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5 QCA GUIDANCE ON RULE 26 OF THE AIM RULES FOR COMPANIES
On 3 August 2007, the Quoted Companies Alliance ("QCA")
published a set of guidelines about compliance with Rule 26
of the AIM Rules for Companies. This includes the general
principles behind Rule 26, the best practice for AIM companies
and the Investor Relations Society's best practice guidelines
on the presentation of investor information online.
Rule 26 applies to all companies admitted to AIM. It was introduced
into the AIM Rules for Companies in February 2007. AIM companies
were given until 20 August 2007 to comply with its requirement
to provide information about their business, constitution,
directors, activities, shares and notifications. Accordingly,
the QCA produced its guidelines on how Rule 26 should be implemented
and how to use compliance with it as an opportunity to improve
investor relations and should be considered by AIM companies
when reviewing the content of their website and compliance
with Rule 26.
The QCA Guidelines
The QCA advises treating compliance with Rule 26 as a bare
minimum because a company website is now the default location
for investors to research a company. As such, it presents
a valuable opportunity to enhance the company's proposal as
an investment. Such is the website's importance, it recommends
that a senior manager or director be made responsible for
its content.
Implementing Rule 26 and Investor Relations best practice
for corporate websites
The guidance to Rule 26 provides the basis for implementing
the rule. The required information should all be linked from
a single page which clearly states that the information is
presented for Rule 26 purposes. It should not be required
to use any search criteria to locate specific information
nor should specific information be difficult to locate within
large documents.
The QCA recommends organising the required information into
pages or sections on the website and adding further information
as best practice, as follows:
| Web page or section |
Information required by rule 26 |
Best practice addition |
| About us |
Description of business, including country
of incorporation and country of main operation |
Strategy, company history, structure, products/
services, markets of operation |
| Management information |
Directors details |
Terms of reference for board committees,
directors' shareholdings and dealings, senior management
information, governance information |
| Announcements and news |
All RIS releases in the previous
12 months |
Archived RIS releases, news
clippings, email alerts plus search facility for all of
these |
| Documents |
Admission document, any shareholder documents
published in previous 12 months |
Archived documents from previous years,
presentations, case studies, 5 year results summary |
| Share information |
Details of other listings, number of securities
in issue, free float %, significant shareholders, restrictions
on transfer |
Share price display and chart |
| Answers and contacts |
Nomad and other key advisers: broker, solicitors,
auditors, financial PR, registrar |
Company contact details and named contacts
for investors and media |
Avoiding a breach of the US securities regulation regime
Some concern has arisen that making a company admission document
available online may be interpreted by the SEC as constituting
an offer of securities or solicitation. To avoid this, each
company is recommended to:
| • |
put a disclaimer on the website that the
offer is not available to the US; |
| • |
protect with a password requirement the
page containing the admission document; and |
| • |
screen the addresses of non-US users before
permitting access to the admission document. |
Accessibility
The QCA also highlights that companies should bear in mind
that it is a legal requirement under the Disability Discrimination
Act 1999 to ensure that a website is accessible to all users
and that there are 8.6 million people registered as disabled
in the UK.
Investor Relations Society best practice guidelines for
corporate websites
The QCA sets out the Investor Relations Society guidelines
to highlight how the website can best be used for shareholder
communications. These encourage creating a website that:
| • |
is regarded as the definitive source of
information about the company; |
| • |
is clear about the reasons for
investing in the company; |
| • |
regularly updates investors through the
website; |
| • |
uses audio or webcasts to reach a wider
audience on a wider range of issues; and |
| • |
provides qualitative information that is
unavailable through other sources. |
If you require further information on any matter covered
in this note, please contact your principal contact at Charles
Russell or Simon
Gilbert, Clive
Hopewell or Alexander
Keepin (London), Francis
Rundall, Richard
Norton or Adrian
Mayer (Cheltenham) or Catherine
Drew or Geoff
Sparks (Guildford) or Peter
Elliott (Oxford) on 0207 203 5000.
This information has been prepared by Charles Russell LLP
as a general guide only and does not constitute advice on
any specific matter. We recommend that you seek professional
advice before taking action. No liability can be accepted
by us for any action taken or not taken as a result of this
information. Charles Russell LLP is not authorised under the
Financial Services and Markets Act 2000 but we are able in
certain circumstances to offer a limited range of investment
services to clients because we are members of the Law Society.
We can provide these investment services if they are an incidental
part of the professional services we have been engaged to
provide.
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