Poznań, 18.03.2015
FORDATA is calling for a change in „The Best Practices for WSE
Listed Companies”
Due to an 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 of the prospectus. It usually involves several independent entities, exchanging a large
number of confidential documents, including those of strategic importance for the issuer. Most
challenges in this area occur during a pre-IPO Due Diligence "- said Aleksandra Porębska from
FORDATA.
More and more often, during bonds issue projects, companies benefit from using modern IT
technologies to ensure the security of confidential information shared with advisors during
preparation of the process and ensure the transparency of the whole transaction. Virtual Data
Room (VDR) is one of the most commonly used systems. Virtual Data Room became a standard
tool used during 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” – added Porębska.
VDR is a specialized system for the 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 improving
pre-IPO Due Diligence, and particularly the work of legal consultants (Legal Due Diligence), VDR also
improves the communication efficiency between 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 provides the advisory companies involved in the preparation of prospectus with
technical 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 the prospectus.
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 pool the of IP addresses
from which users can log into the system. Primarily document protection is the ability to decide who
and to what extent can access 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 scanned
with anti-virus software and potentially dangerous files are being blocked. Systems also have
advanced, built-in activity reports allowing to monitor transaction progress and the work of the
advisors. It's all possible thanks to the ability to monitor which documents are being viewed by who
and for 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. Professional VDR 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,
Polimex Mostostal, Budimex, DM PKO Banku Polskiego, 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: aleksandra.prusator@fordata.pl tel: 506 044 056
Beata Milewicz, e-mail: beata.milewicz@letson.pl tel: 508 051 138
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