Bill 198

The Bill 198 Challenge

Bill 198, known as section 23.1 of the Ontario Securities Act, applies to all TSX-listed companies, as well as companies with a "real and substantial connection to Ontario" -- companies with head offices, or large numbers of shareholders or customers based in Ontario. Under its provisions, officers and directors of large and small public companies can be held liable for information reported to the public, no matter how or where that information is reported, including conference calls, investor presentations, web site content, filings, etc.

To adequately manage these obligations, your company should have comprehensive records of all forms of disclosure, including those on your corporate web site. Most corporate web sites are not adequately covered by disclosure controls and procedures (DC&P), which poses a potential risk.

Now that corporate web sites are the dominant disclosure channel, and with Bill 198 blanketing all disclosure, it is imperative to ensure that your web site does not make you vulnerable under civil liability legislation. No question a due diligence defense is your best form of protection, but demonstrating due diligence and reducing liability is a laborious task.

Solution: Q4 Software - Your Due Diligence Defense

A due diligence defense requires you to clearly demonstrate your company has and is following adequate disclosure controls and procedures. To minimize risk and increase efficiency, your company should also be using a system that automatically captures a record of its observance of DC&P. In addition, you need an easy way to integrate your disclosure controls and procedures with your corporate site postings. Q4 products help you strengthen your DC&P in the following innovative ways:

Q4 PRESS is a document collaboration and disclosure records system for the drafting, approval and distribution of press releases and regulatory documents. It automatically records an instantly searchable audit trail of every step of the press release process – versions, approvals, edits and comments -- and allows you to drill down into the history of the release. The system also gives you instant reports on who viewed the press release, along with details of their role. This record enables you to easily demonstrate due diligence in your DC&P adherence.

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Q4 WEB is a solution that provides unprecedented control over your entire corporate web site and automatically creates electronic records of all content and approvals in real time. It creates verifiable audit trails and enables you to instantly retrieve fully-functioning replicas of your corporate web site as they appeared at any point in time. This unique solution gives you a simple and easy way to manage your disclosure and demonstrate due diligence, as well as reduce risk related to Bill 198.

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