Erstwhile management accountant? A free corporate strategy manual!

> WILL THE TRADITIONAL annual meeting of shareholders ever be the same in an era of proliferating communications technologies and Regulation Fair Disclosure? It depends.

It depends on how a company has treated Regulation Fair Disclosure: either with more open investor communications or less

What began as a year of inflated investor expectations and a surge in the number of initial public offerings, spurred largely by the Internet, ended with overly deflated expectations, helping to engender an environment in which senior management is under an unusually high level of scrutiny. Thus the spate of articles and books about CEOs getting the boot, dot-coms going bust, and a bubble of irrational exhuberance bursting.

A record 350 American CEOs quit or were fired in the last quarter of 2000. More than 1,000 left office last year. CEO job tenure is expected to be half of what it was in the 1980s, analysts predict.

At this year's annual stockholders' meeting, senior officers "will be expected to provide a link between stellar past performance and a selling vision for the future, clearly outlining promises to increase efficiency, improve quality, and/or capture market shares," says Bob Uhl, a Deloitte & Touche partner and the firm's national director of accounting research.

Whether you're in the spotlight or background of this year's annual meeting, or don't even work for a public company, you may want to look at the free book Deloitte & Touche is touting: Questions at Stockholders' Meetings (at http: //www.us.deloitte. com/stockholders).

A look through this 81page manual shows it's far more than the title implies. It reads more like a compendium to an advanced course in corporate strategy and may be useful to anyone needing to extract meaning from corporate data and create something valuable.

For starters, the book is split into two parts: 1) General Questions and 2) Industry Questions.

General questions comprise eight comprehensive sections: Company Performance, International Operations, E-Business, Mergers & Acquisitons, Social Responsibilities, Financial Reporting, Corporate Governance, and Controls. Each section has numerous subcategories of questions.

For instance, here's a glimpse of what you find under one general question, Company Performance:

* Strategic Matter--What is the company's market value? How does it compare to competitors? What specifically created or destroyed stockholder value in 2000?

* Responding to the Economy-Specifically, where is the company vulnerable to a slowdown (or contraction?) in the economy's rate of growth? Where is the company exposed to product-market risk, either final or raw goods, materials, supplies, or services?

* Addressing Product & Services Markets-Does the company have plans to enter new markets, territories, or industries? Or, conversely, does it plan to withdraw from markets and divest assets? What is the company's share of the markets it's in, and what are the plans for increasing it?

* Restructuring-What effect has restructuring had on the company's productivity, operating resuits, and competitive position in the marketplace? How does the company measure the results of past restructuring? What might be restructured in the future to remain competitive?

* Research and Development-How much is the company investing in R&D? What is it investing in? How does it finance it?

* Political and Governmental Issues-How has the company been affected by changes in the local, state, or national political climate? What strategies does the company employ to manage political issues that may affect its business?

* Operational Matters-- Why did the company's financial statements show that its cash flows increased (decreased) during the past year when its earnings decreased (increased)? Has the company explored the potential cost savings of self-insuring its employee health benefit programs? What functions have been outsourced or could be, and what have the results been?

The section, alone, on company performance closes on terrain familiar to many Strategic Finance readers, covering topics such as loan covenants, capital expenditures, risk management, cash dividends, employee stock options, and raising debt or equity capital.

Part two, Industry Questions, is structured similarly. It covers some 25 industries, providing specific commentary about market trends and conditions last year in each industry followed by sections of industryspecific questions.

For example, one industry that's been in the news is energy. "The growing demand for electricity in North America is driven by high-tech Internet-based requirements,- the commentary begins. -Over the next 10 to 20 years there may be up to 140 new gigawatts of gas-fired generation developed, compared to 11,000 megawatts added by new plants" by yearend 2001.

Next, the Deloitte & Touche manual breaks its analysis of the energy industry into the following sections. Here are some of the contents:

* Exploration and Production-Has the company replaced reserves it produced last year? What was the equivalent cost per unit of reserves purchased versus discovered through exploration?

. Oil Field Service-How will the company be affected by the ongoing consolidation among the major integrated oil companies? Does the company have appropriate levels of production capacity, inventory, and personnel relative to expected activity levels?

e Refining and Marketing-Is the company operating at maximum throughput capacity? What are the dynamics causing refining margins to be lower than expected, considering the sustained level of gasoline prices?

* Natural Gas Pipelines-- What is the company's response to the deregulating market environment? Does the company use regulatory accounting principles for financial reporting purposes?

* Energy Marketers and Commodity Risk Managers-Does the company use derivative instruments in its energy commodity hedging activities? If so, how will the Financial Accounting Standards Board Statement No. 133, -Accounting for Derivative Instruments and Hedging Activities,' affect the company's financial reporting?

Deloitte & Touche is offering everyone a gift to help ensure their participation in next year's annual stockholders' meeting.