Board Options, Inc.

Glossary Of Issues/Questions To Ask At Board Meetings

QUESTIONS THAT MAY BE ASKED AT 1998 SHAREHOLDERS' MEETINGS

The annual meeting provides shareholders an opportunity to question management on the performance of the company and provides management an opportunity to present their views.

The purpose of this booklet is to assist management of public companies to prepare for the annual meeting of shareholders. It contains examples of questions that shareholders might ask, based on questions asked at annual meetings in recent years and considering shareholder resolutions and SEC no-action letters for the 1998 proxy season and current events. The questions are organized into major categories, each of which includes questions that are current additions (in capital letters) and questions from previous years that are believed to be of continuing interest.

This booklet is intended to be a general reference guide for companies of various sizes in many industries. Each company should consider these questions as they relate to its own particular activities.

Economic conditions affecting both companies and shareholders can be expected to generate many questions. Recent events, such as the restructurings of various shapes and sizes; the unusually high level of merger activity; the year 2000 problem; and other matters, as well as shareholders' continuing interest in corporate profitability and governance, can also be expected to raise questions.

PricewaterhouseCoopers LLP

March 1998

SHAREHOLDER MATTERS

Stock Price

Dividends

Share Ownership

Shareholder Rights

Shareholder Relations

Annual Meeting

CORPORATE GOVERNANCE

Board of Directors

Audit Committee

Code of Conduct

Independent Accountants

BUSINESS STRATEGY AND OPERATIONS

General

Derivatives and Hedging

Foreign Operations

Corporate Restructuring

Mergers, Acquisitions and Dispositions

Takeover Issues

Employee Relations

Liquidity and Capital Resources

Legal Matters and Contingencies

Environmental

Social

Political

Charitable

Internal Auditors

Internal Control

Computerized Information Systems

Future Prospects

COMPENSATION

Directors and Management

Stock Option Plans

FINANCIAL REPORTING DEVELOPMENTS

New Pronouncements

Accounting and Reporting

Shareholders'

Questions

1998

PricewaterhouseCoopers LLP

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Note: The information printed in this document may not be completely up-to-date. It was obtained from a Lotus Notes database and was last updated on 03/9/98. Hardcopy is not available. The contents of this database are copyrighted by PricewaterhouseCoopers. It was originally issued by by William A. Mooney, Managing Partner, Accounting, Auditing & SEC Services, US Firm's Stamford National Office, Price Waterhouse before its merger with Coopers & Lybrand. The two firms merged to become PricewaterhouseCoopers on July 1, 1998. Comments or questions may be directed to the appropriate department at National Office or to Lawrence Dodyk, Stamford National Office.

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