Nordson Brand Management

NASDAQ $138.52   +1.01

External Communications Policy

Nordson Corporation is committed to providing timely and accurate information to the public.

The following policy is provided to help you:

  • avoid significant liability for Nordson and yourself
  • avoid damage to Nordson's brand name and reputation

Who and What These Guidelines Cover
These guidelines cover all Nordson employees. They cover disclosures required by national laws and regulations where Nordson does business; the company's annual and quarterly reports; news releases from the company or its business groups; verbal communication with analysts, investors, and the media; senior management presentations; and information contained on the company's web site and intranet.

Material and Proprietary Information
Information is material if its disclosure is likely to have an impact on Nordson's stock price or influence reasonable investors making investment decisions. Information is proprietary, in general, if it provides Nordson with a competitive advantage. All questions concerning disclosure of material or proprietary information should be referred to Nordson's Law and Corporate Communications Departments. Examples of material and proprietary information about Nordson include, but are not limited to:

  • Announcements of earnings or losses, restatements, or a change in earnings forecast
  • A pending or prospective merger, acquisition, or tender offer
  • Significant contracts, partnerships or business alliances
  • The sale of significant assets or a significant business unit
  • Major changes in senior management
  • Market shares
  • Sales data for specific customers
  • Trade secrets

Employees must not discuss material, nonpublic matters or developments with outsiders (including family members, relatives or friends), except as permitted by this policy.

Selective Disclosure

Selective disclosure is the disclosure of material, nonpublic information, to any individual or group prior to the broad, public dissemination of that information. These guidelines prohibit the selective disclosure of material, nonpublic information unless covered by confidentiality or nondisclosure agreements approved by Nordson's Law Department.

Designated Spokespersons and Their Responsibilities
There are three main groups of designated spokespersons for Nordson Corporation:

1) For the investment community or the national or international media. The following members of management may speak on behalf of Nordson Corporation: The Chairman, President and Chief Executive Officer; the Vice President, Chief Financial Officer; the Vice President, General Counsel & Secretary; and the Director, Communications & Investor Relations. These designated spokespersons may also engage other employees to speak on behalf of Nordson to respond to specific inquiries.

2) For local media. Employees at the Vice President or Communications Manager level, or their designee, can respond to inquiries on behalf of Nordson, but should limit disclosures to factual, descriptive information (e.g. number of employees at a facility or region, facility size, general information about products or manufacturing, etc.). Requests for additional information should be discussed with Corporate Communications. In the event of a crisis event, (fire, chemical spill, act of violence, etc.), refer to the Crisis & Emergency Communication section of these guidelines and your Business Continuity plan.

3) For trade media. Marketing Managers, Communication Managers, Sales Managers, or their designee, can speak to members of the trade media or professional association publications on matters pertaining to product marketing, services, or customer technical information.

All other employees should refer inquiries to one of the designated spokespersons listed above as appropriate. This ensures consistent disclosure and avoidance of selective disclosure.

Guidelines on News Releases & Wire Services
**In general, any news release being issued via a wire service must be approved by Nordson's Corporate Communications department.

A "news wire" is a service used for the transmission of news to the media or to the public. In general, a news release can be submitted to a news wire which will then submit it electronically to a wide range of media outlets including newspapers, magazines, blogs and websites. These outlets may then choose (or not) to use the news release.

All news releases being considered for release via wire services, by any Nordson entity, should be reviewed with Corporate Communications at least 24 hours in advance. All wire releases have potential corporate or cross business group implications, which if not coordinated may prove damaging or embarrassing to Nordson business.

A review by Corporate Communications can also prevent the accidental or premature disclosure of material information or proprietary information (described above).

All requests to include Nordson or a Nordson subsidiary company in any third-party news release (e.g. a supplier, customer, or business partner) should be reviewed with Corporate Communications. Again, all such press releases have potential corporate or cross business group implications.

Any undisclosed material information that is to be intentionally discussed or reported publicly, or in any meeting or conversation with analysts, investors, or the media, will be preceded by the issuance of a broadly disseminated news release or an appropriate filing with the United States Securities and Exchange Commission. If new material information is unintentionally disclosed in such a meeting or conversation, contact Corporate Communications immediately. The Corporation will promptly (within 24 hours) issue a news release containing that information and will post that information on its Web site.

Crisis & Emergency Communication
Crisis and emergency situations that may affect Nordson and its employees include items such as fires, explosions, accidents, floods, hazardous material emissions, acts of violence or terrorism and many others. In the event of a crisis, safety should be your immediate concern. Employees should notify their direct manager and/or facilities manager, Corporate Communications and Corporate Law as soon as possible. In the early moments of a crisis, the person designated as the spokesperson in the Business Continuity plan should immediately contact Corporate Communications. The following are general guidelines for dealing with the media until Corporate Communications and the Corporate Law Department can provide more detailed counsel.

  • Tell the truth and be accessible.
  • Refrain from disclosing names of the injured or deceased until the families are notified.
  • Express concern for employees and the community as appropriate.
  • Avoid conjecture and speculation. Do not offer personal opinion.
  • Describe steps you are taking to manage the crisis.
  • It is OK to say "I don't know."

Communication with Governments
Any attempt to influence government legislation, rule making, regulation, or the engagement of a lobbyist, must first be approved by the Nordson Law Department. Lobbying discussions and documents become part of the public record, and may have significant corporate or cross-business group implications.

Communication of Financial, Market, and Customer Information
Individuals who prepare any reports, slides, presentations, or any other written material that contains Nordson financial information must ensure that the information is accurate. Individuals should also avoid disclosing sales, profitability or market share information at specific business unit, market or customer levels. Nordson does not distribute stock analysts' reports to the investing public, but does post the names and firms of analysts who are currently covering the company on the investor relations section of its web site.

Communication to Investors
Nordson responds to analyst and investor inquires in the form of phone conversations, conference calls, group presentations, and one-on-one meetings. Nordson will not disclose material, nonpublic information selectively in these meetings. In the case of conferences, Nordson shall announce publicly that the presentation will be held and that it will be Web-cast.

Nordson provides forward-looking information (identified by words or phrases such as "are expected to," "will likely result," "is anticipated," "estimates," "will continue," "outlook," "project," or similar expressions) to enable the investment community to better evaluate the company and its prospects for performance. When making such forward-looking statements, Nordson will use the safe harbor as prescribed in the U.S. 1995 Private Securities Litigation Reform Act.

Nordson may provide in its earnings releases a reasonable range of earnings estimates and underlying assumptions for the forthcoming quarter or year. Any updates to earnings guidance will be done in a widely disseminated news release or conference call. Nordson will not comment on an analyst's estimate(s) in relation to the range of estimates except to refer the analyst to what Nordson has stated publicly.

Social Networking Policy
As the use of online social networking increases, it is important that Nordson employees use these forums appropriately and responsibly, especially when discussing or disclosing any information related to Nordson or to their employment at Nordson. While social networking opens up new opportunities to have a positive impact on our brand reputation and business growth, it also carries significant business risk when used inappropriately. Nordson's Social Networking policy provides guidelines for using social networking appropriately while minimizing risk for Nordson. Failure to follow Nordson's social media and networking policy or other abuse of social media and networking tools may result in disciplinary action up to and including termination of employment. The policy covers all Nordson employees and applies to both business and personal use of social networking forums that involve any information related to Nordson or an employee's employment at Nordson. In the event anything in the policy may conflict with local law concerning internet use and data privacy, local law will control the interpretation and application of the policy.

Note: Nothing in this policy should be construed as prohibiting employees from complying with local, state and federal laws and regulations, including those dealing with reporting emergencies, to appropriate public agencies.