Corporate Communications Policy August 2015
Table of Contents 1 Purpose... 3 2 Scope... 3 3 Objectives... 3 4 Definitions... 3 5 Media relations, public comments, and designated spokespersons... 4 5.1 Media relations... 5 5.2 Disclosure of information... 5 5.3 Roles and responsibilities of the designated spokespersons... 5 5.4 Public comments... 5 5.5 Public statements of personal opinion... 5 6 Release of information... 6 6.1 Principles of material information disclosure... 6 6.2 Unintended selective disclosure... 6 6.3 News releases... 6 6.4 Routine information requests... 6 6.5 Responding to rumours... 6 6.6 Electronic communication and the corporate website... 6 7 Internet discussion forums, Social Media, chat rooms and e-mail... 6 8 General Dealings with the public... 7 9 Consequences for non-compliance... 7 August 2015 2 / 8
1 Purpose This policy establishes guidelines for the Scope Group including Scope Corporation AG, Scope Ratings AG and all other Scope entities (henceforth the Company ) for communications by the Company. It covers the release of information about the Company to the general public, media, customers, authorities, investors, financial community and other stakeholders. Compliance with this policy is important both for business reasons and to meet the Company s legal and regulatory obligations. 2 Scope This policy applies to all Scope personnel with respect to any information (general, confidential, or material) in whatever form or means, regarding the Company that is shared between the Company, personnel, and other parties. The Company views all employees as reputation managers not only for themselves, but for their employer and clients as well. 3 Objectives Scope is committed to contributing to more transparency in capital markets and becoming a European alternative to the status quo for institutional investors and issuers. The Company believes in fostering a strong connection between employees and community and supports external communication in the following forms as valuable components of shared media. However, as a Credit Ratings Agency (CRA) registered with the European Securities and Markets Authority (ESMA), Scope is governed by the European CRA regulatory framework and has to respect the communication rules that underpin the regulatory framework. The objective of the Company s communication policy is: to ensure that material information and rating actions or rating announcements are disclosed in a timely, consistent and appropriate manner; to provide guidelines for the broad dissemination or material information pursuant to all applicable legal requirements; to prevent the improper use or premature disclosure of confidential material information; and to provide direction for all Scope personnel in the appropriate treatment of material, confidential, general and routine Company information. The Company has an obligation to ensure all information material regarding the business affairs of the Company is disclosed to the public in an appropriate manner. This policy will assist the Company in satisfying the objectives above, and in assigning responsibility for the implementation and oversight of these policies and procedures. 4 Definitions Confidential information this means all information that is not generally known to the public, including, prior to any public announcement of the Company any plans regarding potential rating action and revisions to criteria. Information is not confidential if it is: 1. contained in public disclosure documents (prospectuses, proposals, financial statements filed publicly with a regulatory body, or which have already been published by the relevant entity); 2. contained in a press release issued by the entity; 3. contained in a publication or newspaper of general circulation, or 4. information that the entity has communicated to Scope is public. August 2015 3 / 8
Confidential information of the Company is subject to strict confidentiality restrictions and care must be taken to ensure information is used only to further the approved business purposes of the Company. Access to confidential information is restricted to authorised persons who should be aware of their confidentiality obligations and who have signed confidentiality agreements where required by the Company. For more details please refer to our Code of Business Conduct & Ethis as well as to our Handling Confidential Information Policy. Wherever practical, confidential information should: be identified as such; be stored in locked cabinets to which access is restricted; be removed promptly from meeting rooms at the conclusion of meetings; be subject to secure limited access of electronically stored computer information; not be discussed in places where the discussion may be overheard; and not be copied unnecessarily or discarded where others can easily retrieve it. Confidential issuer information this means confidential information regarding an issuer that is provided to the Company by the issuer or the agents or representatives of the issuer in connection with the rating process. Credit Rating Action Scope publishes credit rating actions via one or more credit rating announcements and on the Company s website. Credit Rating Announcement written communications that publicly announce credit rating actions. General and routine information is information that would not otherwise be classified as material information, and which is not otherwise required to be kept confidential because of privacy laws. Material information any information relating to the business, financial information concerning the Company, rating actions and other affairs of the Company that when publicly released would significantly affect, or would be reasonably expected to have a significant effect on the public consideration of the company. Rating announcement written communications that publicly announce a rating, including but not limited to credit rating announcements. Selective disclosure disclosure of confidential information to one or more individuals or companies but not to the public. 5 Media relations, public comments, and designated spokespersons Our relations with the media and good relationships to journalists are the key to our success. They are a gate opener in order to communicate with investors and customers as they determine how we are perceived by the public. We support any positive endorsement or promotion of the Company. We believe fostering a strong connection between our employees and the media is a valuable part of our plan to build a European credit rating agency and be accepted as an essential part of the European financial markets. Employees of Scope are strongly committed, to be ambassadors for Scope; to strengthen trust and confidence in the Company; to treat all media representatives and media enquiries with respect; to remain available and responsive to media enquiries; to respond to all media enquiries in the shortest time possible; to engage in open dialogue with media representatives; and be available for additional explanation or commentary. August 2015 4 / 8
5.1 Media relations All media relations are coordinated by Corporate Communications. Unless expressly authorised, media relations and media interviews are restricted to the CEO and persons expressly authorised. A spokespersons list has been published and will be updated regularly. Any changes and/or amendments to the spokespersons list will be shared with all Scope employees via a memorandum and published internally on the intranet Scope Works. However, from time-to-time, senior officers and/or other subject-matter experts may be called upon to speak to the media regarding specific areas of responsibility or subjects. These opportunities will be arranged in advance in consultation with Corporate Communications. Scope personnel not authorised to serve as spokespersons may not respond on behalf of the Company to any enquiry from, or initiate communications with the media. All media enquiries must be referred to Corporate Communications as soon as possible for immediate response by a designated spokesperson. 5.2 Disclosure of information The Company is committed to timely, accurate, and complete disclosure of material information in an appropriate manner. For further details on the disclosure of information please refer to our internal document Disclosure Requirements. 5.3 Roles and responsibilities of the designated spokespersons In order for Scope s communications to fulfil the Company s policies and goals, it is essential that the spokespersons are individuals with the best expertise and overview of relevant topics. Only designated spokespersons are permitted to issue statements on behalf of the Company. The designated spokespersons have a duty to speak truthfully and openly to the best of their knowledge regarding the company, subject to disclosure restrictions as discussed previously. 5.4 Public comments Scope employees are not allowed to make public comments on behalf of the company, verbal or written, without being explicitly authorised to do so. Any Scope personnel are invited to make speeches or presentations about Scope to industry groups, conferences, or public meetings as part of their normal areas of responsibility, should obtain approval from their superior before accepting such invitations. Should such an opportunity be accepted, the roles and responsibilities of the designated spokesperson stipulated apply. These restrictions include the publication of books, contributions to books or press articles. Scope employees must inform Corporation Communications as well as their superiors prior to accepting such a request and ensure content is aligned to the communications policy of the Company. 5.5 Public statements of personal opinion Scope personnel should refrain from making public statements of personal opinion regarding the Company and from presenting personal opinion regarding the Company as fact. August 2015 5 / 8
6 Release of information 6.1 Principles of material information disclosure When releasing material information, the Company will adhere to the following: where a determination has been made to disclose material information, such material information must be broadly disclosed to the public via news release immediately; disclosure must include any information the omission of which would make the rest of the disclosure misleading (incomplete information can be misleading); unfavourable material information must be disclosed as promptly and completely as favourable information; disclosure on the company s website does not itself constitute adequate disclosure of material information; no selective disclosure. Confidential information must not be disclosed to selected individuals; for example, in an interview with a journalist or in a telephone conversation with a significant investor; disclosure must be corrected if the Company subsequently learns that earlier disclosure by the Company contained a material error at the time it was given. 6.2 Unintended selective disclosure If confidential material information has been inadvertently disclosed to an analyst or any other person not bound by a confidentiality obligation, such information must be reported immediately to the Compliance Officer who will advise on the best approach to follow. 6.3 News releases News releases containing material information will be issued as soon as practicable to major media in Europe, as well as being posted on the Company website. In addition, it can be released on Social Media if Corporate Communications considers this useful. Corporate Communications is responsible for dissemination of information to the media. 6.4 Routine information requests Enquiries from the public for general and routine information can be answered by the appropriate employee if the information requested is contained in records or publications previously released for public distribution. Enquiries form the public cannot be answered if the enquiry concerns Company activities considered confidential. If such an enquiry is made, the employee will respectfully decline the request as containing confidential or proprietary information. 6.5 Responding to rumours In general, no comment will be made in response to rumours or speculation regarding the Company and its activities. However, certain exceptions may be made under the direction of the CEO or Head of Corporate Communications. 6.6 Electronic communication and the corporate website Proper precautions should be taken when using electronic communications, including emails, the internet and intranet, to disseminate confidential information. For further details on electronic communication and the corporate website please refer to our policy as described in our internal document Handling Confidential Information Policy. 7 Internet discussion forums, Social Media, chat rooms and e-mail Due to the immediacy of electronic information, only Scope staff mentioned on the Spokespersons list is permitted to engage in discussions about the specific area they are qualified to speak about. All other Scope personnel should not engage in discussions about the Company or its rating activities on internet discussion forums, chat rooms, Social Media (e.g. LinkedIn, Google+, Xing, Facebook) or bulletin boards. For general guidelines in regard with responsible communication please refer to our internal document Code of Business Conducts & Ethics as well as for more specific guidelines to our internal document Guidelines for Online Communication due to be published. August 2015 6 / 8
8 General Dealings with the public If the Company intends to announce previously confidential information at an analyst or investor meeting, a press conference, or conference call, the announcement must be preceded by a news release. Disclosure in individual or group meetings does not constitute adequate public disclosure of material information. The Company will provide only non-material information through individual and group meetings, in addition to previously disclosed information. Upon request, the Company will provide the same sort of detailed, nonmaterial information to individual investors or reporters that it has provided to analysts and institutional investors. Where practicable, spokespersons will keep notes of telephone conversations with media representatives and investors, and more than one Company representative will be present at all individual and group meetings. Spokespersons should consult the CEO or Head of Corporate Communications if questions arise concerning selective disclosure of previously confidential information. 9 Consequences for non-compliance Scope personnel will be advised of this policy and its importance. Scope personnel are responsible for consulting, understanding, and complying with this policy. There is no circumstance in which any law or regulation should be disregarded in the conduct of Company business. Failure to comply with this policy may result in disciplinary action, up to and including termination of employment with the Company. The disregard of this policy may also violate certain laws. Should the Company discover laws have been violated by Scope personnel, it may refer the matter to the appropriate regulatory authorities, which may result in criminal prosecution, civil action, fines and other penalties. August 2015 7 / 8
Contact Scope Ratings GmbH Scope Ratings AG Lennéstraße 5 10785 Berlin T: +49 (0)30 27891-0 F: +49 (0)30 27891-100 Service: +49 (0)30 27891-300 info@scoperatings.com www.scoperatings.com