| Policy Statement
PG&E Corporation is committed to the fair disclosure of information
about PG&E Corporation consistent with the Securities and Exchange
Commission’s Regulation Fair Disclosure (“Regulation
FD”). For purposes of this policy, “public disclosure”
means filing or furnishing a Form 8-K with the Securities and Exchange
Commission (SEC), or by disseminating information through another
method (or combination of methods) of disclosure that is reasonably
designed to provide broad, non-exclusionary distribution of the
information to the public. The Corporation provides public disclosure
through various means including publicly noticed Webcasts, SEC reports,
and press releases.
It is PG&E Corporation’s policy is to maintain an active
and open public dialogue with shareholders, institutional investors,
broker/dealers, and sell-side analysts (collectively, “Securities
Market Participants”), that provides full, fair, accurate,
timely and understandable disclosure of the Corporation’s
historical performance and future prospects in accordance with generally
accepted accounting principles, and with the rules and regulations
established by the SEC. PG&E Corporation further believes that
the market for its securities is best served when its strategies,
business strengths, risks, and growth opportunities are publicly
articulated.
Compliance
It is PG&E Corporation’s policy to comply with all periodic
reporting and disclosure requirements, including Regulation FD.
It has been, and continues to be, our practice to disclose material
information about the company publicly and timely, not selectively.
Employees of PG&E Corporation will not disclose material non-public
information about the company except as provided for by SEC rules
and regulations, including Regulation FD. If any employee determines
that material non-public information has been disclosed, that employee
should contact the Investor Relations organization immediately.
Investor Relations will determine the appropriate public disclosure
that will have to be made in accordance with SEC rules and regulations.
Compliance Guidelines for this Regulation FD Disclosure
Policy
PG&E Corporation has established the following guidelines to
ensure compliance with Regulation FD, and avoid selective disclosure
of material non-public information.
I. Public Posting
PG&E Corporation will post this policy statement on its website
at www.pgecorp.com and update it as necessary to ensure that Securities
Market Participants are informed about the Corporation’s
disclosure policy.
II. Authorized Representatives of Corporation
a. Persons authorized to communicate on behalf of the Corporation
to Securities Market Participants are limited to the President
and Chief Executive Officer, the Chief Financial
Officer, Controller, the Presidents
and Chief Financial Officers of Corporate subsidiaries, the
Vice President of Investor Relations, and the Investor Relations
staff. A member of the Investor Relations organization must
participate in all communications between the designated officers
and Securities Market Participants except for communications
between the CEO and CFO of the Corporation and Securities
Market Participants.
b. In addition, the Corporate Secretary and such members of
the Corporate Secretary’s staff as are designated by the
Corporate Secretary are authorized to communicate with shareholders
and beneficial owners in response to inquiries regarding shareholder
accounts and other administrative matters. A member of the Investor
Relations staff is not required to participate in, or review,
such communications.
c. Other officers or employees of the Corporation may communicate,
from time to time, with Securities Markets Participants, subject
to the approval of the Vice President of Investor Relations.
Such communications may occur only when a member of the Investor
Relations organization is participating and after such officer
or employee has completed financial disclosure training pursuant
to the following Section III (a). Authorized representatives
and employees are not authorized to communicate business or
financial information about the Corporation that is material
non-public information, except through Corporation-approved
public disclosure.
d. It is our policy that, except as specified under (a), (b)
and (c) above, employees shall not communicate with Securities
Market Participants, and should refer all questions to the Investor
Relations organization. This policy will be communicated broadly
to employees at least annually.
e. The Corporation believes that one-on-one communications
with Securities Market Participants are a valuable component
of its Investor Relations program. Except as provided in clauses
(a) and (b) above, a member of the Investor Relations organization
shall participate in such conversations. During such conversations,
authorized representatives may discuss information the Corporation
has previously publicly disclosed, non-material information,
and generally known company or industry-related information.
f. In order to ensure that complete and accurate information
is obtained, Securities Market Participants should direct all
inquiries regarding the Corporation’s financial condition,
results of operations, strategies and other similar matters,
to the Investor Relations organization. Statements by employees
or agents who are not authorized representatives of the Corporation
should not be relied upon.
III. Financial Disclosure Training
a. All employees covered by Section II (a), (b), and (c) above,
shall be required to undertake appropriate training and preparation
before participating in discussions with any Securities Market
Participants. Such training will be repeated and updated periodically
as necessary.
IV. Quarterly Earnings Release Conference Calls and Updates
a. We will hold quarterly investor conference calls open to
the public and media, and provide public notice about the call
through a media release, by electronic distribution, posting
on at least one well known public financial information website,
and the PG&E Corporation website. Before the conference
call, we will furnish our quarterly or annual written earnings
release to the SEC on a Form 8-K.
b. Playback of the conference call will be provided on the
PG&E Corporation website after the conference call.
c. When we provide guidance relative to PG&E Corporation
financial goals, all guidance, and changes to or affirmations
of guidance, will be provided through public disclosure.
d. As needed, from time to time, we will hold topical investor
conference calls open to the public and media, and provide public
notice about the call through a media release, by electronic
distribution, posting on at least one well known public financial
information website, and the PG&E Corporation website.
e. Following any investor call or public comment, we will not
provide new material information or elaborate in a material
way beyond what was covered during the call or public comment.
V. Analyst Models and Reports
If requested, we will review draft analyst reports and model
inputs of actual results for accuracy on publicly disclosed
facts only.
VI. Presentations
a. We will use the safe harbor guidelines for forward-looking
information as part of individual, group, and investor conference
communications formats.
b. PG&E Corporation will participate in securities firm-sponsored
and other investor conferences only to the extent that they
are Webcast and adequate prior public notice is given. It will
be our practice to issue media releases in conjunction with
the Corporation’s major presentations scheduled during
the year, and to post those presentations on our website.
c. The Corporation will participate in other forums at which
Securities Market Participants could be present, including industry
seminars, trade shows, employee, retiree, 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.
VII. Media Communications
Although the Corporation recognizes that Regulation FD does
not apply to communications with the media, it is the Corporation’s
policy to publicly disclose material information before discussion
with individuals representing the media.
Further Information about Regulation FD
All inquiries regarding the provisions or procedures associated
with this policy should be addressed to the Investor Relations Department
at:
(415) 267-7080, or
invrel@pge-corp.com |