A NIRI White Paper

225 Reinekers Lane, Suite 560 Alexandria, VA 22314 (703) 562-7700 www.niri.org

Use of Corporate Websites for Disclosure

By Ariel Finno, Director-Research (afinno@niri.org) Matt Brusch, Vice President-Communications and Practice Information

2012 National Investor Relations Institute

NIRI White Paper: Use of Corporate Websites for Disclosure

Overview
In August of 2008, the U.S. Securities and Exchange Commission (SEC) released interpretive guidance on the use of corporate websites for disclosure1. This release provided guidance to companies on issues related to the use of corporate investor relations (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 the continued development of company websites for the dissemination of important company 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 public channel for the purposes of Reg FD compliance provided (among other things) that the website is a recognized channel for information distribution by investors. Rather than offering specific guidelines or definitions, the interpretive release provides a principlesbased approach to evolving the way in which information is distributed. The release does not provide specific guidance on when a company has achieved the recognition threshold, ultimately leaving such determinations up to individual companies. Investor relations professionals should read and become familiar with this interpretive release.

NIRI Research
In 2010, the National Investor Relations Institute (NIRI) surveyed senior members to gauge the impact of this interpretive guidance and to capture associated then-current practice among this member segment. Of the issues cited in the document, whether or

Commission Guidance on the Use of Company Web Sites (http://www.sec.gov/rules/interp/2008/3458288.pdf)

2012 National Investor Relations Institute

not an IR website could qualify as a Reg FD-compliant channel was the subject of this research2.

2010 Key Findings

85% of senior NIRI members surveyed were aware of the SECs 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 SECs 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 corporate website disclosure, and to begin developing trend information. In October 2012, NIRI released a report announcing the results of its survey of corporate and counselor investor relations practitioner members.3

2012 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.

Business Need, Not SEC Guidance, Drives Use of Non-Traditional Disclosure Channels (http://www.niri.org/Main-Menu-Category/resource/publications/Executive-Alert/2010-Executive-AlertArchive.aspx) 3 Use of Corporate Websites for Disclosure-2012 Survey Report (http://www.niri.org/Main-MenuCategory/resource/publications/niri-Analytics.aspx) 2012 National Investor Relations Institute

IR Website Features
NIRI has also studied the features available on the investor relations portions of corporate 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.

Use of Corporate Websites for Disclosure-2012 Survey Report (http://www.niri.org/Main-MenuCategory/resource/publications/niri-Analytics.aspx)

2012 National Investor Relations Institute

More Information
For complete survey results, please visit www.niri.org, or contact Ariel Finno, Director of Research, (703) 562-7678, afinno@niri.org.

About the National Investor Relations Institute

Founded in 1969, the National Investor Relations Institute (NIRI) is the professional association of corporate officers and investor relations consultants responsible for communication among corporate management, shareholders, securities analysts and other financial community constituents. The largest professional investor relations association in the world, NIRIs more than 3,300 members representing over 1,600 publicly held companies and $9 trillion in stock market capitalization.

2012 National Investor Relations Institute