Best Practises for Investor Relations
(FEA, May 2003)
• Release price sensitive information as soon as possible (see annex).
• Do not disclose material, non-public information to individuals before it is
made public (neither externally, nor internally within the company).
• Investor Relations (IR) responsibilities are clearly defined within the board of
• Head of IR reports to a member of the board of directors, most often CFO.
• IR department is either part of an organizational entity where IR and
Corporate Communications (CC) activities are combined or has strong
functional ties with the CC department.
• An IR / CC committee is installed to discuss and streamline policy and
activities in overlapping areas of both disciplines on a regular basis. Members
of the committee are IR / CC officers. CEO and CFO are member of the
committee. Alternatively, the committee reports to the board of directors. In
those cases that companies have a formal disclosure committee, the activities
of an IR / CC committee may coincide with this committee.
• IR contacts are explicitly mentioned in external publications (e.g. annual
reports, press releases and website).
• Internal guidelines are set for the communication with financial analysts and
investors. These guidelines include:
o Designated spokespersons for investor relations are CEO, CFO and IR
o In specific circumstances other spokesmen (e.g. board members) may
o Officers of the company, other than aforementioned designated
spokesmen, do not communicate with analysts and investors without
prior approval and in the presence of the designated spokesmen
o Communication by non-designated spokesmen preferentially takes
place only at the request of designated spokesmen
o Communication by non-designated spokesmen is recorded.
• Silent periods are the periods prior to the publication of financial results
during which in principle no meetings are held with and no presentations are
given to financial analysts and investors.
• In addition, during silent periods no other communication with analysts and
investors takes place, unless it relates to factual clarifications of previously
• Should it in exceptional cases be considered appropriate to have a meeting
with an investor during silent periods, the conversation is strictly limited to
strategy and business developments and to the extent that this information is
already in the public domain.
• An indicative length of the silent period is 3-4 weeks.
• Silent periods can, but need not necessarily coincide with the formal closed
periods during which trading in the companies shares is prohibited (interim
figures 3 weeks, annual figures 2 months).
Distribution of information
• Presentation material for analysts and investors is publicly made available the
moment this material is presented (e.g. on company website).
• Group meetings and one-on-one’s with analysts and investors are based on
only publicly shared information and presentation material.
• Conference calls and webcasting are made publicly accessible. These events
are publicly announced e.g. via the website.
• Company visits for groups of investors or analysts are allowed provided that
no new or price sensitive information is given. Sole aim of company visits is
to provide ‘colour’ to the business.
Management of expectations
• Response to (draft) analyst reports is only provided by reference to public
information and published guidance.
• Corrections are given only for omissions in factual information.
• Pre-close conference calls are avoided, unless preceded by a press release.
• The company may decide to publish consensus of analyst forecasts (e.g. on its
website). Any selection of analyst forecasts and company comments on these
forecasts are avoided.
Price sensitive information
• See annex (source: ‘Leidraad publicatieverplichtingen voor ondernemingen
genoteerd aan Euronext Amsterdam’)
Note: should abovementioned best practises be contradictory to formal regulations,
formal regulations prevail.
Annex. Price sensitive information examples
Important facts on results and financing of the company
- Important facts that may influence results, turnover or earlier forecasts.
- New forecasts, deviations from or confirmations of earlier forecasts on
operating results, turnover or previous profit warnings.
- Dividend announcements or changes in dividend policy.
- Substantial extra-ordinary items, e.g. book profits on sale of assets.
- Sustantial changes in the funding and related collateral.
- Important changes in the capital, equity capital or long term funding,
including write-off of goodwill.
- Substantial changes in accounting principles including depreciation
- Change of accountant or in accountants activities.
- Negative equity capital.
- Cancelation of important credit facilities by one or more banks.
- Disincorporation of the company.
Important operational or strategic news facts
- Acquistion or sales of important participations or company parts and
the start or cancelation of important co-operations (e.g. mergers).
- Substantial restructuring or reorganisation of the company.
- Getting or losing important contracts, licenses, patents etc.
- Important divestments or investments that change the size or the nature
of the business.
- Important legal procedures, product liability or environmental damage.
New facts on capital, control or organisation
- Issue of equity and related conditions.
- Important changes in legal and organisational structure.
- Important changes in the equity holdings of the company.
- Decision to purchase shares in the company.
- Share split.
- Changes in rights of shares.
- Protection measures.
- Changes in the composition of the board of directors or the supervisory