Miner still has questions to answer
Maurice Newman's report into whether Newcrest selectively briefed analysts before its announcement of multi-billion dollar write-downs on June 7 doesn't clear the company. The Australian Securities and Investments Commission is investigating what happened, and will be judge.
His report does suggest, however, that if there were disclosure sins, they were ones of omission rather than commission. It also comes up with 17 recommendations that all companies should consider if they want to avoid the disclosure morass that Newcrest is mired in.
With ASIC's investigation running, compliance officers inside broking firms and investment banks held sway. Newman says he spoke to only a few broking firms, and none of the analysts who attended meetings with Newcrest.
But he says he had access to everyone inside Newcrest, is confident relevant information was not withheld, and believes that meetings Newcrest held with analysts ahead of the June 7 announcement could not have been the source of inside information.
The investor relations executive who conducted the briefings "was not in a position to be informed about asset impairment issues or dividend payment deliberations ... this information had been quarantined from him," he says.
It's always possible that information leaked along some other conduit. ASIC will deliver the comprehensive verdict.
Newman's finding that information contained in the June 7 announcement was not in the hands of the officer who briefed analysts does suggest that rather than selectively briefing about something that was not announced, the gold miner attempted to correct an overly optimistic reading of information that was already announced: it's a crucial difference.
He believes that analysts were slow to understand the import of statements Newcrest had already made about the falling gold price, and its response.
Listed companies aren't required to set analysts straight when something like that happens. It is a matter of judgment, among other things, of how many analysts are off-beam, and how far off-beam they are.
Like many financial companies in the post-crisis environment, brokers and investment banks are bearing down on staff numbers.
Newman says analysts are being stretched to cover more companies, and that compliance red tape makes it more difficult for them to publish research that deviates from the status quo.
The failure of Newcrest's share price to more rapidly reflect a falling gold price may have reflected those factors, he says.
His analysis won't be welcomed by the broking industry. As a former boss of Deutsche Bank's investment banking business in Australia and a former chairman of the ASX, he is well placed to hold an opinion, however, and while his conclusions and recommendations are addressed to Newcrest, they apply to all companies.
Newman argues in effect that analyst error makes proactive communication more risky, and reactive, remedial action more important: and that when companies do react, they should bypass analyst briefings and use the ASX's unfiltered announcements system - to issue guidance, and to publish all briefings and presentations.
Many companies do that already, but a mid-May speech in Barcelona by Newcrest chief executive Greg Robinson that made it clear that the group was battening down the hatches was only published on Newcrest's website.
He also says, among other things, that Newcrest (read: all companies) should have more robust internal systems for producing information and reviewing its impact, should consider more extensive communications blackouts ahead of important events, have at least two executives present at analyst meetings (Newcrest had one) and work out when and how to either bring the investor relations team in on key announcements, or quarantine it.
Those are good contributions to the debate about the imperfect art of continuous disclosure. Newman's report doesn't exonerate Newcrest, but it gives all companies something to chew on.