how to transition to new reg. fd web disclosure
DESCRIPTION
A step-by-step presentation of how to use your corporate website/blog to disclose material information under Reg. FD. This approach helps public companies reduce or eliminate the cost to distribute press releases through newswires.TRANSCRIPT
A presentation for BMO Financial Group
How to Transition to new Reg. FD Web Disclosure
Nov 15, 2008
On-Demand Software for Corporate Disclosure
Q4 helps issuers improve the quality of their disclosure while reducing the time, cost and compliance risk related to producing and distributing it.
This presentation will help you understand how to transition to a Reg. FD web disclosure model under the new guidance.
SEC New Regulation Fair Disclosure
On August 1, the SEC issued new guidance that deems corporate web sites and blogs compliant with Reg. FD providing that certain criteria are met. (see next page for criteria)
See condensed article on Q4 Blog Download SEC 47-page interpretive release
For information to be public under new Reg. FD:
1. Company web site must be a recognized channel of disclosure
2. Posting of information on site must disseminate to make it available to the marketplace in general
3. Must be a reasonable waiting period for investors & market to react to posted information
Transitional steps fall into 3 buckets*:
1. Informing the market with explicit statements about your web site disclosure
2. Preparing your web site to meet requirements
3. Transitioning over time
*It is important that you obtain independent legal advice with respect to your company’s approach to this new legislation.
Informing the market:
1. In all communications to the market (conference calls, events, press releases, presentations, materials reports – including 10-Ks, 10-Qs and 20-Fs) include message:
‘We use our web site to make information available to our investors and the market at www.yourURL.com You can also subscribe to RSS feeds and email alerts to receive automated notifications as information is released.’
Informing the market:
1. Prior to switching to web disclosure only/primarily, you may want to set a specific date and communicate it:
‘As of specific date we will be using our web site www.yourURL.com as our recognized channel of disclosure. All material information will be posted on our web site and will be disseminated to subscribers through email alerts and RSS feeds (list other primary social media).’
Preparing your web site to meet requirements:
Ensure that you can update web site content internally in order to control timing of disclosure
Integrate and promote ‘push’ technology - email alerts & RSS feeds. Provide access through highly visible, universal links. Q4 WEB lets you easily manage changes in a familiar
Word-like interface.
Preparing your web site to meet requirements:
Content Presentation*: Ensure easy access to investor content Post investor/material content in consistent location Identify & separate material information from other content types Date all content Keep web site current Archive historical information in a clearly identified area
*Online IR best practices (including ‘content presentation’ is an extensive topic not
adequately covered in this presentation.
Preparing your web site to meet requirements:
Integrating controls & approvals of web site content reduces your risk:
Appropriate disclosure controls & procedures must govern any information being posted to your site as an alternate to posting in an Exchange report.
The balance of site content is still governed by anti-fraud legislation.
Q4 WEB integrates automatic approvals and captures information in a time-stamped, verifiable audit trail.View Video.
Preparing your web site to meet requirements:
If your web site is your recognized channel of disclosure, having appropriate controls supported by complete records of site content & associated approvals helps reduce risk. See more on creating web records.
Q4 WEB is the only IR-focused system available that captures records automatically and allows internal users to instantly recall fully functioning web site duplicates from any point in time – complete with all presentations, downloads and content updated through data feeds. View Video
Preparing your web site to meet requirements:
Web site availability and speed are key concerns expressed in the SEC guidance.
Web sites should be hosted in an enterprise level data centre with extensive system monitoring to ensure that speed and availability can be maintained as site traffic increases.
Q4 WEB solutions are hosted in a SAS 70 Type II environment – the type of environment recommended by SOX.
Preparing your web site to meet requirements:
Act now as though your web site is your recognized channel of disclosure. The SEC’s criteria states that for information to be ‘public’ under
Reg. FD, the corporate web site must already be functioning as a recognized channel of disclosure.
As part of your transition to a web disclosure model, you must consistently post all investor information (including all material information) on your web site and use ‘push’ technology to disseminate this information to the market.
Transitioning:
Over time monitor site traffic and increase in subscriptions to gage whether market is aware of your web site as your recognized channel of disclosure.
Post advance notice on your site of specific dates/times when you are issuing information. Release it at that time.
You may want to issue Notice & Access releases with links to full details directing users to your site. The need to do this will diminish over time as your traffic grows.
Transitioning:
Act now as though your web site is your recognized channel of disclosure. The SEC’s criteria states that for information to be ‘public’ under
Reg. FD, the corporate web site must already be functioning as a recognized channel of disclosure.
As part of your transition to a web disclosure model, you must consistently post all investor information (including all material information) on your web site and use ‘push’ technology to disseminate this information to the market.
How We Aid New Reg. FD
Q4 WEB - you control timing of your disclosure
Complete content control
Set activation times for content
to go live
Integrated data feeds keep site
content current automatically
‘Push’ technology – RSS feeds,
email alerts (with subscriber
management)
Q4 PRESS - enhances controls & process documentation
Document collaboration and
disclosure records system
Enables transparent collaboration
Tracks entire disclosure process
Automatic searchable records
Can purge according to your
unique DC&Ps
Blackberry enabled
Q4 PRESS – comprehensive, real-time records
Demonstrate due diligence
Speed CEO/CFO Certification
Aid process improvements
Can be purged according to your
unique DC&Ps
