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NIRI White Paper: Use of Corporate Websites for Disclosure


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National Investor Relations Institute White Paper on use of corporate websites for disclosure (11/2012).

Published in: Investor Relations
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NIRI White Paper: Use of Corporate Websites for Disclosure

  1. 1. A NIRI White Paper 225 Reinekers Lane, Suite 560 Alexandria, VA 22314 (703) 562-7700 Use of Corporate Websites for Disclosure By Ariel Finno, Director-Research ( Matt Brusch, Vice President-Communications and Practice Information © 2012 National Investor Relations Institute
  2. 2. NIRI White Paper: Use of Corporate Websites for DisclosureOverviewIn August of 2008, the U.S. Securities and Exchange Commission (SEC) releasedinterpretive guidance on the use of corporate websites for disclosure1. This releaseprovided guidance to companies on issues related to the use of corporate investorrelations (IR) websites as a Regulation Fair Disclosure-compliant disclosure channel,the use of third party links, printer friendly web pages and the duty to update.The Commission noted that its purpose in issuing this guidance was to encourage thecontinued development of company websites for the dissemination of importantcompany information to investors. The guidance focused on:  When information posted on a company website is “public” for purposes of the applicability of Regulation FD (Reg FD);  Company liability for information on company websites – including previously posted information, hyperlinks to third-party information, summary information and the content of interactive websites;  The types of controls and procedures advisable with respect to such information and;  The format of information presented on a company website, with the focus on readability, not printability.The interpretive release indicates that an IR website would be considered a publicchannel for the purposes of Reg FD compliance provided (among other things) that thewebsite is a “recognized channel” for information distribution by investors. Rather thanoffering specific guidelines or definitions, the interpretive release provides a principles-based approach to evolving the way in which information is distributed. The releasedoes not provide specific guidance on when a company has achieved the recognitionthreshold, ultimately leaving such determinations up to individual companies.Investor relations professionals should read and become familiar with this interpretiverelease.NIRI ResearchIn 2010, the National Investor Relations Institute (NIRI) surveyed senior members togauge the impact of this interpretive guidance and to capture associated then-currentpractice among this member segment. Of the issues cited in the document, whether or1 Commission Guidance on the Use of Company Web Sites (© 2012 National Investor Relations Institute
  3. 3. not an IR website could qualify as a Reg FD-compliant channel was the subject of thisresearch2.2010 Key Findings  85% of senior NIRI members surveyed were aware of the SEC’s August 2008 interpretative release on the use of company websites for disclosure.  Of those who were aware of this SEC guidance, only 7% had made changes to their disclosure practices as a result of the guidance, generally adding new distribution channels.  Similarly, only 7% of all respondents planned to make near-term changes to the way in which they disseminate material non-public information as a result of the SEC’s interpretive release.  The most common reason cited by respondents for not making changes was that they felt no compelling reason to do so.  Many respondents viewed additional communications channels as supplemental to traditional channels rather than replacements for them.NIRI again studied this subject in 2012 in order to assess the current state of corporatewebsite disclosure, and to begin developing trend information. In October 2012, NIRIreleased a report announcing the results of its survey of corporate and counselorinvestor relations practitioner members.32012 Highlights  88% of all respondents state that their companies have no immediate plans to move towards exclusive use of their corporate website for material information disclosure.  Materiality of information and advice of legal counsel are the most important drivers affecting method/channel of disclosure; cost is the least important.2 Business Need, Not SEC Guidance, Drives Use of Non-Traditional Disclosure Channels( Use of Corporate Websites for Disclosure-2012 Survey Report (© 2012 National Investor Relations Institute
  4. 4. IR Website FeaturesNIRI has also studied the features available on the investor relations portions ofcorporate websites4, and has found the following:  The overwhelming majority of respondents’ corporate websites feature recent press releases (93%), archived press releases (91%) and corporate governance information (89%). Contact information of the IRO/IR team, SEC filings, company financials, archived investor presentations and archived webcasts are also featured for the majority (50% or more) of respondents.  Corporate sustainability/responsibility information, analyst coverage information, and regulatory information are also common features available on corporate websites.4 Use of Corporate Websites for Disclosure-2012 Survey Report (© 2012 National Investor Relations Institute
  5. 5. More InformationFor complete survey results, please visit, or contact Ariel Finno, Director ofResearch, (703) 562-7678, the National Investor Relations InstituteFounded in 1969, the National Investor Relations Institute (NIRI) is the professionalassociation of corporate officers and investor relations consultants responsible forcommunication among corporate management, shareholders, securities analysts andother financial community constituents. The largest professional investor relationsassociation in the world, NIRI’s more than 3,300 members representing over 1,600publicly held companies and $9 trillion in stock market capitalization.© 2012 National Investor Relations Institute