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KPMG PEAT MARWICK ADVISES DIRECTORS AND OFFICERS ON SHAREHOLDER QUESTIONS AT ANNUAL MEETINGS

           KPMG PEAT MARWICK ADVISES DIRECTORS AND OFFICERS
              ON SHAREHOLDER QUESTIONS AT ANNUAL MEETINGS
    NEW YORK, Feb. 3 /PRNewswire/ -- The Judge Clarence Thomas hearings may be old news for most of America, but corporate directors and officers can expect new questions on sexual harassment policies from investors at annual shareholder meetings this spring, advises KPMG Peat Marwick, the world's leading accounting and consulting firm.
    Shareholder activism is at its peak due to the dynamic environment U.S. businesses are working in," says KPMG Peat Marwick's Michael A. Conway, partner on charge of professional practice.  "Economic and political events, including the collapse of the Soviet Union, dramatic changes in the Eastern Europe, and a plummeting economy, will spark a hard line of questioning form shareholders."
    In the eighteenth edition of Shareholder's Questions, KPMG Peat Marwick outlines more than 500 queries shareholders may pose.  Critical subject areas include social and environmental issues, executive compensation, corporate conduct, employee benefits, internal and external auditing, and financial institutions.
    Among the questions in this year's booklet that merit special attention are:
    International Business
    -- What is the company's policy on doing business in other countries?  How does the company ensure that nothing it imports from the People's Republic of China is manufactured with forced labor?
    -- Now that President Bush announced the removal of trade sanctions against South Africa, does the company have plans to start or resume business there?
    -- Will the company benefit from recent measures to liberalize control of high technology exports to the Eastern Bloc or Western allies?
    -- Will the recent political and economic changes of the Soviet Union and Eastern Europe, as well as the U.S. trade agreements with Czechoslovakia and Poland, have any impact on the company's plans for expansions into those markets?  How would the company deal with a nonconvertible ruble or other commercial anomalies in the Soviet Union and Eastern Bloc countries?
    -- What mechanism does the company have for assessing the political risk of doing business with a given country?
    Workplace Issues
    -- What is the company doing to ensure that is has an adequate supply of educated, skilled and literate workers for the future?
    -- Does the company have a policy on sexual harassment in the workplace?  How is compliance monitored?
    -- In view of the company's poor performance and the depressed price of its common stock, why were additional stock options granted?  Is there a ceiling on the number of options that one person can hold?
    -- Does the company pay life insurance and health care benefits for retirees?  If so, how much do these benefits cost annually?  Has the company taken any steps to control these costs?
    Mergers and Acquisitions
    -- Does the company plan to maintain current levels of spending on research and development (R&D)?  Has the company considered entering into an R&D joint venture or other arrangement to develop new products?
    -- Is the company a target for a takeover?  What, if any, strategic antitakeover provisions are included in or proposed for the company's charter or bylaws?
    -- Does the company have any plans to go private or spin off any of its operations?
    Liquidity
    -- Does the company have any off-balance sheet financing arrangements?
    -- Does the company have any junk bonds in its portfolio?  Are any loss reserves recorded on the bonds?
    -- Has the company been affected by the credit crunch?
    Taxes
    -- To what degree does the company expect its tax bill to increase as state and local governments seek to balance budgets by increasing taxes on business?
    -- How will future tax legislation (including the Bush administration proposals to give businesses an additional first year Investment Tax Allowance and tax cuts for capital-intensive companies that pay the alternative minimum tax) affect the company?
    Copies of Shareholder's Questions can be obtained by contacting KPMG Peat Marwick offices
    Through 135 offices in the United States, KPMG Peat Marwick provides industry-specific professional services to a broad range of businesses. including banks, thrifts, insurance, mutual funds and investment banks, high technology, manufacturing and health care companies, as well as government, education and other not-for-profit institutions.  KPMG has more than 76,000 people worldwide and operates in 125 countries.
    -0-        2/3/92
    /CONTACT:  Beth De Lisi of KPMG Peat Marwick, 201-307-7170/ CO:  KPMG Peat Marwick ST:  New York IN:  FIN SU: SM-AH -- NY036 -- 6155 02/03/92 11:48 EST
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No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1992 Gale, Cengage Learning. All rights reserved.

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Publication:PR Newswire
Date:Feb 3, 1992
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