The Most Comprehensive Global Review for ‘09 Investor Relations and Corporate Governance MZ Bulletin
TOP30 IR Global Best Practices for Rankings FOR IR WEBSITES, ONLINE ANNUAL Website Disclosure REPORT, CORPORTATE GOVERNANCE AND FINANCIAL DISCLOSURE PROCEDURES What’s Hot & What’s Not: Findings from the 2009 IR Case Studies: FedEx, América Latina Logística, Global Rankings Endesa Chile and Fresenius Medical Care We have the right strategies and tools for companies to succeed in capital markets and to create shareholder value
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4 MZ Bulletin’09 INVESTOR FINANCIAL RELATIONS SERVICES
INTEGRATED TECHNOLOGY CORPORATE AND DATA BASE New York: +1 (212) 813-2975 COMMUNICATIONS São Paulo: +55 (11) 3529-3706 www.mz-ir.com 2010 12th Annual Edition
Registration starts in September, 2009
For further information, visit our website: www.irglobalrankings.com Technical Evaluation and Independent Review
Z's technical evaluation takes place from September to December of each year, and an independent technical committee oversees and reviews MZ’s findings and final rankings. Companies are analyzed in alphabetical order, and the results Mof the evaluation are released at the award ceremonies in March of the following year. In conducting the review, technical committee members perform tests of the results and evaluations developed by MZ analysts, and such other procedures, as they consider necessary, to provide a reasonable basis for their review. Technical committee members assess the results and evaluations against the evaluation criteria established by MZ. Please note that Arnold & Porter does not review the Corporate Governance Ranking. The independent technical review is performed to obtain reasonable assurance that the results and evaluations are free of material misstatements or omissions, and the parties acknowledge that absolute assurance is not attainable. It is acknowledged that the results and evaluations and the underlying records and supporting documents and procedures are the responsibility of MZ, in which MZ assumes full responsibility for their integrity and fairness. The current independent committee has the following members:
Partner, Arnold & Porter LLP. Director at KPMG in Brazil. Gregory Harrington is a partner in the firm’s Director at KPMG in Brazil. He is responsible for the
t o n corporate and securities practice group. He has Audit Risk Management and Ethics & Independence g extensive experience in major international departments. He assumed both departments in 2004,
financial transactions in Latin America, r a k a k i after 17 years of experience in audit. His key areas of particularly in the area of capital markets. experience include audit (financial market and listed A His practice includes corporate and project companies), market programs, risk management and a r r i n finance, including equity and debt securities sold pursuant to SEC ethics and compliance programs. He has a degree in Accounting from University
H registration, Rule 144A or Regulation S; and listings on the New of São Paulo (FEA - USP) (1994). Additionally, he is a Certified Accountant of a u l o York, London, Luxembourg, and Irish Stock Exchanges; Securities Act, the Federal Accounting Council (CFC), the Brazilian Securities and Exchange P
o rSecurities y Exchange Act and Investment Company Act compliance; Commission (CVM) and the Superintendence of Private Insurance (SUSEP). He
g and advising sponsors and lenders in connection with project finance was an MBA Internal Audit instructor at FIPECAFI. transactions. Mr. Harrington is a graduate of the University of Chicago r e Law School and The George Washington University. G
Senior Associate at Mattos Partner, Partner, Barbosa, Filho,Veiga Filho, Marrey Jr. Demarest e Müssnich & Aragão. e Quiroga . Mrs. Landy has a large Almeida. Mr. Cukier is a partner a n d y experience in capital markets Mr. Giantomassi u k i e r at the firm‘s corporate
L area. Her practice includes obtained a law and commercial practice C corporate restructuring and degree from the department. He has reorganization projects, equity University of extensive experience in i a n t o m a s s i and debt securities emissions pursuant to Brazilian São Paulo in 2002 and was admitted to mergers and acquisitions transactions in Brazil a t k i n
Securities and Exchange Commission (CVM) registration, G the Bar Association (São Paulo chapter) and his practice includes corporate restructuring h o o ras k owell s k i as assistance to clients on corporate routines and the following year. In 2007, he obtained and reorganization projects, as well as assistance c compliance with regulations issued by CVM and Bovespa. g his master’s degree in economic law from to clients on compliance with regulations issued i a S M She was graduated from the Catholic University of São the same university. He is a member of by Brazilian Securities and Exchange Commission Paulo in 1999 and was admitted to the Brazilian Bar h the technical commission at the Brazilian (CVM). Mr. Cukier graduated from the Catholic T Association in the following year. In 2004, she obtained Investor Relations Institute (IBRI). At l eUniversity x of Rio de Janeiro and is admitted to the e l l e
her MBA in Business Law from Fundação Getúlio Vargas Demarest e Almeida, his practice areas are A Brazilian Bar Association (OAB). h and in 2006, the specialization in Capital Markets from capital markets and M&As. i c the same university M
MZ Bulletin’09 5 IR Global Global Coordinator: Rankings Summary of the 2009 Edition
Supporting Entities:
Dear readers,
t is with great enthusiasm that we present the summary of the 11th edition of IR Global Rankings (“IRGR”) and we are pleased to see the continuous enhancement in the overall quality of IR programs and practices worldwide year after year. This year was particularly important for IRGR as several changes took placeI such as the important inclusion of new team members and new supporting entities.
IR Global Rankings is a unique ranking system for IR websites, online annual report, financial disclosure procedures and corporate governance practices based solely on technical reviews, differently from other rankings which depend on investor polls and opinions. Our technical evaluation has been recognized by many companies as they can objectively understand their position in the rankings. More importantly, rather than just focusing on the results of the rankings, IRGR also provides relevant feedbacks that can help companies to improve their IR efforts.
In 2009, the IR Global Rankings list was composed of 163 companies from 32 countries. Gaining the trust of such clients is fundamental for us and allows us to improve the quality of the rankings every year.
For more details on IR Global Rankings please visit our website (www.irglobalrankings.com) or feel free to contact our team by e-mail to [email protected].
We hope this edition of the MZ Bulletin is enjoyable and we look forward to having you in our ranking in 2010!
Rodolfo Zabisky CEO - MZ 6 MZ Bulletin’09 Table of Contents
IR Global Rankings: Top 30 9
IRGR Feedback 13
Finding from the 2009 IR Global Rankings 14
Winners by Industry 15
Winners by Region 16
IRGR Global Ceremonies 18
2009 IR Global Rankings Benchmark Study 22 Corporate Websites: Best Practices for Website Disclosure 24 Financial Crisis Securities Markets and Investor Relations 34
Investor Relations CONTENT 37 MZ New York LLC 1001 Avenue of the Americas Relevant Developments in Governance New York, NY 10018 Phone: (212) 813-2975 Rules - A year of Changes 40 www.mz-ir.com
GRAPHIC PRODUCTION Highlights from Asia 43 MZ Design
INFORMATION FOR READERS For circulation inquiries, address changes and Case Study: ALL 44 request for copies, please call (212) 813-2975 or e-mail [email protected] Case Study: Endesa Chile 45 For subscription inquiries, send an email to [email protected]
Case Study: FedEx 46 MZ Bulletin is a publication of MZ. The total or partial reproduction of content is prohibited without prior authorization of Case Study: Fresenius Medical Care 49 MZ. The articles included in this publication involve public interest subjects and are not intended to provide legal opinions or suggest any kind of investment. IR Global Rankings Participant List 50
MZ Bulletin’09 7
IR Global Rankings TOP30 Investor Relations Website Company Region Industry Score 1 ALL - América Latina Logística Latin America Industrials 86,0 2 BASF Europe Basic Materials 84,0 3 Bayer Europe Industrials 80,8 4 General Electric Company North America Industrials 80,3 5 Microsoft North America Technology 80,3 6 TAM Latin America Consumer Services 80,0 7 Homex Latin America Consumer Services 79,8 8 Talisman Energy North America Oil & Gas 79,5 9 Braskem Latin America Basic Materials 79,0 10 RWE Europe Utilities 79,0 11 Adidas Europe Consumer Goods 78,8 12 Petrobras Latin America Oil & Gas 78,5 13 Bank of Montreal North America Financials 78,3 14 Danske Bank Europe Financials 78,0 15 JBS Latin America Consumer Goods 78,0 16 Aegon Europe Financials 76,4 17 Credit Suisse Europe Financials 76,0 18 Net Serviços Latin America Telecommunications 75,8 19 Banco Bradesco Latin America Financials 75,0 20 Cameco North America Basic Materials 73,5 21 Gol Linhas Aéreas Inteligentes Latin America Consumer Services 73,5 22 Ultrapar Latin America Oil & Gas 73,0 23 Fresenius Medical Care Europe Health Care 72,5 24 Telecom Italia Europe Telecommunications 72,3 25 Profarma Latin America Health Care 71,8 26 Norsk Hydro Europe Basic Materials 71,5 27 RepsolYPF Europe Oil & Gas 71,5 28 M. Dias Branco Latin America Consumer Goods 71,3 29 Brasil Telecom Latin America Telecommunications 71,0 30 Embraer Latin America Industrials 71,0
For companies with tied scores the classification is in Alphabetical order. Disclaimer: 1 The evaluations performed for the IR Website ranking are based on the information publicly available on the respective participant website at the time of the evaluation date. Neither IR Global Rankings nor any of its supporting entities are liable for any changes that may occur on such websites after the evaluation date and that may affect the original scores and opinions provided. MZ Bulletin’09 9 TOP30
Online Annual Report
Company Region Industry Score 1 Royal Philips Electronics Europe Industrials 79.3 2 RWE Europe Utilities 75.5 3 Fresenius Medical Care Europe Health Care 75.0 4 adidas Europe Consumer Goods 72.3 5 Akzo Nobel Europe Basic Materials 72.0 6 BASF Europe Basic Materials 69.5 7 Eternit Latin America Industrials 69.5 8 Bayer Europe Industrials 69.3 9 DSM Europe Basic Materials 68.3 10 Royal Dutch Shell Europe Oil & Gas 65.8 11 SAPPI Africa Basic Materials 63.5 12 Aegon Europe Financials 62.5 13 PotashCorp North America Basic Materials 62.5 14 Bank of Montreal North America Financials 61.5 15 Amil Participações Latin America Health Care 60.5 16 Telecom Italia Europe Telecommunications 59.8 17 JBS Latin America Consumer Goods 59.0 18 Intel Corporation North America Technology 58.8 19 Gol Linhas Aéreas Inteligentes Latin America Consumer Services 57.0 20 General Electric Company North America Industrials 55.5 21 Thomson Reuters North America Technology 55.5 22 Petrobras Latin America Oil & Gas 55.0 23 Net Serviços Latin America Telecommunications 54.5 24 ALL - América Latina Logística Latin America Industrials 53.5 25 Royal Ahold Europe Consumer Goods 53.5 26 Cisco North America Technology 53.3 27 RepsolYPF Europe Oil & Gas 50.5 28 BBVA Europe Financials 49.5 29 Cameco North America Basic Materials 49.3 30 Royal Bank of Canada North America Financials 49.0
For companies with tied scores the classification is in Alphabetical order. Disclaimer: 2 The evaluations performed for the Online Annual Report ranking are based on the latest online annual report document publicly available on the respective participant website at the time of the evaluation date. Neither IR Global Rankings nor any of its supporting entities are liable for any changes that may occur on such websites after the evaluation date and that may affect the original scores and opinions provided.
10 MZ Bulletin’09 Financial Disclosure Procedures
Company Region Industry Score 1 Fedex Corporation North America Industrials 89.0 2 Southwestern Energy North America Oil & Gas 88.0 3 Galp Energia Europe Oil & Gas 86.5 4 Gol Linhas Aéreas Inteligentes Latin America Consumer Services 85.0 5 Telkom Africa Telecommunications 84.5 6 Danske Bank Europe Financials 84.0 7 Nexen North America Oil & Gas 84.0 8 Banco Bradesco Latin America Financials 83.0 9 TAM Latin America Consumer Services 83.0 10 Telecom Italia Europe Telecommunications 83.0 11 Bank of Montreal North America Financials 82.0 12 Talisman Energy North America Oil & Gas 82.0 13 VCP - Votorantim Celulose e Papel Latin America Basic Materials 82.0 14 RepsolYPF Europe Oil & Gas 81.5 15 Ryder North America Industrials 81.0 16 Statkraft Europe Utilities 81.0 17 ALL - América Latina Logística Latin America Industrials 79.5 18 adidas Europe Consumer Goods 79.0 19 Bayer Europe Industrials 79.0 20 RWE Europe Utilities 79.0 21 Cameco North America Basic Materials 78.5 22 Telekom Austria Europe Telecommunications 78.5 23 AmBev Latin America Consumer Goods 78.0 24 CSN - Companhia Siderugica Nacional Latin America Basic Materials 78.0 25 Embraer Latin America Industrials 78.0 26 JBS Latin America Consumer Goods 78.0 27 Norsk Hydro Europe Basic Materials 78.0 28 BASF Europe Basic Materials 77.5 29 Fresenius Medical Care Europe Health Care 77.5 30 AMP Asia/Pacific Financials 77.0
For companies with tied scores the classification is in Alphabetical order. Disclaimer: 3 The evaluations for the Financial Disclosure Procedures ranking are based on the financial documents made publicly available on the respective participant website at the time of the evaluation date. Neither IR Global Rankings nor any of its supporting entities are liable for the accuracy of the information provided and we do not conduct any sort of auditing of the results.
MZ Bulletin’09 11 TOP30
Corporate Governance
Company Region Industry Score 1 Bayer Europe Industrials 90.0 2 Royal Philips Electronics Europe Industrials 87.5 3 Nexen North America Oil & Gas 87.0 4 Sulzer Europe Industrials 86.5 5 Royal Dutch Shell Europe Oil & Gas 85.5 6 Eternit Latin America Industrials 84.0 7 Telekom Austria Europe Telecommunications 84.0 8 Syngenta International Europe Industrials 82.0 9 Arcadis Europe Industrials 80.8 10 Totvs Latin America Technology 80.5 11 Royal Bank of Canada North America Financials 79.0 12 Norsk Hydro Europe Basic Materials 78.5 13 Akzo Nobel Europe Basic Materials 78.0 14 Perdigão Latin America Consumer Goods 77.0 15 Kotak Mahindra Bank Asia/Pacific Financials 76.8 16 Danske Bank Europe Financials 76.5 17 DSM Europe Basic Materials 76.5 18 Embraer Latin America Industrials 76.5 19 Pacific Basin Asia/Pacific Industrials 76.3 20 Microsoft North America Technology 76.0 21 BASF Europe Basic Materials 75.5 22 Masisa Latin America Basic Materials 75.5 23 Novartis Europe Health Care 75.0 24 PotashCorp North America Basic Materials 75.0 25 Unum Group North America Financials 74.0 26 Cisco North America Technology 73.5 27 Fedex Corporation North America Industrials 73.5 28 Intel Corporation North America Technology 73.5 29 SpareBank Europe Financials 73.5 30 Gol Linhas Aéreas Inteligentes Latin America Consumer Services 73.1
For companies with tied scores the classification is in Alphabetical order. Disclaimer: 4 The evaluations for the Corporate Governance ranking are based solely on the responses provided by each participant on a specific corporate governance questionnaire elaborated by IR Global Rankings which is aimed at identifying which companies have the best corporate governance policies. However, neither IR Global Rankings nor any of its supporting entities are liable for the accuracy of the answers provided nor for the execution or not of such corporate governance policies and we do not conduct any sort of auditing of the answers provided.
12 MZ Bulletin’09 IRGR Feedback 2009
The first award system that It is always great to be recognized is based on facts and not emotions. by independent evaluations against The method is more professional than our peers to be able to know what most others, as the other awards are we do exemplary and where we have based on opinions of the investors areas of opportunity to do better. and analysts while this award is based Ken Cooper Life Time Fitness on research about the performance of the company. Gerbrand Nijman Aegon The IRGR ranking process is based on an extensive evaluation of various factors relevant for each ranking category IRGR provides a great guideline for in addition to a separate popularity award. IR to study; it’s very helpful to have a well With this, IRGR distinguishes itself from organized professional to lead us. the pure popularity based rankings. May Hsu Alger Steenhuis Alltop Technology Royal Dutch Shell
We are looking forward to the IR Global Rankings is an excellent IRGR every year because their feedback opportunity to benchmark how our IR is always appreciated. I hope MZ Consult practices are perceived compared to the keeps on doing so. practices of other leading companies Andrea Wentscher BASF around the world. Stefan Solberg RusHydro
Having checked our online investor communication against the benchmark We appreciate the feedback report in and a large list of companies worldwide order to identify any further improvement in a transparent and diligent way is potential. helpful to us. The IRGR feedback report Philippe Dewitz gives us always some inspiration for Sulzer further improvements. Judith Nestmann Bayer Very informative. Mara Boaventura Dias VCP - Votorantim Celulose e Papel A really useful magazine which helps to stay informed of the current I love it. trends in the Investor relations sphere. Robert V. Rosenthal Vladimir Alenichev SAPPI IC RUSS-INVEST
MZ Bulletin’09 13 Findings from the 2009 IR Global Rankings What is What is HOT NOT
What is HOT What is NOT Easy-to-follow home structures with all Not having a link to the IR home page on the sections visualized from the homepage; institutional homepage of the company; Proactive transparency such as disclosing more Industry comments that are more specific to the IR than what is mandatory; company rather to the industry itself; Websites Translated transcripts (at least two Outdated information; different languages); Not having contact information for the IR team; Complete and well structured content; Poorly structured menus in which users need to Interactive and easy-to-use menu bars, browse in more than two sections in order to find with key content seen without clicking. what they are looking for.
What is HOT What is NOT Provide a specific section of strategy PDF versions that are completely different and competitive advantages; from the online report; Online Having all content on HTML format; Having a “single-flow” document without Annual Use of creativity and technical resources; separating topics per section (i.e. users can Reports Use of related links and having only advance through “next page” options; good navigability. Reports that are heavy which make navigation slow; Links that do not work, directing to wrong sections, leading users to a page that is not in English or links that are damaged.
What is HOT What is NOT Management & Discussion Analysis for Incomplete debt disclosures (without Financial quarterly results; information such as maturities, average Disclosure Detailed financial guidance, with limited contractual terms, etc.); Procedures range intervals. Providing guidance for Not providing a cash flow statement; operating volumes is also a good initiative; Not providing a simple revenue breakdown; Indicating industry risk factors; Lack of information on capital expenditures. Providing statistics (financial and non- financial) that are easy to find.
14 MZ Bulletin’09 Winners by Industry
Basic Materials Industrials
Best IR Website Best IR Website BASF ALL Best Disclosure Procedure Best Disclosure Procedure VCP FedEx Corporation Best Corporate Governance Best Corporate Governance Norsk Hydro Bayer Best OAR Best OAR AkzoNobel Royal Philips Electronics
Consumer Goods Oil & Gas
Best IR Website Best IR Website adidas Talisman Energy Best Disclosure Procedure Best Disclosure Procedure adidas Southwestern Energy Best Corporate Governance Best Corporate Governance Perdigão Nexen Best OAR Best OAR adidas Royal Dutch Shell
Consumer Services Technology
Best IR Website Best IR Website TAM Microsoft Best Disclosure Procedure Best Disclosure Procedure Gol Positivo Informática Best Corporate Governance Best Corporate Governance Gol Totvs Best OAR Best OAR Gol Intel Corporation
Financials Telecommunications
Best IR Website Best IR Website Bank of Montreal Net Serviços Best Disclosure Procedure Best Disclosure Procedure Danske Bank Telkom Best Corporate Governance Best Corporate Governance Royal Bank of Canada Telekom Austria Best OAR Best OAR Aegon Telecom Italia
Health Care Utilities
Best IR Website Best IR Website Fresenius Medical Care RWE Best Disclosure Procedure Best Disclosure Procedure Fresenius Medical Care Statkraft Best Corporate Governance Best Corporate Governance Novartis Endesa Chile Best OAR Best OAR Fresenius Medical Care RWE MZ Bulletin’09 15 Winners by Region
North Latin America America Europe
Top 5 IR Websites Top 5 IR Websites Top 5 IR Websites General Electric Company 80.3 ALL 86.0 BASF 84.0 Microsoft 80.3 TAM 80.0 Bayer 80.8 Talisman Energy 79.5 Homex 79.8 RWE 79.0 Bank of Montreal 78.3 Braskem 79.0 adidas 78.8 Cameco 73.5 Petrobras 78.5 Danske Bank 78.0
Top 5 Financial Disclosure Top 5 Financial Disclosure Top 5 Financial Disclosure Procedures Procedures Procedures Fedex Corporation 89.0 Gol 85.0 Galp Energia 86.5 Southwestern Energy 88.0 Banco Bradesco 83.0 Danske Bank 84.0 Nexen 84.0 TAM 83.0 Telecom Italia 83.0 Bank of Montreal 82.0 VCP 82.0 RepsolYPF 81.5 Talisman Energy 82.0 ALL 79.5 Statkraft 81.0
Top 5 Corporate Governance Top 5 Corporate Governance Top 5 Corporate Governance Nexen 87.0 Eternit 84.0 Bayer 90.0 Royal Bank of Canada 79.0 Totvs 80.5 Royal Philips Electronics 87.5 Microsoft 76.0 Perdigão 77.0 Sulzer 86.5 PotashCorp 75.0 Embraer 76.5 Royal Dutch Shell 85.5 Unum Group 74.0 Masisa 75.5 Telekom Austria 84.0
Best Online Annual Best Online Annual Best Online Annual Report Report (OAR) Report (OAR) (OAR) PotashCorp 62.5 Eternit 69.5 Royal Philips Electronics 79.3
Best Financial Program Best Financial Program Best Financial Program by Popular Choice by Popular Choice by Popular Choice E*Trade Financial Banco Nossa Caixa BASF Winners by Region
Greater Asia Africa China & Pacific
Top 5 IR Websites Top 5 IR Websites Top 5 IR Websites Telkom 64.2 China Telecom 63.0 Wipro 65.5 SAPPI 47.0 Global Sources 60.3 China Telecom 63.0 Orascom Telecom 41.0 HTC 51.5 Infosys Technologies 63.0 Pacific Basin Shipping 50.5 Shinsei Bank 60.8 Best Ranked Financial Disclosure Shin Kong Financial 49.8 Global Sources 60.3 Procedures Telkom 84.5 Top 5 Financial Disclosure Top 5 Financial Disclosure Orascom Telecom 72.0 Procedures Procedures SAPPI 72.0 Pacific Basin Shipping 76.0 AMP 77.0 China Railway Group 74.5 Pacific Basin 76.0 Best Ranked Corporate Chunghwa Telecom 68.5 Philippine Long Distance 75.0 Governance Cosco International 61.0 Telephone Co. Telkom 70.5 Natural Beauty 61.0 China Railway Group 74.5 Orascom Telecom 60.0 PT Excelcomindo Pratama 72.5 Top 5 Corporate Governance Best Online Annual Report Pacific Basin Shipping 76.3 Top 5 Corporate Governance (OAR) HTC 72.0 Kotak Mahindra Bank 76.8 SAPPI 63.5 Hysan Development Company 72.0 Pacific Basin 76.3 China Telecom 71.0 HTC Corporation 72.0 Global Sources 71.0 Hysan 72.0 China Telecom 71.0 Best Online Annual Report (OAR) Best Online Annual Report China Telecom 39.0 (OAR) Infosys Technologies 43.5 Best Financial Program by Popular Choice Best Financial Program China Railway Group by Popular Choice China Railway Group IRGR Global Ceremonies March, 2009
New York Ceremony
Judith Nestmann (Bayer) and Speakers of the IR Voice Forum in Taipei Andrea Wentscher (BASF)
18 MZ Bulletin’09 Awarded participants at the São Paulo Ceremony Colgate-Palmolive Team
Awarded participants at the Frankfurt Ceremony São Paulo Ceremony
Rodolfo Zabisky at the Taipei Ceremony Awarded participants at the Frankfurt Ceremony
MZ Bulletin’09 19 IRGR Global Ceremonies March, 2009
IR panel at the São Paulo Ceremony
São Paulo Ceremony Priscilla Melo (MZ) and Marcio Minoru (Net Serviços)
Mickey Foster (FedEx) and Rodolfo Zabisky (MZ) Taiwan Ceremony
20 MZ Bulletin’09 Soraya Freitas (Banco Nossa Caixa) Rodolfo Zabisky at the New York Ceremony and Caroline Bercht (MZ)
Luar Huber (MZ) and Rodrigo Campos (ALL) Awarded participants at the Taiwan Ceremony
New York Ceremony Awarded participants at the Frankfurt Ceremony
MZ Bulletin’09 21 IR Websites Categories Analyzed: What are the top key criteria? 2009 Content How complete and useful is the content Design and Navigability How well organized is the Technology & Data information presented IR Global Rankings Handling How are technological Interactivity resources explored Timeliness How user-friendly, practical and Benchmark intuitive is the website How frequently is Study information updated
What are the recent trends in the Investor Relations 1º universe? Best practices for Investor Relation Website and Financial ALL – América Latina Disclosure! Logística (Latin America) Who are the leading companies in Investor Relations practices globally? 2º 3º
Brief Description The 2009 Benchmark Study of IR Global BASF (Europe) Bayer (Europe) Rankings is based on results of the 11th edition, in which 163 companies from over 32 countries in Asia & Pacific, Africa, Europe, Latin America and North America were technically 4º 5º analyzed for IR websites, online annual reports and financial disclosure.
In addition to explaining the best practices to follow in these categories, the study also provides illustrated examples of global benchmarks that will allow you to know what is going on around the world in terms of General Electric Microsoft (North America) (North America) most complete and transparent disclosure.
Investment The complete study is available for US$ 1.600, taxes included. To purchase the study, please visit www.irglobalrankings.com
22 MZ Bulletin’09 Online Annual Report Categories Analyzed: What are the top key criteria? Content How complete and useful 1º Design and Navigability is the content Interactivity How are navigation tools used Technology and to facilitate searching Data Handling What practical resources are used for downloading Royal Philips How the company presents sustainability Electronics (Europe) How user-friendly, practical and intuitive is the document
2º 3º 4º 5º
RWE (Europe) Fresenius Medical adidas (Europe) Akzo Nobel (Europe) Care (Europe)
Financial Disclosure Procedures Categories Analyzed: What are the top key criteria? Operating Information How complete is the information 1º Income Statement for a proper financial analysis Balance Sheet How detailed are the Cash Flow financial projections Guidance How efficiently are filings Conference Call distributed to all markets Fedex Corporation Distribution/ How well structured are the Dissemination contents of the financial documents (North America) How easily are the financial documents and presentations found
2º 3º 4º 5º
Southwestern Energy Galp Energia (Europe) Gol Linhas Aéreas Telkom (Africa) (North America) Inteligentes (Latin America)
About IR Global Rankings: Solid communication with the investment community is a key priority for investor relations and corporate governance professionals, once value creation (stock prices) and risk perception can be managed. The implementation of best practices in communicating with the capital markets and fair disclosure procedures do help companies in earning and maintaining investor confidence. The annual IR Global Rankings and Awards survey is the most comprehensive auditing and ranking system for IR websites, corporate governance practices and financial disclosure procedures - a great opportunity to benchmark IR efforts vis-à-vis peers and industry leaders. Based on extensive proprietary research of publicly held companies and investors, and supported by input from independent audit, corporate governance and legal experts, MZ’s methodology is highly detailed, transparent and fully accessible to all participants. The annual IR Global Rankings and Awards Survey has grown each year since its inception in 1999.
MZ Bulletin’09 23 by Gregory Harrington and Laura Badian Arnold & Porter LLP1
Corporate Websites: Best Practices For Website Disclosure
orporate websites are perhaps the most disclosure. In light of the passive and decentralized effective disclosure tool for a company’s nature of individual corporate websites, the Cinvestor relations team. The team can question is: “How will investors know to look manage the company’s message, in multiple formats there?” Finally, regulators continue to be mindful 1 This article was and languages, and update relevant disclosure of the risk of misleading information posted to prepared in May 2009 and is intended to be a general quickly and inexpensively. Increasingly, regulators corporate websites. While this problem is far from summary of the law. It and stock exchanges are also concluding that unique to websites, both the long-term storage does not constitute legal corporate websites can be an effective means of capabilities and the increasingly interactive nature advice. You should consult with competent counsel required disclosure for material events, including in of websites lead to certain distinct disclosure to determine applicable lieu of the more traditional means of press releases to concerns and considerations. legal requirements in a specific fact situation. the major wire services. Since the Internet first caught the attention of The authors wish to At the same time, reasonable concerns still the U.S. Securities and Exchange Commission (the thank Benjamin Danner exist about whether posting to a website should SEC) over a decade ago, the SEC has sought to keep for his assistance in the preparation of this article. be permitted as the sole means of providing timely pace with its development, recognizing both the
24 MZ Bulletin’09 The New York benefits and risks associated with the ease and accessibility of investor access. On August 1, 2008, the SEC issued its Stock Exchange most recent interpretive release about the Internet, providing guidance to companies regarding the application of the has subsequently federal securities laws to information posted on company amended its own policy websites. In the interpretive release, the SEC states: “we have reached a point where the availability of information in with respect to the electronic form - whether on EDGAR or a company website- is the superior method of providing company information to immediate release of most investors, as compared to other methods.” The release material information... also provides useful guidance regarding steps that companies can take to reduce their liability for information posted This can result in on websites under the antifraud provisions of the federal securities laws.2 significant cost savings The companies most affected by the SEC’s new interpretive release are U.S. public companies, which are subject to Regulation Fair Disclosure, known as Reg FD. Reg FD provides that when a company (or persons acting 2 See Release No. 34- on its behalf) discloses material nonpublic information to 58288 (August 1, 2008), Commission Guidance certain persons (such as securities market professionals or on the Use of Company the company’s securityholders), the company must make that Websites, available at http://www.sec.gov/ information “public”, to ensure a level playing field for all rules/interp/2008/34- investors. For an intentional disclosure, the timing must be 58288.pdf made public simultaneously; for unintentional disclosure, it must be made “promptly.” The release provides guidance on when information posted on a company website would be considered “public” for purposes of evaluating the applicability of Reg FD to subsequent private discussions or disclosure of the posted information and satisfaction of Reg FD’s “public disclosure” requirement. The New York Stock Exchange has subsequently amended its own policy with respect to the immediate release of material information by NYSE-listed companies, allowing these companies to forego traditional means of releasing information to the market - release through major wire services - if they release the information through Reg FD compliant means, such as by filing a Form 8-K with the SEC or through another method of disclosure that is reasonably designed to provide broad, non- exclusionary distribution of the information to the public. This can result in significant cost savings compared to the use of the wire services, which charge companies for press releases based on the length of the release. Foreign companies - which generally are not subject to Reg FD- should also be mindful of the policies behind Reg FD as a matter of “best disclosure practices” and continue to adhere to applicable rules of relevant stock exchanges (such as the NYSE and Nasdaq) that require immediate release of material information. These companies should also be mindful of the recent NYSE rule changes, which could result in significant cost savings for companies that use Reg
MZ Bulletin’09 25 by Gregory Harrington and Laura Badian Arnold & Porter LLP1
FD compliant disclosure means to release material one of the main interpretive questions affected by information. Foreign companies that are also SEC the SEC’s new interpretive release. First, if the reporting companies or which sell securities in information is already on the website, would it the United States must also be mindful that they already be “public”, and therefore by definition could remain subject to liability for conduct (including not be “selectively disclosed”? And second, if non- misleading disclosure or manipulative practices) public information was disclosed, would its disclosure that violates the antifraud provisions of the U.S. on the website be sufficient to constitute “broad, non- federal securities laws. exclusionary distribution of the information”? 3 See “Final Rule: When the SEC issued Reg FD in 2000, the Selective Disclosure Regulation FD Guidance adopting release stated that as a general matter and Insider Trading,” Release No. 34- The SEC’s interpretive release does not provide acceptable methods of public disclosure for Reg FD 43154(Aug. 15, 2000). “bright-line” rules regarding under what purposes would include the following means: circumstances a U.S. reporting company can rely on website disclosure to satisfy Reg FD reporting »» press releases distributed through a widely obligations. Rather, the SEC’s principles-based circulated news or wire service, or guidance puts the burden on a company to »» announcements made through press conferences determine if information posted on its website or conference calls that interested members of will be considered “public” for Reg FD purposes the public may attend or listen to either in person, based on the company’s own evaluation of a non- by telephonic transmission, or by other electronic 4 The SEC states, exclusive list of suggested criteria. transmission (including use of the Internet). “we now believe that The SEC’s principles-based guidance covers the technology has evolved and the use of the following areas, which are summarized below: The Reg FD release also provided that the public Internet has grown must be given adequate notice of the conference or such that, for some companies in certain »» when information posted on a company call and the means for accessing it. Reg FD does circumstances, posting website will be considered “public” for Reg FD not require use of a particular method, or establish of the information on the company purposes; a “one size fits all” standard for disclosure; rather, »» liability for information on company it leaves the decision to the issuer to choose websites, including previously posted methods that are reasonably calculated to make information, hyperlinks to third-party effective, broad, and non-exclusionary public information or websites, summary information disclosure, given the particular circumstances and interactive websites; of that issuer3. Therefore, if information on a »» the types of controls and procedures advisable company website would be deemed to be “public,” with respect to such information; and then any subsequent disclosure of the information, »» the format of information presented on such as to a securities analyst or institutional company websites. investor, would not be considered “selective” and therefore not trigger Reg FD. When a company intentionally discloses material At the time of Reg FD’s adoption in 2000, the 5 However, the SEC emphasized that while information, it must do so publicly and not SEC stopped short of concluding that disclosure on Reg FD gives an issuer selectively. Reg FD requires that once a selective a company website would of itself be an acceptable considerable flexibility disclosure has been made, the company must file method of “public disclosure” of material non- in choosing appropriate methods of public or furnish a Form 8-K with the SEC or use an public information for purposes of Reg FD. disclosure, it also places alternative method or methods of disclosure that However, the SEC now believes that technology has a responsibility on the issuer to choose is reasonably designed to provide broad, non- evolved and the use of the Internet has sufficiently methods that are, in fact, exclusionary distribution of the information to the increased so that, “for some companies in certain “reasonably designed” to public. The disclosure must be made simultaneously, circumstances, posting of the information on effect a broad and non- exclusionary distribution in the case of an intentional disclosure, or promptly, the company’s website, in and of itself, may be a of information to the in the case of an unintentional disclosure. sufficient method of public disclosure” under Reg public. See Release No.34-43154 Whether information disclosed on a company FD. However, the SEC did not establish bright line (Aug. 15, 2000). website would constitute “public” disclosure is rules to help in making that determination. The SEC
26 MZ Bulletin’09 stated that companies will need to consider whether and when postings on their websites are “reasonably designed to provide broad, non-exclusionary distribution of the information to the public.”4 While there are no bright line rules, the interpretive release does provide guidance regarding when information posted on a company website may be considered “public” for purposes of Reg FD. To evaluate if information is public, a company must consider whether:
»» the company’s website is a “recognized channel of distribution,” »» posting information on the company website disseminates the information in a manner making it available to the securities marketplace in general, and »» if there has been a reasonable waiting period for investors and the market to react to the information.
Because the company has the responsibility for evaluating whether a method or combination of methods of disclosure would satisfy the alternative public disclosure provision of Reg FD, it remains the company’s responsibility to evaluate whether a posting on its website would satisfy these requirements.5 With respect to the first two elements of this analysis, the SEC provides a non-exclusive list of factors a company should consider in evaluating whether its website is a “recognized channel of distribution” and whether the information on the site is “posted and accessible” and therefore “disseminated.” These factors include:
»» whether the company informs investors and markets that it has a website and that they should look at the company’s website for information (e.g., does the company include disclosure in its periodic reports (and in its press releases) of its website address and that it routinely posts important information on its website); »» whether the company has made investors and the markets aware that it will post important information on its website and whether it has a pattern or practice of posting such information on its website; »» whether the company’s website is designed to lead investors and the market efficiently to information about the company, including
MZ Bulletin’09 27 by Gregory Harrington and Laura Badian Arnold & Porter LLP1
6 In evaluating accessibility to information specifically addressed website, including using other channels of posted information, companies that are widely followed by the to investors, whether information is distribution of information; and market and the media may know prominently disclosed on the website in the »» the nature and complexity of the information. that the market and the media location known and routinely used for such will pick up and further distribute the disclosures they make disclosures, and whether the information is At the time the SEC adopted the new on their websites. However, presented in a format readily accessible to interpretive release, many companies listed companies with less of a market following, including many the general public; on the New York Stock Exchange or Nasdaq companies with smaller market »» the extent to which information posted on did little or nothing in response because the capitalizations, may need to take the website is regularly picked up by the rules of these exchanges limited the ability additional affirmative steps so that investors and others know market and “readily available media,” and of listed companies to rely solely on posting that information is or has been reported in, such media or the extent to information on a company website to meet posted on the company’s website and that they should look at the which the company has advised newswires disclosure obligations. While the submission company website for current or the media about such information of a Form 8-K would satisfy SEC requirements information about the company. and the size and market following of the for Reg FD, under the rules of the NYSE listed company involved;6 issuers were still required to issue a press release »» the steps the company has taken to make through major wire services under the NYSE’s 7 Push technology describes its website and the information accessible, immediate release policy. a type of Internet-based communication where the including the use of “push” technology,” Under this NYSE policy, set out in Sections request for transmission of such as RSS feeds, or releases through 202.05 and 202.06 of the NYSE Listed information originates with the other distribution channels either to widely Company Manual and in the NYSE’s standard publisher or central server. It 8 differs from pull technology, distribute such information or advise the form listing agreement, listed companies are where the request for the market of its availability;7 required to release quickly to the public by the transmission of information originates with the receiver or »» whether the company keeps it website fastest available means any news or information client. The SEC states that it does current and accurate; that might reasonably be expected to materially not believe that push technology »» whether the company uses other methods in affect the market for their securities. To insure must be used in order for the information to be disseminated, addition to website posting to disseminate adequate coverage, the Listed Company Manual although that may be one factor information and whether and to what extent has stated that releases requiring immediate to consider in evaluating the accessibility to the information. those other methods are the predominant publicity should be made by press release to See Release No. 34-58288, methods the company uses to disseminate major wire services Dow Jones & Company, supra n. 1 at p. 21. Although information; and Inc., Reuters Economic Services and Bloomberg most companies do not currently use RSS feeds to push out »» the nature of the information. Business News. Annual and quarterly earnings, information to interested persons, dividend announcements, mergers, acquisitions, current practice may change as a result of the SEC’s guidance. With respect to the third element of the tender offers, stock splits, major management analysis, the SEC advised that what constitutes a changes, and any substantive items of unusual reasonable waiting period for investors and the or non-recurrent nature are examples of news market to react to the information depends on items that should be handled on an immediate the circumstances of the dissemination, including: release basis. However, the NYSE recently modified its »» the size and market following of the company; rules in light of the SEC’s interpretive guidance. 8 A copy of the standard form »» the extent to which investor-oriented information On April 8, 2009, New York Stock Exchange NYSE listing agreement on the website is regularly accessed; LLC filed with the SEC a proposed rule change can be found at http://www.nyse.com/about/ »» the steps the company has taken to make to amend its immediate release policy to allow listed/1111491853070.html. investors and the market aware that it uses NYSE-listed companies to comply with the its website as a key source of important policy by disseminating the information by 9 See Exchange Act Release information about the company, including any Reg FD compliant method or combination No. 34-59823, SR-NYSE- the location of the posted information; of methods, no longer requiring press releases 200940, available at 9 http://www.sec.gov/rules/sro/ »» whether the company has taken steps to through major wire services. The proposed nyse/2009/34-59823.pdf. actively disseminate the information or amendments became effective immediately the availability of the information on the upon release, on April 8, 2009. (Although the
28 MZ Bulletin’09 10 Regardless of the method of disclosure SEC has the authority to summarily abrogate the rule used, Nasdaq-listed companies are required change within 60 days, this is unlikely given that the to notify the Nasdaq MarketWatch Department of the release of material changes bring the NYSE rules into conformity with information that involves certain specified the new SEC guidance.) events prior to its release to the public. The NYSE’s rule changes also apply to listed foreign Nasdaq recommends that issuers provide such notification at least ten minutes before issuers. Even though foreign companies are generally such release. When a company chooses exempt from Reg FD, and thus the SEC’s recent guidance to utilize a Reg FD compliant method for disclosure other than a press release or Form release as it pertained to Reg FD was generally of 8-K, the company will be required to provide little interest to them, NYSE-listed foreign issuers can prior notice to the MarketWatch Department of: (1) the press release announcing the significantly benefit from the loosening of the NYSE’s logistics of the future disclosure event; and immediate release policy. Once a foreign issuer is (2) a descriptive summary of the material comfortable that its website would otherwise be Reg information to be announced during the disclosure event if the press release does FD compliant (in other words, it is a “recognized not contain such a summary. See IM- channel of distribution” and the information on 5250-1 and Rule 5250(b)(1) of The Nasdaq OMX Stock Market Rules. the site is “posted and accessible,” and therefore “disseminated”), it would no longer be required to issue its press releases through major wire services
11 See IM-5250-1 of The Nasdaq (which charge fees for the dissemination of press OMX Stock Market Rules. releases based on the length of the release). Nasdaq OMX Stock Market Rules generally permit Nasdaq-listed issuers to disclose material information promptly to the public through any Reg FD compliant method of disclosure or a combination of methods, but a descriptive summary of the material information to be announced may need to be furnished to Nasdaq in advance.10 In addition, Nasdaq interpretations currently state that the posting of information on a company’s website “is not by itself considered a sufficient method of public disclosure under Reg FD, and as a result, under Nasdaq rules.”11 Companies must also consider The SEC’s guidance may whether their websites may involve issues under the begin a movement toward Securities Act of 1933 (Securities Act) in addition to the Securities Exchange Act of 1934 (Exchange Act). the use of company For example, a company in registration must consider the application of Section 5 of the Securities Act to all websites as recognized public communications, including information on its channels to disseminate website. Also, companies undertaking offerings in the United States under Rule 144A or outside the U.S. under material information Regulation S must consider whether such information would be deemed a “general solicitation” or “directed on a widespread basis, selling efforts”. This is an important consideration for even if companies any company engaged in offering or selling securities, including companies engaged in continuous offerings. initially continue to rely Practical considerations, such as the extent to which a company’s Internet infrastructure can accommodate on traditional disclosure spikes in traffic volume that may accompany a major methods for disclosing company development, would also need to be considered before a company attempts to use only website material events. disclosure to meet its Reg FD obligations.
MZ Bulletin’09 29 by Gregory Harrington and Laura Badian Arnold & Porter LLP1
Liability concerns The antifraud provisions of the federal securities laws, including the provisions of Section 10(b) and Rule 10b-5 of the Exchange Act, apply to company statements made on the Internet in the same way they apply to any other statement made by or attributable to a company. These provisions contain a general prohibition on making material misstatements and omissions of fact in connection with the purchase or sale of securities. The SEC provides useful guidance regarding the application of the antifraud provisions of the federal securities laws to the following information posted on a company website:
»» previously posted (historical) information, »» hyperlinked information (to third parties), »» summary information, and »» interactive website features.
Previously Posted Information. In its 2000 release, the SEC stated that information previously posted on a company website and available to be accessed at a later time may be considered “republished” by the company at that later date, with attendant securities law liability, thereby providing that companies would have a duty to update the previously posted materials or statements. In the latest release, the SEC clarifies that the fact that investors can access previously posted materials or statements on a company website does not in itself mean that such previously posted materials or statements have been reissued or republished for purposes of the antifraud provisions or that the company has made a new statement or created a duty to update the materials or statements. However, where it is not apparent to a reasonable person that the posted materials or statements speak as of a certain date or earlier period, the SEC states that materials on a company’s website should be:
»»separately identified as historical or previously posted materials or statements, including, for example, by posting a date on the posted materials or statements; and »» located in a separate section of the company’s website containing previously posted materials or statements (for example, an “Archives” section).
30 MZ Bulletin’09 Hyperlinked Information. Under Rule 10b-5 information. However, because such 12 The SEC’s interpretive of the Exchange Act, a company can be liable summaries or overviews do not contain the guidance does not affect the SEC’s interpretations regarding the use of for third party information that is hyperlinked to more detailed information from which they hyperlinks to third-party information its website if the information can be attributable are derived or upon which they are based, in the context of offers and sales of securities under the Securities Act. to the company. Third-party information is companies have expressed concerned that attributable to a company under two theories: inclusion of such information may lead to liability. The SEC’s new guidance suggests »» Entanglement: if the company has involved that companies consider ways to alert readers itself in the preparation of the information as to where more detailed information is (the “entanglement theory”) or located, as well as to other information about »» Adoption: has explicitly or implicitly a company on the company’s website. endorsed or approved the information (the The SEC encourages companies to use the “adoption theory”). following disclosure techniques to highlight the nature of the summaries and minimize This risk is particularly acute where the investor confusion, including: company website provides hyperlinks to the reports of outside analysts or rating agencies, »» using appropriate titles and providing such as if the company selectively chooses which additional explanatory language to identify analysts it links to (by providing a hyperlink to the text as a summary or overview and the the favorable analyst report of Bank A, but not location of more detailed information ; to the unfavorable analyst report of Bank B). »» placing a summary or overview section 13 The SEC’s interpretive The SEC suggests several ways that a company in close proximity to hyperlinks to more guidance states that the degree can reduce its exposure to liability for the content detailed information from which it is to which a company makes a selective choice to hyperlink to of hyperlinked third party information under derived or based; and a specific piece of third-party antifraud provisions,12 including: »» using layered or tiered formats so the most information likely will indicate the extent to which the company has important summary or overview information a positive view or opinion about »» explaining the context of the hyperlink, and is on the opening page, with embedded links the information. For example, if making explicit why the hyperlink is being to more detailed information. a company includes a hyperlink to a news article that highly provided in order to avoid the inference that praises management, it should the company is commenting on or approving Interactive website features. The SEC consider explanatory language 13 about the source and explain its accuracy. acknowledges that companies are increasingly why the company is providing »» the company should use exit notices or using their websites to communicate with the hyperlink in order to avoid the intermediate screens to denote that the various constituencies, taking advantage of inference that the company is commenting on or even approving hyperlink is to third party information, the latest interactive technologies such as its accuracy, or was involved in although this will not necessarily absolve blogs and electronic shareholder forums. its preparation. Conversely, if the hyperlinked information is companies from antifraud liability; and Because the antifraud provisions of the federal more general or broad-based, the »» the company should avoid providing a securities laws apply to all communications company may consider a more hyperlink to information it knows, or made by or on behalf of a company, whether general explanation. For example, if a company has a media page is reckless in not knowing, is materially such communications appear on the company that simply provides hyperlinks to false or misleading. A disclaimer alone is website or on third party websites, companies recent news articles, both positive and negative, about the company, not sufficient to insulate a company from should put controls and procedures in place to the risk that a company may have responsibility for information that it makes monitor statements made by or on behalf of liability regarding a particular article or that it endorses or available to investors, whether through a the company in blogs and electronic forums. approves of each and every hyperlink or otherwise. Employees, acting as representatives news article may be reduced. In of the company, should be aware of their this case, a title such as “Recent News Articles” may be the only Summary Information. Use of summaries responsibilities in these forums, which they explanation that a company may or overviews to present information, particularly cannot avoid by purporting to speak in their determine is needed to avoid being considered to have adopted financial information, on company websites “individual capacities.” However, the SEC the materials. See Release No. 34- can be helpful to investors by highlighting states that a company is not responsible 58288, supra n. 1 at p. 35.
MZ Bulletin’09 31 by Gregory Harrington and Laura Badian Arnold & Porter LLP1
for the statements that third parties post on a Conclusion company-sponsored website, nor is a company The SEC’s interpretive release represents a move in obligated to respond to or correct misstatements the right direction, in that it permits certain companies made by third parties. The SEC also states that in certain circumstances to satisfy reporting obligations companies cannot require investors to waive by posting information on their websites. However, protections under the federal securities laws the release’s effectiveness is hampered by a lack of in order to enter or participate in a blog or bright-line rules regarding under what circumstances a shareholder forum. company can rely on website disclosure to satisfy Reg FD reporting obligations and by putting the burden on each company to determine, based on its own Disclosure controls and procedures evaluation of a non-exclusive list of suggested criteria, The SEC guidance clarifies that generally if information posted on its website will be considered information posted on a company website is not “public” for Reg FD purposes. necessarily subject to a company’s disclosure The SEC’s release was also hampered by NYSE and controls and procedures certification requirements Nasdaq rules that limited its overall benefit. However, under Section 302 of the Sarbanes-Oxley Act. the NYSE’s proposed rule change to amend its immediate However, the SEC states that if a company elects to release policy to allow NYSE-listed companies to comply satisfy certain Exchange Act disclosure obligations with the policy by disseminating the information by any by posting that information on its website as an Reg FD compliant method or combination of methods alternative to providing that information in an should enhance the usefulness of the SEC release and its Exchange Act report (as the SEC permits under likely implementation by NYSE -listed companies. certain circumstances), then the disclosure controls Few companies are in a position to rely solely on and procedures certification requirements would posting information on their websites to meet Reg apply to information posted to the company FD disclosure obligations. Even many companies website to the same extent as information included with comprehensive website-based disclosure may in the company’s Exchange Act reports. On the be understandably reluctant to move quickly in this other hand, the SEC clarified that the disclosure area, given the high level of scrutiny the SEC uses in controls and procedures certifications would not enforcing Reg FD cases. Therefore, we expect that apply to other disclosures of information on the most companies will “wait and see” how the landscape company’s website, meaning that in signing the develops, and otherwise continue their existing Reg FD required Section 302 certifications in connection disclosure practices through the use of press releases with its periodic reports, the principal executive and Form 8-K filings. officer and principal financial officer would not The SEC’s guidance may begin a movement toward be disclosing their conclusions regarding the the use of company websites as recognized channels to effectiveness of any controls that the company may disseminate material information on a widespread basis, have in place regarding its website disclosure of even if companies initially continue to rely on traditional information, other than those controls with respect disclosure methods for disclosing material events. Larger to information that is posted as an alternative to cap U.S. companies with significant market following being provided in an Exchange Act report. may want to take steps to establish their websites as “recognized channels of distribution,” by maintaining their company website with current and accurate Formatting of online information information, making investors and the markets aware Recognizing that online information is that the company will post important information on its increasingly interactive and not static, the SEC website, and establishing a pattern or practice of posting clarified that information appearing on a company such information on the website. Smaller companies website does not have to satisfy a “printer-friendly” should take steps to improve their website disclosure standard unless explicitly required by SEC rules. practices, and monitor whether larger cap U.S. companies This means that companies may focus on on-screen are adjusting over time to a web-based disclosure model readability rather than printability of documents. and are benefiting from its convenience and cost-saving
32 MZ Bulletin’09 possibilities. For foreign issuers, we recommend that they take a fresh look at the SEC’s interpretive release in the light of the recent change to the NYSE’s immediate release policy, as well as continuing to heed the recommendations of the SEC with respect to avoiding selective disclosure of For more information, please contact material information. either Gregory Harrington And all companies should carefully review the SEC’s guidance with respect to avoiding potential (+1 202 942 5082) federal securities law liability for website disclosure. To ([email protected]) reduce these liability risks, companies should examine the guidance regarding how companies may reduce or Laura Badian liability with respect to information previously posted (+1 202 942 6302) on a website, hyperlinked information to third parties, summary information, and interactive website features. ([email protected]) by Thiago Giantomassi of Demarest e Almeida Advogados
Financial crisis, Improvement of disclosure-related rules General reporting Reporting rules aim at adequately informing the securities market of the financial condition and results of operation of a given entity. The crisis showed that the rules were markets and insufficient, either because imposed soft obligations, or no rule existed for a certain transaction or business. Securities markets are becoming increasingly investor relations integrated and regulators are being required to reduce the barriers in offerings and listings, harmonize rules and expedite procedures. Based on this concept the Brazilian Securities and Exchange Commission (in Portuguese, Comissão de Valores Mobiliários, or the CVM) proposed a regulation1 addressing the issuers disclosure-related obligations under the shelf registration system, which is supported and stimulated by the International Organization of Securities Commissions2. The basic structure of the shelf system requires a core The world witnessed in the last three years a disclosure document, updated on a regular basis – usually major increase in economic activity in general, and once a year by virtue of the disclosure of annual financial in the capital markets in particular. During these statements or upon a public offering -, which contains years, the markets have progressively become more the issuer’s business, corporate structure, risk factors and certain financial information. Each time the issuer integrated all over the globe, and, consequently, plans to offer securities, a special document describes the more dependent on one another. offering and the securities. In Brazil, this internationalization also took Such a system already exists in Brazil, but only for place, and the main example is the record of trading offerings of securities – that is, a shelf document is filed experienced in 2007 by the Brazilian securities with the CVM and each offering is pursued by an offering market, which is the largest in Latin America. note. However, an issuer not enjoying such a shelf In the first semester, Brazil received the program reports its information under a system which investment grade rating, providing companies provides insufficient or non-updated information. and the economy in general with attractive There two basic benefits under this proposed structure: investment opportunities. The second semester, investors become familiar with the issuer on a regular however, was significantly affected by the turmoil basis, while issuers may have a quicker access to the in the international financial sector, adversely capital markets. The investor relations area is also provided with constant and updated information on impacting the global economy, including in Brazil. the issuer’s activities, enabling its focus on the creation Under this scenario, regulation is a key of value to investors and narrowing the distance, if any, element to face the turmoil. This article between management and the securities markets. summarizes the latest changes in the regulation of Brazilian securities markets, which aim at Internationalization of accounting rules fostering our markets and will contribute to face The IFRS (International Financial Reporting the current financial developments. Standards – IFRS) are approved by the IASB
34 MZ Bulletin’09 (International Accounting Standards Board) no more than 20 subscribing or acquiring qualified and provide for standardized rules of corporate investors; (iii) not be pursued with public sales effort; governance, auditing practices and accounting and (iv) all material information to be disclosed to the principles. Adopting the IFRS means not only a investors, but there is no specific requirement as to the change in the accounting practice, but also the need of a prospectus; (b) no public offering of the same reporting principles to the market will be different. security to occur within the following four months after 2008 represents the year in which Brazilian local the exempted offering; (c) the securities offered to be (i) regulators, namely the CVM, elected the conversion issued in Brazil; (ii) limited to commercial notes, bills to IFRS as one of the main priorities in terms of of credit, non-convertible debentures, closed-end shares securities regulation. of investment funds, or certificate of agribusiness and IFRS-related rules are being developed in real estate receivables; (iii) traded only among qualified Brazil under a partnership of the CVM and investors and after the ninetieth day after completion Accounting Rules Board (in Portuguese, Comitê de of the exempted offering; (d) the issuer to (i) have Pronunciamentos Contábeis, or CPC), an organization audited its annual financial statements; (ii) disclose such formed by the main participants of the securities statements on its website within months after completion markets – including associations of publicly-held of the fiscal year; (iii) disclose material information companies, investors and accounting professionals, reports; and (iv) not trade its securities based on together with Brazil’s main stock and derivatives material, non-disclosed information. exchange (BM&FBOVESPA). For the purposes of such exemption, qualified The CVM and CPC will enact almost 50 rules to investors are: (i) financial institutions; (ii) insurance implement the IFRS in Brazil, out of which 31 were companies and capitalization companies; (iii) private either approved or published for comments, and 18 welfare opened or closed capital organizations; (iv) are under analysis and preparation of both entities. individuals or legal entities holding financial investments The main rules already approved relate to impairment which exceed R$ 300,000.00 (approximately of assets, foreign exchange rates, cash flow statements, 100,000.00), and that additionally invest at least R$ intangible assets, related-parties transactions, share- 1,000,000.00 in the exempted offering; (v) investment based payments and financial instruments. funds; and (vi) portfolio managers and securities advisers authorized by CVM, in relation to their own monies. This exemption will enable issuers to have a quick Exemption for private placement offerings option to access investors, which is essential in an environment of reduced liquidity. As a general rule, any public offering of Since the rules above described may change the securities in Brazil requires prior registration with reported profitability of the company, and thus the CVM of the issuer and of the offering itself, and way investors analyze the business itself, all areas of intermediation by an institution which is part of the company are required to be fully aware of the the Brazilian securities distribution system. main changes and concepts involved, namely the 1 See Until 2008, no general rule waiving registration investors relations professional, who is the person http://www.cvm.gov.br/ port/audi/ed0708sdm. of a public offering of other Securities, including responsible for translating to the market the values pdf for additional if issued abroad, was enacted by CVM similar to and upsides of the company as a differentiated option, information. Rule 144A or Regulation S in the United States. By acting as real specialists in the business and the 2009, our local authorities created an exemption investment market. for certain securities issued in Brazil and offered And this role is much more important in an 2 See to qualified investors with limited sales effort. environment of less credit liquidity, under which the http://www.iosco.org/ library/pubdocs/pdf/ Such exemption requires: (a) the offering to (i) aim companies are required to present themselves are IOSCOPD118.pdf for at no more than 50 qualified investors; (ii) have profitable and secure investment options. additional information.
MZ Bulletin’09 35
by Alexandre Barbosa of Bloomberg Investor Relations
he current bear market offers many challenges and North American investors and companies highly value opportunities for IR-Investor Relations Officers the quarterly earning announcements, while European, Asian Tand teams worldwide. and Latin American players watch the annual results and From April 2008 to April 2009 most major stock indices estimates more closely. North America’s disclosure culture fell on average 35%, with some blue chip stocks falling up to means that all litigation and corporate governance issues are 70%. Panic selling of both stocks and corporate bonds forced closely watched by investors. prices to fall much more than their fair values suggest. The expected decrease in sales or earnings caused by the global Growth in equity investment worldwide economic slowdown could only explain part of the steep However, there is a bright side on these new investment drop in prices that pushed valuation multiples to their trends. The surge in global cross-border investment offers cheapest level in decades. As an example, the Dow Jones IR teams opportunities to look for potential investors Industrial Average traded in April 2009 at its lowest level worldwide. This global view will help their companies in over 20 years for valuation multiples such as Price to materialize their growth plans by achieving better Sales and Price to EBITDA. valuations, expand their stakeholder base and gain access Between April 2008 and April 2009 equity investors to more sources of capital at a lower cost. worldwide saw the value of their investments drop near The key drivers behind an increase in equity investment US$ 25 trillion. This drop was so painful that many are the growth in many countries of defined contribution strategists began to challenge the theory that investments in pension funds that can invest globally and the very low equities should be part of portfolios with long-term horizon returns offered by government debt. As of April-2009 because this asset class would outperform bonds and bills. many investors are considering a return to risky assets In addition to coping with dramatic changes in securities’ because 2-year government bonds in the US, EU, Japan valuations, companies must also operate within a regulatory offer yields of only between 0.5% and 2.0%, their framework that is more restrictive and punitive than in the lowest level in decades. Furthermore, credit markets are past. Risk control and management, environmental issues, beginning to stabilize as demonstrated by CDS-credit litigation, corporate governance and limits on executive default swaps and swap spreads returning to levels pre- compensation are some of the new challenges that the IR crisis. Corporate bonds issuance has started again with 2,317 must now deal with. new international bonds worth US$ 1.3 trillion issued in the first quarter of 2009 compared to 2,208 bond issues worth Global ir similarities and differences US$ 791 billion in the same period in 2008. The world is made of a variety of cultures and languages. However, the investment world speaks a common language. Bloomberg for ir-investor relations Except for some differences on reporting, earnings Corporations worldwide use the Bloomberg system for announcements, earnings estimates, litigation, corporate IR-Investor Relations, corporate strategy, business planning, governance. The breakdown of the world’s market cap may treasury activities and investment banking. The Bloomberg reflect IR practices with North America accounting for 36%, Professional offers clients in over 100 countries a database Western Europe 24%, Developed Asia Pacific 22% and the with 9.5 million securities, 16,000 analytical functions, remaining 18% distributed on emerging markets in Asia, 10 years of financial data on approximately 70,000 listed Africa, Eastern Europe and Latin America. companies in 85 countries and 26,000 fields exportable to Most companies that have ADRs listed in the US Excel. IR teams find it particularly useful and cost-effective report their results quarterly. Moreover, most and large to have all their information needs on one single system markets like Brazil, India, Russia and Korea report where they can monitor their stocks and bonds, perform quarterly too. On the other hand, there are many peer comparison and analysis, search for potential investors, countries that adopt mainly the semi-annual reporting communicate with both analysts and investors, track earnings such as the U.K., Switzerland, Hong Kong, South Africa announcements and surprises, be alerted when the ratings of and New Zealand. a stock or a new target price are announced.
MZ Bulletin’09 37 Selected Bloomberg Functions 01.
01. Function: rv
02. Function: mrr
03. * Function: rvc
04. Function: anr
05. Function: phdc7
06. Function: liti
04. 05. 06.
38 MZ Bulletin’09
by Michelle Morkoski Landy of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados
Relevant Developments in Corporate Governance Rules - A Year of Changes
he recent years and happenings including the companies must adapt to international accounting IPO rush mainly in 2006 and 2007, and the standards. This avoids having to undertake two Tfinancial crisis, starting with the subprime in transitions at the same time: the transition to a new the end of the same year, brought for market players auditing firm and the transition to the new accounting of different sectors of the society, and mainly to the standards. While still convinced of the need to rotate regulators, not only a lot of worries and surprises but external auditors, in order to avoid eventual conflicts, also a huge and fertile field of work. the CVM is concerned with ensuring the continuity Changes started in the legislation with adjustments and stability needed by companies to successfully to the accounting rules to the international standards adapt to the new accounting norms without any loss (IFRS). Law 11,638, approved towards the end of in transparency. 2007, introduced changes to Law 6,404, Brazilian Also, many regulatory developments have been Corporate Law, as regards to accounting practices. noticed lately with respect to the securities and The purpose of the Law was to adapt Brazilian markets regulator. For example, CVM issued in 2008 accounting rules to international accounting standards rule 471, that establishes a simplified procedure and with this change, providing Brazilian companies for the registration of secondary and debt public greater access to international capital. offerings. This instruction speeds the process up, Law 11,638 also extended to large corporate mainly by providing for the possibility of CVM entities (annual sales in excess of R$300 million) the establishing agreements with self-regulating entities, obligation to prepare their financial statements in resulting in more time for the CVM to dedicate to accordance with Brazilian Corporate Law, as well as those aspects of each transaction that require greater submitting them to an external auditing firm, which attention. This has simplified access to the market. On they were not obliged to do before. By the year 2010, the other hand, it is worth noting that the Instruction Brazilian consolidated financial statements will need in fact increased CVM’s supervisory powers, since to be published in accordance with IFRS accounting it will now be responsible for also supervising the standards. During 2009 the CVM and the CPC will self-regulating entity (responsible for the acts of its issue the new norms required for conformity. managers and representatives), which is obliged to Another change was introduced by CVM Rule act in a diligent manner and to reimburse the CVM 549 that allows companies to defer the rotation of for any losses caused in the course of the respective their external auditors during the period in which agreement with the CVM. Moreover, CVM enacted
40 MZ Bulletin’09 »» (iii)Brazilian firms domiciled in fiscal paradises will have more difficulty opening their capital to public subscription and listing their depositary receipts, known as BDRs, on the Bovespa. Brazil will adopt results similar to those used in the United States to regulate this sort of transaction in order to guarantee that local rules for foreign investors are applied only to genuinely international companies. With the rule changes, in order receive authorization to list BDRs, companies will have to prove to the CVM that it engages in substantial business activity outside Brazil and is managed by non-Brazilians. At least 50% of its assets must be used in international transactions and half of its management must be non-Brazilians — very similar to the rules imposed by the U.S. SEC for ADRs. CVM states that the intention is not to bar foreign companies from listing here but quite the opposite! Indeed, they are trying to avoid abuses that were becoming common practices among Brazilian firms. If the company choosing to issue BDRs falls outside the limits set by the CVM, it will be considered a Brazilian company and therefore subject to all the local rules. (iv)A new change proposed by the minute and will rule 476, as of 16 January 2009, which regulates specially affect the foreign investors regards the financial public offers with restricted efforts and the trading of statements that will need to be now audited not only just issued securities in the regulated markets, almost the revised, by auditors duly registered by CVM. well-known 144A in the US. And finally, the Public Hearing nº 01/09 or the But the main changes came with the Public Hearing nº proposed new rule 400, that intends to balance the 07/08, which contains a draft of a new CVM instruction regulation of public offerings with the regulation recently that is expected not only to revoke CVM rule 202 enacted addressing public offerings distributed with limited (which currently regulates the registration of issuers in underwriting efforts (rule 476). the Brazilian regulated markets), but also to improve A main development in the proposed rule 400 is the the requirements regarding the information provided as reduction of the cases in which a feasibility study will be a condition to obtain registrations with the CVM. The required. Theoretically, this requirement increases the liability main changes brought by the Hearing proposal are: of an issuer when its securities are offered outside Brazil, since »» (i)the introduction of a Reference Report based the feasibility study should comply with the regulations of the on the shelf registration system applied in the US foreign jurisdiction. Under the proposed rule 400, feasibility that aims to replace the current form for period studies will only be mandatory (i) if the offer is conducted for the information (IAN), is to provide investors with a purposes of setting up a new company or (ii) if the issuer is in a wider and dynamic range of information that will pre-operational stage. Some other changes regard quite period include details on total remuneration of individual clarification, conflict of interests applicable to underwriters as managers (one of the he most controversial aspect is well changes to the exemptions for registration of indivisible detailed breakdown of remuneration, which applies single lots that were previously regulated by article 5, creating only to listed entities), more on business plans and intervals of time from an offer to another of the same issuer. results, and identification of possible conflicts of The new rules will bring Brazil more in line with other interest in cases involving cross-holdings; countries where corporate governance is taken into high »» (ii)There will be three levels of disclosure, consideration. Although disclosure standards are theoretically depending on outstanding securities: a) the first high, companies continue to under-report or hide information will apply to all companies with equity listed on because penalties for non-compliance in Brazil are light but the the BM&F Bovespa, b) the second to companies regulators seem to be tightening up on supervision and being that have instruments trading over-the-counter, worried to promote a better alignment to well-recognized and c) the third for entities that have issued debt; worldwide practices.
MZ Bulletin’09 41
IRGR: In your opinion how has the current global financial crisis affected Asia and Highlights how are IR professionals in the region been approaching this? from Asia CY: Recently, there have been increased interests in Asia-based companies. Generally speaking, many Insights from Charlotte companies in Asia have solid business models and Yu, Global Sources strong balance sheets, and Global Sources certainly is one of these companies. We believe it is more important than ever to communicate clearly and effectively to our investors about our business model and key differentiations.
IRGR: Global Sources has won several investor relations awards over the past years. What are the efforts taken by Global Sources that place the company above many others in Asia?
CY: Global Sources continuously implements new website pages and updates to achieve and maintain full, fair and timely information dissemination and transparency to our shareholders. We believe that by proactively updating the IR site with current From left to right: Suzanne Wang and Charlotte Yu and pertinent information, we are able to serve our IRGR: The Chinese economy has undergone investors’ needs well. We are also very focused on, significant transformations in the recent past, and strongly believe in the importance and value of, with many companies now being publicly traded. good corporate governance. What have been the triumphs and challenges for As a foreign listed company on Nasdaq, we’ve IR professionals in China? been providing quarterly financial reporting to our shareholders and the market on a timely basis each CY: The profession of investor relations is gaining more quarter which is not required under Nasdaq listing rules. recognition among listed companies in China. The quality of IR professionals in China is improving quickly. However, there remains a lack of understanding about IRGR: For the 2009 ranking, Global Sources was the value of IR functions to a listed company. And as a one of the best IR websites in Greater China. result, when communicating to the investor community, What key recommendations can you give for there are still many practical challenges to overcome, for companies that are seeking to improve their IR IR professionals in China. websites in the region?
CY: Our key recommendations for any company seeking to improve its IR website would include: adhering to best practices in corporate governance disclosures and providing its shareholders and interested investors with up-to-date and pertinent company information, for example, by providing online access to company news and press releases, earnings announcements, information about investor conference activities and major events (such as annual general meetings).
MZ Bulletin’09 43 IR Website IR Website IR Global Rankings Case Study We are always on the move
ALL – America Latina Logística (“ALL”) has IR Global Rankings and winning this award is participated in the IR Global Rankings for several certainly an important achievement. years and the company’s ongoing efforts to improve its investor relations website brought in ALL’s IR website has all the right elements it needs positive results. In the 2009 edition of IR Global to be outstanding, not only in terms of functionality Rankings, ALL was ranked as the leading investor but also in terms of content, which in ALL’s case is relations website globally for the very first time, exceptional. The company has successfully managed a position that had also been unknown to a Latin to emphasize the right kind of information to American company until now. disclose through an investor’s perspective, with up to date materials that can be easily and intuitively The IR website is the key channel for presenting found as well as having technological resource tools information and maintaining the investor that enhance users’ interactivity. Although these community informed on the company, thus attributes are fundamental, many companies still influencing their behavior and opinions. IR struggle to deal with them. professionals that do not effectively manage and monitor their online communication Maintaining a good IR website requires a channels may be compromising their companies’ great deal of effort, time and resources, all of valuation potential. Due to these characteristics, which ALL has taken seriously to increase the the investor relations website category is company’s credibility among the investment undoubtedly the most competitive ranking in audience. We congratulate ALL!
From left to right: Gustavo Reichmann, Rodrigo Campos, Carlos Eduardo Baron
MZ Bulletin’09 45 Online Annual Report IR Global Rankings Case Study
Online annual reports have considerable importance technological resources available to further enhance as a communication tool due to its strong capacity in audience experience with the company. This transmitting the company’s investment message, not only includes bold design and multimedia applications by bringing forward the corporate identity, but also by with flash and sounds, among other tools. providing a greater feel for the company’s management team, which is critical for many investors when considering Fresenius Medical Care’s online annual report was the purchase of your company’s stock. For instance, while awarded among the leading reports globally in in the printed version the CEO‘s message is simply read, the 2009 edition of IR Global Rankings and we in a good online annual report the CEO can come alive in a highlight the report as a successful example. The video, reproducing the message with much more energy report is extremely well organized, with very good and strength. In other words, a well elaborated online content and excellent interactivity. Additionally, annual report can “sell” the company better and many the company also provides insights into the health corporations take this seriously. care market, with curiosities and interviews which is a differential and can be very helpful. The HTML version of the online annual report acts as a “mini IR website” and can be used as a tool to attract We congratulate the efforts taken by Fresenius stakeholders to the company. Due to its nature, the Medical Care in order to produce a top-standard online annual report can take advantage of the many online annual report.
In the front from left to right: Oliver Maier, Gerrit Jost. In the back from left to right: Simone Burghardt, Katharina Chudalla, Tanja Hüttl, Charlotte Baumann, Christina Euler 46 MZ Bulletin’09
Financial Disclosure Corporate Procedures Governance IR Global Rankings Case Study
In today’s world it is impossible to ignore the information on operating costs and breakdown of importance of sound financial reporting as it is operating results per business segment. an essential condition for market economies to work properly. Improving the quality, comparability Additionally, the guidance information provided and transparency of the financial information by FedEx was particularly impressive, with good provided by companies is crucial, especially information on expected financial results, margins and since it is the pillar for investors when making outlooks on corporate strategies and sector trends. certain investment decisions. The importance of good financial reporting increases even more in “At FedEx, we have an IR team that is world-class, long- turbulent financial times such as the ones we tenured and highly regarded by the financial community,” have been experiencing. said Mickey Foster, Vice President of Investor Relations for FedEx Corp. “The same spirit that drives our Purple FedEx has been a prime performer in various Promise to customers, that we will make every customer financial disclosure categories analyzed by IR experience outstanding’, also drives the company’s IR, Global Rankings and ranked as the highest score in Finance, Accounting and Legal teams, as we believe that financial disclosure worldwide for the 2009 edition. our collective commitment to transparent disclosure and strong corporate governance practices assist us FedEx’s top standards in financial reporting are an in our mission to provide superior financial returns for excellent example to follow, not only in terms of rigorous shareowners while adhering to the highest ethical and punctuality and consistency, but also in terms of the professional standards.” quality of the information available in the reports, which contain good insights into the company’s operations We congratulate the efforts of FedEx’s IR team in globally including detailed operating statistics, good achieving the top ranking position in this category.
From left to right: Stephen Hughes, Elizabeth Allen, Arthur Mickey Foster, Jeffrey Smith
48 MZ Bulletin’09 Corporate Governance IR Global Rankings Case Study
Having a good set of rules that implement values In the 2009 IR Global Rankings, Endesa Chile of fairness, transparency, accountability, and scored as the best corporate governance against responsibility to both shareholders and stakeholders all participants of the utilities industry worldwide is the basic concept of corporate governance.The and this clearly shows the increasing concern importance of such rules has been generally increasing governance has gained within emerging market significance in the emerging markets, especially due companies. The IRGR corporate governance review to the argument that strong corporate governance is based on an extensive questionnaire in which standards aid in providing better access to capital Endesa Chile received top scores in many items such in order to ensure stability and important long-term as having designated committees with independent growth necessary for creating wealth and prosperity. members responsible for key corporate decisions Weak corporate governance has been one of the key and measures that protect minority shareholders, to drivers to mismanagement and corruption. just name a few. According to Irene Aguiló, Investor Relations Executive of Endesa Chile, answering the It is also important to remember that although corporate corporate governance questionnaire has showed her governance has emerged as a way to manage modern what else they need to implement and disclose to corporations it is equally significant in state-owned investors in order to further improve their Investor enterprises, cooperatives, and family businesses. Relations activities.
The cost of good governance does not come cheaply IR Global Rankings recognizes the efforts taken by but the benefits of adopting high standards outweigh Endesa Chile and encourages all emerging market the drawbacks as companies move toward greater companies to continue to increase their level of credibility and efficiency. transparency and disclosure.
From left to right: Jaime Montero, Jacqueline Michael, Irene Aguiló, María Teresa Fuentealba, Juan Pablo Reitze
MZ Bulletin’09 49 Participant List
The following companies have participated in one or more of our evaluations since 2003, and have benefited from the feedback and exclusive insights provided by IRGR.
7-Eleven Brascan Deutsche Beteiligungs Guidant Maple Leaf Foods PT Indosat TAKKT AB SKF Brasil Ecodiesel Deutsche EuroShop GVT Marfrig PT Telekomunikasi Indonesia Talisman Energy AB Volvo Brasil Telecom Deutsche Lufthansa H. Lundbeck Marine Products Publicis Groupe TAM ABB Asea Brown Boveri Braskem Deutsche Post World Net Haemonetics Corporation Masisa QIAGEN Tata Motors Abertis Brazil Realty Deutsche Telekom Hannover Re Massmart QuickLogic Tatneft Abitibi-Consolidated BRE Bank Devon Energy Hansabank Matsushita Electric Quiñenco Tav Airports Holding ABN AMRO Brisa Auto Estradas de Portugal Diageo Hanson McDonald‘s Rabobank TD Bank Financial Acambis British American Tobacco Dick‘s Sporting Goods Harley-Davidson Mechel OAO Randon TDC Actavis Brookfield Properties Diebold Harmony Gold Medco Health Solutions RBC Team Industrial Activision Bruker Biosciences DIS Deutscher Industrie Service HAVAS Mediaset Redecard Technip ADC Bumiputra-Commerce Holdings D-Link Corporation Health Axis Medicure Redwood Trust Teck Cominco adidas Buongiorno DnB NOR Hecla Mining Company Merrill Lynch Regis Tecnisa Advanced Semiconductor Engineering Burlington Resources DRS Technologies Heidelberger Druckmaschinen Metro International Remgro Tegma Gestão Logística Aegon Bursa Malaysia Berhad DSM Herman Miller Metso Remote Knowledge Tele Norte Celular AES Gener Cadence DSP Group Hitachi Mexichem Renault Telecom Argentina Agnico-Eagle Mines CAE Ducati Hochtief Microsoft RepsolYPF Telecom Italia Agora Camargo Corrêa Des. Imobiliário Dufry South America Holcim Migenix Reunert Telecomunicações de São Paulo Air France-KLM (CCDI) Duke Energy Home Depot Mitchells & Butlers Reuters Telefonaktiebolaget LM Ericsson Air Products Cameco DuPont Homex MMX Rexam PLC Telefonica AkzoNobel Cangene Duratex Hong Kong Exchanges and Motive Rieter Management Telefónica Argentina Alcoa Capital Title Durban Roodepoort Deep Clearing M-Systems Ripasa Celulose e Papel Telefonica CTC Chile ALL Carbo Ceramics Dynegy HQ Sustainable Maritime MTC Technologies RLI Corp Telefónica Móviles Allergan Cardo E*Trade Industries MTR Roche Telekom Austria Allianz Career Education E.ON HSBC MVV Energy Rodobens Negócios Imobiliários Telekom Austria Allied Defense Group Casa Saba EADS HTC Corporation Naspers Rogers Communications Telekomunikacja Polska Allied Electronics Corporation Casas GEO ECI Telecom Hysan Development Company Natura Rossi Residencial Telemig Celular Participações Limited (Altron) CCC Information Systems Econorte IBERIA Natural Beauty Bio-Technology Royal Ahold Televisa ALLTEL Corporation CCR Edison International IBM Navteq Royal Bank of Scotland Group Telkom Alltop Technology CEMEX EDP - Energias de Portugal. IC RUSS-INVEST Nedbank Royal Dutch Shell TELUS ALTADIS Cemig Eisai ICA Nedcor Royal Philips Electronics Telvent ALTANA CenterTelecom Eksportfinans ICICI Bank Neoforma Royal Vopak Tenaris Amadeus Global Travel Distribution Centrica Electrolux Idial Networks Ness Technologies RPC Terna Amazônia Celular CGI Group Elisa IDT Nestlé Rubicon Minerals The East Asiatic Company AmBev Chaparral Resources Embraer iGATE Global Solutions Net Serviços RusHydro Thomson Amcor Chartered Semiconductor Embratel Participações IJM Corporation Berhad Netflix RWE Thiel Logistik AMD Manufacturing EMC2 Corporation Ikon Office Solutions NetIQ Ryder System ThyssenKrupp Amerada Hess Chi Mei Optoelectronics Enagas Imapla Platinum Holdings Limited NetManage Sabre Holdings TIB Bank American Electric Power China Agri-Industries Holdings Endesa Imperial Tobacco Group PLC Nevada Gold and Casinos Sacyr Vallehermoso TietoEnator American Financial Realty Trust China Life Insurance Company Endesa Chile IMS Health NewAlliance Bancshares Sadia TIM American Greetings China Petroleum & Chemical Enel Inditex Newmont Mining Saes Getters Time Warner American Power Conversion China Railway Energias do Brasil Indra Nexen Salzgitter Tingyi (CaymanIslands) Holding Amil Participações China Telecom Energisa Industrias Bachoco NICE Systems Sampo Tiscali AMP Chr. Hansen Holding Enerplus Resources Fund Industrias Peñoles Nidec Corporation Sandvik TNT AMSLegal Homecare To p Chromos Molecular Systems Enersis Infinity Bio-Energy NIKE Sanpaolo IMI TOM Group AmSouth Ranking Chunghwa Telecom Co. ENI Infosys Technologies Ninetowns Internet Technology Santander TOTAL
IndependentAward PositiveAMVESCAPSolid Practice CIE ENSCO International Insight Group Company São Paulo Alpargatas TOTVS Anadolu EfesCall Public Cisco Systems Entel Intel Corporation Nobel Biocare Holding SAP TPI Triunfo 2009Anglo AmericanGreat plc StaffCKE Restaurants EPCOS Internet Initiative Norsk Hydro Sappi Tractebel Energia Solid Public Improvement
Anritsu CorporationIRGR Capital Clariant International ERG Interoil Northam Platinum Sare Holding Transportes Azkar Effort
Practice Analysts worldAnthemParticipant CLP Holdings Ericsson Intrawest Novabase Sasol Turk Economy Bank
Solid Ranking 2009
Entirety Leader Disclose Award Apple Experts CNinsure Erste Bank Investec Novartis Satellite Newspapers Turk Telekomunikasyon Legal
Capital Evaluate Effort Free Best
Aracruz Celulose Magazine CNOOC Limited Esprinet INVESTools Novo Nordisk Satipel Industrial Turkcell Iletisim Hizmetleri ARCOpinion Energy Trust Unique Coca-Cola Amatil Esprit Holdings Irish Continental Group Novozymes Satyam Computer Services TV Azteca Financial ARCReport Wireless Positive Criteria Coca-Cola Femsa Estácio Participações IRSA O2 Saurer Tyco International
IRGR SolidCapital Results ARCADISRelation Independent Coca-Cola Company Eternit ISS Océ SCA - Svenska Cellulosa Tyler Technologies
Staff Experts Opinion Names Publicity
Legal Arcelor Relation Cognos Ethan Allen Itaúsa - Investimentos Itaú Office Depot Schwarz Pharma Tyson Foods Participating Practice World Great Ashland Coles Myer Euro Disney Itautec-Philco OHL Brasil SCM Microsystems UBS
Recognition Report
Unique Report Great Analysis High Leader ASML 09 Colgate-Palmolive EVN J. Sainsbury Oi Scottish Re Ultra Petroleum System Base Solid Assore Coloplast Evotec OAI Jabil OJSC Rostelecom SCP Pool Ultrapar Research Markets Top 09 Winners Leader Assurant Success Comcast Exxaro Resources James Hardie Industries Omron SeaChange International Unibanco Entirety Legal World Effort
System Names ASUR Comdirect Bank EZTEC Empreendimentos e Japan Airlines OMV SEB Unicredito Italiano Programs Staff Positive Base RelationAsustek Computer Call Companhia Brasileira de Participações JazzTel Optical Communication Secunet Security Networks Unified Energy System of Russia
Extensive GlobalIRGR Winners Highlight
Companies Feedback Communications FreeAT&S Austria Technologie und Distribuição Far Eastern Textile JBS Orascom Construction Industries Semiconductor Manufacturing Unilever Individual Free Leader Systemtechnik Companhia Força e Luz Federal Realty JDSU Orgachim International Unipar Financial
2009 Recognize Atlas Copco Cataguazes-Leopoldina FedEx Jerónimo Martins ORIX Serena Software Unipol Assicurazioni Results Understand Practice Australia and New Zealand Banking Companhia Paranaense de FEMSA JHSF Participações Ossur Set Point Technology Unisys Base Investors Capital Knownledge Suggestions Group Energia - Copel First Financial Holding Johnson & Johnson OTE Shin Kong Financial Holding Unocal IRGR Transparency Publicity Autodesk Compañia Anónima Nacional Flamel Julius Baer Holding Pacific Basin Shinsei Bank Unum Group CallAutoroutes du Sud de la France Teléfonos de Venezuela (CANTV) Fleetwood K+S Aktiengesellschaft PacifiCare Shun Tak Holdings UPM-Kymmene Global Experts Individual Criteria the Programs Avaya Inc. Compañia Cervecerías Unidas Flowserve KarenSoft Technology Berhad Pampa Energia SI International Uralsvyazinform Around world Free Unique Top Results Aventis Compañia de Minas Buenaventura Fording Canadian Coal Trust KB Home Partner Communications Siemens URS Public Community Ranking Avery Dennison Company Forest Oil Keane PCCW Singapore Airport Terminal Usiminas Capital SupportAvgoldTop Computer Associates Fortum Kellogg PDG Realty Services Valora Holding Names AvivaBase Computer Systems Advisers France Telecom Keppel Land Peabody Energy Singapore Food Industries Vasogen Evaluate Markets Avmin Concha y Toro Freddie Mac Kesko Pearl Asian Mining Industries Sinopec VCP - Votorantim Celulose e Papel
Research Public Top Professionals Axcan Pharma Consorcio ARA Fresenius Medical Care Kimberly-Clark PEMEX Sirenza Microdevices Venfin Effort Practice World Practice 2009 Banca Fideuram Controladora Comercial Mexicana FuelCell Energy Kingfisher Pengrowth SLC Agrícola Veolia Environnement Magazine Positive Banco ABC Converium Gafisa Kirby Corp Pengrowth Energy Trust Slough Estates Verizon Participant Recognize Knownledge Banco BPI Conzzeta Holding Galp Energia, SGPS Klabin Perdigão SMIC Vimpel Investors Banco Bradesco Coelce Gateway Kookmin Bank Pericom Semiconductor Smithfield Foods Visma System Entirety Banco do Brasil Corporacion GEO Gazprom Neft Kos Pharmaceuticals Petro-Canada Software Vitro Capital Programs Success Banco Espírito Santo Corporacion Mapfre Geberit Kotak Mahindra Bank Petroflex Sonae Vivendi Universal
Support Markets Top Banco Itaú Holding Financeira Corporativo Fragua Genentech KT Corporation Petrobras Sonoco Vivo Participações Public Capital Banco Nossa Caxia COSCO General Electric Company Kuoni Travel Holding Petróleos Mexicanos - Pemex Sony Volkswagen Entirety Award Banco Santander Cosipa Genzyme Kyphon PetSmart Southern Telecommunications W.W. Grainger World Call Leader Bancolombia COSMOTE Mobile Georg Fischer Lam Research Pfeiffer Vacuum Technology Company Wachovia Bank Austria Creditanstalt Telecommunications Gerdau LAN Airlines Pharmacy chain SpareBank Walgreen Ceremonies IRGR High Bank of Montreal CPFL Energia GfK Landsbanki Philippine Long Distance Southwestern Energy Company Wal-Mart de Mexico Call Disclose 2009 Benchmarking Bank One Craftmade Glenayre Technologies. Lavipharm Telephone SportsLine Wärtsilä Corporation Unique World Experts Barloworld Credicorp Global Payments Lear Photronics Sprint WCI Communities Perfomance Opinion Benchmarking Barrick Gold Credit Suisse Group Global Sources Leggett & Platt Pinnacle West Capital SQM Wendy’s / Arby’s Criteria IRGR Base High OpinionBASF Cree GOL Linhas Aéreas Inteligentes Leica Geosystems Pioneer Standard Chartered Bank Westmoreland Solid ReportBayer Copel Gold Fields Level 3 Communications PKN Orlen Statkraft White Electronic Designs Staff Global AnalystsBBVA CSN - Companhia Siderúrgica GPC Biotech Liberty Group Plains All American Statoil Hydro Wienerberger LegalBCEExtensive Top Nacional Grainger Life Time Fitness Plantronics STmicroelectronics Williams Beckman Coulter CST Grasim Industries Lilly Plascar Stora Enso Wilson Greatbatch Technologies
Partnership Experts Free Unique
Base SuggestionsBell Equipment CTC Gruma Limited Brands Pliva SulAmerica Wind River Systems
Call System Opinion Bematech Solid High CVS Pharmacy Grupo Aeroportuario del Sureste Localiza Plug Power Sulzer Wipro Results Call
Best Financial Capital Benetton2009 Group Companies CyberLink Corp Grupo Bimbo Lojas Americanas Polaris Software Laboratories Sun Hung Kai Properties Xansa Best Buy Cyrela Brazil Realty Grupo Cementos de Chihuahua Lucent Technologies Portugal Telecom SureWest Communications Xerox Magazine Improvement Highlight BG Group Winners Award DAB Bank Grupo Elektra Lukoil Posco Suzano Papel e Celulose Xinao Gas
PositiveBHP BillitonBest Daimler Grupo Embotelladoras Unidas Lundbeck Positivo Informática Suzano Petroquímica Xinhua Finance IndependentBiogenTop Daiwa Securities Group Grupo Ferrovial Lupatech Potash Corp. Swedish Match Yahoo! Relation Global IRGR BiovailSuccess CorporationRanking Free Danisco Grupo Financiero Galicia Luxottica Group Powerchip Semiconductor Swift Energy Yara International Benchmarking ParticipantBlockbuster Award Danske Bank Grupo IMSA M. Dias Branco Procter & Gamble Swiss Reinsurance Yau Lee Holdings PublicityBlueScopeDisclose Steel Datang Power Grupo Iusacell Maconomy Profarma SwissLife Yuanta Core Pacific Securities EntiretyBMWLeader Group Call Datasul Grupo Mexicano de Desarrollo MacroPore Biosurgery Prudential Sylvan Yum! Brands BNP Paribas Dell Grupo Radio Centro Madeco PSI Symantec ZEVEX International Bombardier Desc Grupo Santander Makhteshim-Agan Industries PT Antam Syngenta Zimmer Holdings Report Positive BOUYGUES Descartes Systems Gruppo Campari Manulife Financial PT Excelcomindo Pratama Synthes Zurich Financial Services BradesparStaff Names Deutsche Bank Gruppo San Paolo Ceremonies Base Free Criteria Practice
RelationFinancial
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54 MZ Bulletin’09