Disclosure Advisory Board Comments on Recent SEC Web Guidance and Value of News Releases As Primary Disclosure Vehicle - 8/25/08
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Disclosure Advisory Board Comments on Recent SEC Web Guidance and Value of News Releases As Primary Disclosure Vehicle
http://www.marketwatch.com/news/story/disclosure-advisory-board-comments-recent/story.aspx?guid={BD34E9D1-AF7F-430D-A4DC-51C8997E2CA4}&dist=hppr
Last update: 9:33 a.m. EDT Aug. 25, 2008
NEW YORK, Aug 25, 2008 /PRNewswire via COMTEX/ --
Board welcomes recent SEC guidance about company websites and believes
news releases will continue to play important role in achieving "best
practice" investor communications
Most companies are
unlikely to make significant immediate adjustments to their
communications practices in the wake the U.S. Securities and Exchange
Commission recent guidance, according to the Disclosure Advisory Board.
unlikely to make significant immediate adjustments to their
communications practices in the wake the U.S. Securities and Exchange
Commission recent guidance, according to the Disclosure Advisory Board.
The Disclosure Advisory
Board -- a 15-person council of leaders in the corporate, regulatory,
investor, reporting and academic communities that was organized by PR
Newswire -- indicated that the recent "Interpretive Guidance" from the
SEC provided needed encouragement for companies to better use their web
sites and blogs for investor outreach -- but not as a replacement for a
news release that simultaneously reaches all investors.
Board -- a 15-person council of leaders in the corporate, regulatory,
investor, reporting and academic communities that was organized by PR
Newswire -- indicated that the recent "Interpretive Guidance" from the
SEC provided needed encouragement for companies to better use their web
sites and blogs for investor outreach -- but not as a replacement for a
news release that simultaneously reaches all investors.
"The Disclosure
Advisory Board welcomes the SEC's guidance about use of company
websites for meeting corporate disclosure obligations. Since the
widespread adoption of the Internet by investors, the means of
disclosure have multiplied, providing investors with a wide choice in
accessing a company's news," the Board said in an Aug. 21 statement.
Advisory Board welcomes the SEC's guidance about use of company
websites for meeting corporate disclosure obligations. Since the
widespread adoption of the Internet by investors, the means of
disclosure have multiplied, providing investors with a wide choice in
accessing a company's news," the Board said in an Aug. 21 statement.
"Public companies in the
United States have been challenged in determining the role of the
company website in achieving compliance with disclosure obligations.
The SEC and U.S. stock exchanges have in some cases required companies
to use their websites to make certain disclosures (e.g., governance
documents), but in other cases have been reluctant to sanction website
postings as an appropriate channel (e.g., Regulation FD disclosure).
The SEC's willingness to provide additional guidance is thus a welcome
development."
United States have been challenged in determining the role of the
company website in achieving compliance with disclosure obligations.
The SEC and U.S. stock exchanges have in some cases required companies
to use their websites to make certain disclosures (e.g., governance
documents), but in other cases have been reluctant to sanction website
postings as an appropriate channel (e.g., Regulation FD disclosure).
The SEC's willingness to provide additional guidance is thus a welcome
development."
The Disclosure Advisory
Board, which comprises representatives from large U.S. companies, as
well as legal advisors, regulators, analysts and investor relations
consultants, believes that most corporations will not make major
alterations to their communications practices.
Board, which comprises representatives from large U.S. companies, as
well as legal advisors, regulators, analysts and investor relations
consultants, believes that most corporations will not make major
alterations to their communications practices.
This is due in part to
the SEC's unwillingness to approve website posting categorically as a
means of satisfying Regulation FD. In the SEC's view, a website posting
"may" be sufficient for those purposes, but that conclusion will depend
on all the facts and circumstances, the Board said.
the SEC's unwillingness to approve website posting categorically as a
means of satisfying Regulation FD. In the SEC's view, a website posting
"may" be sufficient for those purposes, but that conclusion will depend
on all the facts and circumstances, the Board said.
The Board added, "While
at least one company -- Sun Microsystems -- reached that conclusion
even prior to the SEC's guidance based on a specific set of procedures,
many companies may not wish to lead the pack in this area absent
greater regulatory certainty. Those companies will instead continue to
retain the news release as the centerpiece (along with periodic
reports) of their communication strategy. Others, particularly
companies with a limited analyst following, will consider the news
release to be the best way to command immediate attention from
investors, analysts and journalists."
at least one company -- Sun Microsystems -- reached that conclusion
even prior to the SEC's guidance based on a specific set of procedures,
many companies may not wish to lead the pack in this area absent
greater regulatory certainty. Those companies will instead continue to
retain the news release as the centerpiece (along with periodic
reports) of their communication strategy. Others, particularly
companies with a limited analyst following, will consider the news
release to be the best way to command immediate attention from
investors, analysts and journalists."
The Board continued,
"Companies interested in taking advantage of the guidance will also
face a number of questions raised by the SEC, which may also inhibit
reliance on the SEC's guidance. For example, is the company's website a
"recognized channel of distribution" such that the company can conclude
that posted information has been properly "disseminated" for compliance
purposes? Companies must consider how their particular investor base
typically accesses company information, which in some cases may well be
via other channels, such as a financial trading terminal, through
ticker-based information on a search engine or online financial
information portal, through the newspapers, or indeed on the companies'
websites."
"Companies interested in taking advantage of the guidance will also
face a number of questions raised by the SEC, which may also inhibit
reliance on the SEC's guidance. For example, is the company's website a
"recognized channel of distribution" such that the company can conclude
that posted information has been properly "disseminated" for compliance
purposes? Companies must consider how their particular investor base
typically accesses company information, which in some cases may well be
via other channels, such as a financial trading terminal, through
ticker-based information on a search engine or online financial
information portal, through the newspapers, or indeed on the companies'
websites."
Even for widely followed
companies whose websites may constitute a "recognized" channel, the SEC
cautions that publication of "important" information on a website may
need to be accompanied by additional steps to alert investors of
upcoming postings. Of course, one of the means the SEC suggests in this
regard is the news release, the Board stated.
companies whose websites may constitute a "recognized" channel, the SEC
cautions that publication of "important" information on a website may
need to be accompanied by additional steps to alert investors of
upcoming postings. Of course, one of the means the SEC suggests in this
regard is the news release, the Board stated.
The concern among
companies that information posted on a company website may go unnoticed
is not unfounded. As one example, the decline in retail voting
following the implementation of the SEC's "notice and access" proxy
rules has been well documented. If increased use of website postings is
accompanied by a decline in retail access to or interest in company
news, that would not further the important goals of the U.S. disclosure
regime. "Push" technologies, such as subscriptions to RSS feeds, are
one way that companies can mitigate this concern but it is doubtful
that these additional means will supplant the news release in the near
term, at least regarding key releases such as earnings announcements,
the Board concluded.
companies that information posted on a company website may go unnoticed
is not unfounded. As one example, the decline in retail voting
following the implementation of the SEC's "notice and access" proxy
rules has been well documented. If increased use of website postings is
accompanied by a decline in retail access to or interest in company
news, that would not further the important goals of the U.S. disclosure
regime. "Push" technologies, such as subscriptions to RSS feeds, are
one way that companies can mitigate this concern but it is doubtful
that these additional means will supplant the news release in the near
term, at least regarding key releases such as earnings announcements,
the Board concluded.
Since its establishment
three years ago, the DAB has consistently promoted best practices in
company communications. The board has advocated, for example that EPS
guidance, if provided, be supplemented by fundamental analysis of key
drivers of a company's business, including non-financial drivers. At
the same time, the board has favored increased disclosure by large
investors about their positions to enhance the transparency of trading
markets.
three years ago, the DAB has consistently promoted best practices in
company communications. The board has advocated, for example that EPS
guidance, if provided, be supplemented by fundamental analysis of key
drivers of a company's business, including non-financial drivers. At
the same time, the board has favored increased disclosure by large
investors about their positions to enhance the transparency of trading
markets.
All of these positions
reflect a more basic proposition that transparency is rewarded by the
market. Broadly accessible information is key to that proposition, and
companies seeking to incorporate the SEC's guidance into their
communication programs will rightly want to ensure that all channels of
information to investors are used effectively.
reflect a more basic proposition that transparency is rewarded by the
market. Broadly accessible information is key to that proposition, and
companies seeking to incorporate the SEC's guidance into their
communication programs will rightly want to ensure that all channels of
information to investors are used effectively.
About the Disclosure Advisory Board
The Disclosure Advisory Board was brought together by PR Newswire in
June 2006 to assess and comment upon the state of corporate disclosure
and transparency. Comprised of 15 individuals with a combined 450 years
of regulatory and compliance experience, the aim of the Board is to
debate current disclosure and governance issues, and based on the
discussions, propose "best practices" for improved financial and
corporate reporting. The Disclosure Advisory Board believes that
communication -- disclosure and transparency -- lies at the heart of
winning back public confidence.
Members of the panel are:
John Bierbusse, corporate director and retired equity research analyst
at A G Edwards; Janet L. Fisher, partner, Cleary Gottlieb Steen &
Hamilton LLP; Valerie Haertel, VP/director of investor relations, Medco
Health Solutions, Inc.; Jerry Hostetter, VP/director of public
relations and investor relations, Smithfield Foods Inc.; Deborah Kelly,
partner, Genesis Inc.; Mark Hynes, managing director of Global Investor
Relations Services for PR Newswire; Jack L. Kelly, former co-head,
industrial research team, Goldman Sachs; Mary Beth Kissane, president
and founder, Corporate Perception Research; Sam Levenson, SVP Investor
Relations, Sony Corporation of America; William A. Relyea, managing
director, H.C. Wainwright & Co., Inc.; Diane Salucci, SVP, Bear
Wagner Specialists LLC; Martin Shea, EVP, investor relations, CBS
Corporation; Kurt Stocker, member of the board of directors of NYSE
Regulation, Inc. and chairman of the New York Stock Exchange Individual
Investors Advisory Committee; Anna Sussman, director, Investor
Relations and Corporate Communications, Pharmion Corporation; Louis M.
Thompson, Jr., partner, Genesis Inc., and managing director, Kalorama
Partners, and former CEO, president and board member of the National
Investor Relations Institute.
John Bierbusse, corporate director and retired equity research analyst
at A G Edwards; Janet L. Fisher, partner, Cleary Gottlieb Steen &
Hamilton LLP; Valerie Haertel, VP/director of investor relations, Medco
Health Solutions, Inc.; Jerry Hostetter, VP/director of public
relations and investor relations, Smithfield Foods Inc.; Deborah Kelly,
partner, Genesis Inc.; Mark Hynes, managing director of Global Investor
Relations Services for PR Newswire; Jack L. Kelly, former co-head,
industrial research team, Goldman Sachs; Mary Beth Kissane, president
and founder, Corporate Perception Research; Sam Levenson, SVP Investor
Relations, Sony Corporation of America; William A. Relyea, managing
director, H.C. Wainwright & Co., Inc.; Diane Salucci, SVP, Bear
Wagner Specialists LLC; Martin Shea, EVP, investor relations, CBS
Corporation; Kurt Stocker, member of the board of directors of NYSE
Regulation, Inc. and chairman of the New York Stock Exchange Individual
Investors Advisory Committee; Anna Sussman, director, Investor
Relations and Corporate Communications, Pharmion Corporation; Louis M.
Thompson, Jr., partner, Genesis Inc., and managing director, Kalorama
Partners, and former CEO, president and board member of the National
Investor Relations Institute.
About PR Newswire
PR Newswire Association LLC ( http://www.prnewswire.com/)
provides electronic distribution, targeting, measurement and broadcast
services on behalf of tens of thousands of corporate, government,
association, labor, non-profit, and other customers worldwide. Using PR
Newswire, these organizations reach a variety of critical audiences
including the news media, the investment community, government
decision-makers, and the general public with their up-to-the-minute,
full-text news developments.
Established in 1954, PR
Newswire has offices in 14 countries and routinely sends its customers'
news to outlets in more than 170 countries and in more than 40
languages. Utilizing the latest in communications technology, PR
Newswire content is considered a mainstay among news reporters,
investors and individuals who seek breaking news from the source. PR
Newswire's leading services include ProfNet(SM), eWatch(TM),
MEDIAtlas(TM), Search Engine Optimization, MediaRoom, MediaSense(TM),
MultiVu(TM), U.S. Newswire, the preeminent policy newswire in the
industry, Vintage Filings, the fastest growing Edgar filing company,
and Hispanic PR Wire, LatinClips and Hispanic Digital Network, the
foremost Hispanic communications services. PR Newswire is a subsidiary
of United Business Media Limited of London.
Newswire has offices in 14 countries and routinely sends its customers'
news to outlets in more than 170 countries and in more than 40
languages. Utilizing the latest in communications technology, PR
Newswire content is considered a mainstay among news reporters,
investors and individuals who seek breaking news from the source. PR
Newswire's leading services include ProfNet(SM), eWatch(TM),
MEDIAtlas(TM), Search Engine Optimization, MediaRoom, MediaSense(TM),
MultiVu(TM), U.S. Newswire, the preeminent policy newswire in the
industry, Vintage Filings, the fastest growing Edgar filing company,
and Hispanic PR Wire, LatinClips and Hispanic Digital Network, the
foremost Hispanic communications services. PR Newswire is a subsidiary
of United Business Media Limited of London.
Media Contacts:
Jason Rando, The Ruth Group, +1.646.536.7025 or jrando@theruthgroup.com
SOURCE Disclosure Advisory Board
http://www.prnewswire.com
Copyright (C) 2008 PR Newswire. All rights reserved
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