Prior to attending a BWG Strategy Event, including but not limited to a conference call or roundtable
discussion (“Event”), Attendees are to affirm and comply with the following guidelines.
- BWG will use best efforts to ensure that Services performed in connection with each Event will concern, relate to,
and derive only from sources of public information. BWG does not receive or disseminate or facilitate the receipt or
dissemination of non- public information.
- BWG does not pay or otherwise compensate Industry Professionals.
- Securities investors will be attending the Event sand:
- i. the securities investors do not want to receive, and the Industry Professional agrees not to communicate any
material, nonpublic information about any company that will be discussed (each, a "Subject Company"), any
other company or its respective industry. The securities investors may use the information provided at the
Event to assist in buy and sell decisions and would be seriously harmed if they were provided with any
material non-public information about a company.
- ii. the Industry Professional understands that the securities investors are not seeking, and the Industry
Professional agrees to not provide, any non-public “confidential” information related to bookings, orders,
sales, earnings, strategic transactions, management changes, or other material events or forecasts; and
- iii. the securities investors do not want to receive any information that the Industry Professional is obligated to
keep confidential, has reason to believe is confidential, is not authorized to disclose to securities investors, or
that the Industry Professional was not authorized to receive, whether such restriction is from law, agreement,
or company policy.
Upon agreeing to attend a BWG Event, every participating Industry Professional affirms and agrees to the
following:
- By their attendance, employees of and contractors or consultants affiliated with publicly traded or private
companies agree not to disclose non-public information that is covered by a confidentiality agreement or otherwise
subject to a fiduciary (or similar) duty that would prohibit disclosure of material, non-public information within the
meaning of the federal securities laws.
- With respect to any attendee, Industry Professional or other, who is a former employee of or former contractor or
consultant affiliated with a publicly-traded company, who has not been separated from the publicly-traded
company for more than twelve (12) months as of the date of attendance at any Event, the attendee shall refrain
from commenting on his former publicly-traded company at the Event.
- Confirmation that the Industry Professional is not bound by an obligation to maintain the confidentiality of any of
the information that will be disclosed to other attendees, including securities investors. The Industry Professional
has not obtained any of the information that will be disclosed to the other attendees from anyone who has an
obligation to maintain the confidentiality of that information.
- If employed, the Industry Professional has informed his or her employer that the Industry Professional will be
attending BWG Events and has obtained his or her employer’s express consent to disclose the information that will
be discussed at BWG Events.
- The Industry Professional, who is disclosing the information that will be disclosed to Event participants, including
securities investors, is not violating (i) any policy or procedure of the Industry Professional’s employer, (ii) any
domestic or foreign regulations or law applicable to the Industry Professional’s conduct, or
(iii) any employment, consulting or confidentiality agreement, arrangement, understanding or policy to
which the Industry Professional may be subject.
Conference Call Guidelines
- At BWG Strategy’s discretion, Clients and Industry Professionals may be invited to join an Event via an audio
conference call or video conference. Should a participant join a meeting remotely, they represent that they may not
under any circumstances.
- i. Publish, or distribute or make available for others the remote access dial-in information
- ii. Conference in other professionals external to their organization, and enable others external to their
organization to listen or view an Event
- iii. Distribute a recording of any Event
- Any participant who breaches the above guidelines will be subject to associated liabilities
BWG Industry Professional Vetting Process and Handling of Confidential Non-Public Information
BWG Strategy follows rigorous processes to communicate and confirm that Industry Professionals are fully aware of the
risks and ramifications of communicating material non-public information (“MNPI”) or information that is otherwise
protected by confidentiality agreements (“Confidential Information”).
All Industry Professionals are qualified by a Principal of BWG Strategy. The qualification includes an in- person discussion
or a discussion over the phone to discuss the format of the meetings, and that securities industry professionals will be
attending such events. The Principal also describes BWG‘s Event Guidelines, including the handling of MNPI and any
other information that is otherwise protected by confidentiality agreements. It is further communicated that, if
employed, the Industry Professional is required to obtain all necessary approvals from their employer to attend and
participate in BWG events. If they were formerly employed by a public company within the prior 12 months, the
Industry Professional will be restricted from discussing their prior employer.
Assuming the Industry Professional passes the initial qualification, is interested in participating at events and
acknowledges, agrees to and intends to comply with the BWG Event Guidelines, the Industry Professional is sent
participation details as well as a copy of the BWG Event Guidelines.
BWG Strategy Event Preamble
BWG Strategy Principals moderate each Event, and at the beginning of each event the BWG Principal reads aloud a
prepared statement, as follows:
Thank you all for joining BWG Strategy’s roundtable conference call.
Before we start, I would like to review BWG’s Event Guidelines By attending this Event you hereby agree
to follow
- This is a forum for publicly available information only. Please do not share any
non-public information, or any information covered by confidentiality agreements.
- If you are a former employee, contractor, or consultant of a publicly traded company and
have left the company within the past 12 months, you are restricted from commenting on
your former employer;
- You agree that the information shared today is solely for the benefit of the attendees.
- You confirm that you are not bound by any obligation to maintain
the confidentiality of any of the information that you share today;
and
- If you are employed, you have obtained all necessary approvals to attend and share
information at this Event and you are not violating any policy, regulation, or agreement by
participating at this Event.
In the event there is a breach of the Event Guidelines during an event, the moderating BWG Principal will terminate the
event and communicate to the attending client firms the nature of the breach. In the event BWG Strategy learns
retroactively that the Event Guidelines were breached, BWG Strategy will communicate the nature of the breach to the
attending firms.
