Corporate Investor Relations Communication Policy
This policy covers all employees and directors ("Company representatives") of H&R Block ("the Company") with respect to their interactions and communications with the investment community (i.e., stockholders, other investors, brokers, investment advisers, investment companies and analysts) on behalf of H&R Block.
Company representatives receiving any inquiries from the investment community shall not respond to such inquiries other than to refer the inquirer to Investor Relations. If a company representative believes that there may have been an unintentional disclosure of material non-public information, they must immediately notify the Chief Financial Officer, General Counsel or Investor Relations Officer of this incident. The CEO, in consultation with the General Counsel, will then determine the appropriate course of action.
Any information concerning the Company is considered material if there is a substantial likelihood that a reasonable investor would consider it important in determining whether to buy, sell or hold, or engage in other transactions concerning the company's securities. Although not intended to be a comprehensive list, the following are examples of information that could be material depending on its scale and magnitude:
Quarterly or annual earnings, operational results, or projections
Company pricing or client acquisition strategies
Mergers, acquisitions, or divestitures
Senior management changes or changes in control of H&R Block
Company share buyback programs and their implementation or cessation
Dividend payments or stock splits
Changes in the company's credit status with rating agencies
Public or private sale of additional securities
Pending or threatened litigation
Restructurings or office closings/expansion
New product developments
Change in auditors and agreements/disagreements with auditors
Lender negotiations or credit changes
Only Authorized Spokespersons may communicate on behalf of H&R Block to the investment community, except as otherwise provided by this policy. All communications should include a member of the Investor Relations Department. The Authorized Spokespersons are:
President & Chief Executive Officer
Chief Financial Officer
Investor Relations Officer and staff
Other Company representatives may be designated by any of the above-authorized spokespersons for a limited, specific communication only, including but not limited to an investor conference, a group meeting or a one-on-one meeting. Following the occurrence of the limited, specific communication, the employee's designation shall expire.
In the interest of fairness and to prevent the inadvertent disclosure of material information, H&R Block maintains a quiet period. During a quiet period, there will be no formal or informal communications by management with analysts or investors.
Quarterly Financial Results – The Company will observe quiet periods commencing three (3) weeks prior to releasing its quarterly financial results and continuing until after the Company's public release of those results.
Tax Season and Tax Volume Releases - The Company typically releases interim tax season and tax volume data in February, March and April. These dates are usually announced in January. The Company will observe quiet periods commencing one (1) week prior to the announced date of each interim tax season release and continuing until after the Company's public release of those interim results.
The timing of these quiet periods will be posted on the Company's Investor Relations website.
The Company may at times provide specific guidance or no guidance regarding future financial performance in its quarterly earnings releases. Generally, the Company will not update this guidance or provide additional guidance during the quarter, except as deemed necessary by the Company, and then only in a public forum in accordance with Regulation FD.
One-on-One Meetings or Calls
Telephonic or face-to-face communications with members of the investment community individually or in small groups are valuable components of the Company's investor relations program. However, H&R Block will not issue new guidance, reaffirm prior guidance, update the Company's previously issued guidance, or otherwise disclose material non-public information in these communications.
The Company will not confirm, endorse, or adopt analyst reports. However, in certain limited circumstances, the Company may, upon request, review the factual accuracy of historical information that is either publicly available or immaterial that an analyst intends to include in a report. The Company will not disseminate analyst reports or earnings models to any external parties.
Market Rumors, Speculation or Pending Litigation
The Company does not comment on market rumors, speculation or pending litigation.
Communications with the Board
Shareholders and other interested parties wishing to communicate with the Company's Board of Directors, its non-management directors, or with an individual Board member concerning the Company may do so by writing to the Board, to the non-management directors, or to the particular Board member, and mailing the correspondence to:
H&R Block, Inc.
One H&R Block Way
Kansas City, Missouri 64105
Please indicate on the envelope whether the communication is from a shareholder or other interested party. All such communications will be forwarded to the director or directors to whom the communication is addressed.
Communication and Disclosure of this Policy
In addition to including this policy in the Code of Business Ethics and Conduct covering all employees, this policy will be circulated annually to all corporate officers and Board of Directors. The Company will also post this policy on the H&R Block Investor Relations web site for reference by the investment community and the general public.