EXHIBIT 99.1
NORTH BAY BANCORP
POLICY ON FAIR DISCLOSURE TO INVESTORS
POLICY STATEMENT
North Bay Bancorp ("NBAN" or the "Company") is committed to fair disclosure of
information about the Company without advantage to any particular analyst or
investor, consistent with the Securities and Exchange Commission's Fair
Disclosure Regulation ("Regulation FD") which became effective October 23, 2000.
The Company will continue to provide current and potential stockholders access
to key information reasonably required to make an informed decision on whether
to invest in NBAN stock. Consistent with Regulation FD, we also will provide
investor access to management.
The Company and its management believe it is in the Company's best interest to
maintain an active and open dialogue with stockholders and potential investors
regarding the Company's historical performance and future prospects. NBAN can
best create stockholder value by publicly articulating its strategies, business
strengths, and growth opportunities through an active dialogue. At the same time
we will also guard the Company's need for confidentiality about key business and
operating strategies.
COMPLIANCE
NBAN 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
Company publicly, not selectively.
COMPLIANCE GUIDELINES
NBAN has established the following guidelines to ensure compliance with
Regulation FD, and avoid selective disclosure of non-public material
information.
Disclosure Policy
The Company intends to expeditiously provide it shareholders and other members
of the investment community timely and material information, consistent with
legal and regulatory requirements, to promote an orderly market for the
Company's securities. It is the Company's further intent that such disclosure be
accomplished evenly during good times and less favorable times and that all
parties in the investment community have simultaneous access to disclosed
material information.
This disclosure policy confirms in writing the Company's existing policy. Its
goal is to develop and maintain realistic investor expectations by making all
required disclosures on a broadly disseminated basis and to be realistic on
prospects for future performance of the Company.
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NBAN will communicate its anticipated approach to compliance with Regulation FD
by furnishing it in a Form 8-K filing. In addition, NBAN intends to post its
policy on the NBAN web site and will post on the web site any changes in this
policy as they occur.
Scope: Who and what disclosures the policy covers
This policy covers all employees and the Board of Directors of the Company. It
covers disclosures in documents filed with the Securities and Exchange
Commission ("SEC") and written statements made in the Company's annual and
quarterly reports, news and earnings releases, letters to stockholders, speeches
by executive management and information contained on the Company's web site. It
covers press releases and oral statements made in group and individual meetings
with analysts, investors, investment advisers and other securities market
professionals, telephone calls with analysts and investors, and interviews with
the media as well as press conferences.
Disclosing Material Information
All material information to be disclosed should be publicly disclosed before or
simultaneously with any disclosure to analysts, securities market professionals
or institutional investors (unless subject to a confidentiality agreement). Such
public disclosure requires one or more of the following: a press release, a Form
8-K filing (either Item 5 or Item 9, unless another specific type of disclosure
is required), a MD&A in a Form 10-Q, a publicly available conference call or
other public disclosure. Posting information on the Company's web site alone is
not sufficient for public disclosure.
Disclosure Policy Committee and its role and responsibilities
The Board of Directors has authorized the Audit Committee to act as the
Disclosure Policy Committee.
The Disclosure Policy Committee should decide when material developments justify
public release and should make recommendations to the Chief Executive Officer on
disclosure policy and meet as conditions dictate. The role of this committee
should not be construed as conducting normal investor relations activities by
committee. Accordingly, any Company employee who believes that material
non-public information has been inadvertently disclosed to any member of the
media, analyst, securities market professional or holder of the Company's
securities should advise the Disclosure Policy Committee immediately. The
committee will review the facts and circumstances of such disclosure and the
Company's prior material disclosures in SEC filings and other public statements
to determine whether any updating or correcting is appropriate. In the event
that public disclosure is required for inadvertently disclosed material
information, such disclosure shall be made as soon as reasonably practicable
(prior to the later of 24 hours or the opening of the financial markets on the
next day following the inadvertent disclosure). The committee may review and
update this disclosure policy from time to time as it deems appropriate.
Designation of those authorized to speak on behalf of the Company and their
responsibilities
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The Chief Executive Officer and the Chief Financial Officer are designated as
the primary spokespersons for the Company, especially in regard to speaking with
analysts, securities market professionals and institutional investors. Others
within the Company or its operating units may, from time to time, be designated
by the Chief Executive Officer or the Chief Financial Officer to speak on behalf
of the Company or to respond to specific inquiries from the investment community
or the media. It is essential that the Disclosure Policy Committee be fully
apprised of all material Company developments in order to evaluate and discuss
those events to determine the appropriateness and timing for public release of
information or whether the information should remain confidential, and if so,
how that inside information is controlled. These developments include the status
of any merger or acquisition discussions or activities, material operational
developments, extraordinary transactions, major management changes and earnings
projections. The Chief Financial Officer shall be integrally involved in
scheduling and developing presentations for all meetings and communications with
the investment community and the media. After public dissemination, all of the
Company's disclosures will be monitored to ensure accurate reporting and to take
corrective measures, if necessary. All new material disclosures should be
incorporated into the Company's disclosure record.
Instruction of employees who are not authorized spokespersons to refer inquiries
to the authorized spokespersons
Company personnel, other than the authorized spokespersons, should be instructed
that they are not to respond under any circumstances to inquiries from the
investment community or the media, unless specifically asked to do so by an
authorized spokesperson; nor are they to respond to inquiries from stockholders
concerning NBAN securities. A designated spokesperson in the Company will be
authorized to respond to local media queries, but should discuss such responses
with an authorized spokesperson in advance of providing the response. All
Company personnel should be informed in writing who the authorized spokespersons
are, and Company personnel (other than those authorized to do so) are not to
respond to inquiries from or discuss matters related to the Company with
representatives of the investment community or media. They will be instructed to
refer all such queries to an authorized spokesperson.
As a matter of policy, any communication from an employee, officer, director or
agent of the Company who is not an authorized spokesperson and who has not been
so authorized to speak on behalf of the Company shall be deemed an "unauthorized
communication." As such, the unauthorized communication may be disavowed by the
Company and shall not be deemed made on behalf of the Company unless expressly
affirmed by the Company acting through an authorized spokesperson.
News releases
A news release should be considered for issuance regarding new material
developments, unless the Disclosure Policy Committee determines that such
developments must remain confidential for the time being and appropriate control
of that insider information is instituted. Should an inadvertent material oral
statement be made in a selective forum (e.g., an analyst meeting or telephone
call with an analyst or investor), then pursuant to the standing direction of
the Disclosure Policy Committee, the Company will immediately issue a news
release in compliance with Regulation FD in order to publicly disclose that
information.
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Under normal circumstances (an exception is made in the case of an inadvertent
disclosure of material information in a selective forum, in which case the need
for immediate release may require that the normal review and approval process be
circumvented), a news release containing new material information should be
reviewed and approved by the Disclosure Policy Committee and retained as part of
the Company's record of disclosures.
The news release should be transmitted to the wire services and should be
monitored to determine when the news has crossed at least one of these wire
services and is considered fully released. Additionally, the news release should
be transmitted directly to the media in the areas where the Company has its
headquarters and operations.
Responding to market rumors
So long as it is clear that the Company is not the source of the market rumor,
the Company's spokespersons should respond consistently to those rumors, saying.
"It is our policy not to comment on market rumors or speculation."
Projections that are identified as forward-looking
The Company may release earnings projections using the safe harbor for such
forward-looking statements as prescribed in the Private Securities Litigation
Reform Act of 1995. The Company may provide such forward-looking information to
enable the investment community to better evaluate the Company and its prospects
for performance. The Company may provide forecast information with respect to
expected income growth or loss and with respect to revenue growth or decline on
a quarterly and annual basis, which analysts and investors may use in developing
their own earnings estimates.
A forward-looking statement made in the Company's written documents should be
identified as such and accompanied with meaningful cautionary language that
warns investors that there is a risk that the statement could change materially.
In the case of oral forward-looking statements, the statement should be
identified as such and, if the cautionary language is not included in a
previously released, readily available written document, it will immediately
accompany the statement. Otherwise, the spokesperson can refer to a readily
available written document (news release, the MD&A in a Form 10-K or 10-Q) for
the cautionary language.
Commenting on analysts' earnings estimates and reviewing analysts' draft models
or reports
The Company shall not express that it has "not changed" or is "still comfortable
with" or words of similar substance or effect regarding its own projections or
any third party's estimates of the Company's future results of operations,
earnings or other financial results, and it shall neither confirm nor deny nor
express comfort that its likely results will be higher, lower or the same as its
own projections or third party estimates, unless it does so by means of a
uniform simultaneous release of information to the investment community by means
of a public press release, filing of a Form 8-K, filing of a MD&A in a Form 10-Q
or conference call open to the public as to which the required adequate notice
has been provided.
When analysts inquire with respect to their earnings estimates, the Company may
(1) acknowledge what is the current range of analysts' estimates if such
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information is in the public domain ("street estimates"), and (2) question an
analyst's assumptions if his/her estimate is out of the current range of street
estimates. The Company spokesperson may comment in a general way on analysts'
projections with nonmaterial information and should correct factual errors in
analysts' reports or models.
The Company may review on a limited basis analysts' models or reports upon
request. The spokesperson will only review information contained in the report
or model for the narrow purpose of correcting historical information or
identifying information in the public domain. The spokesperson will not comment
on analysts' conclusions or soft information, i.e., commentary, opinion, rumor
or conjecture, contained in their report or model. Should analysts send copies
of their reports or models for review, an authorized Company representative may
review the report with the analyst orally under the above guidelines and will
not retain any copies of those reports.
The above activities of the Company with respect to analysts' earnings estimates
and models or reports shall be subject to the quiet period noted below.
Should the Company determine during the course of a quarter that the Company's
earnings or other forecasts will most likely fall below its projections or the
consensus of analysts' estimates, the Disclosure Policy Committee should
determine the need and timing of a news release acknowledging that possibility,
giving the reasons why to the best of its knowledge and, if possible, what is
being done about the situation. Only after the news release has been issued will
the Company hold any discussions with analysts on this matter.
Analyst meetings and conference calls
The Company shall cooperate with analysts and investors to the extent permitted
by applicable laws and regulations, and without disclosing material nonpublic
information. The Company may meet with analysts and portfolio managers on an
individual or small group basis as needed and will initiate contacts or respond
to analyst and investor calls in a timely manner.
The Company may conduct interactive conference calls with analysts and investors
on a quarterly basis, usually the morning after the quarterly earnings news
release has been issued. Pre-announcements about such calls will be made through
a media release, by electronic distribution, and posting on the Company's web
site. For quarterly conference calls, the pre-announcements will be made
approximately two weeks before the conference call. In the event of a preemptive
earnings release (one made prior to a normal announcement because of an expected
shortfall below the street's estimates) or a special new announcement, a
conference call will normally be held during non-trading hours after the release
has been publicly transmitted.
The Company should announce the date and time of the conference call in a press
release to permit simultaneous access by the public. The media may call a "800"
number and listen to the call on a real-time basis but may not ask questions
during the call. Once the Company's web site has become fully operational, a
playback of the conference call will be provided on the web site after the
conference call along with a transcript of the call. Both of these items will be
moved to an archive section of the web site, and clearly identified as historic
documents, a short time after they are first posted.
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A member or members of the Disclosure Policy Committee will listen to the call
to determine if new material information may have been released to determine
whether a news release is called for to fully disclose the information. A
transcript of the call will be reviewed by a member of the Disclosure Policy
Committee and reviewed by the Company's counsel. It will be retained as part of
the Company's disclosure record, along with the tape of the call.
At the beginning of the call, a Company spokesperson introducing the call or the
person actually conducting the call should make a statement that forward-looking
information may be discussed during the course of the call, and, if so, it
should be identified as such with words such as "we expect," "we believe," "we
predict," etc., and should be followed by appropriate cautionary language or
reference to cautionary statements contained in readily available (publicly
released) documents. Any excerpts from the conference call placed on the
Company's web site containing forward-looking statements should have the
cautionary language as part of the transcribed statement (even if it means
editing the cautionary language into the statement that may have been referred
to orally during the call as being contained in another written document).
Quiet Period
The Company will observe a "quiet period," during which the Company does not
comment on financial outlook for the corporation. A quiet period will begin two
weeks before the end of each fiscal quarter and end on the date the Company
makes public disclosure of its financial results for such fiscal quarter. During
this period, the Company will not schedule investor meetings and will not
comment on current business trends. During the quiet period the Company will not
privately discuss with analysts, even as otherwise permitted under this policy,
their earnings estimates nor review even on a limited basis their models or
reports nor may the Company privately discuss its own projections with analysts,
securities market professionals or investors. The Company will notify the public
of the timing of the "quiet period" by furnishing this policy in a Form 8-K
filing and by posting this information on its web site.
Monitoring Company advertising and marketing materials
The Vice President/Compliance will be responsible for monitoring the Company's
advertising and marketing materials to ensure that claims are truthful and any
forward-looking statements (e.g., anticipated dates for new products or
programs, etc.) are monitored to make certain these are publicly updated should
they change materially.
Referring to or distributing analyst reports on the Company
The Company regards analyst reports as proprietary information belonging to the
analyst's firm and should not provide such reports on the Company's web site or
through any other means to persons outside of the Company.
Presentations
The Company will continue to use the safe harbor guidelines for forward-looking
information as part of individual, group, and conference investor communications
formats.
The Company will participate in securities firm-sponsored and other investor
conferences. It will be our practice to issue media releases in conjunction with
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the major presentations scheduled during the year, and to post those
presentations on our web site. Any inadvertent disclosures at these conferences
will be promptly disclosed via media release.
Authorized representatives will meet with individual investors and groups of
investors. Similarly, we may participate in other public forums at which
analysts or investors could be present, including industry seminars and employee
and annual stockholder meetings. 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.
FURTHER INFORMATION ABOUT REGULATION FD
All inquiries regarding the provisions or procedures of this policy should be
addressed to the Chief Executive Officer.
Adopted by the Board of Directors June 25, 2001.
Adopted by the Board of Directors August 22, 2005.
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