b) discussing the Company, including, without limitation, disclosing information about the Company’s business, financial performance or prospects, in any Internet forum. The Company’s general policy will be to not comment on, or respond to, any statements made about the Company in any such Internet forum. The Company will also not link its website to any such Internet forum. The Company intends to take such steps as it deems appropriate to discover the source of information posted on any such Internet forum if it believes the information is attributable to a director, officer, employee or agent.
C10. How will the Company monitor the accuracy and adequacy of information posted on its corporate website?
A person designated by the Committee will periodically review the Company’s website, particularly the pages that may be perceived as presenting up-to-date information, to help ensure the accuracy of the information presented and remove or archive outdated information. To reduce the risks associated with potentially stale information, the Company will date information presented on its website and will include on its website prominent disclaimers – particularly in archival areas, such as collections of old news releases – to the effect that the information speaks as of its date of issuance, may be out of date and will not be updated. Forward-looking statements on the Company’s website, including transcripts of oral presentations, will be identified as such and be accompanied by meaningful cautionary statements, as described in Question B11 above. Links to information or third-party websites will clearly indicate that the website visitor is leaving the Company’s website, and the Company will notify its website visitors that the Company takes no responsibility for the content to which its website is linked or for the accuracy of such information.
D. CURRENT REPORTS ON FORM 8-K
D1. What are the events that will trigger a reporting obligation on Form 8‑K?
The SEC has expanded the rules under Form 8-K over the years to include a number of different triggering events for disclosure on Form 8-K. A list of the triggering events under Form 8-K is attached to this Policy as Appendix A. The list attached as Appendix A is not exhaustive in its detail, and you should consult with a member of the Committee if you have any questions about the Company’s disclosure obligations under Form 8-K.
D2. Who should you notify if you believe a triggering event has occurred?
If you believe that a triggering event has occurred (e.g., the Company has entered into, or made a material amendment to, a material definitive agreement not made in the ordinary course of business), you should immediately notify the general counsel or another member of the Committee. The Committee will determine whether disclosure on Form 8-K is required.
D3. What are the filing deadlines to report items on Form 8-K?
The events identified on Appendix A to this Policy generally require the Company to file a Form 8-K within four business days after the occurrence of the reportable event.
All Company news releases and SEC filings will be made available free of charge on or through the Company’s corporate website as soon as reasonably practicable after the information is disclosed by wire or news services or filed electronically with the SEC, as applicable (i.e., barring unforeseen circumstances, on the same day as the news release or filing). SEC filings to be made available on the Company’s corporate website include all annual reports on Form 10-K and quarterly reports on Form 10-Q (including all XBRL data associated with such reports), all current reports on Form 8-K, all filings pursuant to Section 16 of the Exchange Act (i.e. Forms 3, 4 and 5), and all proxy materials sent to the Company’s stockholders, Website access to these SEC filings will be for at least a one-year period.
To help avoid premature or selective disclosure, inadvertent insider trading or other compliance issues, the Committee, other members of senior management and the Board of Directors should be advised of all material developments and all significant information disseminated to the public.
Although the Company generally is not responsible for, and has no duty to correct, third-party statements relating to the Company that are not attributable to Company sources, members of the Committee will review these statements to determine what information the market views as important. The Committee will scrutinize its public statements objectively to determine whether they are consistent with the market’s reading of the specific situation and to help anticipate the market’s reaction to information regarding positive or adverse corporate developments.
Authorized spokespersons will be given adequate training regarding this Policy and Regulation FD to help ensure compliance. In addition, the Company’s investor and public relations firm(s) will be provided with a copy of this Policy.
If you have any questions regarding the Policy, including the appropriateness of any communications with others, you should consult with Catherine Andrews, general counsel (630) 948-7793, or any other member of the Committee.
Failure to observe and comply with the provisions of this Policy may subject you to disciplinary action, including discharge or, if you are a director, a recommendation that you be removed for cause. The violation of this Policy may also violate certain securities laws and other policies of the Company. If it appears that you may have violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.
DATED: December 16th, 2015
Public Communications Committee Members
Secretary and General Counsel
Chief Financial Officer