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KALAMAZOO, Mich., March 4.A decade ago—back in 1987—the Securities and Exchange Commission ordered that corporations (in the U.S., at least) henceforth would be expected to make more meaningful what had been treated as boilerplate: back-of-the-book material entitled "Management’s Discussion and Analysis of Operations."
The boring, dry MD&A, in corporate jargon, "too often updated at the printer" rather than rewritten to contain timely, informative data for stockholders. Sid Cato, who publishes a monthly Newsletter on Annual Reports, serving the annual report industry worldwide, said the SEC’s order "was greeted with yawns." That, in the March issue (No. 175) of his long-running publication. He said the SEC "Speaks loudly and carries a tiny, tiny stick," contrary to Theodore Roosevelt’s advice to "Speak softly and carry a big stick."
Cato praised PepsiCo, Mobil and Monsanto for their efforts to improve the MD&A. The others? "None give a damn, frankly," said Cato. He said "You can count on the fingers of two hands the number of corporations, here and abroad, that paid any attention whatsoever to the SEC’s decade-ago admonition." Among them, "in addition to the three mentioned":
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