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ROHM AND HAAS POLICY ON
FAIR DISCLOSURE TO INVESTORS
Policy Statement
Rohm and Haas 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 shareholders access to key information reasonably
required to make an informed decision on whether to invest in Rohm and Haas
stock. Consistent with Regulation FD, we also will provide investor access to
management.
Rohm and Haas Company and its
management believe it is in the company's best interest to maintain an active
and open dialogue with shareholders and potential investors regarding the
company's historical performance and future prospects. Rohm and Haas can best
create shareholder 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
Rohm and Haas 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
Rohm and Haas has established
the following guidelines to ensure compliance with Regulation FD, and avoid
selective disclosure of non-public material information.
I. Disclosure Policy
Rohm and Haas furnished its
anticipated approach to compliance with Regulation FD by furnishing it in an
8K filing with the Securities and Exchange Commission in October, 2000 and
keeps this policy updated on the company’s website.
II. Authorized Representatives of Company
a. Persons authorized to
communicate on behalf of the corporation to analysts, securities market
professionals and major shareholders of the corporation are limited to the
Chairman and CEO, President and COO, CFO, Members of the Executive Council,
Director of Investor Relations, and Manager of Financial Communications.
b. Other officers or employees of the corporation may communicate with
analysts and investors as part of the corporation's investor relations
program. In such instances, an authorized representative will also be
present. No employee is authorized to communicate business or financial
information about the company that is non-public, material information,
except through company sanctioned, public disclosure.
c. Employees will be notified that, except as specified under (a) and (b)
above, they should not communicate on substantive matters with analysts and investors,
and refer all questions to the Director of Investor Relations, or in his or
her absence, another authorized representative.
d. Senior managers (Executive and Leadership Council) are encouraged to make
appropriate announcements and to conduct interviews about their business,
technology and significant developments with the media. Media interviews are
exempt from FD Regulations and Guidelines.
e. Appropriate training will be provided to each authorized representative on
compliance with this policy, review of public statements regarding material
information and procedures for disclosing non-public information.
III. Quarterly Earnings Release Conference Calls and Updates
a. We will hold quarterly
investor conference calls open to the public and media (in listen-only mode),
and provide public notice about the call through a media release, by
electronic distribution, and posting on the Rohm and Haas web site. For
quarterly conference calls, the information will be posted on our web site
approximately two weeks before the conference call.
b. A playback of the conference call will be provided on the Rohm and Haas
website 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, and clearly
identified as historic documents a short time after they are first posted.
c. We will provide annual company
guidance relative to Rohm and Haas financial goals. All guidance, and changes
to or affirmations of guidance, will be provided through public disclosure,
such as media releases, conference
calls open to the public, or webcasts
IV. Analyst Models and Reports
We will review draft analyst
reports for accuracy on publicly disclosed facts only.
V. Presentations
a. We will continue to use the
safe harbor guidelines for forward-looking information as part of individual,
group, and conference investor communications formats.
b. Rohm and Haas will continue to participate in securities firm-sponsored
and other investor conferences. It will be our practice to webcast these
presentations where possible. When a
webcast is not available, the company will issue a press release summarizing
the presentation and post that presentation on our website, www.rohmhaas.com A press release announcing the time and
details of a webcast will be issued in advance with the information necessary
to access the audio broadcast. Any
inadvertent disclosures at these conferences will be disclosed via media
release as soon as possible.
c. Authorized representatives will continue to meet with individual
investors, groups of investors, and in company-sponsored facility tours.
Similarly, we will continue to participate in other public forums at which
analysts or investors could be present, including industry seminars, trade
shows, employee, retiree and annual shareholder meetings, and meetings with
commercial partners that are shareholders. 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 Gail Granoff, Rohm and Haas Company Chief Compliance and
Governance Officer at GGranoff@rohmhaas.com
Questions or comments about
the company and its financial performance can be directed to:
Gary O'Brien
Director
of Investor Relations.
GOBrien@rohmhaas.com
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