07/18/2003
COMPANY DISCLOSURE POLICY
NYMEX Holdings, Inc. and its subsidiary, New York Mercantile Exchange, Inc. (collectively, the "Company") consider it imperative that disclosure be conducted consistently and that all parties in the investment community have fair access to this information.
Scope of Policy
This policy covers all employees of the Company, its consultants, committee members and Board of Directors. 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 members, speeches made by top management and information contained on the Company's website. It covers oral statements made in meetings and phone calls with investors, as well as press conferences.
Creation of a Disclosure Control Committee
The Board of Directors should consider the creation of a Disclosure Control Committee ("Committee"). Members of the Committee should include the: President or Executive Vice President, General Counsel or other legal representative, and the Senior Vice President of Corporate Communications or designee. The Committee should be empowered to decide when material developments justify public release and will make recommendations on disclosure policy issues. The Committee should systematically review the Company's prior material disclosures in filings with the SEC and other public statements to determine whether any correcting is appropriate. The Committee should review and update, if necessary, this disclosure policy on an annual basis.
The Committee should designate a primary spokesperson(s) for the Company. Others within the Company may, from time to time, be designated 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 Control Committee be fully apprised of all material developments in order to evaluate and discuss those events and determine whether information should be released or remain confidential within the Company. The Disclosure Control Committee should also determine the timing of public releases and the manner in which confidential information is controlled. Material company developments include the status of any material merger discussions or activities, material operational developments, extraordinary transactions and significant management changes.
The Committee should be integrally involved in preparing press releases, in scheduling and developing presentations for all meetings and other communications with the investment community and the media. After public dissemination, all of the Company's disclosures should be monitored to ensure accurate reporting and whether or not to take corrective measures. All new material disclosures should be incorporated into the Company's disclosure record.
Employees, consultants, committee members and members of the Board 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(s). All should be informed in writing who the authorized spokesperson(s) are, and no one (other than those authorized to do so) is to respond to inquiries from or discuss matters related to the Company with representatives of the investment community or media. They should be instructed to refer all such queries to the authorized spokesperson(s).
Policy on Press Releases
A press release should be issued regarding new material developments, unless the Disclosure Control Committee determines that such developments must remain confidential for the time being and until appropriate control of that insider information is instituted. In this context, "material" means that a reasonable investor would regard the development as material to the investor's decision to buy, sell or hold the Company's securities. Should a material oral statement be made in a selective forum (e.g., an analyst meeting or phone call with an analyst or investor), the Company must immediately issue a press release in order to disclose that information fully to the public.
Under normal circumstances (an exception may be made in the case of an inadvertent disclosure of new material information in a selective forum, in which case the need for immediate release would require that the normal review and approval process be circumvented), a news release containing new material information should be reviewed and approved by the Committee and retained as part of the Company's record of disclosures.
Responding to Market Rumours
So long as it is clear that the Company is not the source of a market rumour, the spokesperson should respond consistently to those rumours, saying, in words of form or substance that, "It is our policy not to comment on market rumours or speculation."
The following is a cautionary statement that should be included in information that is disseminated:
CAUTIONARY STATEMENT
The New York Mercantile Exchange, Inc., (the "Exchange") is making this information available for informational purposes only. Some of this information contains forward-looking statements. Words such as "anticipate," "believes," "expects," and words and terms of similar substance, are intended to indicate forward-looking information. Any forward-looking statements made by, or on behalf of, the Exchange are based upon the Exchange's current information and expectations, and involve a number of risks, trends, uncertainties and other factors that may cause actual results to differ materially. [Consider whether any particular assumptions or factors that could have a material impact on actual results should be identified. If so, then add the following language: Factors that could cause actual results to differ materially from the Exchange's current expectations include. . . If not, then add the following language: See the reports filed by the Exchange with the SEC for a discussion of trends, factors and uncertainties applicable to the Exchange's business.] Interested parties are cautioned not to place undue reliance on the forward-looking information contained herein, which only speaks as of the date of the issuance of this information.
Reviewing Corporate Advertising and Marketing Materials
The Company spokesperson and the General Counsel should be responsible for reviewing corporate advertising and marketing materials to ensure that the information is accurate and completeness.
Responsibility for Reviewing the Company's Website
The Company spokesperson is primarily responsible for placing investor-related information on the website and is responsible, along with the General Counsel, for reviewing all of the information placed on the website to ensure its accuracy and completeness.
Inquiries regarding the aforementioned may be directed to Robin Zablow, Vice President - Corporate Governance, at (212) 299-2212.