Ceo - A To Z

CEO Position reports to., Board of Directors Primary objective Manage and direct the organisation to achieve optimum profitability and effective use of business assets and human resources. Develop and review policy, and plan, organise and control major functions relating to the operation and administration of the organisation through subordinate executives. Specific accountabilities Direct the policy and operations of the organisation for the achievement of short and long term business/policy objectives, increased profit, or market share. Establish organisation objectives, policies and programmes and, if appropriate, set standards and targets. Analyse economic, social, technical, legal and other data or trends. Prepare or oversee the preparation of consolidated budgets, required reports and forecasts and present them or recommend their adoption to the Board/parent company or governing bodies. Appraise the activities of the organisation according to strategies and objectives, and monitor and evaluate performance. Consult with subordinate staff and review reconnnendations and reports. Co-ordinate subordinate staff to optimise the use of human and material resources to achieve goals, and resolve conflicts between areas of responsibility. Oversee the development and implementation of all organisational activities to protect the funds invested and the interests of share holders. Ensure the security and development of assets and resources. Represent the organisation in negotiations, at conventions, seminars and official occasions, and liaise with other organisations (eg. major suppliers, customers, industry associations and government representatives). Authorise funds to implement policies, programmes and business strategies. Provide overall direction and management of enterprises, including personnel, technological resources and assets. Select, or approve the selection and training of senior executives. Establish lines of control and delegate responsibilities to subordinate staff.

May undertake responsibility for some or all of accounting, sales, marketing, human resources or other specialist operations in smaller establishments. Ensure all the organisation's activities comply with relevant Acts, legal demands and ethical standards. ========================================== ======== ========================================== ======== === CEO COMPETENCIES Leadership Skills [ 20%] weightage Communicates a compelling Vision and sense of core purpose, enlisting staff and others, and inspiring their allegiance to its fulfillment. Espouses an appropriate set of core values and beliefs during both good and adverse times, and acts consistently in line with those values. Practices what he preaches. Creates a climate conducive to an attitude of integrity, trust and professionalism, irrespective of job role, such that everybody wants to do his/her best. Motivates staff to perceive their jobs as an avocation, much as they feel about pastimes, and to find ways for them to experience the same kinds of satisfaction. Communicates with, motivates and coordinates the efforts of a large and influential force of member-volunteers supplemental staff, ensuring that they participate in development and effective implementation of programs that are needed and wanted by members. Helps others to rise above self-limiting mindsets and constraints to make full use of their capabilities. Encourages an attitude of lifelong learning to develop new skills that enable continued personal and career growth. Builds team spirit, effectively blends people into teams when needed, and develops an appreciation for the value of the diversity that is generated by team cooperation. Management Skills: [ 25%] Sets standards of performance; gives feedback on performance, or lack thereof, to those standards; coaches for improved performance and development. Oversees projects and delegated assignments to ensure they

are completed on schedule and within budget, and that results meet defined expectations. Relishes the command role, including unpopular stands as necessary, encourages debate, deals directly with adversity, and handles timely decision-making in an equitable and caring manner. Prepares, implements, monitors and adjusts budgets to remain within approved expenditure limits. Establishes and uses records, reports and other techniques to identify and track performance accountabilities. Defines tasks, selects assignees, negotiates performance parameters and priorities, delegates authorities & accountabilities, supports rigorous problem-solving disciplines, and manages progress. Attends to workplace and employment concerns and regulatory considerations, to ensure employees have a wholesome environment conducive to high performance and employment longevity. Listens actively, speaks and writes clearly and succinctly suitable for a variety of applications and settings, and communicates to get the message across and achieve desired results. Interpersonal Skills: [ 15%] Relates to all kinds of people, uses diplomacy and tact, is able to diffuse tense situations, and builds rapport and constructive relationships. Exercises patience and tolerance, and characteristically listens and tests to understand both the data and the people ramifications before acting. Displays compassion about people’s work and non-work difficulties and is available to help; and is composed under pressure, dealing well with frustrations and not becoming defensive or aggressive. Skilled at finding common ground to solve problems, and accurately reads conflict situations quickly and hammers out cooperative agreements with minimal disruption. Knows personal strengths and limits and handles them appropriately, and assesses the need to modify personal behaviors to deal with changing demands and personalities. Displays approachability and a positive and constructive

sense of humor, and is able to ease tensions. Organization & Planning Skills:[ 20%] Marshals resources and uses them effectively and efficiently to orchestrate multiple activities and get things done. Copes effectively and shifts gears comfortably dealing with change, maintains composure amidst uncertainty and can simultaneously manage multiple activities. Scopes out accurately the difficulty of projects, sets objectives and goals, breaks down work into process steps, develops schedules and assignments, establishes measures and evaluates results. Looks toward the broad perspectives of issues and challenges, can presuppose future scenarios, and thinks globally. Sees ahead clearly, can articulate credible pictures of possibilities and likelihoods, and can create breakthrough strategies and plans. Facilitates effectively the business processes and tasks activities of large, diverse workgroups comprised of staff and volunteers. Results Orientation: [20%] Focuses on customer service and is dedicated to meeting requirements and expectations of internal and external "customers". Acts with customers in mind, gaining their trust and respect, and establishing and maintaining effective relationships. Exudes energy, is action oriented, enjoys working diligently, and can act with a minimum of planning in the face of uncertain circumstances. Consistently can be relied on to achieve or exceed goals and is very bottom-line oriented, steadfastly urging himself and others for results. ========================================== ======== CEO SKILLS AND ABILITIES Analysis Securing relevant information and identifying key issues and relationships; relating and comparing data from different

sources; identifying cause/effect relationships. ------------------------------------------------------------------------------------------------------------Judgement Committing to an action after developing alternative courses of action that are based on logical assumptions and factual information and that take resources, constraints and organisational values into consideration. --------------------------------------------------------------------------------------------------------------Decisiveness Making timely decisions judgements; taking actions when appropriate; committing to position ---------------------------------------------------------------------------------------------------------------. Technical/Professional Knowledge Having achieved a satisfactory level of technical and professional skills/knowledge in job-related areas; keeping abreast of current developments and trends in areas of expertise. ------------------------------------------------------------------------------------------------------------Planning and Organising Establishing a course of action *or sequence of activities to accomplish a specific goal; planning proper assignments of people and allocating resources; communicating expectations about tasks and deadlines; developing contingency plans focusing energy and time on priority goals, requirements and problem areas. ----------------------------------------------------------------------------------------------------------Individual Leadership Using appropriate interpersonal styles and methods to inspire and guide individuals towards goal achievement; modifying behaviour to accommodate tasks situations and individuals involved. -------------------------------------------------------------------------------------------------------------------Teamwork/Collaboration Active participation in, and facilitation of, team effectiveness; taking actions that demonstrate consideration of the feelings

and needs of others; being aware of the effect of one's behaviour on others. ---------------------------------------------------------------------------------------------------------------Sensitivity Taking action that indicates a consideration for the feelings and needs of others; being aware of the impact of one's behaviour on others. -----------------------------------------------------------------------------------------------------------Meeting Leadership (Facilitation) Using appropriate interpersonal styles and methods to motivate and guide a meeting toward its objectives; modifying behaviour according to tasks and individual present. --------------------------------------------------------------------------------------------------------Developing Organisational Talent Developing a subordinate's skills and competencies by planning effective development activities related to current and future jobs. Considering the individual's motivation, interests, current work situation, and personal circumstances. Sales Ability/Persuasiveness Gaining agreement or acceptance of an idea, plan, activity, product or service by using appropriate interpersonal styles, approaches and forms of communication. --------------------------------------------------------------------------------------------------------------Motivation Fit The extent to which job activities and responsibilities, the organisation's mode of operation and values, and the community in which the individual will live and work are consistent with the type of environment that provides personal satisfaction; the degree which the work itself is personally satisfying. -------------------------------------------------------------------------------------------------------------Work Standards Setting high goals or standards of performance for self, subordinates, others, and the organisation; being dissatisfied with average performance; self imposing standards of

excellence rather than having standards imposed by others. -------------------------------------------------------------------------------------------------------Customer Service Orientation Making efforts to listen and understand customers (both internal and external); anticipating customer needs; giving high priority to customer satisfaction. -------------------------------------------------------------------------------------------------Initiative Active attempts to influence events to achieve goals; selfstarting rather than passive acceptance. Taking action to achieve goals beyond what is necessarily called for; originating action. -----------------------------------------------------------------------------------------------Negotiation Effectively exploring alternatives and positions to reach outcomes that gain all parties'support and acceptance; compromising when appropriate. -----------------------------------------------------------------------------------------------Maximising Performance Establishing performance goals, coaching performance, providing training, and evaluation performance. ------------------------------------------------------------------------------------------Control Establishing procedures to monitor the results of delegations, assignments or projects taking into consideration the skills, knowledge and experience of the assigned individual and the characteristics of the assignment. -------------------------------------------------------------------------------Delegation Allocating decision-making authority and task responsibilities to appropriate subordinates; utilising subordinates' time, skills and potential effectively. Rapport Building Creating continuing compatibility; getting along well; proactively developing relationships. Tolerance for Stress

Maintaining stable performance under pressure and/or opposition (eg time pressure, job ambiguity); relieving stress in a way that is acceptable to the person, others and organisation. --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Innovation Generating and/or recognising imaginative, creative solutions in work related situations. Adaptability Maintain effectiveness in varying environments and with different tasks, responsibilities and people. Oral Presentation Effective expression when presenting ideas or concepts to an individual or to group, when given time for preparation (includes gestures and non-verbal communication). ----------------------------------------------------------------------------------------------------------Resilience/Tenacity Handling disappointment and/or rejection while maintaining effectiveness. Impact Creating a good impression, commanding attention and respect, showing an air of confidence. Energy Maintaining a high activity level and effective performance for an extended period of time. ========================================== ======== ==================== Integrity Maintaining social, ethical, and organisational norms in conducting internal and external business activities. ----------------------------------------------------------------------------------------------------------------------Oral Communications Expressing ideas effectively in individual and group situations (includes non verbal communication); adjusting language or terminology to characteristics or

needs of the audience. --------------------------------------------------------------------------------------------- I Written Communication Expressing ideas clearly in memoranda, reports, letters or other documents with appropriate organisation and structure, correct grammar and language or terminology that is adjusted to the characteristics or needs of the audience. PRESENTATION ========================================== ======== ======================== ========================================== ======== Key Result Areas "Key Result Areas" or KRAs refer to general areas of outcomes or outputs for which a role is responsible. THE IMPORTANCE AND WEIGHTAGE OF THESE KRAs IS -GUIDED BY THE *VISION STATEMENT *MISSION STATEMENT *CORPORATE OBJECTIVES *CORPORATE STRATEGY AND COULD CHANGE YEAR BY YEAR AS PER THE BOARD DIRECTIVES. THIS WOULD BE REFLECTED IN THE -KPIs -- KEY PERFORMANCE INDICATORS =--------------------------------------------------------HENCE , YOU WOULD NEED TO REVIEW *VISION STATEMENT *MISSION STATEMENT *CORPORATE OBJECTIVES *CORPORATE STRATEGY OF THE COMPANY. ALSO YOU WILL NEED -A COPY OF THE CEO JOB DESCRIPTIONS

-COMPETENCIES THAT IS REQUIRED FOR THAT ROLE. ========================================== ======== = YOU CAN MODIFY AT AS PER YOUR NEEDS. KEY RESULT AREAS [ KRAs] This key role will have a number of key result areas, and will include: Manage the performance and information team budget -ACTUAL REVENUE / BUDGET -ACTUAL GROSS RETURNS/ BUDGET -NET PROFIT BEFORE TAX / BUDGET -RETURN ON INVESTMENT [ ROI ] -RETURN ON ASSETS [ ROA] -MARKET SHARE GAIN / LOSS Manage information team and ensure structure/workload reflects corporate & customer needs -ACTUAL TOTAL PRODUCTION / BUDGETED TOTAL PRODUCTION [ UNITS/ DOLLAR VALUE ] -PRODUCTION BY PRODUCTS [ ACTUAL / BUDGETED TARGET ] Validate information analysis provided to customers and government directorates -ACTUAL CUSTOMER COMPLAINTS / ESTIMATED -ACTUAL ON FACTORY SITE ACCIDENTS / ESTIMATED. Develop and maintain effective performance reporting and monitoring framework that enables reports (covering all manner of performancerelated data) to be produced for Board, Executive Team and other committees as required -ACTUAL PRODUCTIVITY / TARGETED. -NO. WORKERS TRAINED / PLAN -NO. OF STAFF TRAINED / PLAN -NO. OF MANAGERS TRAINED / PLAN Establish and lead monthly performance monitoring group. -ONCE A MONTH. Generate awareness of the company -6 ARTICLES ABOUT THE COMPANY IN LEADING MAGAZINES/ NEWSPAPERS IN A YEAR. -4 SPEAKING ENGAGEMENTS IN A YEAR.

Develop relations -80% OF TARGET IN THE GOVERNMENT -80% OF KEY TARGETS IN THE BUSINESS. Liaise with the MANAGEMENT performance lead to inform, clarify and/or update on performance against plan Act as lead in any performance initiatives COO USUALLY, A COO is the second in command in the business operation. COO is responsible for the day-to-day operation. COO REPORTS TO THE CEO. Primarily responsible to oversee the everyday operations and functions of a company. Monitors the daily activities or work program of the organisation and reports them directly to the company's Chief Executive Officer (CEO). Responsible for designing, improving and implementing the systems the company uses to produce or deliver its products or services. The COO monitors and resolves issues regarding various aspects of the company’s operations like sales, marketing, production and human resources. He/she assures the system-wide implementation of company policies and procedures and finds ways to improve them. Specific Tasks: Manage organisational operations Follows direction set by Chief Executive Officer and Board of Directors Implements programs to ensure attainment of business plan for growth and profit Provides direction and structure for operating units. THE CEO AND THE BOARD ALLOCATES THE -PRIMARY RESPONSIBILITY -RESPONSIBILITIES -ACCOUNTABILITIES. ========================================== A SAMPLE OF POSITION : CHIEF Operations OFFICER [ COO]

Position reports to: Chief Executive OFFICER [ CEO ] Primary objective Plan, direct and control selected operational activities through divisions / states to achieve business goals and profit targets. Specific accountabilities Direct the operations of selected business activities to ensure the current and future plans of the organisation are met. Report to the Chief Executive and Board on major operational issues and results. Develop procedures, policies and controls to assist in the achievement of acceptable profit situations throughout the organisation. Oversee and direct the activities of Division/State managers in the achievement of business objectives. Implement policies and controls to maintain existing operating results and growth. Supervise the preparation of new branch operations' business forecasts, budgets and reports on aspects of profitability, capital expenditure and operation performance where appropriate. Participate in group business planning and monitor results and policies of competitive organisations in preparing future plans and strategies. Develop and review marketing plans and opportunities to promote the organisation's products and services. Monitor revenue and expenditure in the operating divisions, to ensure attainment of profit objectives. Direct and supervise the opening of new operations, including staffing, equipment, licences, signs, etc. Co-ordinate the activities of managers with operational responsibilities in states and divisions to ensure the company's operating policies and procedures are maintained and to review the performance of those areas of responsibility. Supervise daily production where appropriate to optimise resource use, minimise costs and maintain quality standards. Ensure compliance with all legal, statutory and corporate affairs requirements on a timely basis as appropriate. ========================================== ======== ====== SOME OF THE RESPONSIBLITIES ARE SET BY THE CEO/ THE BOARD---GUIDED BY

-the expertise of the coo. -the objectives / strategies adopted by the company. -the needs of the organization. etc etc. ========================================== ======== ======= ANOTHER SAMPLE OF Job Description COO The COO supports the work of the company's chief executive officer focusing on the establishment and optimization of day-to-day operations in the company. All internal department heads responsible for delivering services report to the COO. Responsibilities of the COO: 1. Advise the management team on key planning issues and make recommendations on important business decisions. 2. Strategic planning and resource allocation 3. Establish operational processes/ process improvement 4. Manage CORPORATE strategy implementation, in particular regarding budgets and timelines 5. Ensure quality control of all company output as pertains to customer acquisition and delivery of services 6. Ensure all department heads are fully informed of operational objectives 7. Set operational and / or performance goals for each department which are aggressive, achievable and tied to long-term goals 8. Establish and monitor performance reporting systems 9. Monitor department performance against performance goals to ensure that progress is being made 10. Conduct regular meetings with department heads to ensure that priorities are clear and coordination is good. 11. Ensure activities comply with organisational requirements for quality management, legal stipulations, and general duty of care. 12. Facilitate resolution of issues between departments.

13. Take charge in high-priority crises. CEO Performance Measurement The performance of the CEO, and the relationship between the CEO and the Board, are critical factors in successful governance and fulfillment of the organization’s mission. Tips for An Effective Process •

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Start the process with mutually understood expectations that are clearly articulated at the beginning of the evaluation period (based on job description, strategic plan, performance criteria, etc.). Commit to open and honest communication. Maintain strict confidentiality, because you are dealing a person’s career. Performance issues should not become public information. Be sure the process positively impacts the CEO. Focus on the positive as well as areas for improvement. Strike a small committee of board members to take the lead in conducting the evaluation. Nevertheless, it is important that all Board members have input into the process (e.g. through an evaluation questionnaire). The committee (or the Board) and CEO should develop the process together. The process should begin with the CEO submitting a selfevaluation to the committee. Separate the evaluation process from salary negotiations. Keep in mind that a key purpose of the evaluation process is performance improvement. Be careful before involving staff or other volunteers in the process (such as through a 360° evaluation process. If the source of feedback is expanded, it is best done in the context of an organizational review, and not just as a review of the CEO. Of course, the CEO can decide for themselves if he or she wishes to seek feedback from staff for their own personal and professional development.

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Use benchmarks of organizational success as indicators of your CEO’s performance (and with Policy Governance, the results of the Board's monitoring activities.) Take into account the CEO's personal goals and needs regarding future leadership. If you only focus on the organization's needs, then the CEO could seek to fulfill those needs elsewhere. Provide a written evaluation to the CEO, but also hold an evaluation meeting with the CEO to discuss the evaluation and ensure full understanding and future expectations. After the meeting, provide the full board with an oral in-camera report. The final step is to evaluate the process. Make it an objective to improve the process each year.

And, of course, it is important to remember that ongoing feedback throughout the year is also essential. An annual evaluation is not sufficient! The CEO evaluation process should encompass and inform two realms of performance – the past and the future: 1. Look back. The board collects and interprets historical data to judge, and provide a context for, the CEO’s performance. This historical review forms a basis for critical decisions about compensation or continuation in a particular role. 2. Look forward. This helps both the CEO and the board focus on the company’s future direction. Goal setting not only sets forth the strategic objectives for the start of the evaluation period, but it also can enhance the ongoing leadership development of the chief executive, with the board providing feedback on areas where personal development is needed. These different objectives – to look back and to look forward – require separate but aligned performance management processes and tools. Unfortunately, due to time constraints, a board is more often likely to conduct these evaluations concurrently – reviewing the CEO’s previous year of performance, deciding upon compensation, setting next year’s targets, and discussing specific areas for improvement – all in a single board meeting. When the “look back” and “look forward” objectives are not clearly delineated, neither is served very

well. When time is short, boards may dispense with developmental discussions altogether, using the performance review to set the CEO’s future objectives. This approach is likely to overemphasize what results the CEO is expected to achieve (such as increased revenue) over how the CEO is expected to achieve them (driving collaboration across businesses, for example). As a result, the CEO will not have the benefit of candid, detailed performance feedback about his or her leadership competencies and personal impact or of opportunities for continued development. Guiding principles of CEO evaluation Each company makes different evaluation choices based on its history and culture, market, board/CEO relationship, and strategy. But whether building a new evaluation process or revising an existing one, the CEO and board need to establish guiding principles that address the following questions: •

Why are we engaging in this evaluation? Historically, its sole purpose may have been to determine appropriate compensation, but, going forward, consider to what extent it can also be used for performance planning and development. For instance, this feedback can help the CEO align his or her future actions with the board’s performance expectations.

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What will be measured in the evaluation? To accurately capture the depth and breadth of the CEO’s impact, the evaluation will need to go beyond the company’s bottom-line financial metrics. Other aspects of performance may be included, such as operational results, customer growth and satisfaction, people development (for example, the number of “ready now” leaders in the succession plan), and leadership competencies, such as “inspires trust through honest communication.”

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Who will be involved in the evaluation process? If it is limited to just the CEO and the compensation committee, the process will be inadequate. It is important to seek input from the full range of stakeholders – board members, the executive

team, and critical customers. Multiple sources of feedback ensure more than a narrow, top-down view by including multidimensional perspectives of CEO performance. •

What is the evaluation instrument and how will the results be communicated? The compensation committee must decide how evaluation feedback will be collected and how summary feedback will be communicated to the CEO. For example, some organizations opt to hold an executive session to discuss the synthesized feedback and invite the CEO to a one-on-one meeting with the compensation committee chair to deliver the results.

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What is the evaluation cycle? What are the specific steps and responsibilities? In the process of determining the timing of key steps, thought should be given to how the CEO evaluation process fits in with business planning, compensation planning, the broader executive performance management process, and other core business processes. Responsibilities, actions, and time frames should be documented and evaluated for appropriateness each year.

CEO performance dimensions and measures CEO performance is generally evaluated along one or more of the following dimensions: • • •

Bottom-line impact Operational results impact Leadership effectiveness

Choosing the right dimensions is the defining moment in the process, because it will form the basis for goal setting and the selection of metrics that will be used to evaluate performance. Among all the decisions to be made throughout the evaluation process, this is probably the most challenging as it raises the complex issue of the relationship between the CEO’s actions and effectiveness as a leader and corporate performance overall. Bottom-line impact The CEO is undoubtedly held accountable for the company’s overall

financial health and effectiveness. This is often depicted in specific financial metrics, such as the following: • • • • •

Net operating revenues Net income Operating cash flows Earnings per share Capital expenditures

Operational results impact This category refers to the CEO’s impact on the company’s operational results and organizational effectiveness. Because these reflect the organization’s capacity to perform, they are good predictors of long-term value creation. The following are among the barometers that would be used to evaluate this dimension: • • •

Customer growth and satisfaction Operational excellence Company image

Leadership effectiveness Financial and operational results have historically been the main focus of CEO evaluation, but in an environment riddled with corporate scandals, leadership effectiveness measures are increasingly key components. This performance dimension refers to both metrics related to leading people as well as those things totally under the CEO’s control – his or her personal leadership behaviors. The board, CEO, and senior management team must work together to select the right leadership effectiveness performance measures. The emphasis here is on the CEO’s actions that will help drive key organizational outcomes. Leadership effectiveness measures should be aligned with the results and competencies critical to the organization’s success. Examples of leadership effectiveness metrics include: • • •

Leadership bench strength and diversity Improved retention (reduced unwanted turnover) in leadership ranks Employee engagement survey results

Examples of executive leadership behaviors include: • • • • • •

Act with integrity and fairness Encourage open discussion and debate Create an inclusive environment Recruit, coach, develop, and retain the best people Foster learning, innovation, and change Build strong customer, board, and other key stakeholder relationships

Checklist of CEO Performance Evaluation Essentials Procedure • •

Explicit description of CEO evaluation process Calendar with milestones and deadlines that is aligned with the business’ broader calendar and in sync with governance and management schedule

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Clear roles and responsibilities assigned to board Responsibilities members, the CEO, and HR CEO involved in each stage of process with ample opportunity for input Board members provide informal feedback as needed

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Clear performance standards established that reflect all relevant aspects of the CEO’s performance Quantitative measures established for each performance criterion If applicable, performance criteria encompass both the CEO and chairman roles

CEO to do List

This is a great list for both taking on a new CEO position and getting up to speed, as well as to develop a proactive development and learning program for any CEO or senior executive wishing to improve their executive management skills. It lays out well all the thing you need to juggle when you have both the privilege and responsibilities of the top spot in any organization. General Operations 1. Establish primary goals of the Board -- maintenance of status quo, evaluation and recommendations or take charge through implementation of new game plan. 2. Meet all first-reports, introduce game plan and initiate implementation of action items on this list. 3. Have all first-reports complete the Agenda for the Future. 4. Discuss the dozen biggest problems and opportunities from perspective of all first-reports. 5. If survival mode is required, cut costs immediately where necessary and prudent and in accordance with the Board's short and intermediate term goals. 6. Identify and implement top six action items that could measurably increase short term revenues. 7. In addition to this action list, formulate short-term game plan for company, get board approval and communicate plan to key personnel, suppliers, lenders, etc. 8. Prioritize top ten action items for the whole company and begin implementation. 9. Identify top goals for the company for the current month, quarter and year. Financial Issues 10. Within the first week, get current detailed financial statements, itemized payroll, payables and receivables list. 11. Review budgets of all departments or divisions for reasonableness of assumptions, quality of projections and relevancy in light of recent corporate changes and goals. 12. Evaluate obvious, and not so obvious, problems and strengths revealed by the financial statements. 13. Do realistic cash forecast for the next 90 and 180 day periods. 14. Evaluate asset utilization and re-deploy if appropriate and prudent in the short term. Liabilities / Risks / Time Bombs

15. Deal with the six largest crises within the first three weeks. 16. Review banking and debt obligations for next 90, 180 and 365 day periods and ensure no technical or major defaults, if possible. If in default, develop game plan and/or negotiate workout. 17. Determine which critical suppliers have suspended support due to lack of payment, or other problems. 18. Identify and take steps to immediately defuse all visible, or suspected, ticking time bombs. Regulatory / Legal / Litigation 19. Ensure all payroll taxes are paid and properly reported. 20. Determine what, if any, problems exist with the IRS and state agencies. 21. Ensure the company is in compliance with all required regulatory and licensing agencies, etc. and if not, take action to resolve these issues. 22. Identity all outstanding legal issues and litigation risks along with probable, and possible, associated costs. 23. Ensure no securities law violations have occurred -- and if they have, take immediate steps to remedy them, or mitigate their impact. 24. Ensure any patents, trade secrets, trademarks and copyrights are properly filed and appropriate protections are in place. Product lines / Marketing / Sales / Distribution 25. Analyze product delivery schedules and takes steps to improve meeting commitment dates. 26. Evaluate product development timetables, budget forecasts and quality of project management systems, procedures and controls. 27. Evaluate sales, marketing, distribution, forecasts and trend lines for improvement opportunities in all areas, so as to generate more cash in the short-term. 28. Identify both the best customers and the most unhappy customers, as well as the company's image in the marketplace. 29. Complete competitive analysis for each product line. 30. Evaluate pricing models for each product line and adjust accordingly. 31. Identify product line strengths and weaknesses and develop shortterm action plan to solve the most glaring problems. 32. Identify potential products -- 6, 12 and 24 months into the future -and their possible impact on revenue and expenses. 33. Establish / update / expand web presence. 34. Evaluate expenditures and effectiveness of marketing and advertising for media, trade shows, market research, focus groups and public relations

and adjust accordingly. 35. Evaluate sales force, sales-related incentives, sales targets, sales personnel training, special offers, dealerships, telemarketing and sales support. 36. Evaluate and optimize short-term inventory. 37. Evaluate customer / technical support, warranties, guarantees and after-sales service. Personnel Issues 38. Upon arrival, candidly communicate with all company personnel for introduction and conveyance of immediate game plan. 39. Set up suggestion boxes, and invite anonymous email, to gain insight into less obvious underlying problems. 40. Review major Human Resource department aspects of company for legal compliance, competitiveness of benefits package, diversity, clarity of policies and potential costs savings. 41. Evaluate strengths and weaknesses of all first reports. 42. Develop 30/60/90 day performance plans for all first reports. 43. Evaluate organizational structure and effectiveness -- and reorganize if appropriate, adjusting total payroll if necessary. 44. Identify best and worst five percent of employees in the company -probably replacing worst five percent and ensuring the best five percent are motivated enough to stay. 45. Analyze employee turnover rates to identify fundamental problem areas. 46. Identify key personnel and unfilled job functions, define criteria and initiate search, within budget constraints. 47. Identify personality issues / company policies that may be creating negative impact on company morale and productivity. 48. Review / modify written delegation of authority for all first reports. 49. Review all employment contracts or agreements, oral or written, including any severance or termination compensation agreements with salaried, hourly, or collective bargaining employees. 50. Review all bonus, deferred compensation, stock option, profit sharing, retirement programs or plans covering salaried, hourly, or collective bargaining employees. IPO / Merger / Acquisition / Disposition / Dissolution 51. Identify which mergers, acquisitions, dispositions and investments make the most sense for the company. 52. Identify the growth issues regarding acquisitions, spin offs, expansion, downsizing, establishing new, and/or closing existing branches and stores.

53. If decision is to sell the company, establish price and terms, subject to Board approval, prepare sales summary and develop game plan and methodology for sale. 54. Complete three year pro forma, based on realistic assumptions, to determine future valuation potential of company and likelihood of IPO or merger/acquisition potential. 55. If Board decision is to dissolve company, develop game plan for liquidation of assets and/or follow up on bankruptcy filing. General / Administrative 56. Evaluate and control travel, entertainment and all discretionary expenditures and implement new written policies for these issues. 57. Review facilities and real estate issues, including a review of current lease requirements. 58. Review all equipment leases for cost cutting / improved technology opportunities. 59. Create / update business plan for current internal clarity and banking or capital formation needs. 60. "Manage by roaming around" -- gaining insights into attitudes and problem areas from within all levels of the organization. 61. Evaluate in-place systems and procedures and streamline where appropriate. 62. Evaluate technology implementation and optimize within budget constraints. 63. Visit all branch offices and evaluate their needs, performance, personnel and cost-effectiveness. Stockholder Status / Investor Relations 64. Evaluate investor and stockholder relations and communication status and initiate appropriate action. 65. Generate updated lists of all current shareholders and percentage ownership of each. 66. Review stock options or purchase plans and agreements, as well as lists of outstanding warrants and options, including date of grant, exercise price, number of shares subject to option, and date of exercise. The Next Steps 67. Report to the Board: the objective status, evaluation, recommended modifications to the short-term game plan and any cash needs. 68. Pick up sword again, and implement updated and approved game plan.

Sample Roles and Responsibilities A. The CEO is accountable for the effective administration and management of all governmental affairs of the County which may legally be placed in its charge and control. B. The primary duties and responsibilities of the CEO shall be to plan, organize, control and direct the overall operation of the county; prepare, present and monitor the county budget; promote county activities and affairs with government and private entities, community organizations, industry and the general public; and serve on various committees and agencies. The CEO shall have the authority to require and receive any and all information from any county department the CEO may deem necessary to fulfill the above-enumerated duties and responsibilities. C. Further duties and responsibilities of the CEO shall include, but are not limited to, the following: 1. Policy Formation. The CEO shall develop and recommend policy and policy alternatives to the board of supervisors for consideration. It shall be the role of the CEO to advise the board of supervisors in the development of policy matters through the analysis, development and presentation of policy alternatives, including the anticipated consequences of such alternatives and the cost-benefit analysis of such alternatives. Furthermore, the CEO shall attend board meetings and advise on matters of policy and administration. 2. Policy Implementation. The CEO shall implement the policies adopted by the board of supervisors and shall ensure they are properly distributed and explained to all affected personnel. 3. Departmental Duties and Responsibilities. To the extent permitted by law, the CEO shall: a. Receive projects that the board of supervisors has directed to the CEO for action, and refer those projects to the appropriate department. b. Monitor, and report to the board regarding, the performance of county departments. c. Evaluate all proposed departmental programs and recommend those to the board of supervisors the CEO feels should be approved or modified; periodically evaluate existing departmental programs and recommend changes to the board where they are indicated. d. Evaluate departmental organization on a continuous basis, subject to the limitations of state law or the directives of the board of supervisors; initiate changes in directives of the board of supervisors, initiate changes in interdepartmental organization, structure, duties or responsibilities when warranted, including authorizing the transfer of equipment between departments; assign space to county departments in county facilities, and authorize budgeted out-of-county travel and in-county business expense in accordance with rules and regulations~ based upon policies established by the board;

recommend to the board of supervisors the transfer of positions between departments and the consolidation or combining of county offices, departments, positions, or units. e. Annually review the performance of the duties of all appointed department heads, except County Counsel and the Agricultural Commissioner, based upon mutually agreed to goals and objectives and recommend increases or decreases in compensation in accordance with demonstrated performance; confer with department heads as necessary to discuss performance in meeting goals and objectives. f. Appoint, transfer, discipline, suspend or dismiss, as appropriate, any non-elective department head who is not required to be appointed by the board of supervisors or who does not serve a fixed term of office; such department head shall serve at the pleasure of and be appointed by the CEO. In those cases where the board of supervisors is the appointing authority under this subparagraph, the CEO shall: i. Recommend to the board of supervisors, for its consideration and appointment, qualified candidate(s) to fill any vacancies; and ii. Recommend to the board of supervisors, for its consideration and determination, any legally permitted course of action relating to such department head, as appropriate. g. When necessary, or upon a department head’s request, assist department heads in solving problems which inhibit efficient operation within a department or creates friction between departments. h. Provide management training and develop leadership qualities among department heads to build a county management team that can plan for and meet future challenges. 4. Authority to Approve Emergency Transactions. The board of supervisors does hereby delegate to the CEO the power to enter into and execute contracts as authorized by Public Contracts Code Section 20132 during "emergencies." "Emergencies" shall mean situations requiring immediate action by the county where delaying action until the board of supervisors meets would endanger public peace, health, or safety. The CEO shall also have the authority to approve "emergency" purchases and "emergency" travel requests, and shall immediately report all such approvals to the board of supervisors in writing. 5. Management of the County’s Executive Office. The CEO, through its Executive Office, shall coordinate the activities of all county departments, preparing recommendations to the board and executing board directives as they relate to departmental operations. The Executive Office personnel, under direction of the CEO, shall also provide support, advice and assistance to all county departments. The CEO shall serve as a problem-solver, coordinator, mediator or other role(s) as determined appropriate by the board of supervisors in serving the needs of each county department and county government overall. 6. Staff to the board of supervisors. The CEO and Executive Office personnel shall provide staff support to the board of supervisors. a. The CEO, under the direction of the board of supervisors, shall represent the board of supervisors and the county generally in public relations, at the local level, regionally,

and in County-State matters. b. As staff to the board, the CEO is authorized to coordinate and facilitate the public meeting agenda process of the board of supervisors. The CEO shall ensure that all board agenda requests are complete and that all relevant information is available for effective decision making. The CEO furthermore has the authority to request and receive justification of an item from a department head as the CEO deems appropriate to effectively and efficiently conduct county business. The CEO is authorized to set the agenda for each regular and special meeting of the board of supervisors. 7. County Budget. a. As county budget officer, the CEO shall supervise and direct the preparation of the annual county budget. In the performance of this duty the CEO shall review and evaluate all departmental requests and all items in the proposed budget including expenditures, revenues and reserves. The CEO shall submit the proposed budget to the board of supervisors together with a written report and recommendations which shall be based on board of supervisors policy direction, revenue projections, budget targets, and proposed goals, objectives, work programs and projects developed by the various departments; b. The CEO shall evaluate the budget adopted by the board of supervisors on an ongoing basis to assure that throughout the fiscal year such revenues and expenditures are consistent with the annual budget and necessary and proper. c. The CEO shall report to the board of supervisors, not less than semi-annually, the status of the budget expenditures and revenues and recommend adjustments as necessary. d. All requests for changes in the annual budget shall first be submitted to the CEO who shall transmit them to the board of supervisors together with recommendations; provided, however, pursuant to Section 29125 of the Government Code, the CEO is hereby granted the authority to approve transfers and revisions within an appropriation. 8. Legislative Activity. The CEO shall monitor legislative matters as they relate to county and local government, economic development, and other county issues. It is expected that individual board members should have ready access to legislative matters, including current, pending and proposed matters, through and with the assistance of the CEO and Executive Office personnel. Furthermore, the CEO shall perform legislative analysis and coordinate the development of recommendations to the board concerning legislative activities. 9. Employee Bargaining. The CEO shall participate as necessary with the designated. board employer--employee representative in the meet-and-confer process with employee representatives. 10. Contractual Matters. To the extent authorized by the board of supervisors, the CEO shall participate in negotiation, implementation and oversight of county contracts. 11. Emergency Services. The CEO serves as the director of emergency services and exercises control of county government in extreme emergencies when there is not

sufficient opportunity for the board of supervisors to act, hire necessary extra personnel and purchase necessary supplies and equipment to meet such emergencies. 12. Purchasing Agent. The CEO shall serve as the purchasing agent for the county. 13. Local Enforcement Agency (LEA). The CEO shall serve as the LEA director for the county. 14. Risk Management/Insurance. The CEO shall oversee all county insurance programs and be responsible for risk management and safety operations. 15. Policy Manual. The CEO shall supervise and direct the preparation and maintenance of a county administrative code which sets forth the policies and procedures of the board of supervisors regarding the administrative affairs of the county, including the procedure for review of departmental matters by the CEO prior to the submission of such matters to the board of supervisors. The CEO shall utilize executive orders as appropriate to provide administrative direction to departments. 16. Duties Performed For Ex Officio Governing Bodies. The duties herein provided and the services to be rendered by the CEO shall be performed for the board of supervisors in connection with any entities for which the board of supervisors may be ex officio the governing body. (Ord. 1190 § 2 (part), 2002)