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What’s hot & What’s Not: Findings From the 2009 ir global rankings

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The Most Comprehensive Global Review for Investor Relations and Corporate Governance

MZ Bulletin

4 MZ Bulletin’09

We have the right strategies and tools for companies to succeed in capital markets and to create shareholder value

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New York: +1 (212) 813-2975São Paulo: +55 (11) 3529-3706 www.mz-ir.com

FINANCIALSERVICES

TECHNOLOGYAND DATA BASE

INVESTOR RELATIONS

INTEGRATEDCORPORATE

COMMUNICATIONS

201012th Annual Edition

Registration starts in

For further information, visit our website:www.irglobalrankings.com

September, 2009

Senior Associate at Mattos Filho,Veiga Filho, Marrey Jr. e Quiroga . Mrs. Landy has a large experience in capital markets area. Her practice includes corporate restructuring and reorganization projects, equity

and debt securities emissions pursuant to Brazilian Securities and Exchange Commission (CVM) registration, as well as assistance to clients on corporate routines and compliance with regulations issued by CVM and Bovespa. She was graduated from the Catholic University of São Paulo in 1999 and was admitted to the Brazilian Bar Association in the following year. In 2004, she obtained her MBA in Business Law from Fundação Getúlio Vargas and in 2006, the specialization in Capital Markets from the same university

MZ'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 of 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:

Technical Evaluation andIndependent Review

Partner, Arnold & Porter LLP. Gregory Harrington is a partner in the firm’s corporate and securities practice group. He has extensive experience in major international financial transactions in Latin America, particularly in the area of capital markets. His practice includes corporate and project

finance, including equity and debt securities sold pursuant to SEC registration, Rule 144A or Regulation S; and listings on the New York, London, Luxembourg, and Irish Stock Exchanges; Securities Act, Securities Exchange Act and Investment Company Act compliance; and advising sponsors and lenders in connection with project finance transactions. Mr. Harrington is a graduate of the University of Chicago Law School and The George Washington University.

Director at KPMG in Brazil. Director at KPMG in Brazil. He is responsible for the Audit Risk Management and Ethics & Independence departments. He assumed both departments in 2004, after 17 years of experience in audit. His key areas of experience include audit (financial market and listed companies), market programs, risk management and

ethics and compliance programs. He has a degree in Accounting from University of São Paulo (FEA - USP) (1994). Additionally, he is a Certified Accountant of the Federal Accounting Council (CFC), the Brazilian Securities and Exchange Commission (CVM) and the Superintendence of Private Insurance (SUSEP). He was an MBA Internal Audit instructor at FIPECAFI.

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Partner, Demarest e Almeida. Mr. Giantomassiobtained a law degree from the University of

São Paulo in 2002 and was admitted to the Bar Association (São Paulo chapter) the following year. In 2007, he obtained his master’s degree in economic law from the same university. He is a member of the technical commission at the Brazilian Investor Relations Institute (IBRI). At Demarest e Almeida, his practice areas are capital markets and M&As.

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i Partner, Barbosa, Müssnich & Aragão. Mr. Cukier is a partner at the firm‘s corporate and commercial practice department. He has extensive experience in

mergers and acquisitions transactions in Brazil and his practice includes corporate restructuring and reorganization projects, as well as assistance to clients on compliance with regulations issued by Brazilian Securities and Exchange Commission (CVM). Mr. Cukier graduated from the Catholic University of Rio de Janeiro and is admitted to the Brazilian Bar Association (OAB).a

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MZ Bulletin’09 5

It 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

place 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!

Summary of the 2009 Edition

IR Global Rankings

Global Coordinator:

Supporting Entities:

Dear readers,

Rodolfo ZabiskyCEO - MZ

6 MZ Bulletin’09

Table of Contents

15Winners by Industry

37Investor Relations

13IRGR Feedback

24Corporate Websites: Best Practices for Website Disclosure

18IRGR Global Ceremonies

43Highlights from Asia

9IR Global Rankings: Top 30

16Winners by Region

40Relevant Developments in Governance Rules - A year of Changes

14Finding from the 2009 IR Global Rankings

34Financial Crisis Securities Markets and Investor Relations

222009 IR Global RankingsBenchmark Study

44Case Study: ALL

45Case Study: Endesa Chile

46Case Study: FedEx

49Case Study: Fresenius Medical Care

50IR Global Rankings Participant List

CONTENTMZ New York LLC

1001 Avenue of the AmericasNew York, NY 10018

Phone: (212) 813-2975www.mz-ir.com

GRAPHIC PRODUCTIONMZ Design

INFORMATION FOR READERSFor circulation inquiries, address changes and

request for copies, please call (212) 813-2975 or e-mail

[email protected]

For subscription inquiries, send an email to [email protected]

MZ Bulletin is a publication of MZ. The total or partial reproduction of content is prohibited without prior authorization of

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.

MZ Bulletin’09 7

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.

IR Global RankingsInvestor 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

TOP30

MZ Bulletin’09 9

Online Annual Report


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

TOP30

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


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


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


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


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



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


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


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

Feedback 2009IRGRThe first award system that

is based on facts and not emotions. The method is more professional than most others, as the other awards are based on opinions of the investors and analysts while this award is based on research about the performance of the company. Gerbrand NijmanAegon

We are looking forward to the IRGR every year because their feedback is always appreciated. I hope MZ Consult keeps on doing so. Andrea WentscherBASF

Having checked our online investor communication against the benchmark and a large list of companies worldwide in a transparent and diligent way is helpful to us. The IRGR feedback report gives us always some inspiration for further improvements. Judith NestmannBayer

IRGR provides a great guideline for IR to study; it’s very helpful to have a well organized professional to lead us. May HsuAlltop Technology

A really useful magazine which helps to stay informed of the current trends in the Investor relations sphere. Vladimir AlenichevIC RUSS-INVEST

It is always great to be recognized by independent evaluations against our peers to be able to know what we do exemplary and where we have areas of opportunity to do better. Ken CooperLife Time Fitness

The IRGR ranking process is based on an extensive evaluation of various factors relevant for each ranking category in addition to a separate popularity award. With this, IRGR distinguishes itself from the pure popularity based rankings. Alger SteenhuisRoyal Dutch Shell

IR Global Rankings is an excellent opportunity to benchmark how our IR practices are perceived compared to the practices of other leading companies around the world.Stefan SolbergRusHydro

Sulzer

We appreciate the feedback report in order to identify any further improvement potential.Philippe Dewitz

Very informative.Mara Boaventura Dias VCP - Votorantim Celulose e Papel

I love it.Robert V. Rosenthal SAPPI

MZ Bulletin’09 13

IR Websites

Online Annual Reports


Findings from the 2009 IR Global Rankings

What isWhat is

NOTHOTWhat is HOTEasy-to-follow home structures with all sections visualized from the homepage;Proactive transparency such as disclosing more than what is mandatory;Translated transcripts (at least two different languages);Complete and well structured content;Interactive and easy-to-use menu bars, with key content seen without clicking.

What is HOTProvide a specific section of strategy and competitive advantages;Having all content on HTML format;Use of creativity and technical resources;Use of related links and having good navigability.

What is HOTManagement & Discussion Analysis for quarterly results;Detailed financial guidance, with limited range intervals. Providing guidance for operating volumes is also a good initiative;Indicating industry risk factors;Providing statistics (financial and non-financial) that are easy to find.

What is NOTNot having a link to the IR home page on the institutional homepage of the company;Industry comments that are more specific to the company rather to the industry itself;Outdated information;Not having contact information for the IR team;Poorly structured menus in which users need to browse in more than two sections in order to find what they are looking for.

What is NOTPDF versions that are completely different from the online report;Having a “single-flow” document without separating topics per section (i.e. users can only advance through “next page” options;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 NOTIncomplete debt disclosures (without information such as maturities, average contractual terms, etc.);Not providing a cash flow statement;Not providing a simple revenue breakdown;Lack of information on capital expenditures.

14 MZ Bulletin’09

Winners by IndustryBest IR WebsiteBASFBest Disclosure ProcedureVCP Best Corporate GovernanceNorsk HydroBest OARAkzoNobel

Basic Materials

Best IR WebsiteALLBest Disclosure ProcedureFedEx CorporationBest Corporate GovernanceBayerBest OARRoyal Philips Electronics

Industrials

Best IR WebsiteadidasBest Disclosure ProcedureadidasBest Corporate GovernancePerdigãoBest OARadidas

Consumer Goods

Best IR WebsiteTalisman EnergyBest Disclosure ProcedureSouthwestern EnergyBest Corporate GovernanceNexenBest OARRoyal Dutch Shell

Oil & Gas

Best IR WebsiteTAMBest Disclosure ProcedureGolBest Corporate GovernanceGol Best OARGol

Consumer Services

Best IR WebsiteMicrosoftBest Disclosure ProcedurePositivo InformáticaBest Corporate GovernanceTotvsBest OARIntel Corporation

Technology

Best IR WebsiteBank of MontrealBest Disclosure ProcedureDanske BankBest Corporate GovernanceRoyal Bank of CanadaBest OARAegon

Financials

Best IR WebsiteNet ServiçosBest Disclosure ProcedureTelkomBest Corporate GovernanceTelekom AustriaBest OARTelecom Italia

Telecommunications

Best IR WebsiteFresenius Medical CareBest Disclosure ProcedureFresenius Medical CareBest Corporate GovernanceNovartisBest OARFresenius Medical Care

Health Care

Best IR WebsiteRWEBest Disclosure ProcedureStatkraftBest Corporate GovernanceEndesa ChileBest OARRWE

Utilities

MZ Bulletin’09 15

EuropeLatinAmerica

NorthAmerica

Winners by Region

Top 5 IR Websites

General Electric Company 80.3

Microsoft 80.3

Talisman Energy 79.5

Bank of Montreal 78.3

Cameco 73.5

Top 5 Financial Disclosure Procedures

Fedex Corporation 89.0

Southwestern Energy 88.0

Nexen 84.0

Bank of Montreal 82.0

Talisman Energy 82.0

Top 5 Corporate Governance

Nexen 87.0

Royal Bank of Canada 79.0

Microsoft 76.0

PotashCorp 75.0

Unum Group 74.0

Best Online Annual Report (OAR)

PotashCorp 62.5

Best Financial Program by Popular Choice

E*Trade Financial

Top 5 IR Websites

ALL 86.0

TAM 80.0

Homex 79.8

Braskem 79.0

Petrobras 78.5


Gol 85.0

Banco Bradesco 83.0

TAM 83.0

VCP 82.0

ALL 79.5


Eternit 84.0

Totvs 80.5

Perdigão 77.0

Embraer 76.5

Masisa 75.5


Eternit 69.5


Banco Nossa Caixa

Top 5 IR Websites

BASF 84.0

Bayer 80.8

RWE 79.0

adidas 78.8

Danske Bank 78.0


Galp Energia 86.5

Danske Bank 84.0

Telecom Italia 83.0

RepsolYPF 81.5

Statkraft 81.0


Bayer 90.0

Royal Philips Electronics 87.5

Sulzer 86.5

Royal Dutch Shell 85.5

Telekom Austria 84.0


Royal Philips Electronics 79.3


BASF

Asia & Pacific

Greater ChinaAfrica

Winners by Region

Top 5 IR Websites

Wipro 65.5

China Telecom 63.0

Infosys Technologies 63.0

Shinsei Bank 60.8

Global Sources 60.3


AMP 77.0

Pacific Basin 76.0

Philippine Long Distance Telephone Co.

75.0

China Railway Group 74.5

PT Excelcomindo Pratama 72.5


Kotak Mahindra Bank 76.8

Pacific Basin 76.3

HTC Corporation 72.0

Hysan 72.0

China Telecom 71.0


Infosys Technologies 43.5


China Railway Group

Top 5 IR Websites

China Telecom 63.0

Global Sources 60.3

HTC 51.5

Pacific Basin Shipping 50.5

Shin Kong Financial 49.8



China Railway Group 74.5

Chunghwa Telecom 68.5

Cosco International 61.0

Natural Beauty 61.0



HTC 72.0

Hysan Development Company 72.0

China Telecom 71.0

Global Sources 71.0


China Telecom 39.0


China Railway Group

Top 5 IR Websites

Telkom 64.2

SAPPI 47.0

Orascom Telecom 41.0

Best Ranked Financial Disclosure Procedures

Telkom 84.5


SAPPI 72.0

Best Ranked Corporate Governance

Telkom 70.5



SAPPI 63.5

IRGR Global Ceremonies March, 2009

New York Ceremony

Speakers of the IR Voice Forum in TaipeiJudith Nestmann (Bayer) andAndrea Wentscher (BASF)

18 MZ Bulletin’09

Awarded participants at the São Paulo Ceremony Colgate-Palmolive Team

Awarded participants at the Frankfurt Ceremony

Rodolfo Zabisky at the Taipei Ceremony Awarded participants at the Frankfurt Ceremony

São Paulo 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

Rodolfo Zabisky at the New York Ceremony

Luar Huber (MZ) and Rodrigo Campos (ALL)

Soraya Freitas (Banco Nossa Caixa) and Caroline Bercht (MZ)

Awarded participants at the Taiwan Ceremony

Awarded participants at the Frankfurt CeremonyNew York Ceremony

MZ Bulletin’09 21

ALL – América Latina Logística (Latin America)

BASF (Europe)

General Electric (North America)

Bayer (Europe)

Microsoft (North America)

Brief DescriptionThe 2009 Benchmark Study of IR Global 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 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 most complete and transparent disclosure.

What are the top key criteria?How complete and useful is the contentHow well organized is the information presented How are technological resources explored How user-friendly, practical and intuitive is the websiteHow frequently is information updated

Categories Analyzed:ContentDesign and NavigabilityTechnology & Data HandlingInteractivityTimeliness

What are the recent trends in the Investor Relations universe?

Best practices for Investor Relation Website and Financial Disclosure!

Who are the leading companies in Investor Relations practices globally?

4º

3º

5º

2º

IR Global Rankings2009

BenchmarkStudy

IR Websites

1º

InvestmentThe complete study is available for US$ 1.600, taxes included. To purchase the study, please visit www.irglobalrankings.com

22 MZ Bulletin’09

Royal Philips Electronics (Europe)

Fedex Corporation (North America)

What are the top key criteria?How complete and useful is the contentHow are navigation tools used to facilitate searchingWhat practical resources are used for downloadingHow the company presents sustainabilityHow user-friendly, practical and intuitive is the document

What are the top key criteria?How complete is the information for a proper financial analysisHow detailed are the financial projectionsHow efficiently are filings distributed to all marketsHow well structured are the contents of the financial documentsHow easily are the financial documents and presentations found

Categories Analyzed:ContentDesign and NavigabilityInteractivityTechnology and Data Handling

Categories Analyzed:Operating InformationIncome StatementBalance SheetCash FlowGuidanceConference CallDistribution/Dissemination

RWE (Europe)

Southwestern Energy (North America)

2º

2º

4º

4º

adidas (Europe)

Gol Linhas Aéreas Inteligentes (Latin America)

Fresenius Medical Care (Europe)

Galp Energia (Europe)

3º

3º

Akzo Nobel (Europe)

Telkom (Africa)

5º

5º



1º

1º

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

Corporate Websites: Best Practices For Website Disclosure

Corporate websites are perhaps the most effective disclosure tool for a company’s investor relations team. The team can

manage the company’s message, in multiple formats and languages, and update relevant disclosure quickly and inexpensively. Increasingly, regulators and stock exchanges are also concluding that corporate websites can be an effective means of required disclosure for material events, including in lieu of the more traditional means of press releases to the major wire services.

At the same time, reasonable concerns still exist about whether posting to a website should be permitted as the sole means of providing timely

disclosure. In light of the passive and decentralized nature of individual corporate websites, the question is: “How will investors know to look there?” Finally, regulators continue to be mindful of the risk of misleading information posted to corporate websites. While this problem is far from unique to websites, both the long-term storage capabilities and the increasingly interactive nature of websites lead to certain distinct disclosure concerns and considerations.

Since the Internet first caught the attention of the U.S. Securities and Exchange Commission (the SEC) over a decade ago, the SEC has sought to keep pace with its development, recognizing both the

by Gregory Harrington and Laura BadianArnold & Porter LLP1

1 This article was prepared in May 2009 and is intended to be a general

summary of the law. It does not constitute legal

advice. You should consult with competent counsel to determine applicable legal requirements in a specific fact situation.

The authors wish to thank Benjamin Danner for his assistance in the

preparation of this article.

24 MZ Bulletin’09

benefits and risks associated with the ease and accessibility of investor access. On August 1, 2008, the SEC issued its most recent interpretive release about the Internet, providing guidance to companies regarding the application of the federal securities laws to information posted on company websites. In the interpretive release, the SEC states: “we have reached a point where the availability of information in electronic form - whether on EDGAR or a company website- is the superior method of providing company information to most investors, as compared to other methods.” The release also provides useful guidance regarding steps that companies can take to reduce their liability for information posted on websites under the antifraud provisions of the federal securities laws.2

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 on its behalf) discloses material nonpublic information to certain persons (such as securities market professionals or the company’s securityholders), the company must make that information “public”, to ensure a level playing field for all investors. For an intentional disclosure, the timing must be 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

2 See Release No. 34-58288 (August 1, 2008), Commission Guidance on the Use of Company Websites, available at http://www.sec.gov/rules/interp/2008/34-58288.pdf

The New York Stock Exchange

has subsequently amended its own policy

with respect to the immediate release of

material information... This can result in

significant cost savings

MZ Bulletin’09 25

FD compliant disclosure means to release material information. Foreign companies that are also SEC reporting companies or which sell securities in the United States must also be mindful that they remain subject to liability for conduct (including misleading disclosure or manipulative practices) that violates the antifraud provisions of the U.S. federal securities laws.

Regulation FD Guidance The SEC’s interpretive release does not provide “bright-line” rules regarding under what circumstances a U.S. reporting company can rely on website disclosure to satisfy Reg FD reporting obligations. Rather, the SEC’s principles-based guidance puts the burden on a company to determine if information posted on its website will be considered “public” for Reg FD purposes based on the company’s own evaluation of a non-exclusive list of suggested criteria.

The SEC’s principles-based guidance covers the following areas, which are summarized below:

when information posted on a company »website will be considered “public” for Reg FD purposes; liability for information on company »websites, including previously posted information, hyperlinks to third-party information or websites, summary information and interactive websites; the types of controls and procedures advisable »with respect to such information; and the format of information presented on »company websites.

When a company intentionally discloses material information, it must do so publicly and not selectively. Reg FD requires that once a selective disclosure has been made, the company must file or furnish a Form 8-K with the SEC or use an alternative method or methods of disclosure that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public. The disclosure must be made simultaneously, in the case of an intentional disclosure, or promptly, in the case of an unintentional disclosure.

Whether information disclosed on a company website would constitute “public” disclosure is

one of the main interpretive questions affected by the SEC’s new interpretive release. First, if the information is already on the website, would it already be “public”, and therefore by definition could not be “selectively disclosed”? And second, if non-public information was disclosed, would its disclosure on the website be sufficient to constitute “broad, non-exclusionary distribution of the information”?

When the SEC issued Reg FD in 2000, the adopting release stated that as a general matter acceptable methods of public disclosure for Reg FD purposes would include the following means:

press releases distributed through a widely »circulated news or wire service, orannouncements made through press conferences »or conference calls that interested members of the public may attend or listen to either in person, by telephonic transmission, or by other electronic transmission (including use of the Internet).

The Reg FD release also provided that the public must be given adequate notice of the conference or call and the means for accessing it. Reg FD does not require use of a particular method, or establish a “one size fits all” standard for disclosure; rather, it leaves the decision to the issuer to choose methods that are reasonably calculated to make effective, broad, and non-exclusionary public disclosure, given the particular circumstances of that issuer3. Therefore, if information on a company website would be deemed to be “public,” then any subsequent disclosure of the information, such as to a securities analyst or institutional investor, would not be considered “selective” and therefore not trigger Reg FD.

At the time of Reg FD’s adoption in 2000, the SEC stopped short of concluding that disclosure on a company website would of itself be an acceptable method of “public disclosure” of material non-public information for purposes of Reg FD. However, the SEC now believes that technology has evolved and the use of the Internet has sufficiently increased so that, “for some companies in certain circumstances, posting of the information on the company’s website, in and of itself, may be a sufficient method of public disclosure” under Reg FD. However, the SEC did not establish bright line rules to help in making that determination. The SEC


3 See “Final Rule: Selective Disclosure and Insider Trading,”

Release No. 34-43154(Aug. 15, 2000).

4 The SEC states, “we now believe that

technology has evolved and the use of the

Internet has grown such that, for some

companies in certain circumstances, posting

of the information on the company

5 However, the SEC emphasized that while Reg FD gives an issuer considerable flexibility

in choosing appropriate methods of public

disclosure, it also places a responsibility on

the issuer to choose methods that are, in fact, “reasonably designed” to

effect a broad and non-exclusionary distribution

of information to the public. See Release

No.34-43154(Aug. 15, 2000).

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

website, including using other channels of distribution of information; and the nature and complexity of the information. »

At the time the SEC adopted the new interpretive release, many companies listed on the New York Stock Exchange or Nasdaq did little or nothing in response because the rules of these exchanges limited the ability of listed companies to rely solely on posting information on a company website to meet disclosure obligations. While the submission of a Form 8-K would satisfy SEC requirements for Reg FD, under the rules of the NYSE listed issuers were still required to issue a press release through major wire services under the NYSE’s immediate release policy.

Under this NYSE policy, set out in Sections 202.05 and 202.06 of the NYSE Listed Company Manual and in the NYSE’s standard form listing agreement,8 listed companies are required to release quickly to the public by the fastest available means any news or information that might reasonably be expected to materially affect the market for their securities. To insure adequate coverage, the Listed Company Manual has stated that releases requiring immediate publicity should be made by press release to major wire services Dow Jones & Company, Inc., Reuters Economic Services and Bloomberg Business News. Annual and quarterly earnings, dividend announcements, mergers, acquisitions, tender offers, stock splits, major management changes, and any substantive items of unusual or non-recurrent nature are examples of news items that should be handled on an immediate release basis.

However, the NYSE recently modified its rules in light of the SEC’s interpretive guidance. On April 8, 2009, New York Stock Exchange LLC filed with the SEC a proposed rule change to amend its immediate release policy to allow NYSE-listed companies to comply with the policy by disseminating the information by any Reg FD compliant method or combination of methods, no longer requiring press releases through major wire services.9 The proposed amendments became effective immediately upon release, on April 8, 2009. (Although the

information specifically addressed to investors, whether information is prominently disclosed on the website in the location known and routinely used for such disclosures, and whether the information is presented in a format readily accessible to the general public; the extent to which information posted on »the website is regularly picked up by the market and “readily available media,” and reported in, such media or the extent to which the company has advised newswires or the media about such information and the size and market following of the company involved;6

the steps the company has taken to make »its website and the information accessible, including the use of “push” technology,” such as RSS feeds, or releases through other distribution channels either to widely distribute such information or advise the market of its availability;7

whether the company keeps it website »current and accurate; whether the company uses other methods in »addition to website posting to disseminate information and whether and to what extent those other methods are the predominant methods the company uses to disseminate information; and the nature of the information. »

With respect to the third element of the analysis, the SEC advised that what constitutes a reasonable waiting period for investors and the market to react to the information depends on the circumstances of the dissemination, including:

the size and market following of the company; »the extent to which investor-oriented information »on the website is regularly accessed;the steps the company has taken to make »investors and the market aware that it uses its website as a key source of important information about the company, including the location of the posted information;whether the company has taken steps to »actively disseminate the information or the availability of the information on the

7 Push technology describes a type of Internet-based

communication where the request for transmission of

information originates with the publisher or central server. It differs from pull technology,

where the request for the transmission of information

originates with the receiver or client. The SEC states that it does not believe that push technology

must be used in order for the information to be disseminated,

although that may be one factor to consider in evaluating the

accessibility to the information. See Release No. 34-58288, supra n. 1 at p. 21. Although

most companies do not currently use RSS feeds to push out

information to interested persons, current practice may change as a

result of the SEC’s guidance.

8 A copy of the standard form NYSE listing agreement

can be found at http://www.nyse.com/about/

listed/1111491853070.html.

9 See Exchange Act Release No. 34-59823, SR-NYSE-

200940, available at http://www.sec.gov/rules/sro/

nyse/2009/34-59823.pdf.


6 In evaluating accessibility to posted information, companies that are widely followed by the

market and the media may know that the market and the media

will pick up and further distribute the disclosures they make

on their websites. However, companies with less of a market

following, including many companies with smaller market

capitalizations, may need to take additional affirmative steps so

that investors and others know that information is or has been

posted on the company’s website and that they should look at the

company website for current information about the company.

28 MZ Bulletin’09

SEC has the authority to summarily abrogate the rule change within 60 days, this is unlikely given that the changes bring the NYSE rules into conformity with the new SEC guidance.)

The NYSE’s rule changes also apply to listed foreign issuers. Even though foreign companies are generally exempt from Reg FD, and thus the SEC’s recent guidance release as it pertained to Reg FD was generally of little interest to them, NYSE-listed foreign issuers can significantly benefit from the loosening of the NYSE’s immediate release policy. Once a foreign issuer is comfortable that its website would otherwise be Reg FD compliant (in other words, it is a “recognized channel of distribution” and the information on the site is “posted and accessible,” and therefore “disseminated”), it would no longer be required to issue its press releases through major wire services (which charge fees for the dissemination of press 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 whether their websites may involve issues under the Securities Act of 1933 (Securities Act) in addition to the Securities Exchange Act of 1934 (Exchange Act). For example, a company in registration must consider the application of Section 5 of the Securities Act to all public communications, including information on its website. Also, companies undertaking offerings in the United States under Rule 144A or outside the U.S. under Regulation S must consider whether such information would be deemed a “general solicitation” or “directed selling efforts”. This is an important consideration for any company engaged in offering or selling securities, including companies engaged in continuous offerings.

Practical considerations, such as the extent to which a company’s Internet infrastructure can accommodate spikes in traffic volume that may accompany a major company development, would also need to be considered before a company attempts to use only website disclosure to meet its Reg FD obligations.

10 Regardless of the method of disclosure used, Nasdaq-listed companies are required

to notify the Nasdaq MarketWatch Department of the release of material

information that involves certain specified events prior to its release to the public.

Nasdaq recommends that issuers provide such notification at least ten minutes before

such release. When a company chooses to utilize a Reg FD compliant method for

disclosure other than a press release or Form 8-K, the company will be required to provide

prior notice to the MarketWatch Department of: (1) the press release announcing the

logistics of the future disclosure event; and (2) a descriptive summary of the material information to be announced during the

disclosure event if the press release does not contain such a summary. See IM-

5250-1 and Rule 5250(b)(1) of The Nasdaq OMX Stock Market Rules.

11 See IM-5250-1 of The Nasdaq OMX Stock Market Rules.

The SEC’s guidance may begin a movement toward

the use of company websites as recognized

channels to disseminate material information

on a widespread basis, even if companies

initially continue to rely on traditional disclosure

methods for disclosing material events.

MZ Bulletin’09 29

Liability concernsThe 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 of the Exchange Act, a company can be liable for third party information that is hyperlinked to its website if the information can be attributable to the company. Third-party information is attributable to a company under two theories:

Entanglement: » if the company has involved itself in the preparation of the information (the “entanglement theory”) or Adoption: » has explicitly or implicitly endorsed or approved the information (the “adoption theory”).

This risk is particularly acute where the company website provides hyperlinks to the reports of outside analysts or rating agencies, such as if the company selectively chooses which analysts it links to (by providing a hyperlink to the favorable analyst report of Bank A, but not to the unfavorable analyst report of Bank B). The SEC suggests several ways that a company can reduce its exposure to liability for the content of hyperlinked third party information under antifraud provisions,12 including:

explaining the context of the hyperlink, and »making explicit why the hyperlink is being provided in order to avoid the inference that the company is commenting on or approving its accuracy. 13 the company should use exit notices or »intermediate screens to denote that the hyperlink is to third party information, although this will not necessarily absolve companies from antifraud liability; and the company should avoid providing a »hyperlink to information it knows, or is reckless in not knowing, is materially false or misleading. A disclaimer alone is not sufficient to insulate a company from responsibility for information that it makes available to investors, whether through a hyperlink or otherwise.

Summary Information. Use of summaries or overviews to present information, particularly financial information, on company websites can be helpful to investors by highlighting

12 The SEC’s interpretive guidance does not affect the SEC’s interpretations regarding the use of hyperlinks to third-party information in the context of offers and sales of securities under the Securities Act.

13 The SEC’s interpretive guidance states that the degree to which a company makes a selective choice to hyperlink to a specific piece of third-party information likely will indicate the extent to which the company has a positive view or opinion about the information. For example, if a company includes a hyperlink to a news article that highly praises management, it should consider explanatory language about the source and explain why the company is providing the hyperlink in order to avoid the inference that the company is commenting on or even approving its accuracy, or was involved in its preparation. Conversely, if the hyperlinked information is more general or broad-based, the company may consider a more general explanation. For example, if a company has a media page that simply provides hyperlinks to recent news articles, both positive and negative, about the company, the risk that a company may have liability regarding a particular article or that it endorses or approves of each and every news article may be reduced. In this case, a title such as “Recent News Articles” may be the only explanation that a company may determine is needed to avoid being considered to have adopted the materials. See Release No. 34-58288, supra n. 1 at p. 35.

information. However, because such summaries or overviews do not contain the more detailed information from which they are derived or upon which they are based, companies have expressed concerned that inclusion of such information may lead to liability. The SEC’s new guidance suggests that companies consider ways to alert readers as to where more detailed information is located, as well as to other information about a company on the company’s website.

The SEC encourages companies to use the following disclosure techniques to highlight the nature of the summaries and minimize investor confusion, including:

using appropriate titles and providing »additional explanatory language to identify the text as a summary or overview and the location of more detailed information ;placing a summary or overview section »in close proximity to hyperlinks to more detailed information from which it is derived or based; and using layered or tiered formats so the most »important summary or overview information is on the opening page, with embedded links to more detailed information.

Interactive website features. The SEC

acknowledges that companies are increasingly using their websites to communicate with various constituencies, taking advantage of the latest interactive technologies such as blogs and electronic shareholder forums. Because the antifraud provisions of the federal securities laws apply to all communications made by or on behalf of a company, whether such communications appear on the company website or on third party websites, companies should put controls and procedures in place to monitor statements made by or on behalf of the company in blogs and electronic forums.

Employees, acting as representatives of the company, should be aware of their responsibilities in these forums, which they cannot avoid by purporting to speak in their “individual capacities.” However, the SEC states that a company is not responsible

MZ Bulletin’09 31

for the statements that third parties post on a company-sponsored website, nor is a company obligated to respond to or correct misstatements made by third parties. The SEC also states that companies cannot require investors to waive protections under the federal securities laws in order to enter or participate in a blog or shareholder forum.

Disclosure controls and proceduresThe SEC guidance clarifies that generally

information posted on a company website is not necessarily subject to a company’s disclosure controls and procedures certification requirements under Section 302 of the Sarbanes-Oxley Act. However, the SEC states that if a company elects to satisfy certain Exchange Act disclosure obligations by posting that information on its website as an alternative to providing that information in an Exchange Act report (as the SEC permits under certain circumstances), then the disclosure controls and procedures certification requirements would apply to information posted to the company website to the same extent as information included in the company’s Exchange Act reports. On the other hand, the SEC clarified that the disclosure controls and procedures certifications would not apply to other disclosures of information on the company’s website, meaning that in signing the required Section 302 certifications in connection with its periodic reports, the principal executive officer and principal financial officer would not be disclosing their conclusions regarding the effectiveness of any controls that the company may have in place regarding its website disclosure of information, other than those controls with respect to information that is posted as an alternative to being provided in an Exchange Act report.

Formatting of online informationRecognizing that online information is

increasingly interactive and not static, the SEC clarified that information appearing on a company website does not have to satisfy a “printer-friendly” standard unless explicitly required by SEC rules. This means that companies may focus on on-screen readability rather than printability of documents.

ConclusionThe SEC’s interpretive release represents a move in

the right direction, in that it permits certain companies in certain circumstances to satisfy reporting obligations by posting information on their websites. However, the release’s effectiveness is hampered by a lack of bright-line rules regarding under what circumstances a 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 evaluation of a non-exclusive list of suggested criteria, if information posted on its website will be considered “public” for Reg FD purposes.

The SEC’s release was also hampered by NYSE and Nasdaq rules that limited its overall benefit. However, the NYSE’s proposed rule change to amend its immediate release policy to allow NYSE-listed companies to comply with the policy by disseminating the information by any Reg FD compliant method or combination of methods should enhance the usefulness of the SEC release and its likely implementation by NYSE -listed companies.

Few companies are in a position to rely solely on posting information on their websites to meet Reg FD disclosure obligations. Even many companies with comprehensive website-based disclosure may be understandably reluctant to move quickly in this area, given the high level of scrutiny the SEC uses in enforcing Reg FD cases. Therefore, we expect that most companies will “wait and see” how the landscape develops, and otherwise continue their existing Reg FD disclosure practices through the use of press releases and Form 8-K filings.

The SEC’s guidance may begin a movement toward the use of company websites as recognized channels to disseminate material information on a widespread basis, even if companies initially continue to rely on traditional disclosure methods for disclosing material events. Larger cap U.S. companies with significant market following may want to take steps to establish their websites as “recognized channels of distribution,” by maintaining their company website with current and accurate information, making investors and the markets aware that the company will post important information on its website, and establishing a pattern or practice of posting such information on the website. Smaller companies should take steps to improve their website disclosure practices, and monitor whether larger cap U.S. companies are adjusting over time to a web-based disclosure model and are benefiting from its convenience and cost-saving


32 MZ Bulletin’09

For more information, please contact

either Gregory Harrington

(+1 202 942 5082)

([email protected])

or Laura Badian

(+1 202 942 6302)

([email protected])

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 material information.

And all companies should carefully review the SEC’s guidance with respect to avoiding potential federal securities law liability for website disclosure. To reduce these liability risks, companies should examine the guidance regarding how companies may reduce liability with respect to information previously posted on a website, hyperlinked information to third parties, summary information, and interactive website features.

Financial crisis, securities

markets and investor relations

The world witnessed in the last three years a major increase in economic activity in general, and

in the capital markets in particular. During these years, the markets have progressively become more

integrated all over the globe, and, consequently, more dependent on one another.

In Brazil, this internationalization also took place, and the main example is the record of trading

experienced in 2007 by the Brazilian securities market, which is the largest in Latin America.

In the first semester, Brazil received the investment grade rating, providing companies

and the economy in general with attractive investment opportunities. The second semester,

however, was significantly affected by the turmoil in the international financial sector, adversely

impacting the global economy, including in Brazil.Under this scenario, regulation is a key

element to face the turmoil. This article summarizes the latest changes in the regulation

of Brazilian securities markets, which aim at fostering our markets and will contribute to face

the current financial developments.

Improvement of disclosure-related rules

General reportingReporting rules aim at adequately informing the

market of the financial condition and results of operation of a given entity. The crisis showed that the rules were insufficient, either because imposed soft obligations, or no rule existed for a certain transaction or business.

Securities markets are becoming increasingly 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 disclosure document, updated on a regular basis – usually once a year by virtue of the disclosure of annual financial statements or upon a public offering -, which contains the issuer’s business, corporate structure, risk factors and certain financial information. Each time the issuer plans to offer securities, a special document describes the offering and the securities.

Such a system already exists in Brazil, but only for offerings of securities – that is, a shelf document is filed with the CVM and each offering is pursued by an offering note. However, an issuer not enjoying such a shelf program reports its information under a system which provides insufficient or non-updated information.

There two basic benefits under this proposed structure: investors become familiar with the issuer on a regular basis, while issuers may have a quicker access to the capital markets. The investor relations area is also provided with constant and updated information on the issuer’s activities, enabling its focus on the creation of value to investors and narrowing the distance, if any, between management and the securities markets.

Internationalization of accounting rulesThe IFRS (International Financial Reporting

Standards – IFRS) are approved by the IASB

by Thiago Giantomassi of Demarest e Almeida Advogados

34 MZ Bulletin’09

(International Accounting Standards Board) and provide for standardized rules of corporate governance, auditing practices and accounting principles. Adopting the IFRS means not only a change in the accounting practice, but also the reporting principles to the market will be different.

2008 represents the year in which Brazilian local regulators, namely the CVM, elected the conversion to IFRS as one of the main priorities in terms of securities regulation.

IFRS-related rules are being developed in Brazil under a partnership of the CVM and Accounting Rules Board (in Portuguese, Comitê de Pronunciamentos Contábeis, or CPC), an organization formed by the main participants of the securities markets – including associations of publicly-held companies, investors and accounting professionals, together with Brazil’s main stock and derivatives exchange (BM&FBOVESPA).

The CVM and CPC will enact almost 50 rules to implement the IFRS in Brazil, out of which 31 were either approved or published for comments, and 18 are under analysis and preparation of both entities.

The main rules already approved relate to impairment of assets, foreign exchange rates, cash flow statements, intangible assets, related-parties transactions, share-based payments and financial instruments.

Exemption for private placement offerings

As a general rule, any public offering of securities in Brazil requires prior registration with CVM of the issuer and of the offering itself, and intermediation by an institution which is part of the Brazilian securities distribution system.

Until 2008, no general rule waiving registration of a public offering of other Securities, including if issued abroad, was enacted by CVM similar to Rule 144A or Regulation S in the United States. By 2009, our local authorities created an exemption for certain securities issued in Brazil and offered to qualified investors with limited sales effort. Such exemption requires: (a) the offering to (i) aim at no more than 50 qualified investors; (ii) have

no more than 20 subscribing or acquiring qualified investors; (iii) not be pursued with public sales effort; and (iv) all material information to be disclosed to the investors, but there is no specific requirement as to the need of a prospectus; (b) no public offering of the same security to occur within the following four months after the exempted offering; (c) the securities offered to be (i) issued in Brazil; (ii) limited to commercial notes, bills of credit, non-convertible debentures, closed-end shares of investment funds, or certificate of agribusiness and real estate receivables; (iii) traded only among qualified investors and after the ninetieth day after completion of the exempted offering; (d) the issuer to (i) have audited its annual financial statements; (ii) disclose such statements on its website within months after completion of the fiscal year; (iii) disclose material information reports; and (iv) not trade its securities based on material, non-disclosed information.

For the purposes of such exemption, qualified investors are: (i) financial institutions; (ii) insurance companies and capitalization companies; (iii) private welfare opened or closed capital organizations; (iv) individuals or legal entities holding financial investments which exceed R$ 300,000.00 (approximately 100,000.00), and that additionally invest at least R$ 1,000,000.00 in the exempted offering; (v) investment 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 option to access investors, which is essential in an environment of reduced liquidity.

Since the rules above described may change the reported profitability of the company, and thus the way investors analyze the business itself, all areas of the company are required to be fully aware of the main changes and concepts involved, namely the investors relations professional, who is the person responsible for translating to the market the values and upsides of the company as a differentiated option, acting as real specialists in the business and the investment market.

And this role is much more important in an environment of less credit liquidity, under which the companies are required to present themselves are profitable and secure investment options.

1 See http://www.cvm.gov.br/port/audi/ed0708sdm.pdf for additional information.

2 See http://www.iosco.org/library/pubdocs/pdf/IOSCOPD118.pdf for additional information.

MZ Bulletin’09 35

The current bear market offers many challenges and opportunities for IR-Investor Relations Officers and teams worldwide.

From April 2008 to April 2009 most major stock indices fell on average 35%, with some blue chip stocks falling up to 70%. Panic selling of both stocks and corporate bonds forced prices to fall much more than their fair values suggest. The expected decrease in sales or earnings caused by the global economic slowdown could only explain part of the steep drop in prices that pushed valuation multiples to their cheapest level in decades. As an example, the Dow Jones Industrial Average traded in April 2009 at its lowest level in over 20 years for valuation multiples such as Price to Sales and Price to EBITDA.

Between April 2008 and April 2009 equity investors worldwide saw the value of their investments drop near US$ 25 trillion. This drop was so painful that many strategists began to challenge the theory that investments in equities should be part of portfolios with long-term horizon because this asset class would outperform bonds and bills.

In addition to coping with dramatic changes in securities’ valuations, companies must also operate within a regulatory framework that is more restrictive and punitive than in the past. Risk control and management, environmental issues, litigation, corporate governance and limits on executive compensation are some of the new challenges that the IR must now deal with.

Global ir similarities and differencesThe world is made of a variety of cultures and languages.

However, the investment world speaks a common language. Except for some differences on reporting, earnings announcements, earnings estimates, litigation, corporate governance. The breakdown of the world’s market cap may reflect IR practices with North America accounting for 36%, Western Europe 24%, Developed Asia Pacific 22% and the remaining 18% distributed on emerging markets in Asia, Africa, Eastern Europe and Latin America.

Most companies that have ADRs listed in the US report their results quarterly. Moreover, most and large markets like Brazil, India, Russia and Korea report quarterly too. On the other hand, there are many countries that adopt mainly the semi-annual reporting such as the U.K., Switzerland, Hong Kong, South Africa and New Zealand.

Investor Relations North American investors and companies highly value

the quarterly earning announcements, while European, Asian and Latin American players watch the annual results and estimates more closely. North America’s disclosure culture means that all litigation and corporate governance issues are closely watched by investors.

Growth in equity investment worldwideHowever, there is a bright side on these new investment

trends. The surge in global cross-border investment offers IR teams opportunities to look for potential investors worldwide. This global view will help their companies materialize their growth plans by achieving better valuations, expand their stakeholder base and gain access to more sources of capital at a lower cost.

The key drivers behind an increase in equity investment are the growth in many countries of defined contribution pension funds that can invest globally and the very low returns offered by government debt. As of April-2009 many investors are considering a return to risky assets because 2-year government bonds in the US, EU, Japan offer yields of only between 0.5% and 2.0%, their lowest level in decades. Furthermore, credit markets are beginning to stabilize as demonstrated by CDS-credit default swaps and swap spreads returning to levels pre-crisis. Corporate bonds issuance has started again with 2,317 new international bonds worth US$ 1.3 trillion issued in the first quarter of 2009 compared to 2,208 bond issues worth US$ 791 billion in the same period in 2008.

Bloomberg for ir-investor relationsCorporations worldwide use the Bloomberg system for

IR-Investor Relations, corporate strategy, business planning, treasury activities and investment banking. The Bloomberg Professional offers clients in over 100 countries a database with 9.5 million securities, 16,000 analytical functions, 10 years of financial data on approximately 70,000 listed companies in 85 countries and 26,000 fields exportable to Excel. IR teams find it particularly useful and cost-effective to have all their information needs on one single system where they can monitor their stocks and bonds, perform peer comparison and analysis, search for potential investors, communicate with both analysts and investors, track earnings announcements and surprises, be alerted when the ratings of a stock or a new target price are announced.

by Alexandre Barbosaof Bloomberg

MZ Bulletin’09 37

01.Function: rv<go> for vale do rio doceComparison. There are 26,000 fields available and 41,000 companies to use .

02.Function: mrr<go>Best and worst returns apr-08/apr-09 for the members of dow jones global titans stock index (the 50 largest companies worldwide by market cap).

03.* Function: rvc<go> for nokia* Plots the roe-return on equity against the total return in 3 years of shares of nokia and its global peers. There are over 100 fields available.

04.Function: anr<go> for nokiaShows analysts recommendation (consensus rating ranges from 1=sell to 5=buy) and 12 month target price

05.Function: phdc7<go> for toyota motor corp.Summary of the shareholders for a listed company

06.Function: liti<go> for ibm inc.Shows litigation summary for a company in the u.S.A.

02.

01.

05.04.

03.

06.

Selected Bloomberg Functions

38 MZ Bulletin’09

The recent years and happenings including the IPO rush mainly in 2006 and 2007, and the financial crisis, starting with the subprime in

the end of the same year, brought for market players of different sectors of the society, and mainly to the regulators, not only a lot of worries and surprises but also a huge and fertile field of work.

Changes started in the legislation with adjustments to the accounting rules to the international standards (IFRS). Law 11,638, approved towards the end of 2007, introduced changes to Law 6,404, Brazilian Corporate Law, as regards to accounting practices. The purpose of the Law was to adapt Brazilian accounting rules to international accounting standards and with this change, providing Brazilian companies greater access to international capital.

Law 11,638 also extended to large corporate entities (annual sales in excess of R$300 million) the obligation to prepare their financial statements in accordance with Brazilian Corporate Law, as well as submitting them to an external auditing firm, which they were not obliged to do before. By the year 2010, Brazilian consolidated financial statements will need to be published in accordance with IFRS accounting standards. During 2009 the CVM and the CPC will issue the new norms required for conformity.

Another change was introduced by CVM Rule 549 that allows companies to defer the rotation of their external auditors during the period in which

companies must adapt to international accounting standards. This avoids having to undertake two transitions at the same time: the transition to a new auditing firm and the transition to the new accounting standards. While still convinced of the need to rotate external auditors, in order to avoid eventual conflicts, the CVM is concerned with ensuring the continuity and stability needed by companies to successfully adapt to the new accounting norms without any loss in transparency.

Also, many regulatory developments have been noticed lately with respect to the securities and markets regulator. For example, CVM issued in 2008 rule 471, that establishes a simplified procedure for the registration of secondary and debt public offerings. This instruction speeds the process up, mainly by providing for the possibility of CVM establishing agreements with self-regulating entities, resulting in more time for the CVM to dedicate to those aspects of each transaction that require greater attention. This has simplified access to the market. On the other hand, it is worth noting that the Instruction in fact increased CVM’s supervisory powers, since it will now be responsible for also supervising the self-regulating entity (responsible for the acts of its managers and representatives), which is obliged to act in a diligent manner and to reimburse the CVM for any losses caused in the course of the respective agreement with the CVM. Moreover, CVM enacted

Relevant Developments in Corporate Governance Rules - A Year of Changes

by Michelle Morkoski Landy of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados

40 MZ Bulletin’09

rule 476, as of 16 January 2009, which regulates public offers with restricted efforts and the trading of issued securities in the regulated markets, almost the well-known 144A in the US.

But the main changes came with the Public Hearing nº 07/08, which contains a draft of a new CVM instruction that is expected not only to revoke CVM rule 202 (which currently regulates the registration of issuers in the Brazilian regulated markets), but also to improve the requirements regarding the information provided as a condition to obtain registrations with the CVM. The main changes brought by the Hearing proposal are:

(i)the introduction of a Reference Report based »on the shelf registration system applied in the US that aims to replace the current form for period information (IAN), is to provide investors with a wider and dynamic range of information that will include details on total remuneration of individual managers (one of the he most controversial aspect is detailed breakdown of remuneration, which applies only to listed entities), more on business plans and results, and identification of possible conflicts of interest in cases involving cross-holdings; (ii)There will be three levels of disclosure, »depending on outstanding securities: a) the first will apply to all companies with equity listed on the BM&F Bovespa, b) the second to companies that have instruments trading over-the-counter, and c) the third for entities that have issued debt;

(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 specially affect the foreign investors regards the financial statements that will need to be now audited not only just revised, by auditors duly registered by CVM.

And finally, the Public Hearing nº 01/09 or the proposed new rule 400, that intends to balance the regulation of public offerings with the regulation recently enacted addressing public offerings distributed with limited underwriting efforts (rule 476).

A main development in the proposed rule 400 is the reduction of the cases in which a feasibility study will be required. Theoretically, this requirement increases the liability of an issuer when its securities are offered outside Brazil, since the feasibility study should comply with the regulations of the foreign jurisdiction. Under the proposed rule 400, feasibility studies will only be mandatory (i) if the offer is conducted for the purposes of setting up a new company or (ii) if the issuer is in a pre-operational stage. Some other changes regard quite period clarification, conflict of interests applicable to underwriters as well changes to the exemptions for registration of indivisible single lots that were previously regulated by article 5, creating intervals of time from an offer to another of the same issuer.

The new rules will bring Brazil more in line with other countries where corporate governance is taken into high consideration. Although disclosure standards are theoretically high, companies continue to under-report or hide information because penalties for non-compliance in Brazil are light but the regulators seem to be tightening up on supervision and being worried to promote a better alignment to well-recognized worldwide practices.

MZ Bulletin’09 41

IRGR: The Chinese economy has undergone significant transformations in the recent past, with many companies now being publicly traded. What have been the triumphs and challenges for IR professionals in China?

CY: The profession of investor relations is gaining more recognition among listed companies in China. The quality of IR professionals in China is improving quickly.However, there remains a lack of understanding about the value of IR functions to a listed company. And as a result, when communicating to the investor community, there are still many practical challenges to overcome, for IR professionals in China.

IRGR: In your opinion how has the current global financial crisis affected Asia and how are IR professionals in the region been approaching this?

CY: Recently, there have been increased interests in Asia-based companies. Generally speaking, many companies in Asia have solid business models and 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 and pertinent information, we are able to serve our investors’ needs well. We are also very focused on, and strongly believe in the importance and value of, good corporate governance. As a foreign listed company on Nasdaq, we’ve been providing quarterly financial reporting to our shareholders and the market on a timely basis each quarter which is not required under Nasdaq listing rules.

IRGR: For the 2009 ranking, Global Sources was one of the best IR websites in Greater China. What key recommendations can you give for companies that are seeking to improve their IR 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).

Highlights from Asia Insights from Charlotte Yu, Global Sources

From left to right: Suzanne Wang and Charlotte Yu

MZ Bulletin’09 43

IR Website

ALL – America Latina Logística (“ALL”) has participated in the IR Global Rankings for several years and the company’s ongoing efforts to improve its investor relations website brought in positive results. In the 2009 edition of IR Global Rankings, ALL was ranked as the leading investor relations website globally for the very first time, a position that had also been unknown to a Latin American company until now.

The IR website is the key channel for presenting information and maintaining the investor community informed on the company, thus influencing their behavior and opinions. IR professionals that do not effectively manage and monitor their online communication channels may be compromising their companies’ valuation potential. Due to these characteristics, the investor relations website category is undoubtedly the most competitive ranking in

IR Website

We are always on the move

IR Global Rankings and winning this award is certainly an important achievement. ALL’s IR website has all the right elements it needs to be outstanding, not only in terms of functionality but also in terms of content, which in ALL’s case is exceptional. The company has successfully managed to emphasize the right kind of information to disclose through an investor’s perspective, with up to date materials that can be easily and intuitively found as well as having technological resource tools that enhance users’ interactivity. Although these attributes are fundamental, many companies still struggle to deal with them.

Maintaining a good IR website requires a great deal of effort, time and resources, all of which ALL has taken seriously to increase the company’s credibility among the investment audience. We congratulate ALL!

From left to right: Gustavo Reichmann, Rodrigo Campos, Carlos Eduardo Baron

IR Global Rankings Case Study

MZ Bulletin’09 45

Online annual reports have considerable importance as a communication tool due to its strong capacity in transmitting the company’s investment message, not only by bringing forward the corporate identity, but also by providing a greater feel for the company’s management team, which is critical for many investors when considering the purchase of your company’s stock. For instance, while in the printed version the CEO‘s message is simply read, in a good online annual report the CEO can come alive in a video, reproducing the message with much more energy and strength. In other words, a well elaborated online annual report can “sell” the company better and many corporations take this seriously.

The HTML version of the online annual report acts as a “mini IR website” and can be used as a tool to attract stakeholders to the company. Due to its nature, the online annual report can take advantage of the many


technological resources available to further enhance audience experience with the company. This includes bold design and multimedia applications with flash and sounds, among other tools.

Fresenius Medical Care’s online annual report was awarded among the leading reports globally in the 2009 edition of IR Global Rankings and we highlight the report as a successful example. The report is extremely well organized, with very good content and excellent interactivity. Additionally, the company also provides insights into the health care market, with curiosities and interviews which is a differential and can be very helpful.

We congratulate the efforts taken by Fresenius Medical Care in order to produce a top-standard 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

Corporate Governance

In today’s world it is impossible to ignore the importance of sound financial reporting as it is an essential condition for market economies to work properly. Improving the quality, comparability and transparency of the financial information provided by companies is crucial, especially since it is the pillar for investors when making certain investment decisions. The importance of good financial reporting increases even more in turbulent financial times such as the ones we have been experiencing.

FedEx has been a prime performer in various financial disclosure categories analyzed by IR Global Rankings and ranked as the highest score in financial disclosure worldwide for the 2009 edition. FedEx’s top standards in financial reporting are an excellent example to follow, not only in terms of rigorous punctuality and consistency, but also in terms of the quality of the information available in the reports, which contain good insights into the company’s operations globally including detailed operating statistics, good

information on operating costs and breakdown of operating results per business segment.

Additionally, the guidance information provided by FedEx was particularly impressive, with good information on expected financial results, margins and outlooks on corporate strategies and sector trends.

“At FedEx, we have an IR team that is world-class, long-tenured and highly regarded by the financial community,” said Mickey Foster, Vice President of Investor Relations for FedEx Corp. “The same spirit that drives our Purple Promise to customers, that we will make every customer experience outstanding’, also drives the company’s IR, Finance, Accounting and Legal teams, as we believe that our collective commitment to transparent disclosure and strong corporate governance practices assist us in our mission to provide superior financial returns for shareowners while adhering to the highest ethical and professional standards.”

We congratulate the efforts of FedEx’s IR team in achieving the top ranking position in this category.

From left to right: Stephen Hughes, Elizabeth Allen, Arthur Mickey Foster, Jeffrey Smith


Financial Disclosure

Procedures

48 MZ Bulletin’09

Having a good set of rules that implement values of fairness, transparency, accountability, and responsibility to both shareholders and stakeholders is the basic concept of corporate governance.The importance of such rules has been generally increasing significance in the emerging markets, especially due to the argument that strong corporate governance standards aid in providing better access to capital in order to ensure stability and important long-term growth necessary for creating wealth and prosperity. Weak corporate governance has been one of the key drivers to mismanagement and corruption. It is also important to remember that although corporate governance has emerged as a way to manage modern corporations it is equally significant in state-owned enterprises, cooperatives, and family businesses.

The cost of good governance does not come cheaply but the benefits of adopting high standards outweigh the drawbacks as companies move toward greater credibility and efficiency.

Corporate Governance

In the 2009 IR Global Rankings, Endesa Chile scored as the best corporate governance against all participants of the utilities industry worldwide and this clearly shows the increasing concern governance has gained within emerging market companies. The IRGR corporate governance review is based on an extensive questionnaire in which Endesa Chile received top scores in many items such as having designated committees with independent members responsible for key corporate decisions and measures that protect minority shareholders, to just name a few. According to Irene Aguiló, Investor Relations Executive of Endesa Chile, answering the corporate governance questionnaire has showed her what else they need to implement and disclose to investors in order to further improve their Investor Relations activities.

IR Global Rankings recognizes the efforts taken by Endesa Chile and encourages all emerging market companies to continue to increase their level of transparency and disclosure.

From left to right: Jaime Montero, Jacqueline Michael, Irene Aguiló, María Teresa Fuentealba, Juan Pablo Reitze


MZ Bulletin’09 49

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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 AB SKF AB Volvo ABB Asea Brown Boveri Abertis Abitibi-Consolidated ABN AMRO Acambis Actavis Activision ADC adidas Advanced Semiconductor Engineering Aegon AES Gener Agnico-Eagle Mines Agora Air France-KLM Air Products AkzoNobel Alcoa ALL Allergan Allianz Allied Defense Group Allied Electronics Corporation Limited (Altron) ALLTEL Corporation Alltop Technology ALTADIS ALTANA Amadeus Global Travel Distribution Amazônia Celular AmBev Amcor AMD Amerada Hess American Electric Power American Financial Realty Trust American Greetings American Power Conversion Amil Participações AMP AMS Homecare AmSouth AMVESCAP Anadolu Efes Anglo American plc Anritsu Corporation Anthem Apple Aracruz Celulose ARC Energy Trust ARC Wireless ARCADIS Arcelor Ashland ASML Assore Assurant ASUR Asustek Computer AT&S Austria Technologie und Systemtechnik Atlas Copco Australia and New Zealand Banking Group Autodesk Autoroutes du Sud de la France Avaya Inc. Aventis Avery Dennison Avgold Aviva Avmin Axcan Pharma Banca Fideuram Banco ABC Banco BPI Banco Bradesco Banco do Brasil Banco Espírito Santo Banco Itaú Holding Financeira Banco Nossa Caxia Banco Santander Bancolombia Bank Austria Creditanstalt Bank of Montreal Bank One Barloworld Barrick Gold BASF Bayer BBVA BCE Beckman Coulter Bell Equipment Bematech Benetton Group Best Buy BG Group BHP Billiton Biogen Biovail Corporation Blockbuster BlueScope Steel BMW Group BNP Paribas Bombardier BOUYGUES Bradespar

Brascan Brasil Ecodiesel Brasil Telecom Braskem Brazil Realty BRE Bank Brisa Auto Estradas de Portugal British American Tobacco Brookfield Properties Bruker Biosciences Bumiputra-Commerce Holdings Buongiorno Burlington Resources Bursa Malaysia Berhad Cadence CAE Camargo Corrêa Des. Imobiliário (CCDI) Cameco Cangene Capital Title Carbo Ceramics Cardo Career Education Casa Saba Casas GEO CCC Information Systems CCR CEMEX Cemig CenterTelecom Centrica CGI Group Chaparral Resources Chartered Semiconductor Manufacturing Chi Mei Optoelectronics China Agri-Industries Holdings China Life Insurance Company China Petroleum & Chemical China Railway China Telecom Chr. Hansen Holding Chromos Molecular Systems Chunghwa Telecom Co. CIE Cisco Systems CKE Restaurants Clariant International CLP Holdings CNinsure CNOOC Limited Coca-Cola Amatil Coca-Cola Femsa Coca-Cola Company Cognos Coles Myer Colgate-Palmolive Coloplast Comcast Comdirect Bank Companhia Brasileira de Distribuição Companhia Força e Luz Cataguazes-Leopoldina Companhia Paranaense de Energia - Copel Compañia Anónima Nacional Teléfonos de Venezuela (CANTV) Compañia Cervecerías Unidas Compañia de Minas Buenaventura Company Computer Associates Computer Systems Advisers Concha y Toro Consorcio ARA Controladora Comercial Mexicana Converium Conzzeta Holding Coelce Corporacion GEO Corporacion Mapfre Corporativo Fragua COSCO Cosipa COSMOTE Mobile Telecommunications CPFL Energia Craftmade Credicorp Credit Suisse Group Cree Copel CSN - Companhia Siderúrgica Nacional CST CTC CVS Pharmacy CyberLink Corp Cyrela Brazil Realty DAB Bank Daimler Daiwa Securities Group Danisco Danske Bank Datang Power Datasul Dell Desc Descartes Systems Deutsche Bank

Deutsche Beteiligungs Deutsche EuroShop Deutsche Lufthansa Deutsche Post World Net Deutsche Telekom Devon Energy Diageo Dick‘s Sporting Goods Diebold DIS Deutscher Industrie Service D-Link Corporation DnB NOR DRS Technologies DSM DSP Group Ducati Dufry South America Duke Energy DuPont Duratex Durban Roodepoort Deep Dynegy E*Trade E.ON EADS ECI Telecom Econorte Edison International EDP - Energias de Portugal. Eisai Eksportfinans Electrolux Elisa Embraer Embratel Participações EMC2 Corporation Enagas Endesa Endesa Chile Enel Energias do Brasil Energisa Enerplus Resources Fund Enersis ENI ENSCO International Entel EPCOS ERG Ericsson Erste Bank Esprinet Esprit Holdings Estácio Participações Eternit Ethan Allen Euro Disney EVN Evotec OAI Exxaro Resources EZTEC Empreendimentos e Participações Far Eastern Textile Federal Realty FedEx FEMSA First Financial Holding Flamel Fleetwood Flowserve Fording Canadian Coal Trust Forest Oil Fortum France Telecom Freddie Mac Fresenius Medical Care FuelCell Energy Gafisa Galp Energia, SGPS Gateway Gazprom Neft Geberit Genentech General Electric Company Genzyme Georg Fischer Gerdau GfK Glenayre Technologies. Global Payments Global Sources GOL Linhas Aéreas Inteligentes Gold Fields GPC Biotech Grainger Grasim Industries Gruma Grupo Aeroportuario del Sureste Grupo Bimbo Grupo Cementos de Chihuahua Grupo Elektra Grupo Embotelladoras Unidas Grupo Ferrovial Grupo Financiero Galicia Grupo IMSA Grupo Iusacell Grupo Mexicano de Desarrollo Grupo Radio Centro Grupo Santander Gruppo Campari Gruppo San Paolo

Guidant GVT H. Lundbeck Haemonetics Corporation Hannover Re Hansabank Hanson Harley-Davidson Harmony Gold HAVAS Health Axis Hecla Mining Company Heidelberger Druckmaschinen Herman Miller Hitachi Hochtief Holcim Home Depot Homex Hong Kong Exchanges and Clearing HQ Sustainable Maritime Industries HSBC HTC Corporation Hysan Development Company IBERIA IBM IC RUSS-INVEST ICA ICICI Bank Idial Networks IDT iGATE Global Solutions IJM Corporation Berhad Ikon Office Solutions Imapla Platinum Holdings Limited Imperial Tobacco Group PLC IMS Health Inditex Indra Industrias Bachoco Industrias Peñoles Infinity Bio-Energy Infosys Technologies Insight Intel Corporation Internet Initiative Interoil Intrawest Investec INVESTools Irish Continental Group IRSA ISS Itaúsa - Investimentos Itaú Itautec-Philco J. Sainsbury Jabil James Hardie Industries Japan Airlines JazzTel JBS JDSU Jerónimo Martins JHSF Participações Johnson & Johnson Julius Baer Holding K+S Aktiengesellschaft KarenSoft Technology Berhad KB Home Keane Kellogg Keppel Land Kesko Kimberly-Clark Kingfisher Kirby Corp Klabin Kookmin Bank Kos Pharmaceuticals Kotak Mahindra Bank KT Corporation Kuoni Travel Holding Kyphon Lam Research LAN Airlines Landsbanki Lavipharm Lear Leggett & Platt Leica Geosystems Level 3 Communications Liberty Group Life Time Fitness Lilly Limited Brands Localiza Lojas Americanas Lucent Technologies Lukoil Lundbeck Lupatech Luxottica Group M. Dias Branco Maconomy MacroPore Biosurgery Madeco Makhteshim-Agan Industries Manulife Financial

Maple Leaf Foods Marfrig Marine Products Masisa Massmart Matsushita Electric McDonald‘s Mechel OAO Medco Health Solutions Mediaset Medicure Merrill Lynch Metro International Metso Mexichem Microsoft Migenix Mitchells & Butlers MMX Motive M-Systems MTC Technologies MTR MVV Energy Naspers Natura Natural Beauty Bio-Technology Navteq Nedbank Nedcor Neoforma Ness Technologies Nestlé Net Serviços Netflix NetIQ NetManage Nevada Gold and Casinos NewAlliance Bancshares Newmont Mining Nexen NICE Systems Nidec Corporation NIKE Ninetowns Internet Technology Group Company Nobel Biocare Holding Norsk Hydro Northam Platinum Novabase Novartis Novo Nordisk Novozymes O2 Océ Office Depot OHL Brasil Oi OJSC Rostelecom Omron OMV Optical Communication Orascom Construction Industries Orgachim ORIX Ossur OTE Pacific Basin PacifiCare Pampa Energia Partner Communications PCCW PDG Realty Peabody Energy Pearl Asian Mining Industries PEMEX Pengrowth Pengrowth Energy Trust Perdigão Pericom Semiconductor Petro-Canada Petroflex Petrobras Petróleos Mexicanos - Pemex PetSmart Pfeiffer Vacuum Technology Pharmacy chain Philippine Long Distance Telephone Photronics Pinnacle West Capital Pioneer PKN Orlen Plains All American Plantronics Plascar Pliva Plug Power Polaris Software Laboratories Portugal Telecom Posco Positivo Informática Potash Corp. Powerchip Semiconductor Procter & Gamble Profarma Prudential PSI PT Antam PT Excelcomindo Pratama

PT Indosat PT Telekomunikasi Indonesia Publicis Groupe QIAGEN QuickLogic Quiñenco Rabobank Randon RBC Redecard Redwood Trust Regis Remgro Remote Knowledge Renault RepsolYPF Reunert Reuters Rexam PLC Rieter Management Ripasa Celulose e Papel RLI Corp Roche Rodobens Negócios Imobiliários Rogers Communications Rossi Residencial Royal Ahold Royal Bank of Scotland Group Royal Dutch Shell Royal Philips Electronics Royal Vopak RPC Rubicon Minerals RusHydro RWE Ryder System Sabre Holdings Sacyr Vallehermoso Sadia Saes Getters Salzgitter Sampo Sandvik Sanpaolo IMI Santander São Paulo Alpargatas SAP Sappi Sare Holding Sasol Satellite Newspapers Satipel Industrial Satyam Computer Services Saurer SCA - Svenska Cellulosa Schwarz Pharma SCM Microsystems Scottish Re SCP Pool SeaChange International SEB Secunet Security Networks Semiconductor Manufacturing International Serena Software Set Point Technology Shin Kong Financial Holding Shinsei Bank Shun Tak Holdings SI International Siemens Singapore Airport Terminal Services Singapore Food Industries Sinopec Sirenza Microdevices SLC Agrícola Slough Estates SMIC Smithfield Foods Software Sonae Sonoco Sony Southern Telecommunications Company SpareBank Southwestern Energy Company SportsLine Sprint SQM Standard Chartered Bank Statkraft Statoil Hydro STmicroelectronics Stora Enso SulAmerica Sulzer Sun Hung Kai Properties SureWest Communications Suzano Papel e Celulose Suzano Petroquímica Swedish Match Swift Energy Swiss Reinsurance SwissLife Sylvan Symantec Syngenta Synthes

TAKKT Talisman Energy TAM Tata Motors Tatneft Tav Airports Holding TD Bank Financial TDC Team Industrial Technip Teck Cominco Tecnisa Tegma Gestão Logística Tele Norte Celular Telecom Argentina Telecom Italia Telecomunicações de São Paulo Telefonaktiebolaget LM Ericsson Telefonica Telefónica Argentina Telefonica CTC Chile Telefónica Móviles Telekom Austria Telekom Austria Telekomunikacja Polska Telemig Celular Participações Televisa Telkom TELUS Telvent Tenaris Terna The East Asiatic Company Thomson Thiel Logistik ThyssenKrupp TIB Bank TietoEnator TIM Time Warner Tingyi (CaymanIslands) Holding Tiscali TNT TOM Group TOTAL TOTVS TPI Triunfo Tractebel Energia Transportes Azkar Turk Economy Bank Turk Telekomunikasyon Turkcell Iletisim Hizmetleri TV Azteca Tyco International Tyler Technologies Tyson Foods UBS Ultra Petroleum Ultrapar Unibanco Unicredito Italiano Unified Energy System of Russia Unilever Unipar Unipol Assicurazioni Unisys Unocal Unum Group UPM-Kymmene Uralsvyazinform URS Usiminas Valora Holding Vasogen VCP - Votorantim Celulose e Papel Venfin Veolia Environnement Verizon Vimpel Visma Vitro Vivendi Universal Vivo Participações Volkswagen W.W. Grainger Wachovia Walgreen Wal-Mart de Mexico Wärtsilä Corporation WCI Communities Wendy’s / Arby’s Westmoreland White Electronic Designs Wienerberger Williams Wilson Greatbatch Technologies Wind River Systems Wipro Xansa Xerox Xinao Gas Xinhua Finance Yahoo! Yara International Yau Lee Holdings Yuanta Core Pacific Securities Yum! Brands ZEVEX International Zimmer Holdings Zurich Financial Services

50 MZ Bulletin’09

MZ Bulletin’09 53

Training and

Professionalism

Agility and

Competence

Committed to its values and the emerging changes in business relationships, KPMG offers Audit, Tax and Advisory services, with quality and independence.

We operate in 144 countries and employ 137,000 people worldwide. In Brazil, there are 2,400 professionals working from 16 offi ces in 14 cities located in eleven States and the Federal District.

kpmg.com.br

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54 MZ Bulletin’09

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‘09 the most comprehensive global review for investor ... · 24 all - américa latina logística...

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