Regulation Fair Disclosure (Reg FD)
The SEC has issued new guidance conveying that under certain circumstances corporate web sites are deemed compliant with public disclosure requirements under Reg FD. (See full SEC interpretive release - 47 page PDF ) To be considered “public” the corporate site needs to meet 3 criteria.
- a company web site is a recognized channel of distribution
- posting of information on a company web site disseminates the information in a manner making it available to the securities marketplace in general
- there has been a reasonable waiting period for investors and the market to react to the posted information
According to the SEC guidance , whether a company’s web site is a recognized channel of distribution of information depends on the steps that the company has taken to alert the market to its web site and its disclosure practices , as well as the use by investors and the market of the company’s web site . (See a recent Q4 Blog Post for recommendations on how to transition your corporate web site to comply with the new Reg FD .)
Whether your company is looking to transition to a Reg FD compliant web site or not, our Q4 WEB software can help you better leverage your site as a key disclosure channel, while also moving you closer to the compliance requirements under the new Reg FD.
Q4 WEB is a content and disclosure management system for corporate web sites. It provides a broad array of capabilities to manage all types of corporate and investor content in an easy-to-use ‘Word-like’ interface. Q4 WEB automates the posting of key information such as press releases, regulatory filings and stock data. They system creates automatic records of all changes in a verifiable audit trail that allows you to report on your site from any point in time. Here are some ways that Q4 WEB helps you transition to a Reg FD compliant web site.
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1. Gain greater internal control of web site disclosure – Relying on external or internal web resources to make web site content changes can compromise your ability to control the timing of your disclosure. Q4 WEB helps you ensure timely and universal disclosure by eliminating the need to deal with technical resources to update site content. Now you can easily make web site changes and publish them immediately.Q4 WEB also allows you to specify exact publication times in order to co-ordinate web site disclosure with other events/communications (such as conference calls).
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2. Use email and RSS feeds – The new Reg FD guidance specifies that the posting of information on the corporate web site must still disseminate your disclosure in a manner that makes it available to the securities market in general. Q4 WEB helps you achieve broader dissemination of web site disclosure through integrated email alerts and RSS feeds that allow you to ‘push’ information out to your subscribers immediately, as content is updated on your site. (See also Darrell’s post re: Notice & Access releases.)
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3. Integrate documented controls – The updated SEC guidance does not require additional controls and procedures to manage all information on the web site. That said DC&Ps are still required for all material information being posted on the site as an alternative to being posted in an Exchange Act report. In addition, with the web site now being the central repository for all material information, it is recognized that your corporate/investor web site should be governed by documented controls whereby content is approved before publication and a verifiable audit trail of the workflow and approval process is maintained. Q4 WEB provides this workflow approval process complete with a verifiable audit trail.
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4. Maintain comprehensive, searchable records – Being able to demonstrate what was on your site at any given point in time has become increasingly important with the new Reg FD guidance. Real-time records (that capture all site changes as they are made) are necessary to ensure accuracy and completeness – systems that take snapshots at given intervals do not provide the complete records you need. In addition, your record should include all downloads and presentations. And ideally, you should be able to demonstrate the context of your disclosure – how was the information presented? What links and information were adjacent to it? How did the user link to and from the information? Was your information easily accessible or was it buried? Q4 WEB captures every change to your web site in an easily searchable record. Q4 WEB is the only solution in the market to provide 'Time Shifting' which allows you to instantly generate fully functioning replicas of your site from any point in time - right down to the second - complete with all downloads, presentations and content updated through data feeds.
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5. Enterprise Level Web Site Hosting and Monitoring – A Reg. FD web disclosure model can significantly increase the amount of traffic to your web site. To ensure your site is always available and fast loading, it should be hosted in an enterprise level data center with extensive system monitoring. Our SAS 70 Type II Certified data centre is designed to withstand the highest levels of web traffic, is monitored 24/7 and is fully redundant. By using Q4 WEB, your site will always be available and fast, no matter how many people are visiting it.
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For more information on Q4 WEB contact sales@q4websystems.com
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