jv accountability and director orientation feb 10 r0

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  • 8/8/2019 JV Accountability and Director Orientation Feb 10 R0

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and preparefor tomorrows challenges

    2

    Acme Holdings Limited

    Joint Ventures andPartnerships

    Director Orientation

    NOTEThese materials are owned by EduVision Inc. Certified Management Consultants, and arean example of the work provided to clients in our area of governance, board and managementdevelopment including partnerships and joint ventures. For more information see our web siteatwww.eduvision.ca

    http://www.eduvision.ca/http://www.eduvision.ca/http://www.eduvision.ca/http://www.eduvision.ca/
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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and preparefor tomorrows challenges

    3

    BACKGROUND TO JOINT VENTURES

    In this document a partnership or joint venture is a formal business agreement between twoparties who have come together for mutual benefit. Each party contributes to thearrangement, some level of unique capability. The goal is typically to create a business resultthat is greater than either partner could achieve individually.

    Key Success factorsA joint venture or partnership is a success when each partner is satisfied that its owninterests are being taken into account in a balanced manner, for the good of the mutual

    relationship. This ongoing satisfaction can only typically be achieved if the expectations areagreed upon early in the process, and continually assessed and validated.

    Importance of early identification of business goals andexpectationsMany joint ventures and partnerships run into problems over time and this can result in theefforts being disbanded. Some of these problems can be eliminated if the following areidentified and agreed early in the process.

    Clear identification of the purpose of the business arrangement

    Clear definition of roles and responsibilities of each party Shared approaches to the values that underpin the way we do business together Effective continuity of those involved in the venture Clear and ongoing communications between the parties Clearly defined and agreed benefits and outcomes of the arrangement Open and honest discussions on a regular basis between the parties Linkages between the partner organizations at both operational and strategic levels

    This briefing document sets out traditional approaches and expectations from Acme HoldingsLimited when entering into this type of arrangement. We believe that in sharing ourexpectations with our partners, we can enhance and build mutual beneficial relationships thatare long lasting, flexible and deliver positive results.

    In this document the term partnerships and joint venture are used interchangeably to reflect abusiness entity created as outlined above.

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and preparefor tomorrows challenges

    5

    feedback should be conveyed to the board to provide assurance that the expectationsare being met.

    The appendix lists typical areas that Directors might be liable for, within various types oflegislation. In addition the Acme Holding Limited statement of corporate values is attached,as an expectation of what should be included within the codes of each business.

    Continuity and succession planning Directors are responsible for the protection of the shareholders investment, as well as

    the sustainability of the business for mutual benefit; Directors are expected to ensure that the business achieves this through the constant

    review of strategic business plans, including clear succession plans for seniorbusiness unit managers;

    Continuity of purpose of the board also contributes to the clarity and stability of

    direction of the business, and the board collectively must ensure that members workin a cooperative and collaborative manner.

    Succession plans for board members is the responsibility of the Chair person of theboard; subject to requirements in the business legislation, candidates for the boardmust be selected that have the qualities required for working with their partners in aproductive manner.

    The appendix provides a typical matrix used by boards in the selection of board succession.This may be modified as each business unit requires.

    Clarity of the Mission, Vision and Values of the Business The Board of directors is jointly responsible for the creation and communication of a

    clear mission and direction for the business, to those responsible for day-to-daymanagement; wording used may vary (e.g. a vision statement) but the expectation isthat the mission defines what the overall purpose and goal of the organization is tobe.

    Recognizing that business changes over time based on both internal and externalfactors, directors such ensure that the mission is broad enough to allow the businessmanagement to operate effectively, but clearly defined to ensure that the boundariesexpected by the shareholders of the business are not exceeded;

    The mission statement must link clearly with the delegation of authority provided tothe business management (including the managing partner or CEO, generalmanager, president and / or members of the management team) to ensure thatdecisions that might exceed the scope of the mission are brought to the board.

    While the mission defines what the business is to do, the corporate values definehow it is to conduct itself in executing such mission; thus both statements rankequally in importance, from a board accountability perspective.

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and preparefor tomorrows challenges

    6

    An example of a typical mission statement is shown in the appendix, from which the businessunit can adapt its own version. Note that this should be approved by the board andshareholders, regularly reviewed and updated and broadly communicated.

    Appointment, Role and Responsibility of a Managing Partner The Board must ensure clear accountability and segregation, between its oversight

    role, and the responsibility of day-to-day management of the business. Typically this would be exercised through a CEO who sits as a board member,

    however in partnerships and joint ventures this position often does not exist andtherefore the board appoints, by mutual agreement, one of the partners to be themanaging partner who has responsibility for this linkage between board directionand management execution;

    The role of the managing partner must be clearly defined and documented, and wellunderstood by the board;

    Typically when a joint venture includes a partner who is buying the service of the joint venture and a partner who is supplying the management expertise in themanaging of the products or services being provided it is the latter board memberwho will be the designated managing partner so as to minimize conflict of interest,and align the external sharing of expertise of this partner from other equivalentbusiness units.

    An example of a typical list of responsibilities and accountabilities of a managing partner isdefined in the appendix.

    Operational management and the Role of the General Manager Each business unit will require an individual whose responsibility is the day-to-day

    management of on site operations of the business; The appointment of this individual is typically defined within the agreement that

    creates the business unit between partners; This general manager will typically be responsible to the managing partner for

    accountability to the board on managing the business; The general manager together with the managing partner will be responsible for

    ensuring that an annual business plan is presented to, and agreed by the board. Thisforms the performance contract between the board and management;

    The general manager together with the managing partner will ensure that a systemfor performance measurement and feedback comparing actual results to the plan is inplace for effective oversight and accountability *(see next section on the boards rolein business planning);

    The general manager will, as part of their overall responsibilities, also develop andmaintain close relationships with the non managing partner, typically in their role asthe primary customer;

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and preparefor tomorrows challenges

    7

    The appendix provides a list of qualities of a typical general manager together with an outlineof a position description.

    Board evaluation and measurement of value Directors and the board must have a process in place to ensure that they are

    effective in adding value to the business; Boards will define measures for their success and will review their performance

    against these criteria on an annual basis and identify areas for improvement;

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and preparefor tomorrows challenges

    8

    BUSINESS PLANNING AND MONITORING

    The Board of any business has prime responsibility for oversight, but must limit its role to thestrategic direction of the business, leaving day-to-day operations to the business unitmanagement, in particular the general manager.

    In order to be effective in this role, the Board must clearly define and agree on the businessgoals and objectives, based on input from management and shareholders, as well asconsideration of other factors. The Board, in its planning will typically consider issues such asthe impact of issues and realities relative to the political, economic, social, technical, legaland environmental situation (PESTLE).

    Development and agreement of business plans Based on the mission and values of the business, the board must ensure that an

    effective process for business planning is in place; The process for planning must take place on an annual basis and include:

    o Board review and confirmation of the organizations mission and values;o Review of shareholders expectations of the business;o Changes in the business environment (see PESTLE above);o Review of the organizations strengths, weaknesses, opportunities and threats

    that focuses on changes that may have occurred and need updated responses;o Previous years actual performance of the business;o Other stakeholder inputs (e.g. 3rd party customers, suppliers, community);

    From this the board must determine key critical issues for the business that must beaddressed;

    Using the information above the board will develop a number of clearly defined andmeasurable business objectives for the planning period;

    The business plan should typically cover a minimum of three years, with detailedfinancials forming the budget for the upcoming financial year;

    A typical schematic of a process for business planning is included in the appendix. Inaddition a more detailed outline of the key board responsibilities for planning is included inthe appendix.

    Review and assessment of actual performance The business plan and the budget will form the basis of performance expectations

    between the board and management; The board will determine what level of reporting is required by management to the

    board, and will set out reporting dates and information required;

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and preparefor tomorrows challenges

    9

    The managing partner will oversee management for regular operations of thebusiness, and will work with the general manager to ensure that all informationrequired by the board is available before the board meetings;

    The managing partner will work with the general manager to ensure that where actualperformance varies to plan, clearly defined corrective actions have been determinedand are being implemented by management.

    Fostering creativity innovation and improvement The board must ensure that the business operates on the basis of continual

    improvement in everything that it does; this requires actions to foster innovation andcreativity;

    The board must ensure that the general manager has the scope and opportunity toexplore new and innovate opportunities to develop the business and enhance itsperformance;

    The board is expected to continue to assist in making available the skills, expertiseand experience of their relevant shareholder organizations to the joint venture in thespirit of cooperation and collaboration to ensure that the business develops andgrows as an independent organization;

    Directors, in working to achieve this expectation are expected to balance theindividual needs of their respective shareholders, with their responsibility ofresponsible stewardship for the joint venture as an independent business unit.

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and prepare fortomorrows challenges

    ACME HOLDINGS

    AN EXAMPLE OF ORGANIZATIONAL VALUES

    To be environmentally responsible

    To be an ethical organization

    To build mutually beneficial external relationships

    To be recognized as a leader in technology and innovation

    To be recognized as a supplier of high quality products and services

    that create a competitive advantage

    To be recognized as a leader in our relationships with employees

    To maintain a small company mindset

    To exercise responsible stewardship consistent with sustainability

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and prepare fortomorrows challenges

    TYPICAL RESPONSIBILITIES OF DIRECTORS

    Directors are appointed by the shareholders or owners (typically a public or private company) orother key stakeholders (boards of non-profits, agencies, government organization etc.). The intentof such appointments is so that the directors will act on behalf of those it represents to protect theirinterest. What does this mean for a director?

    1. Duties of the director are primarily owed, under the law, to the corporation of which they area director, however

    2. Each director also owes a duty of responsibility to those whom he or she represents, and inaddition (especially as the law has been interpreted recently) we see that,

    3. A director holds a duty of responsibility to other stakeholders including society as awhole

    Thus a director is placed in a challenging position of ensuring that they exercise due care anddiligence and act in good faith in the affairs of the business, while balancing the above threeareas of accountability. In order to effectively carry out this role, directors responsibilities willtypically include the following (in addition to the statutory / legal obligations set out in the nextsection).

    Exercise responsible stewardship of the corporation, which typically includes:

    o ensuring an effective business planning process and plan is in place;

    o Identification of business risk and ensuring that effective systems are in place tomanage these risks,

    o ensuring that effective management is selected and in place for the day to dayaffairs of the business,

    o Ensuring that there is clear accountability to the board through an executive officerresponsible as a member of the board for management affairs,

    o Ensuring that there is adequate succession planning in place, and training anddevelopment of key senior management,

    o Ensuring effective communications within the board, between the directors / boardand shareholders (including minority) and between the board and management,

    o Ensuring the integrity of the system of management control, including internalcontrols and regular reporting to the board against business plans.

    To participate as a director on the board in a mature, active, involved, cooperative and openmanner, with full and open disclosure and discussion;

    To act with integrity and personal accountability;

    To be informed on the affairs of the business and its environment; To be financially literate so as to fully understand the financial affairs of the corporation

    (including assigning responsibility to a committee of the board such as an audit committeeto ensure adequate application of knowledge);

    To act with high personal standards as to preparation for board meetings, timeliness,participation and the exercise of adequate due diligence

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and prepare fortomorrows challenges

    TYPICAL LEGAL LIABILITIES OF DIRECTORS

    Legal liabilities of directors are normally defined in company legislation; joint ventures andpartnerships will be registered in the country in which they operate so directors of any ventureshould ensure that they are familiar with the applicable statutory requirements. In addition directorswill also be liable for other acts of the corporation defined under legislation such as tax, healthand safety, environmental and others.

    Under typical corporate law, the following are examples of directors liability (note that in severalcases and the examples given, the interpretation has been made by the Acmes based upon legalinterpretation of the intent of the legislation):

    To act honestly and in good faith with a view to the best interests of the corporation; i.e.o Not putting themselves in a position of personal conflict of interest,o Not acting solely in their interest of their shareholder versus the interests of the

    corporation of which they area director;o To be transparent in their actions i.e. open in their actions,o Not to become involved in insider trading (using knowledge of the business for

    personal gain) To exercise due care, diligence and skill that a reasonably prudent person would exercise

    in comparable circumstances; i.e.o Exercise responsible fiduciary oversight directors can become liable to employee

    if the company becomes insolvent and debts are due to employees, To ensure compliance with any requirements defined within the governing companys act To consider the long term interests of the corporation (and not just the current and short

    term interests of shareholders Legislative Acmeinterpretation of in the interests of)

    Other law may impose personal liabilities on directorssuch as the following:

    Failure to ensure payment of taxes and equivalent amounts required under the law togovernments when due (e.g. payroll deductions, sales taxes, income taxes etc.);

    Injury caused to employees while at work due to failure to adequately provide for safeworking conditions or take action when such issues have been identified (N.B. some

    jurisdictions now impose criminal liability on directors for the death of employees in suchcircumstances);

    Failure to ensure that zero emissions or contaminations are caused by the organization incontravention of either heath and safetyand / or environmental legislation;

    Failure to ensure the adequacy of process controls and / or design validation on products orservices that later cause harm or damage to consumers and / or customers or thecommunity at large;

    Failure to file documents and / or reports required under regional or national securitieslaws (e.g. annual filings, post audit filings of financials etc.);

    Failure to ensure that privacy legislation has been implemented and is being compliedwith by the organization;

    Failure to discloserelevant information to auditors or others, especially in association withthe issue of securities and in any mergers and acquisitions;

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and prepare fortomorrows challenges

    TYPICAL SELECTION CRITERIA FOR BOARD MEMBERS

    In executing their unique role as directors of a joint venture or partnership, the individualsdesignated to this role must be able to demonstrate the following qualities:

    Objective Committed to the values

    Impartial Committed to the business mission

    Clear communicator Collaborative and cooperative approach

    Balanced Delivers results while respecting values

    High inter-personal skills Industry knowledge

    Trust and integrity Open

    Honest Ethical

    These qualities become important not just as traditional leadership skills, but because in a jointventure and partnership, coordination and cooperation are key to success in merging the interestsof differing partners. This is particularly critical in balancing shareholder needs with those of thebusiness itself.

    Boards often use a matrix, such as the one shown below when selecting directors to ensure thatthe board is well balanced and has adequate representation of the required education, skills,attitudes and experience to ensure effective decision making.

    Competency / Director

    D

    irector1

    D

    irector2

    D

    irector3

    D

    irector4

    D

    irector5

    Industry Knowledge

    Non Executive participant

    Marketing / branding expertise

    Political connections

    Client connections

    Supplier / Supply Chain expertise

    Financial / Accounting / Audit

    Technology / Systems

    Legal and Compliance

    International trading

    Human Resource Management

    Quality / Process management

    Line Management experience

    Social / Society involvement

    Environmental specialization

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and prepare fortomorrows challenges

    TYPICAL MISSION STATEMENT FOR A BUSINESS

    How should I write a Mission Statement?

    Here are some basic guidelines in writing a mission statement:

    A mission statement should say who your company is, what you do, what you stand for andwhy you do it.

    An effective mission statement is best developed with input by all the members of anorganization.

    The best mission statements tend to be 3-4 sentences long. Avoid saying how great you are, what great quality and what great service you provide.

    Examine other company's mission statements, but make certain your statement is you andnot some other company. That is why you should not copy a statement.

    Make sure you actually believe in your mission statement, if you don't, it's a lie, and your customerswill soon realize it.

    EXAMPLE OF ACME HOLDINGS MISSION

    Acme Holdings Limited is committed to be a growing family

    business that maintains and sustains its future success through

    leading and managing consistently to its values.

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and prepare fortomorrows challenges

    MISSION

    MARKETINPUT

    BUSINESSVALUES

    (considered at

    all stages as a

    support to thebusiness plan

    and actionplans)

    SWOT

    ANALYSIS

    CRITICAL

    SUCCESSFACTORS

    STRATEGIC

    BUSINESS

    OBJECTIVES

    KEYPERFORMANCEINDICATORS

    GENERALMANAGERSPLANS

    OPERATIONAL

    PLANS ANDACTIONS

    MEASUREMENT ACTION

    BUDGETS ANDFINANCIALSRESULTS AND

    FOLLOW UP

    BOARD

    APPROVAL

    Managing Partnerand board

    responsibility

    General Manager

    and staff

    responsibility

    KEY

    MISSION

    MARKETINPUT

    BUSINESSVALUES

    (considered at

    all stages as a

    support to thebusiness plan

    and actionplans)

    SWOT

    ANALYSIS

    CRITICAL

    SUCCESSFACTORS

    STRATEGIC

    BUSINESS

    OBJECTIVES

    KEYPERFORMANCEINDICATORS

    GENERALMANAGERSPLANS

    OPERATIONAL

    PLANS ANDACTIONS

    MEASUREMENT ACTION

    BUDGETS ANDFINANCIALSRESULTS AND

    FOLLOW UP

    BOARD

    APPROVAL

    Managing Partnerand board

    responsibility

    General Manager

    and staff

    responsibility

    KEY

    TYPICAL PROCESS OF BUSINESS PLANNING

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and prepare fortomorrows challenges

    ROLE AND RESPONSIBILITY OF A MANAGING PARTNER

    As shown earlier the prime responsibility for legal compliance as well as exercising responsiblestewardship, acting in good faith and exercising due care, skill and diligence is an individualresponsibility of every director, it is impossible for all directors to have the level of day-to-dayinvolvement in the business that would allow them to achieve this through their own personal effort.In addition, management would become distracted by responding to many different questions andenquiries that would result in losing sight of their own primary responsibility. Thus someone istypically assigned by the board to take on this core oversight role on behalf of the board as awhole.

    The roles and responsibilities of a managing partner would reflect to a high degree thosetraditionally seen in a CEO or Chief Executive Officer. In developing these, it is assumed that theoperating business unit(s) that are within the mandate of the board each have their own generalmanager responsible for day-to-day business management. Specifically the following outline mayassist in developing a framework for a managing partner (MP):

    Selection and recommendation of the business unit(s) general manager for approval by theboard and development of mutually agreed compensation, incentive and performanceagreements (and those of other key management positions if the board so defines);

    Orientation, training and continued leadership and professional development of the generalmanager;

    Responsible to the board and to the general manager of the business unit for effectivedevelopment of realizable business goals and objectives, captured within mutually agreedbusiness plans;

    Responsible to the board through reporting and feedback, for ensuring that board plans anddirection are being translated into operational action and outcomes within the business unit;

    Responsible to the board for ensuring that over-riding criteria such as business mission andvalues are being adhered to in the day-to-day operations of the business;

    Responsible to the board that all areas of delegated statutory compliance (e.g.environmental, health, safety, statutory reporting etc.) are in compliance within the businessunit;

    Identification to the board, and leading discussions to resolve areas of risk managementthat exist in the business and impact the future sustainability of the business (e.g. customer,product, process, personnel etc.);

    Developing impartial advice and guidance, and seeking mutually acceptable solutions, withboth the board and the business unit, that protect the strategic interests of the business, inparticular where the issues may transcend the interests of individual partners;

    Ensuring that delegated authority to management in areas such as lending / borrowing;capital expenditure and other investment thresholds; long term contracts and agreementswith customers and suppliers etc. are continually complied with;

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and prepare fortomorrows challenges

    TYPICAL POSITION DESCRIPTION FOR A GENERAL

    MANAGER

    OutlineThe General Manager represents the shareholders interests and will be responsible andaccountable to the Board for the effective operations of the business. In addition the GeneralManager will be responsible to a nominated representative of the Board and will work with thisindividual to develop and implement business plans for agreement with the Board.

    Specific ResponsibilitiesIn performing their role the General Manager will focus on both the delivery of effectiveperformance results in areas such as revenue, profitability and cash flow as well as the creation ofa business culture that is consistent with the organizations business values. Specific areas ofaccountability will include:

    Providing overall leadership to the business unit through high quality and consistentperformance in all key areas of leadership skills that provides a culture through which allother business objectives can be achieved.

    Develop and maintain a positive customer focus including continuing contact andrelationships; development and achievement of mutually acceptable production targets forvolumes, quality and delivery; continual identification of areas for improvement andinnovation and opportunities to grow business.

    Develop and maintain a high quality human relations environment through effectivepractices in staff hiring, training and development, competitive compensation and benefits,clear expectations and performance objectives and effective coaching and feedback.

    Establishing, maintaining and improving all areas of operational management so as toachieve cost effective processes, high quality and zero defects with zero customercomplaints or rejections, and zero accidents combined with a high level of compliance withstandards in areas such as quality, environmental and safety.

    Protect, maintain and enhance assets of the organization, including implementation ofeffective maintenance systems and managing work loads and new business opportunitiesso as to optimize available capacity.

    Optimize cash flow consistent with annual business plans through effective managementof areas such as billing and collections of customer accounts; minimization of excess(owned) inventories and negotiation of supplier contracts.

    Ensuring effective corporate governance through the identification of business risks andthe implementation of controls as and where required, including assurance of compliancewith all statutory requirements in all areas and with corporate policies in discretionary areas.

    Using a combination of personal technical knowledge as well as guidance and advicefrom the Acme group network and other sources to continually identify and implement areasof innovation and continual improvement.

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    Providing Managers with education, tools and training to solve todays problems, and prepare fortomorrows challenges

    Act as the company representative with 3rd parties, in areas as agreed with shareholderssuch as auditors, bankers and others

    Act in all things with innovation and creativity expected of an entrepreneur within the scopeof the business mission and mandate as agreed with the board, including recommendations

    of changes to business strategy based on expected knowledge and understanding of localand broader industry and economic conditions.

    Manage the day to day business to achieve and exceed the performance objectivesestablished within business plans and budgets, including targets for financial, production,quality, customer satisfaction and other key areas.

    Working independently and with others where required to identify new customers andgrowth opportunities with existing customers that can be obtained to grow the business.

    Participate as a team member in activities with peer managers in Acme Holdings todevelop personal management and leadership capabilities and to contribute to the overallgrowth of the business and to the strengthening of the competitive advantage of the Acme

    network of companys.

    General Managers responsibilities may vary from time to time as business conditions require (e.g.projects, issues and group or client activities) and individuals are expected to manage their workload to accommodate such variations to their plans and activities and to advise their immediatesuperior in cases where such requirements are seen to jeopardize the effective execution of theirspecific responsibilities.

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    EduVision Inc.

    Certified Management Consultants

    OUR MISSION

    Providing Managers with education, tools and training to solve todays problems, and prepare fortomorrows challenges

    EXAMPLE OF BOARD ROLE IN BUSINESS PLANNING

    The schematic shown earlier provides an overview of the steps in a business planning process,including both the boards role and that of the general manager and their staff. The following stepswill help directors understand key steps in exercising their own effective participation in thebusiness planning process. In order to exercise responsible stewardship in ensuring that aneffective business plan is in place directors must:

    Have a clearly defined understanding and agreement of the mission of the business;

    Have a clearly defined set of behavioural expectations for the conduct of the business;

    Be up to date an aware of the current and past performance of the business unit, and keyaspects of its capability e.g. products and services offered, technical capability, equipmentcapacity etc.

    Be aware and up to date, on the environment within which the business operates,including:

    o Customers and their changing needs and expectationso The industry within which the business operateso The political environment and pending issues that may impact the businesso The economy both locally, regionally, nationally and that which impact the business

    as a whole i.e. maybe globallyo Social trends and implications e.g. population impact, social expectationso Technology changes that impact the business directly and indirectlyo Legal aspects impacting the business such as changes in liabilitieso Environmental aspects relative to legislation, the process and the products and

    serviceso (Note often the above are collectively referred to as PESTLE)

    Be aware and up to date on the affairs of the business itself, in particular:

    o Its strengths (what gives it a competitive edge and must be sustained)o Its weaknesses (areas that action should be taken or of particular risk)o Its opportunities (areas where the business might grow and develop), ando Its threats (changes that area taking place that action may be taken to guard against

    future implications)

    Be clear of the core success factors that the business must focus on to ensure its continuedviability

    The creation and communication to management of clear and measurable objectives forbusiness performance

    The development and use of a key performance indicators that the board will review on aregular basis that cover the key areas of on going business performance critical for theachievement of strategic and operational objectives;

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    It is the responsibility of Directors individually and the board as a whole to be aware of theseaspects of the business and to ensure that the framework within which management is expected tomanage and deliver results is clearly defined.

    Finally, the board would typically ensure that a general managers compensation program wouldbe clearly tied to sustaining the business mission and values and delivering on the businessobjectives.

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    OUR MISSION

    Providing Managers with education tools and training to solve todays problems and prepare for

    NICK A. SHEPHERD, FCMC; FCGA; FCCACertified Management Consultant

    President EduVision Inc.

    Summary biography

    Nick Shepherd, FCMC, CGA, FCCA has more than 40 yearsof business experience and since 1989 has been running hisown management consulting and professional developmentcompany, EduVision Inc. that provides managementconsulting and development services to public and privatesector organizations.

    A Fellow of the Institute of Certified ManagementConsultants of Ontario (FCMC - Honour Roll), and PastPresident of the Institute, Nick is Past Chair of the NationalCertification Committee for all Institutes of ManagementConsulting across Canada; is Past Chair of the ProfessionalStandards Committee of the International Council ofManagement Consulting Institutes (ICMCI) and is currentlyone of three Canadian trustees for ICMCI. Nick has been aCGA (Certified General Accountant) for over 25 years andreceived his Fellowship award in 2009, Nick is a Fellow ofthe Chartered Association of Certified Accountants (FCCA UK), a senior member of the AmericanSociety for Quality and Past Chair of the Quality Costs Committee of the Management QualityDivision and a Fellow of the Chartered Management Institute of the UK. Nick is also a member ofMensa.

    Nick is a well known professional development facilitator, and teaches both the national 3 dayControllers Program and the 2 day Advanced Controllers program; Nick also presents manyprofessional development workshops across Canada on an annual basis. In 2006 Nick receivedthe Presidents Award for Education from the Certified General Accountants of British Columbia.

    Nick is the author of the book Governance, Accountability and Sustainable Development thatdeals with Governance issues for the 21st century, and is published by Thomson Carswell, thisbook adds to a number of other books and many articles that Nick has also written. Nick was oneof a group of global contributors to the IFAC report on Sustainability entitled ProfessionalAccountants in Businessat the heart of Sustainability. Nick has also authored the publicationsValues and Ethics: From Inception to Practice and The Evolution of Accountability Sustainability Reporting for Accountants published by the US Institute of ManagementAccountants. Nick has also developed mandatory Ethics courses for members and students of theCertified General Accountants of British Columbia. Nick is also working on a new bookRelationships and Behaviour Based Leadership that focuses on Values and Ethics.