It is the policy of Safe Bulkers, Inc. (the “Company”) to provide timely, transparent, consistent and credible information to the investing public in conformity with legal and regulatory requirements. These disclosure guidelines set forth the Company’s intentions regarding how employees, officers, directors, agents and affiliates of the Company (“Covered Persons”) may communicate with outside parties, particularly securities market professionals and those who may own or trade in our stock.
The goal of these disclosure guidelines is to develop and maintain realistic investor expectations by making all required disclosures on a broadly disseminated basis as required by the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), the New York Stock Exchange (the “NYSE”)-listed company disclosure requirements, and any laws that the Company may be subject to.
This policy is not intended to limit the ability of Covered Persons to engage in normal business contacts with customers, suppliers, financing sources or others with which the Company does business, or to prevent the disclosure of information that is relevant to those relations. It may, however, have the effect of limiting other communications with such persons. In certain cases, it may be necessary to disclose material nonpublic information to such persons, in which case the recipient should agree to maintain the confidentiality of the information.
There may be circumstances where it is appropriate to make exceptions to the guidelines set out below. Such exceptions are expected to be limited and will only be made by the Chief Executive Officer or President after appropriate consultation.
Whom and What Disclosures These Guidelines Cover
These guidelines apply to all Covered Persons. They cover disclosures in SEC-filed documents, statements made in the Company’s annual and quarterly reports, news and earnings releases, communications between the Company and analysts, investors and the news media, senior management speeches and presentations and information contained on the Company’s website.
Nothing in these guidelines should be construed as prohibiting any Covered Person from complying with any applicable laws and regulations.
Selective disclosure is the disclosure of material, nonpublic information to any individual or group prior to the broad public dissemination of that information. It is our policy to disclose material information about the Company publicly and not selectively.
Material information is any information that a reasonable investor would likely consider important in a decision to buy, hold or sell the securities of the Company — in short, any information which could reasonably affect the price, either favorably or unfavorably, of the securities of the Company.
Material, nonpublic information is any material information that has not already been disclosed generally to the public. Information about the Company that is not yet in general circulation should be considered nonpublic. Such information may be material. All information that a Covered Person learns about the Company or its business plans in connection with his/her employment is potentially “insider” information until publicly disclosed.
These guidelines prohibit Covered Persons from discussing material, nonpublic Company matters or developments with anyone outside the Company (including family members, relatives and friends), except as permitted by these guidelines.
If a Covered Person determines that material, nonpublic information has been disclosed by someone other than an Authorized Spokesperson (as defined below), that person should contact the Chief Executive Officer immediately.
Authorized Spokespersons and Their Responsibilities
Those authorized by these guidelines to speak to investors, analysts or the news media on behalf of the Company are the Chief Executive Officer, the President, the Chief Operating Officer, and the Chief Financial Officer (the “Authorized Spokespersons”). The Authorized Spokespersons may from time to time designate other Covered Persons to speak on behalf of the Company or to respond to specific inquiries from the investment community or the media.
Instruction to Covered Persons Who Are Not Authorized Spokespersons
Covered Persons, other than those authorized to speak on behalf of the Company, should not respond, under any circumstances, to inquiries from the investment community or the media unless specifically authorized to do so by an Authorized Spokesperson. Also, Covered Persons should not discuss the Company, its products and services, competitors, industries or any other matter or rumor related to the Company or its business in any public forum including internet chat rooms. This is necessary to ensure consistent disclosure and to prevent selective disclosure.
Covered Persons who are not Authorized Spokespersons and who receive either direct or indirect inquiries from investors, analysts or the news media must refer all such inquiries to an Authorized Spokesperson.
Policy on News Releases
A news release may be issued on certain new material developments, unless the Chief Executive Officer (i) determines that such developments should remain confidential, (ii) institutes appropriate controls over that insider information and (iii) ensures that insider trading on such information is prohibited.
Any new material information that is intended to be discussed or presented in any meeting or conversation with analysts or investors will normally be preceded by the issuance of a broadly disseminated news release. If new material information is unintentionally disclosed in a meeting or discussion with a member or members of the investment community, the Company will promptly issue a news release containing that information.
The Company in its normal course of business enters into new charter agreements, credit facilities or similar debt obligation agreements and contracts for the acquisition or sale of vessels. The Company will generally disclose information regarding such events in connection with its quarterly and annual earnings releases, but may do so by separate press release if it is determined, in consultation with the Company’s outside legal counsel, that issuing a separate press release would provide helpful information to the public while maintaining the confidentiality of competitively sensitive information.
Conduct of Conference Calls
The Company intends to make a practice of holding publicly accessible conference calls to discuss its quarterly financial results and may hold other conference calls to discuss material events or transactions. Normally, with regularly scheduled conference calls, the Company will issue a news release in advance announcing the date and time of the call and explaining how to access the call. The conference calls may or may not allow questions from those dialing in.
From time to time, the Company may respond to analyst and investor inquiries in the form of phone conversations, one-on-one meetings with management and meetings with groups of analysts and investors. The purpose of these meetings is to allow investors to gain a better understanding of the Company, as well as to give analysts and investors the opportunity to personally meet and assess management. The Company’s policy is not to disclose material, nonpublic information selectively in these meetings. The Company also participates in a number of either Company-hosted or analyst-hosted conferences and other meetings, as schedules permit. In the case of conferences or Company-hosted presentations, every effort will be made to announce publicly that the presentation will be held and to avoid any selective disclosure of material information provided during the presentation.
Responding to Rumors
The Company’s spokespersons will respond consistently to rumors by saying, “It is our policy not to comment on market rumors or speculation.” In the event the NYSE requests the Company to make a definitive public statement in response to a market rumor that is causing significant volatility in the stock, the Chief Executive Officer will consider whether to make an exception to these guidelines.
Handling Projections That Are Identified as Forward-Looking
The Company will, from time to time, provide forward-looking information to enable the investment community to better evaluate the Company and its prospects for performance. Future forecast information may or may not include revenue projections, pricing and profit margin information, or significant new business developments. When making such forward-looking statements, the Company will use the safe harbor as prescribed in the 1995 Private Securities Litigation Reform Act.
A forward-looking statement made in the Company’s written disclosures will be accompanied with meaningful cautionary language that warns investors that there is a risk the statement could change materially. In the case of oral forward-looking statements, the Company will refer to the risk factors enumerated in other publicly available written documents.
Providing Earnings Guidance to Analysts and Investors
The Company is not required to provide earnings guidance to analysts and investors. If the Company elects to do so, the following guidelines will apply. The Company will attempt to provide in its earnings release a reasonable range of earnings estimates and underlying assumptions for the forthcoming year. It is the Company’s policy to update the range of estimates should it become likely that the range will change materially. That update will usually be done in a widely disseminated news release. The Company may confirm its earlier guidance during the quarter so long as it has not changed materially. However, as the quarter progresses, once the Company has a clearer picture of the financial or business related results for the quarter, it will no longer comment on its previous earnings guidance without first issuing a news release providing an update for the quarter.
The Company will not comment on an analyst estimates in relation to the Company’s range of estimates except to refer the analyst to the Company’s prior public disclosures.
The Company may also provide other forms of guidance to aid analysts and investors in making their own estimates or in making an investment decision. Such guidance may include:
Qualitative statements about market conditions;
Trend information that may affect the business of the Company;
Qualitative statements about high-level measures such as revenues and results of operations, provided that this information has previously been included in the Company’s public disclosures;
Estimates or forecasts of factors that may drive earnings without describing all factors that might be in the Company’s internal financial forecasts; and
Qualitative information on business measures or assumptions,
provided always that the foregoing is subject to the Company’s policy regarding selective disclosure of material information.
The Company will observe a quiet period commencing as soon as quarterly or year-end earnings are known or reasonably determinable by senior management and continuing until the earnings are publicly released. During the quiet period, though it is preferable to avoid investor meetings, the Company may choose to participate in investor phone calls, meetings or conferences, but will limit the scope of disclosure to information that the Company has previously disclosed to the public, non-material information and generally known company or industry-related information. The Company will not discuss current operations or results of the business.
Analyst and Investor Access to Information and Management
The Company will not deny an analyst or investor access to Company information or management on the basis of a negative recommendation on the Company’s stock or a decision to sell the Company’s stock.
Distributing Analysts’ Report
The Company will not distribute analysts’ reports to the investing public.
The Company may from time to time and without notification make amendments to these guidelines.
This Policy applies to all employees, directors, officers, agents and crew on board vessels, of Safe Bulkers Inc., its subsidiaries and to all employees, directors, officers, agents of Safe Bulkers Management Ltd., Safe Bulkers Management Monaco Inc., and of Safety Management Overseas S.A.