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Depending on the classification that best suits your company, the
Exemplary Disclosure™ process will require some specific considerations
which should and will be included in the Disclosure Handbook.
» US listed company
» Non-US listed company with shareholders residing in the US
» Non-US listed company with NO shareholders residing in the US
US listed company
The Disclosure Handbook shall ensure compliance with the US Sarbanes-Oxley Act of 2002 and related regulations, as well as US Stock Exchange rules including:
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| 1. |
Top management’s certification in the company’s Form 20-F ensuring that the financial statements made public fairly present the company’s financial condition. (Note that specific procedures should be implemented to ensure the accuracy of these certifications). |
| 2. |
Top management’s certification as to the sufficiency of internal controls over financial information, as of July 15, 2005.
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| 3. |
Establish an Independent Audit Committee, as of July 31,
2005. The Fiscal Council is able to perform this duty, but
only if certain conditions are met.
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| 4. |
Establish and maintain a Code of Ethics.
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Non-US listed company with shareholders residing in the US
The Disclosure Handbook shall ensure compliance with SEC filing requirements for non-US companies, Reg FD, and Non-GAAP disclosure expectations:
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| 1. |
Create a Disclosure Committee, as well as determine what
information is to be filed with the SEC as per rule 12g3-2(b)
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| 2. |
Determine procedures to be followed to ensure compliance
with Reg FD information dissemination requirements
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| 3. |
Implement rules for Non-GAAP financial information disclosure
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In addition, special consideration will be given to the use of the Internet in disclosure practices:
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| 1. |
Appoint a point-person responsible for information disclosure and updates on the Internet (specifically investor relations website)
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| 2. |
Ensure that the company’s website is not used as the only investor communication vehicle. Internet material information disclosure will be supplemented with press releases and other traditional disclosure means.
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| 3. |
Implement and monitor procedures for hyperlink, outdated information, and projections present on company website.
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Non-US listed company with NO shareholders residing in the US
| 1. |
Appoint an investor relations officer responsible for implementation, coordination, and updating of company Disclosure Handbook policies and procedures.
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| 2. |
Inform controlling shareholders, executive officers, Board
of Directors, and employees (and third parties) with access
to material information about the company’s Disclosure Handbook
terms.
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| 3. |
Request signed Statement of Compliance to terms of Disclosure Handbook from parties mentioned above.
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