Presentation prepared for the Insurance Women of Greater Cincinnati (http://www.iwogc.org). IWOGC is a chapter of the NAIW (http://www.naiw.org).
I was pleased to have the opportunity to speak with this group to help educate on an important topic related to investor relations.
2. Disclaimer The topic has many legal implications and I am not a lawyer. Today’s discussion covers material nonpublic information generally. I strongly encourage including legal counsel in any discussion of specific circumstances or actions. 2
3. When does it matter? For publicly traded companies: Stock you can buy and sell through a broker CINF, FITB, PG, GE Many shareholders Individuals from many walks of life, e.g., employees, agents, friends, neighbors, policyholders, professional investors Entities such as pension funds, mutual funds, insurance companies Regulated by Securities and Exchange Commission (SEC) 3
4. From “The SEC’s Mission:” The laws and rules that govern the securities industry in the United States derive from a simple and straightforward concept: All investors, whether large institutions or private individuals, should have access to certain basic facts about an investment prior to buying it, and so long as they hold it. To achieve this, the SEC requires public companies to disclose meaningful financial and other information to the public. This provides a common pool of knowledge for all investors to use to judge for themselves whether to buy, sell, or hold a particular security. Only through the steady flow of timely, comprehensive, and accurate information can people make sound investment decisions. Find at http://investor.gov (the SEC’s blog) 4
5. SEC took action in 2000 Regulation Fair Disclosure (FD) Addresses the problem of "selective disclosure" of “material nonpublic information” by issuers of securities (public companies) Leveled playing field 5
6. What is selective disclosure? Providing material nonpublic information to certain people before disclosing this same information to the public SEC wanted Regulation FD to address: Basic unfairness of providing a select few with a significant informational advantage over the rest of the market Damages investor confidence in the integrity of our capital markets Corporate management can treat material information as a commodity to be used to gain or maintain favor with particular analysts or investors Source: Written Statement of the U.S. Securities And Exchange Commission Concerning Regulation FD ("Fair Disclosure”) dated May 17, 2001. 6
7. What is “material nonpublic information?” Material: Information is "material" if "there is a substantial likelihood that a reasonable shareholder would consider it important" in making an investment decision To be material there must be a substantial likelihood that a fact "would have been viewed by the reasonable investor as having significantly altered the `total mix' of information made available” Nonpublic: Information is “nonpublic” if it has not been disseminated in a manner making it available to investors generally Source: Written Statement of the U.S. Securities And Exchange Commission Concerning Regulation FD ("Fair Disclosure”) dated May 17, 2001. 7
8. What is important to shareholders? Financial data, such as: Premiums Losses (claims) Expenses Investments Dividends Business information, such as: Management changes New products, services and geographies Lawsuits 8
9. Why does it matter? Under Regulation FD, whenever: An issuer, or person acting on its behalf; Discloses material nonpublic information; To certain enumerated persons (in general, investment professionals or shareholders who may trade the stock on the basis of the information); The issuer must make public disclosure of that same information: simultaneously (for intentional disclosures), or promptly (for non-intentional disclosures) Company and management can be penalized Source: Written Statement of the U.S. Securities And Exchange Commission Concerning Regulation FD ("Fair Disclosure”) dated May 17, 2001. 9
10. When does Regulation FD apply? Disclosures made by a "person acting on behalf of an issuer." “Persons” usually are: Senior management, Investor relations professionals, and Others who regularly interact with securities market professionals or security holders Particular officials can be designated as authorized spokespersons for purposes of the regulation Source: Written Statement of the U.S. Securities And Exchange Commission Concerning Regulation FD ("Fair Disclosure”) dated May 17, 2001. 10
11. How is it “made generally available?” Investor relations Broadly disseminated news release Earnings, dividends and special topics Normally via newswire Filing a document with the SEC 10-Ks, 10-Qs and 8-Ks Proxy statement and other special purpose filings Widely available webcast audio Conference calls Annual meeting and other presentations Website If preparatory steps are followed 11
13. Because … Reputation risk for the company Avoid appearance of improprieties Distractions (or worse) for management and business Other rules, e.g., Code of Conduct “Insider” trading liability Just good business practice Common sense 13
14. A real life example: Cincinnati Financial’s Code of Conduct includes: “We respect the privacy of our associates, policyholders, claimants, shareholders and agents, and we protect our confidential and proprietary information” “We do not buy or sell the company’s securities while in possession of material information that has not been disclosed to the public, and we do not discuss such information with others” “We obey the law in carrying out our duties” 14
15. But is it okay to: Talk to customers/agents or other employees about business activities? Yes -- Regulation FD does not apply to ordinary-course business communications Keep our family and friends up-to-date on happens at the office? Yes – But use common sense Participate in industry groups, like this one? Yes – But be aware of whether you are talking to members from other companies Gossip and speculate No 15
17. Background Information Regulation FD Final Rule, August 15, 2000 http://www.sec.gov/rules/final/33-7881.htm Written Statement of the U.S. Securities And Exchange Commission Concerning Regulation FD ("Fair Disclosure”) before the Subcommittee on Capital Markets, Insurance and Government Sponsored Enterprises Committee on Financial Services, United States House of Representatives, May 17, 2001 http://www.sec.gov/news/testimony/051701wssec.htm Fact Sheet: Regulation Fair Disclosure and New Insider Trading Rules,August 10, 2000 http://www.sec.gov/news/extra/seldsfct.htm Additional thoughts from the SEC on Selective Disclosure (Reg. FD), various dates http://www.sec.gov/hot/regfd.htm Today’s presentation, September 21, 2010 http://www.InsuranceIR.com on the blog. Contact information Heather J. Wietzel, InsuranceIR LLC, 513-252-8259, hwietzel@InsuranceIR.com 17
Editor's Notes
Thank you for the opportunity to talk with you today.As most of you know, I worked for Cincinnati Financial for several years and formed my own consulting business in 2009. InsuranceIR helps smaller insurance companies with their investor relations needs.I’ve been asked to speak on today’s topic to help you __________________________
The subject is one of interest to public companies … which are those that have stock that you or I could buy through a broker.Cincinnati’s one example, Fifth Third, P&G, GE are some others. There are about 15,000 in the U.S.Public companies have many shareholders and are regulated by the Securities and Exchange Commission
Bottom-line, the SEC is tasked with “fairness” or creating a level playing for all investors so they ALL can make sound investment decisions
In 2000, the SEC put in place Regulation FD, which addressed a “fairness” issue by establishing penalties for companies that made selective disclosure of material non public information Let’s look at what those terms mean
Selective disclosure is telling one person something and not telling everyoneThe SEC believes selective disclosure is unfair and damages investor confidence
Defining the “material” part of “material information” is probably the toughest piece of this puzzle.The most broadly used definitions are somewhat similar to the Supreme Court’s comment on pornography … I know it when I see it.Most commonly it is described as “important in making an investment decision” for the “reasonable” shareholder. Nonpublic is a lot easier, that just means it is still a secret
So, the types of information considered material are USUALLY talking about the future.For example, “what will losses be in the next quarter.” Back in (month), Cincinnati put out a news release about estimated catastrophe losses in the second quarter to make sure all investors would be on a leveling playing field on this subject.Other topics for insurance companies might be competitive condition changes, management changes, new products, etc. But just because something is new, doesn’t mean its material.For example, a company might talk about its plans to enter a new segment of the commercial market. When the specific product is introduced some months later, that may not be a piece of material news. Investors care more about the strategy than the specific.Managements at companies such as Cincinnati have forums where they consider what information is material and decide how best – and when -- to make that information available to shareholders.
One of the reasons to get this right is because Regulation FD allows the SEC to penalize companies and managementJust as important, companies want to treat shareholders fairly to encourage their confidence in management and the companies’ future.
Regulation FD primarily applies to people who are presumed or formally designated as company spokespeople – senior officers, investor relations people and others who are working in that area
Information can be made generally available through news releases, filings with the SEC, webcast and, under special circumstances, via website posting.
At this point, I suspect most of you are wondering why this matters to most of you
Well … each and every one of you has access to information that is probably nonpublic and MIGHT BE material. Sharing that information without care could damage your company’s reputation by creating the APPEARANCE of a Regulation FD violation. Addressing the premature release of information could distract management from the business and potentially lead to legal challenges related to other rules, such as insider trading violationsSharing the information also might violate other corporate rulesAnd it’s just not a good business practice
Let’s look at Cincinnati's Code of Conduct as an exampleIt has three points that would apply
But once you understand this framework, you continue to have the ability to do your job