Presenting the board in an annual report: a powerful depiction of the board of directors can speak volumes about the company's stewardship, prospects, and goals.

Author:Segal, Leslie A.
 
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The board of directors listing in the 1996 MetLife annual report is accompanied by an impressive portrait of 16 spirited men and women grouped across the bottom of two pages. In this photo, board members look as if they are taking a break from a day of serious deliberation. In their midst is the Peanuts cartoon character Lucy with a ballooned message over her head that reads, "I'm proud to offer my business know-how to the MetLife team."

MetLife is not the only company to enliven the traditionally sedate board of directors' presentation with a recognizable advertising icon. Its report may be thought of as a cousin to the 1994 Coca-Cola report, which contained a board photo that included one very happy polar bear clutching the same distinctively shaped bottle as his 14 less hirsute companions.

But, don't start turning to the corporate information pages of your annual reports looking for entertainment. Very few of today's large corporations accompany the board description with any sort of humorous or high-spirited endorsement of a company's skills or its products.

Annual reports were originally intended for fiduciary purposes. Up until recent times, their focus was on the past year's events and financial performance. The treatment of the directors' listing in those reports, and, to a degree, the composition of the board reflected that predisposition.

With the advent of new technology, and instant access to information filed with the SEC, hindsight aspects of the contemporary report have become far less important to serious investors than insight and foresight. The section of the report called the "Review of Operations" is rapidly disappearing and is being replaced by special reports that highlight a company's unique capabilities for success (or survival) in a rapidly changing world.

What with global economic uncertainties, environmental disasters, an upswing in mergers and takeovers, and radically changing markets, there is a heightened investor interest in "oversight" (in both its definitions).

Interestingly enough, while many large companies have changed the composition of their board to deal more effectively with the diminishing stability of the business environment, most have not moved far from the earliest ways of presenting their board of directors in their annual reports.

A three-year survey conducted by Addison of annual reports from Fortune 100 companies in America showed that over two-thirds list no more than the names and primary affiliations of the directors. Only a handful showed directors' years of service on the board and even fewer provided their ages. A dozen provided some extended biography and only six listed other boards on which these members serve. Even fewer give figures on share ownership.

Some of this information might be available from other sources, but the subject of this article is the corporate annual report, arguably the most important document a company sends out each year. It comprises a report on past actions, a description of present...

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