Part 1: The Website Rules

Transcription

1 Part 1: The Website Rules As part of the new AIM Rules for Companies, which were released in February 2007, AIM companies must have a website that includes certain information and abides by particular rules. General Principles From 20 August 2007 AIM companies must maintain a website in line with the Rule 26 of the Rules for Companies. Existing companies have to notify the market through a Regulatory Information Service provider of the website address at which the required information will be found. If this address changes, notification must also be issued to alert the market of such changes. The website must be the company s website (although it may be hosted externally). This means that it is not acceptable to simply provide a link to a data provider such as Hemscott. The information provided should be kept up-to-date and it should be made clear when the information was last updated. The information should be easily accessible from one part of the website and a statement should be included that the information is being disclosed for the purposes of rule 26. What information must I provide? There are a number of particular pieces of information that companies must include under the rules, although in reality there may be areas where companies wish to provide more than the minimum in order to get the most out of their investor relations. From admission companies must maintain a website on which the following information should be available, free of charge: > a description of the business and for an investing company, the investing strategy; > the names of the directors and brief biographical details of each, as would normally be included in an admission document; > a description of the responsibilities of the members of the board of directors and details of any committees of the board of directors and their responsibilities; > the country of incorporation and main country of operation (i.e. the geographic location where the company derives the majority of revenues or where the largest proportion of assets are located); > where the company is not incorporated in the UK, a statement that the rights of shareholders may be different from the rights of shareholders in a UK incorporated company; > the current constitutional documents (e.g. the articles of association); > details of any other exchanges or trading platforms on which the company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded; Page 1 of 9

2 > the number of AIM securities in issue (noting any held as treasury shares) and, insofar as it is aware, the percentage of AIM securities that is not in public hands together with the identity and percentage holdings of the significant shareholders. This information should be updated at least every 6 months. > details of any restrictions on the transfer of the AIM securities; > the most recent annual report published pursuant to rule 19 and all half-yearly, quarterly or similar reports published since the last annual report pursuant to rule 18; > all notifications the company has made in the past 12 months; > the most recent admission document together with any circulars or similar publications sent to shareholders within the past 12 months; and > details of the NOMAD and other key advisers (as might normally be found in an admission document). Extra considerations UK Company Law As well as the AIM regulations there are also UK Company Law requirements related to corporate websites. Under the company law requirements, which were introduced in January 2007, all UK companies must display certain key information on their website: > full company name; > place of registration (e.g. England); > registered number; > registered office address. Extra considerations American rules creep There are concerns about the AIM website rules, in particular the requirement to publish the admission document online, that may attract the US regulators. Posting the admission document on the website could be interpreted by the US Securities and Exchange Commission as constituting an offer of securities or a solicitation. To avoid the unnecessary and unattractive prospect of being embroiled with the SEC there are measures that can be taken. > Put a disclaimer on the website; > Password protect the page with the admission document; > Screen for addresses before allowing access to non-us users to the admission document. If you decide to take measures to restrict access to the admission document for USresidents it is important to remember that you do not want to make access unnecessarily difficult for those who are allowed to see the document. Extra considerations Accessibility It is now a legal requirement under the Disability Discrimination Act 1999 to ensure that your website is accessible to all users, including those with visual, hearing, cognitive and motor impairments. It is also plain good practice - there are 8.6 million registered disabled people in the UK, nearly 15% of the UK population, and according to the RNIB nearly 2 million UK people have sight problems. Page 2 of 9

3 In practice this means your website should be built in a way which facilitates access to users with different disabilities, so for example allowing vision-impaired users to be able to control font size and colour, or allowing your site to be navigated using keyboard controls rather than requiring a mouse. This is a complex area which your web developer should be familiar with. Further guidance can be found on the following websites: Web Accessibility Initiative website: RNIB website See it Right: Part 2: Implementing Rule 26 and IR best practice for corporate websites In this part of the guide we set out some specific guidance on how to present the information required under Rule 26. This is followed by some broader guidance on best practices which will help you achieve the most effective communications with your shareholders through your corporate website. Implementing Rule 26 It is hard to be prescriptive about the presentation of the information required under rule 26. This will obviously depend on the broader aims of the company website and is at the discretion of the company. However the rules do provide some specific guidance for implementation which centre around the following points: > The information should be easily accessible from one part of the website; > Any redirection of a user to other areas of a website or to a document included on the website should be to a specific location for that information; > Users should not have to enter search criteria in order to locate information; > A statement should be included that the information is being disclosed for the purposes of rule 26. The main thrust of these rules is to ensure that the information is easily accessible and not left buried in documents (e.g. by referring people to the annual report for Director s details) or scattered around the website without clear signposting. The following table provides a suggestion for how the required disclosures might be organized within a few web pages or sections of the website. We have also made suggestions for additional information or features which will help take your site from a level of minimum disclosure to one of effective communication. Page 3 of 9

4 Web page or section Required content Best practice additions About us Business description, including: Strategy Company history - country of incorporation Structure/organization Information about products or - Main country of operation services Information about your markets Fact sheet Management information Directors details, including: - names - biographies - responsibilities - committees Announcements/News All RIS releases in last 12 months Documents Admission document Any shareholder documents published in last 12 months, including: - Annual reports - Quarterly and/or interim reports - Prospectuses - Articles of association Terms of reference for board committees Director s shareholdings and dealings Senior Management information Broader governance info Prior year archives and the facility to search these News clippings alerts for news Prior year archives Presentations Case studies/white papers Share information Advisers & Contacts Details of other listings No. of securities in issue Free float % Significant shareholders Restrictions on transfer NOMAD and other key advisers, eg: - Broker - Solicitors - Auditors - Financial PR - Registrar Share price display & chart Company contact details including named contacts for: - Investors - Media Page 4 of 9

5 Bringing it all together a single point of disclosure For companies who already have a well-developed website, but where the required information disclosures are dispersed around the site, the challenge lies more in making this information easily accessible from a single part of the website. The best practical solution in this case is to provide a single page within the website you could call this Rule 26 or Company information which explains the disclosure requirement and then lists each disclosure point with a hyperlink to the location on the site where the information can be found. You should also indicate when the information was last updated. Example - IR best practice guidelines for corporate websites The following presentation guidelines are based on the Investor Relations Society s best practice guidelines. The guidelines aim to highlight best practice from a shareholder communications perspective. They do not seek to interpret regulation or cover statutory requirements: companies should always refer to their professional advisers to ensure they have complied correctly with the relevant legislation. Page 5 of 9

6 Key Principles These key principles should always be at the top of the agenda when planning or developing an investor relations section or website. 1. Think of your website as a prime means of communication rather than just a library. Know your audience and pitch to them through content, wording and style. 2. Provide visitors with the key reasons to invest in the company by educating the visitor about the company, its strategy and the sector in which it operates. 3. Ensure that your site is the definitive source of information on your company and its position within the sector. 4. Provide all visitors with equal access to all of the information on the site, giving due regard to retail as well as institutional investors. 5. Keep all of the elements of your website simple from the address, to navigation, to use of software tools. Is your website user-friendly? 6. Ensure clarity and openness on your website within the regulatory and legal framework. 7. Regularly update investors with the latest developments to your website. This will help maintain their interest and encourage them to interact with your company. 8. Review the site and the organisation of its content on a regular basis. Ensure that the information it provides is timely and, where appropriate, date the information so that investors can decide on its relevance. 9. Use audio or video webcasts to provide a wider audience with access to your presentations and shareholder meetings. These should be available in an archive. 10. Webcasts should also be considered as a means of offering access to investor relations information outside of the standard financial presentation calendar. For example, site visits, store tours, or the thoughts of senior management on topical issues. 11. Take time to review the sites of your peer group and those companies identified as the best in their class 12. Quantitative information on companies is readily available from many sources. To add value, corporate websites should provide qualitative information too. 13. Ensure your web site is fully accessible. It must be designed to allow equal access to information and services to all users, including those with visual, hearing, cognitive and motor impairments. 14. Set up a system for monitoring use of the website and then act upon the data that you receive. This should include analysis as to which parts of the site your various audiences are visiting. 15. Have a good simple framework for the design of the site which will allow for unpredicted expansion. Grow from a solid, simple base. Page 6 of 9

7 Presentation style The style of a website is a matter for each company and will naturally reflect its own corporate image and culture. This guide recognises that fact it tries to offer guidance on best practice rather than being too prescriptive on style issues. All companies should ensure that the presentation and style of their websites enhance the clarity and usability of the information they are providing. They should make it easy for the user to quickly extract what is required. Text should be written for the screen, using punchy, short paragraphs. Sites that are easy to use and well thought out will leave investors and potential investors with a positive impression. Technology should be used where it adds value, not for its own sake. That said, the web is a visual medium and all information should have a good visual focus. Webcasts of major corporate and financial announcements and the Q&As that follow, for instance, can give a valuable insight into the Board s thinking and convey a more subtle impression than text alone. Above all, companies are urged to keep their sites uncluttered and straightforward. Complex web pages that take a long time to load deter users. Awareness The web site of a listed company should be easily accessible by all investors. For a website to be effective it needs traffic. There are a number of ways companies can encourage this. Key points to consider include: > A recognisable web site address (URL) that is a logical extension of the company s name and/or brand. > Active promotion of the website address (URL) on all corporate literature and shareholder communication as well as general advertising of the web site and its address. > Promotion to leading search engines on an ongoing basis. Search engine optimisation should be carried out during development and then regularly revisited once the site is up and running. > An active programme to notify investors and other audiences about any address (URL) change. Usability and accessibility There is no point developing a useful website if it cannot be easily accessed by a wide audience. The over-riding message is keep it clear and simple. Other key points to consider include: > Encourage visitors to return to the site by making it the best reference source on the company continuously update it with the latest, relevant information. Page 7 of 9

8 > Ensure your website is fully accessible. This is a legal requirement. It must be designed to allow equal access to information and services to all users, including those with visual, hearing, cognitive and motor impairments. Offer user control. Ideally the user should be able to : > Control the font size all tables and page layouts should remain legible and logical even when relatively large or small. > Import their own style sheets. > Choose contrasts of colour between text and background. > Access to navigation menus and basic form function must be possible if javascript is disabled. Accessible to all interfaces > Screen readers should be able to use and navigate the site. > Images should have adequate descriptions (Altattribute tags). > Navigation via the keyboard using access keys. > Forms should be tabbed in logical order. Clear and concise > Text should not move, flash or blink, it should be left aligned and not in columns. > Clear, concise language should be used in copy. > Navigation should be intuitive. > All links should be descriptive don t use click here. > Graphic text should be kept to a minimum. Sitewide > A search engine and sitemap should be available on the site. > Where an inaccessible format is necessary, an alternative accessible version must be made available. > The site should ask for feedback and seek to improve through responses. The Web Accessibility Initiative (WAI) has published a widely accepted set of accessibility guidelines. Visit for more information. > Important text such as that for quarterly, interim, preliminary and annual reports should be available in both PDF and HTML formats with clear indexing and easily downloadable segments. > Ensure that all pages are printable and that valuable information is not left off the printed page. > Companies should try to encourage greater interaction and personal contact with users of the site. Allow users to register for alerts of the latest news and developments and other information that is of interest to them (see section on Timeliness ). > Limit the use of legal and regulatory disclaimers. When they are necessary, use an approval button so that visitors have to acknowledge the terms of access to the content. Terms should be in a reasonable font size and in plain English. > Consider the possibility of foreign language options in order to attract the widest number of visitors to the site. If investors outside the UK hold a large percentage of the company s shares, then providing information in their native language will be Page 8 of 9

9 beneficial. A corporate profile, summarising the company s activities and performance could be available in languages other than English. > As a general principle there should be one level of disclosure for all users. > Think carefully about compatibility with different types of browser eg Mozilla Firefox, and operating system, e.g. Mac users. About the author Al Loehnis From 20 August 2007 AIM companies must maintain a website in line with the Rule 26 of the Rules for Companies. Investis is Europe's leading specialist in providing online corporate communications services to listed companies. Founded in 2000, the firm now has more than 100 staff servicing over 400 clients in eleven European countries, including more than 200 AIM and small cap public companies. Al Loehnis is a founding director of Investis, with responsibility for client relationships, product development and partnerships. Prior to this, Al worked as an analyst in the City, most recently at Credit Suisse First Boston where he was a Vice-President in Equity Research. He is a Director of the Investor Relations Society and has chaired the IRS Annual Conference Committee since Investis Ltd, 24 Fashion Street, London E1 6PX Tel: +44 (0) Fax: +44 (0) al.loehnis@investis.com Website: Page 9 of 9