External Communications Policy

External Communications Policy


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


Policy Overview
Nordson is committed to providing timely and accurate information to the public. The following guidelines are provided 1) to help you avoid significant liability for Nordson, its subsidiaries, and yourself, and 2) to avoid damage to our brand name and reputation.


Who and What This Policy Covers
This policy covers all Nordson employees, including all Nordson subsidiary employees. It also covers: 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 communications with analysts, investors, and the media; senior management presentations; and information contained on the company's website and intranet.


Material Information
Non-public information is material if its disclosure is likely to have an impact on Nordson's stock price or influence reasonable investors determining whether to buy, sell, or hold Nordson stock. All questions concerning disclosure of material information should be referred to Nordson's Law and Corporate Communications Departments. Examples of material information about Nordson include, without limitation:

  • 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;
  • Noteworthy new products or developments;
  • The sale of significant assets or a significant subsidiary; and
  • Major changes in senior management or the board of directors.

Information is non-public if it has not been disclosed publicly through a press release, earnings release, or a Form 8-K filing with the United States Securities and Exchange Commission.


Employees must not discuss material, non-public matters or developments with outsiders (including family members, relatives, or friends), except as permitted by these guidelines.


Selective Disclosure
Selective disclosure is the disclosure of material, non-public information to any individual or group prior to the broad, public dissemination of that information. This policy prohibits the selective disclosure of material, non-public information unless covered by confidentiality or nondisclosure agreements approved by Nordson's Corporate Law Department.


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

  1. For the investment community or the national or international media. The following members of management may speak on behalf of Nordson: the President and Chief Executive Officer; the Vice President, Chief Financial Officer; the Vice President, General Counsel & Secretary; and the Director of Corporate Communications and 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 designees, may respond to inquiries on behalf of Nordson, but they 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 the Corporate Communications Department. In the event of a crisis, (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
    designees may 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
All news releases being considered for release via wire services by any Nordson entity should be reviewed with the Corporate Communications Department 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.


All requests to include Nordson or a Nordson subsidiary in any third-party news release (e.g. a supplier, customer, or business partner) should be reviewed with the Corporate Communications Department. 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 appropriate filing with the United States Securities and Exchange Commission. If new material information is unintentionally disclosed in such a meeting or conversation, contact the Corporate Communications Department immediately. Nordson will promptly (within 24 hours) issue a news release containing that information and post that information on its website.


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 managers and/or facilities managers, and the Corporate Communications, and Corporate Law Departments 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 the Corporate Communications Department. The following are general guidelines for dealing with the media until the Corporate Communications and Corporate Law Departments 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, rulemaking, regulation, or the engagement of a lobbyist must first be approved by Nordson's Corporate 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 materials that contain 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 it does post the names and firms of analysts who are currently covering the company on the investor-relations section of its website.


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, non-public 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 webcast.


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.


Addendum June 2021


Social Media and Networking Policy
As the use of online social media and 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 their employment at Nordson. While social media and networking opens new opportunities to have a positive impact on our brand reputation and business growth, it also carries significant business risks when used inappropriately. Nordson's Social Media and Networking Policy provides guidelines for using social media and 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 Nordson subsidiary employees, and it applies to both business and personal use of social media and 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 any law concerning Internet use and data privacy, that law will control the interpretation and application of the policy.


Nordson's full Social Media and Networking Policy is available on the Corporate Communications section of the Nordson Intranet at https://nordson.sharepoint.com/sites/CorpComm/default.aspx


24-hour emergency contacts


Corporate Communications
Lara Mahoney
Vice President, Investor Relations and Corporate
Communications
Mobile: 440-204-9985
Email: [email protected]
Corporate Law Department
Jennifer McDonough
Executive Vice President and General Counsel
Mobile: 440-370-4991
Email: [email protected]

Note: Nothing in these guidelines should be construed as prohibiting employees from complying with or exercising their rights under local, state, and federal laws and regulations, including those dealing with reporting emergencies to appropriate public agencies.


Updated March 30, 2022