Roundy's Supermarkets Inc. - Roundy's Supermarkets, Inc. Disclosure Policy

Roundy's Supermarkets, Inc. Disclosure Policy

Disclosure Policy
It is the policy of Roundy’s Supermarkets, Inc. ("Roundy's" or the "Company") to provide timely, consistent and accurate information to the public consistent with contractual, legal and regulatory requirements applicable to the Company, and that all members of the investment community, including holders of the Company’s debt securities, have prompt and simultaneous access to disclosed information in a non-exclusionary fashion.

In furtherance of this policy, the Company has chartered a Disclosure Committee (the "Committee") and charged the Committee with the responsibility of, among other things, adopting and disseminating this Disclosure Policy.

Scope. This Disclosure Policy is applicable to all directors, officers and employees of Roundy's and its subsidiaries (collectively, "Employees"). It applies to disclosures in documents filed with the Securities and Exchange Commission and written statements made in the Company's periodic reports, news and earnings releases, letters to securityholders, oral statements made in group and individual meetings with holders of the Company's notes ("Investors"), phone calls, interviews with the media, press conferences and all other communications of material information that are or are reasonably likely to be transmitted directly or indirectly to the public.
Compliance. Employees may not disclose material non-public information about the Company except in accordance with this Disclosure Policy. If any Employee believes that any material non-public information has been disclosed other than as authorized by this Disclosure Policy, the Employee will immediately notify a member of the Disclosure Committee and the Disclosure Committee will determine the appropriate public disclosure to be made in accordance with applicable SEC regulations.
Definitions
1. Material Information. Information is "material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Earnings information and guidance regarding earnings forecasts¹ are material. Other types of information or events that are likely to be material include (but are not limited to) the following:
  - mergers, acquisitions, joint ventures or changes in assets;
  - default on debt obligations;
  - significant developments regarding customers or suppliers, such as the significant acquisition or loss of a contract;
  - changes in control or in senior management;
  - a change in auditors or an auditor’s notification that the Company may no longer rely on an auditor's reports;
  - events regarding the Company’s securities, such as public or private sales of additional securities by the Company;
  - bankruptcy, receivership, insolvency or other significant liquidity events; and
  - litigation.
  ¹Earnings guidance includes indications that earnings are "up," "down," or "flat," along with such statements as "that sounds about right," and "that's in the ballpark."
2. Non-public Information. Information is "non-public" unless and until it has been disseminated in a manner reasonably designed to make it generally available to Investors. Information is presumed to be "non-public" until the first business day following the earliest to occur of the following events: (i) the issuance by the Company of a press release containing the information; or (ii) the filing by the Company of a Periodic Report (Form 10-K, Form 10-Q or Form 8-K) containing the information.
Designated Spokespersons. The Corporate Secretary and Group Vice President—Legal, Risk and Treasury ("Secretary") and the Director, Public Affairs are designated as the "Primary Spokespersons" for Roundy’s. Others within Roundy’s, including those persons designated from time to time by a Primary Spokesperson, will serve as "Authorized Spokespersons," to speak on behalf of the Company or to respond to specific inquiries from the investment community or the media. The Primary Spokespersons will be responsible to schedule and develop presentations for all meetings and communications with the investment community. No one but a Primary Spokesperson or Authorized Spokesperson is authorized to talk to the media, Investors or the investment community. All inquiries from such sources must be immediately referred to one of the Primary Spokespersons.
Disclosure Committee. The Members of the Disclosure Committee are (i) the Chief Executive Officer; (ii) the Chief Financial Officer; (iii) the Group Vice President-Legal, Risk & Treasury and Corporate Secretary; (iv) the Vice President and Controller; (v) the Vice President, Finance and Treasury; (vi) the Vice President & Corporate Counsel; (vii) the Manager of Financial Reporting; and (viii) the Manager of Strategic Planning. The Disclosure Committee will carry out its duties and responsibilities, as set forth in the Disclosure Committee Charter. The Committee will review this Disclosure Policy on an annual basis and is authorized to make changes to this Disclosure Policy if necessary.
Informing the Disclosure Committee of Material Developments. The Disclosure Committee must be kept fully informed as to all developments that may be material in order to evaluate and discuss those events to determine the appropriateness and timing for public release or to determine whether the information should remain confidential and, if so, how that information is controlled. To assure this information flow, certain members of the Committee will regularly receive all internal reports, meeting minutes and other summary documents evidencing the current state of the business affairs of the Company. In addition, the Committee may involve one or more key executives from its operating units to discuss and gain a better understanding of material operational developments.
Responding to Inquiries. Employees (other than the Authorized Spokespersons) are not authorized to respond under any circumstances to inquiries from the investment community or securityholders unless specifically authorized to do so by the Secretary. Employees are instructed to refer all such inquiries to the Secretary. Additional guidance on media-related questions is set forth in the Company’s Media Contact Policy.
Methods for Public Disclosure. The Company will disseminate material information through appropriate Periodic Reports and, in addition, if deemed appropriate, other methods of disclosure that are reasonably designed to provide broad, non-exclusionary distribution of the information to the public. The Company will publicly disseminate the information before making that information available on a selective basis to the investment community, such as institutional Investors or holders of the Company’s securities or any other member of the public.
Inadvertent Disclosures. If a Company official or Board Member makes an inadvertent disclosure of material, non-public information on a selective basis (i.e., a meeting or phone call with an investor that was not previously broadly disseminated), the Company’s policy is to broadly disseminate that information publicly as soon as reasonably practicable.
Review of Releases or Periodic Reports by Disclosure Committee. Under normal circumstances the release or filing containing the material information will be reviewed and approved by the Disclosure Committee prior to such release or filing.
An exception may be made in the case of an inadvertent disclosure of new material information on a selective basis, in which case the need for immediate release would require that the normal review and approval process be circumvented.
Monitoring and Preserving the Company's Reporting. The Company's disclosures will be monitored by the Disclosure Committee to ensure accurate reporting and to take corrective measures, if necessary. Records summarizing issues discussed and decisions made by the Disclosure Committee will be maintained by the Secretary for an appropriate period of time.
Responding to Market Rumors. So long as it is clear that the Company is not the source of the market rumor, the Company's Authorized Spokespersons will respond consistently to those rumors concerning potentially material developments saying, "It is the Company’s policy not to comment on market rumors or speculation." Should the SEC request the Company make a definitive statement in response to a market rumor that is causing significant volatility, the Disclosure Committee will consider the matter and make a recommendation to the CEO on whether to make a policy exception.
Forward-Looking Statements and the PSLRA Of 1995. Roundy’s may, from time to time, make forward-looking statements using the safe harbor as prescribed in the Private Securities Litigation Reform Act ("PSLRA") of 1995, provided that the Company will not do so on a selective basis and will otherwise comply with this Disclosure Policy. The Company may provide forward-looking, non-material, public information to enable the investment community to better evaluate the Company and its prospects for performance. Forward-looking statements made in the Company's written documents will be identified as such and accompanied with meaningful cautionary language that warns Investors that there is a risk that the statements could change materially (the "Safe Harbor Statement"). In the case of oral forward-looking statements, the statements will be identified as such. Otherwise, the Authorized Spokesperson can refer to a readily available written document (news release, the MD&A in the Company’s Periodic Reports) for the cautionary language. The Disclosure Committee will review the Company’s Safe Harbor Statement on a regular basis.
Common Situations
1. Investor Conference Calls
  1. Type of Meetings and Communications. The Company anticipates that it will conduct conference calls with Investors on a quarterly basis, usually the day of or after the Company’s quarterly or annual earnings news release has been issued.
  2. Notice. The Company will announce through a press release the date and time of a conference call and include the information about how to participate in the call. Notice will generally be given at least a day in advance of such a call, unless special circumstances require a shorter period. The Company may use automated e-mail and fax notification lists to enhance its ability to give notice of press conferences and conference calls. Individual Investors or media not invited to participate on an interactive basis will be able to listen in on the conference calls. A recording of these calls will be made available for at least one week after the call on a published toll-free number. All published notices of these calls will include or be accompanied by the Safe Harbor Statement.
  3. Cautionary Statements under the PSLRA Of 1995. At the beginning of the conference call, a Company Authorized Spokesperson will make a statement that forward-looking information may be discussed during the course of the call and, if so, it will be identified as such with words such as "expect," "believe," "predict," etc., and refer the audience to appropriate cautionary language or reference to cautionary statements contained in readily available (publicly released) documents.
  4. Scripts and Outlines. A script or outline will be prepared for the presentation made during the conference calls or any other group presentations. The Company will attempt to identify beforehand those issues which are anticipated to be raised during such presentations, and the appropriate responses to avoid accidental, material disclosures of non-public information. All Company Authorized Spokespersons who might be involved in responding to those issues will be briefed before any such presentation, consistent with this safeguard. During such presentations, the Authorized Spokespersons shall avoid making any comments that suggest they will provide additional material information afterwards on a selective basis.
  5. Monitoring. At least one member of the Disclosure Committee will listen to the call to determine if new material information may have been released and, if so, to determine whether additional disclosure, such as a news release, is appropriate to fully disclose the information. A tape recording of the call will be retained as part of the Company’s disclosure record.
2. Meetings with Investors. If there are one-on-one or small group discussions with Investors, one or more members of the Disclosure Committee will be part of any such discussions. A member of the Disclosure Committee will pre-brief Company spokespersons before and after such discussions to ensure that material non-public information is not disclosed. The briefings will be done (i) to review the disclosure record so the spokesperson is familiar with the material information that is already on the public record and (ii) to determine whether material non-public information was disclosed in such discussions and, if so, what remedial actions should be taken.
3. Offerings and Acquisition Transactions. Prior to disclosing any information regarding or in connection with any securities offerings, whether registered or unregistered, or any acquisition transaction in which the Company is involved, the Disclosure Committee shall be consulted.
Referring to or Distributing Analyst Reports on the Company. Analyst reports on the Company and industry reports available may be provided periodically to the Board of Directors, senior management and other employees. Distribution of these reports internally is for information purposes only and shall not be represented as an endorsement of the analyst’s opinion.
Reporting of Non-Intentional Material Disclosures. All employees and the members of the Board of Directors are required to report promptly all non-intentional material disclosures. Reports are to be made to the Secretary.
Contact Person for Questions about this Disclosure Policy. All questions and inquiries regarding this Disclosure Policy should be addressed to the Secretary and, in such person's absence, to another member of the Disclosure Committee.