Social Media Disclosure & Compliance

PR News Digital PR Next Practices Summit

February 16, 2012

Presented by:Tom BecktoldSenior Vice President, Marketing Business WireThomas.Becktold@BusinessWire.com@becktold

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Is Your Company, Client or Partner:• A Brokerage Firm? • FINRA Regulations Apply

• Communications must adhere to rules about suitability and investment product recommendations

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Is Your Company, Client or Partner:• A Pharmaceutical Company?• FDA Regulations Apply

•Communications must include required safety information

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Is Your Company, Client or Partner:• A Public Company?• Securities and Exchange Commission

(SEC) Regulation FD Applies•Communication of material news must

comply with public disclosure laws and exchange rules

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PR Social Media Engagement

Who Else Is Listening? • Stakeholders• Competitors• Securities Analysts / Investors• Regulators / Lawyers

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Personal is Public

• Did your employee reveal expansion plans that are not yet public?

So cool, I’m moving to Beijing! My company is opening a new office

Hedge funds spend millions of $ today searching for that small piece of gold amongst all noise. Don’t let your employee be the one inadvertently disclosing material information.

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Our all-new @greatco #widget is flying off the shelves! #runningout!

• Did you just reveal sales projections or supply-chain insight that is not yet public?

Some Social Media Guidelines for Public Companies

The Company’s Public Communications Are Through Established Channels via Officially Designated Spokespersons

Limit Administrative Rights to Social Media Accounts

Use Technology that Archives Content for Audits

Be Clear and Concise with Regards to What Employees May or May Not Do or Say

Your Company’s Corporate Conduct Code is Always Applicable

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Some Social Media Guidelines for Public Companies

Vendors Must Comply with Your Policy

Inform your Communities of Your Policies and The Regulations You Must Follow

Be Transparent: Include disclaimers for compliance and transparency

Do you compensate or provide special treatment for blog posts?

Provide Ongoing Employee Education and Training

– Recommended Resource: http://www.imediaconnection.com/content/30852.asp – Scott Oppliger, SocialVolt CEO, Feb. 1, 2012

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Social Media Policy Tips

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Protect Confidential Information• Even with Disclaimers, Do Not:

× Share Information considered confidential or not public

× Discuss numbers or other sales figures, earnings, forecasts, and most anything with a dollar-figure attached to it

× Discuss legal issues

× Discuss personal information regarding employees, partners or customers without their permission

× Senior management changes are subject to disclosure regulations and should not be discussed outside of approved channels

× Discuss anything related to company strategy, products, policy, management, operating units not yet public

× Comment on M&A activity, including potential or pending acquisitions or divestitures not yet public

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Protect Confidential Information• Even with Disclaimers, Do Not:

× Provide company or competitors confidential or proprietary information

× Use social media to conduct internal company business

× Publish competitors’ proprietary or confidential information

× Disparage or denigrate competitors

× Comment on legal or regulatory matters affecting the company or on subjects that could affect the company

× Comment on rumors. Simply say “no comment”

This all applies to financial analysts, press or other third parties, including friends

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Employees & Partners• Follow the Company’s Business Conduct Guidelines

• Respect Copyright, Fair Use, Regulatory and Financial Disclosure Laws

• Point to Publicly Available Information

• The Company May Be Responsible for Information Shared

• Don’t repost a link without reviewing the content first

• Don’t link to outside sites unless you trust the source

• Mistakes

• Correct mistakes and say what you fixed

• Major mistakes (i.e. non-disclosed information): Alert management / corporate communications / investor relations

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Employees & Partners• Managers & Executives

• Standard disclaimers do not exempt the company from special responsibilities

• Do not communicate policies in public forums

• Unless Specifically Authorized, Do Not Speak for the Company

• If media or financial analysts contact you, refer them to PR or IR team

• Include disclaimer “The views expressed on this [blog, website] are my own and do not necessarily reflect the views of [company].”

• For videos, state you are not a company spokesperson

• Do Not Post Anonymously

• Identify yourself as an employee of the company

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Collaborate• Investor Relations Department

• SEC Regulation FD as it applies to your company

• Human Resources Department• Existing Guidelines on Employee Behavior, Confidentiality and Ethics

• Legal Department• Trade Secrets, Fair Use, Copyright, Laws & Regulations

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