IF THE FOLLOWING IS AN SEC "RECOMMENDATION":
(THEN ANY SHAREHOLDER MAY BE WELL ADVISED TO LOOK AT THE ADVICE, AND COULD PROBABLY BE WELL REWARDED FOR THEIR EFFORTS)
FROM: choate.com
STEPS:
"Establish a special MD&A Committee"
1. Set up a special committee for drafting and reviewing MD&A. While
the committee should be set up to accommodate the registrant's
particular culture, it should include senior officers such as the Chief
Financial Officer, Controller, General Counsel and Director of Public
Relations.
Prior to drafting the MD&A, the Committee should:
1. Identify events which had or may have a material impact on the
company's operations;
2. Identify and examine unusual or atypical financial results and
operational developments;
3. Review present and past financial statements;
4. Review board minutes issued since the previous periodic report;
5. Review the previous MD&A disclosures;
6. Review any changes in the company's operations;
7. Assess liquidity on both an historical and future basis;
8. Identify known trends, demands, commitments, events and
uncertainties;
9. Determine the materiality of any trends, demands, commitments, events
and uncertainties;
10. If possible, question key operational personnel within the company to
identify issues and risks;
11. Review the MD&A of other companies in the industry in an effort to
identify potential areas of disclosure; and
12. Discuss the above issues with the company's outside auditors.
C. When drafting the MD&A Section the Committee should:
1. Evaluate all information obtained;
2. Provide information necessary to understand the company's financial
condition, changes in financial condition and results of operations;
3. Describe any unusual or infrequent events or transactions that had a
material effect on income or expenses;
4. Specifically address the company's liquidity, capital resources, and
results of operations;
5. With respect to any known trend, demand, commitment, event or
uncertainty, apply the two-prong test set out in the 1989 Interpretative
Release to determine if disclosure is necessary;
6. When disclosure is necessary, quantify its effect to the extent
reasonably possible; and
7. Avoid confusing the disclosure requirements under Item 303 of
Regulation S-K with the prospective optional disclosure of forward
looking statements set forth in Securities Act Rule 175 and Exchange
Act Rule 3b-6.
D. Post-Drafting Procedures
1. Circulate the MD&A draft for review by key individuals, including
senior officers, the audit committee of the board of directors, public
relations personnel, outside auditors and outside counsel.
2. After senior officers, counsel and accountants agree upon the final draft
of the MD&A, submit it to the Board of Directors for its review and
discussion at a board meeting prior to filing the periodic report. |
