1. Team Charter Building Methodology No. M16 August, 2000

2. 2  To demonstrate one approach as to how an Integration Team Charter can be organized and developed  To offer standard and consistent instruction, guidelines and rules-of-the-road for the drafting of Integration Team Charters Objectives

3. 3 Resource Req’s Key KeyActivities R & R’s Schedule Schedule of Work Budget Org Chart Milestones and Deliverables Communication Plan Process Logic Process Logic Sponsor Integration Plan Integration Plan Objectives Mission Results Integration Team Key Issues Issues Manager Outline: a.Integration Team Roster b.Mission Statement c.Integration Objectives d.Process Logic e.Critical Success Factors f.Work Plan g.Work Schedule h.Critical Deliverables i.Milestones j.Resource Requirements k.Communication Plan l.Measures Integration Framework Outline

4. 4 Integration Manager Team Leader Sponsors Ambassador Team Members Team Contributors Delphi Automotive Systems Target a. Integration Team Roster

5. 5 Mission Statement should be directly linked with the overall corporate vision and the strategic objectives of the merger. Mission Statement must be a clearly articulated operational directive for this function or cross-functional Integration Work Team. Mission Statement should align with both the interim and end- state Concept-of-Operations, Concept-of-Organization and Concept-of-IS. Keep it simple: What is our purpose for being, what is it we intend to do. b. Mission Statement

6. 6 Work Schedule Critical Deliverables Milestones Resource Requirements Communication Plan Measures To refine our Work Team Charter including: Team Roster Mission Statement Integration Objectives Process Logic Critical Success Factors Work Plan To develop a functional work plan for the implementation of integration program objectives for the interim and the End-State To implement the functional work plan thereby delivering the integration program objectives for the interim and the End-State To identify, recruit and enlist a balanced roster of full-time and contributing work team members c. Integration Objectives

7. 7 To realize the operating vision, determine which functions and processes must be: Preserved - Keep process and function as is Leveraged - Find the best practices of each entity Consolidated - Absorb one entity into another Integrated -Create something totally new Determine what must be completed by May 27 Determine what must be completed within first 100 days Understand and document inter-dependencies Determine the synergies (revenue growth, cost reduction, cash flow, intangible benefits) Key Activities

8. 8 Determine the key tasks required to complete the integration objectives and organize them into logical sequence to understand the flow of events and interdependencies Determine detail of sub-activities required to complete each task Use the Process Logic to articulate the big picture. On a single page, the teams work plan can demonstrate who, what, when and how their work will be performed d. Process Logic

9. 9 Facilitate Charter Creation Collect all corporate and executive calendars Review and rationalize calendars Establish supporting list of communication deliverables and activities to ensure proper support for meeting calendars Facilitate “Manager Training” and monitor work products Prepare sample charter template for teams Distribute charter to sponsors Provide ongoing support and direction for charter creation Ensure charter consistency and completeness Publish charters to Executive Leadership team Define Activities to Support Integrated Calendars Contact team members and confirm availability for assignment Send communication to teams defining R&R’s Confirm team members access to shared network drives Develop team building and on- boarding class Schedule classes and locations Distribute schedule to all team members Develop guesting program to ensure cross team dependencies are acknowledged Mobilize Integration Teams Set expectations for end-state integration plans Establish and articulate timelines for plan development Establish mechanism to track progress and facilitate issues and questions Provide regular review of integration plans Provide timely feedback to the integration teams Schedule meeting with Integration Manager Facilitate Development of Consistent Integration Plans Surface Integration Issues Review integration plans from the respective integration teams Rationalize plans across the functional plans to identify inconsistencies and contentions Identify and capture issues Attempt resolution at team level Raise to Integration manager as appropriate Perform final review of integration plans Confirm final distribution list Publish list Assist in the development for progress tracking mechanisms for integration teams Publish Integration Plans 6. 3. 5. 7. 4. 2. Rationalize Integration Experiences 1. Collect Delphi business integration documentation Review and rationalize respective business integration materials Develop “How-To Manual” for Acquisition integration Align documentation to support the functional teams Supplement plan with additional KPMG business integration tools, methods and templates Deliver rationalized tools and deliverables to functional teams d. Process Logic - Example

10. 10 An Integration Manager must be selected, commissioned and operational by announcement day Team members must have top-down authorization including time commitment, empowerment and protection from day-to-day business “pull” Team Sponsors must be selected and on-boarded A Project Management Office must be established to manage and coordinate multiple team activities and progress Determine the things that absolutely must happen for the team to be successful Determine the things that absolutely must not happen for the team to be successful e. Critical Success Factors Critical Success Factors: Example

11. 11 Establish detailed work plan activities for implementation Plan and assign start and completion date for each activity Map the plan to a time line (Microsoft Project Management) Assign appropriate roles and responsibilities Validate the plan with the Integration Manager Monitor and update Roll-up the work plan to the IMO for coordination and overall project management 1 789 Microsoft Project 98 f. Work Plan

12. 12 Schedule the detailed work plan activities over the required timeline including start, stop, and milestone dates Document who is assigned accountability, responsibility, contribution and “needs to be informed” for each activity Map the plan and time-line into a project management software Assign appropriate milestone dates and expectations Validate the plan with the Integration Manager Monitor and update Roll-up the schedule to the IMO for coordination and overall project management 1 789 Microsoft Project 98 g. Work Schedule

13. 13 Rationalize Integration Experiences Collect business integration documentation Collect target business integration documentation Review and rationalize respective documentation sets Align documentation to support the eight functional teams Supplement plan with additional KPMG business integration tools and deliverables Secure shared network drive to facilitate sharing of work Deliver rationalized tools and deliverables to functional teams Define Activities to Support Integrated Calendars Collect all corporate and executive calendars Collect all Target corporate and executive calendars Review and rationalize calendars Establish supporting list of activities to ensure proper support for meeting calendars Facilitate Charter Creation Facilitate “Sponsor Training” and monitor work products Prepare sample charter template for teams Distribute charter to sponsors Provide ongoing support and direction for charter creation Ensure charter consistency and completeness Publish charters to Integration manager Mobilize Integration Teams Create Integration Management Office Contact team members and confirm availability for assignment Confirm team members access to shared network drives Develop team building and on-boarding class Schedule classes and locations Distribute schedule to all team members Develop and promote guesting program to ensure cross team dependencies are acknowledged Establish & Operate a Integration Management Office (IMO) Responsible Weeks Objective Accountable Consult Inform 12345678 Integration Team Assignments g. Schedule of Work - Example Example

14. 14 Deliverables - Tangible and measurable benefits and/or physical outputs which fulfill the chartered objectives. Examples: Completed charter document Completed Interim Planning Matrix Completed Work Plan Completed Work Activities Must assign a completion date for each deliverable Deliverables are owned by the team leader and presented to the Integration manager as assignments completed h. Critical Deliverables

15. 15 1. Integration Reviews: Perform integration reviews at regularly scheduled intervals to ensure progress and consistency across all integration teams 2. Creation of Charter Template: Develop and agree upon a consistent charter template and assign first draft to be completed by team sponsors. 3. Conduct On-Boarding and Team Training Class: Conduct training classes to on- board the integration teams and transfer high performance team- building tools and methodologies Milestones - A natural break point in the series of tasks and activities performed to completing a deliverable A place or point in time that facilitates the review of work-to-date i. Milestones Example

16. 16 1. Updated Organization Charts 2.Executive Steering Committee mission and integration objectives 3.Integration team governance model and charters 4.Sales force compensation plan 5. 6. 7. 8. 9. 10. 11. 12. h. Schedule of Critical Deliverables Timeline Critical Deliverables This schedule must include milestones for review at regularly scheduled meetings

17. 17 Additional resources required to accomplish team objectives… Know-how Capital Labor Systems Internal vs. external Full-time vs. part-time j. Resource Requirements

18. 18 Identify key messages to be shared with the employees Identify key messages to be shared with the customers Identify key messages to be shared with management and leadership Determine content requirements Determine best communication channels Determine frequency and timing of message Develop Flash Reports each week Assign Responsibility for creation and distribution of message k. Communication Plan

19. 19 Determine measures for tracking the fulfillment of objectives Determine measures for tracking the capture of synergies directly assigned to the team Determine measures to support strategic/leadership Key Performance Indicators and/or balanced scorecard Determine mechanisms to generate measurements Determine formats to report and assess trends and forecast potential course corrections Determine frequency and distribution list for measurement report-outs i. Measures

20. 20 Financial Achievement of revenue goals Cost savings from combined back office support operations and facilities consolidation Increase in earnings per share Increased partnership relationships External Increase marketplace image Maintain innovative image Increase product visibility, awareness and recognition Consistent customer satisfaction Gaining share in the business intelligence infrastructure for the i-economy market space Internal Decrease employee turnover Increase in employee job satisfaction Promotions to key roles Enhanced career opportunities Learning and Growth Accelerate development of new products Introduction of new products/services Increase cross selling opportunities i. Measures Example