This excerpt taken from the ABII 10-K filed Mar 31, 2008.
INSIDER TRADING; COMMUNICATIONS WITH THIRD PARTIES
Employees, consultants, officers and directors who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of Company business. This prohibition generally includes purchasing the Companys securities on margin, engaging in short sales with respect to the Companys securities, buying or selling puts or calls with respect to the Companys securities and engaging in derivative transactions with respect to the Companys securities. To assist in the compliance of this policy, the Company has adopted an Insider Trading Policy. The basic guidelines of this policy are outlined below, and the full Insider Trading Policy is available upon request.
Inside information is material information about a publicly-traded company that is not known by the public.
Information is non-public if it is not available to the general public. For information to be considered public, it must be widely disseminated in a manner making it generally available to investors through media like Dow Jones, Reuters, The Wall Street Journal or the Associated Press. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination, unless and until publicly confirmed or denied by the Company.
Information is considered material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision whether to buy, sell or hold a security or if the information is likely to have a significant effect on the market price of the security. The materiality of information depends upon the circumstances. Material information can be positive or negative and can relate to virtually any aspect of a companys business.
Some examples of material information include, but are not limited to, the following:
The above list is only illustrative; many other types of information may be considered material depending on the circumstances. The materiality of particular information is subject to re-assessment on a constant basis. In addition, inside information is not limited to information about the Company. It also includes non-public information about others, including customers, suppliers and competitors.
Insider trading is prohibited by law. It occurs when an individual with material, non-public information trades securities or communicates such information to others who trade. The person who trades or tips information violates the law if he or she has a duty or relationship of trust and confidence not to use the information.
Trading or helping others trade while aware of inside information has serious legal consequences, even if the insider does not receive any personal financial benefit. Insiders may also have an obligation to take appropriate steps to prevent insider trading by others.
If an individual is aware of material, non-public information, he or she must allow at least two full trading days following the public announcement of such information before trading in the Companys securities. This two-day period permits a reasonable amount of time to elapse for the market to react to the information contained in the announcement.
Additional questions regarding this policy should be directed to either the Companys Investor Relations Department or Legal Department.
One of the Companys most important assets is proprietary and confidential information. Employees who have access to or have possession of any proprietary or confidential information entrusted to them should maintain the confidentiality of such information, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information (whether in written or verbal form), including information that might be of use to competitors, or harmful to the Company or its customers if disclosed, and includes (but is not limited to) production processes, research and development projects, customer lists, products, prices, business strategies and undisclosed financial data. Each employee is responsible for ensuring that proprietary information is protected from theft, damage, unauthorized disclosure or inappropriate use. All employees must sign a Proprietary Interest Protection Agreement when they join the Company and should review the provisions periodically.
Employees should not share confidential information of the Companys collaborators, license partners or suppliers with third parties or others within the Company who have no legitimate business purpose for receiving such information. Improper disclosure of such information by an employee would violate the Proprietary Interest Protection Agreement between the employee and the Company and may lead to disciplinary action, up to and including termination. It could also constitute an illegal act resulting in civil liability and/or criminal penalties.
Employees should take all appropriate measures to avoid inadvertent disclosure of confidential information. Materials that contain or might contain confidential information such as presentations, memoranda, working papers, data storage devices or disks and laptop computers should be stored and maintained in a secure location. Unauthorized release or posting of information concerning the Companys business via the internet is prohibited, including discussions (anonymous or not) about the Companys business in chat rooms, on message boards or on blogs. All Company-related correspondence, e-mail, voicemail and electronic communications are presumed to be confidential and should not be disseminated outside of the Company, except for legitimate business purposes.