Poznań, 18.03.2015
FORDATA is calling for a change in „The Best Practices for WSE Listed Companies”
Due toan open debate around the new project of changes to “The Best Practices for WSE Listed Companies”, we have decided to report the ones that should be applied by the listed companies during the process of bonds issue.
None of The Recommendations or the Detailed rules of "The Best Practices for WSE Listed Companies” concerns the good practices that should be applied by the listed companies during the process of bonds issue. We believe that this is a sensitive process, especially when it comes to confidentiality of the information shared in the course of preparations. In accordance with Article 7 of the Act, from 29th of July 2005, on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies, condition of the bond issue (excluding exceptions as indicated in the Act) is to prepare professional documents by the issuer (including a prospectus).
"This process involves sharing sensitive information with consulting firms, responsible for the preparation ofthe prospectus. It usually involves several independent entities, exchanginga large number of confidential documents, including those of strategic importance for the issuer. Most challenges in this area occur during apre-IPO Due Diligence "-saidAleksandraPorębskafrom FORDATA.
More and more often, during bonds issue projects,companiesbenefit from using modernIT technologies to ensure the security of confidential information shared with advisors during preparationof the processand ensurethe transparency of the whole transaction. Virtual Data Room (VDR) is one of the most commonly used systems. Virtual Data Room became a standard tool usedduring complex and confidential transactions,including the Due Diligence, mainly carried out by legal and financial consultants,
„We have decided to recommend some new records, to point out how important is the security of strategic information for a company during such a process.Until now, any safety issues were overlooked in discussions of that type” –addedPorębska.
VDR is a specialized system forthe management of confidential documents and communication,during complex transactions. It allows transactions to be processed electronically, reducing the time and increasing the efficiency of the process. VDR guarantees a full control and security of shared information, as well as the confidentiality of all parties involved. With dedicated functions improvingpre-IPO Due Diligence, and particularly the work of legal consultants (Legal Due Diligence), VDR also improves the communicationefficiencybetween those involved in the preparation of documents required to issue the bonds.
FORDATA recommendation concerning best practices for listed companies
About: draft of changes in„The Best Practices for WSE Listed Companies”, sent for consultation on 19.12.2014 r.
Chapter: III Systems and internal functions
Recommendation III.R.2
The company should make every effort to ensure the security of information during the preparation of a prospectus(primary and secondary).
Specific Rules
III.Z.6. The company providesthe advisory companies involved in the preparation ofprospectus withtechnical tools, including modern IT technologies (eg. A Virtual Data Room) allowing a safe and controlled access to sensitive information.
III.Z.7.Board of directors in responsible for the security of confidential information shared in the course of preparation of theprospectus.
Safety of data is guaranteed by the mechanisms used in the Virtual Data Room systems which are identical with the ones used by banks. Moreover, these systems have a number of special features securing sensitive information. Starting from the fact that the Internet address of the system is available to authorized users only, through the 256-bit encryption communication algorithm (online banking services), advanced user authentication mechanisms (eg.sms codes, strong passwords), ending with the possibility to limit the number of simultaneous logins or the poolthe of IP addresses from which users can log into the system.Primarily document protection is the ability to decide who and to whatextent canaccess any documents, the ability to block printing or saving the documents to a hard drive, watermarks on documents and screenshot blockade.Each and every file is scannedwith anti-virus software and potentially dangerous files are being blocked.Systems also haveadvanced, built-inactivity reports allowing tomonitor transaction progressand the work of the advisors. It's all possible thanks to the ability to monitor which documents are being viewed by who andfor how long. There is a possibility to check what are the most popular/least popular documents and subject areas or to compare the activity of various partners. ProfessionalVDR providers work is based on the Information Security Management System, in accordance with standard ISO / IEC 27001: 2005. Certified companies express a particular concern for the safety of customer’s data and guarantee the full protection of their privacy. ISO / IEC 27001: 2005 is an international standardization of Information Security Management System in the enterprise.
FORDATA (formerly Datapoint) is a pioneer on the Polish capital market. Using our own information systems built basing on the Virtual Data Room technology, we are improving document management and communications during complex transactional processes. We support the largest M&A, IPO transactions, private equity investments, restructurings, projects associated with obtaining financing and privatizations in Poland and other countries of Central and Eastern Europe. Our systems increased safety and efficiency of hundreds of different types of transactions with a total value of over PLN 30 billion. The FORDATA services are used by the industry leaders in Poland and abroad, including Private Equity Enterprise Investors fund, NFI Empik, ZELMER, Bank DNB, BOŚ Bank, PolimexMostostal, Budimex, DM PKO BankuPolskiego, Deloitte Advisory, Ernst&Young Corporate Finance, KPMG Advisory, Śnieżka, Enea, JSW, Espirito Santo Investment Bank and many others.
Contact for media:
Aleksandra Prusator, e-mail: tel: 506 044 056
BeataMilewicz, e-mail: tel: 508 051138
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