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

1. A NIRI White Paper
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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

2. 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 principles-
based 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
1
Commission Guidance on the Use of Company Web Sites (http://www.sec.gov/rules/interp/2008/34-
58288.pdf)
© 2012 National Investor Relations Institute

3. 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 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 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.
2
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-Alert-
Archive.aspx)
3
Use of Corporate Websites for Disclosure-2012 Survey Report (http://www.niri.org/Main-Menu-
Category/resource/publications/niri-Analytics.aspx)
© 2012 National Investor Relations Institute

4. 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.
4
Use of Corporate Websites for Disclosure-2012 Survey Report (http://www.niri.org/Main-Menu-
Category/resource/publications/niri-Analytics.aspx)
© 2012 National Investor Relations Institute

5. 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, NIRI’s more than 3,300 members representing over 1,600
publicly held companies and $9 trillion in stock market capitalization.
© 2012 National Investor Relations Institute