1. Mark Carey, CPA, CISA President 866.335.2736 x8431 mark@delcreo.com www.delcreo.com Management-ese: An Introductory Course

2. What Does Senior Management Care About? Shareholders (or controlling stakeholders) Themselves! (Stay out of jail, protect reputation, increase pay, get promoted, etc.) Customers Employees

3. Definitions Shareholder Value Earnings per Share Cash Flow Stakeholder Value WACC CAPM

4. Shareholder Value Definition: Present Value of future cash flows of the business discounted at its weighted average cost of capital, less the value of its debt. Issues: Very difficult (impossible) to manage directly. You must break down, manage and measure individual components.

5. Earnings Per Share Definition: Total Revenues (sales and other income) less tax and interest, divided by the number of shares issued. Issues: Due to accounting opinions, rules, EPS is extremely subjective. Does not correlate very well to value creation measures

6. Cash Flow Definition: Incoming cash from operations, investments and financing activities, minus outgoing cash from operations, investments and financing activities over a period of time. Note: Cash Flow is fact based, EPS is opinion based

7. Weight Average Cost of Capital (WACC) The opportunity cost to all the capital providers weighted by their relative contributions to the company’s total capital Or what rate of return could each provider of capital receive on other investments of similar risk

8. Capital Asset Pricing Model (CAPM) Definition: A Model/Theory that argues that the returns both received and expected by investors are related to the risk incurred by owning particular financial assets. In general, the higher the risk, the greater the return should be. Return Efficient Frontier Hurdle Rate Risk Risk/ Return

9. Risk Non-systemic (or unique or diversifiable) risk –Non-systemic risk is caused by company specific events such as lawsuits, unsuccessful marketing programs, losing major customers, factory shutdown, fraud, security breaches, etc. –In portfolio theory, investors do not care about non-systemic risk, because it can be diversified away Systemic risk (or market) –Systemic risk comes from external events that impact all firms, such as recession, war, rising interest rates, inflation, etc. –Systemic risk cannot be diversified away SO WHAT: –Finance majors are trained that shareholders do not care about non-systemic risk! –However, individual shareholders, executive team, regulators, etc. DO care about non-systemic risk

10. Enron

11. WorldCom

12. Healthsouth

13. Tyco

14. If shareholders do not care about risk, how do we justify information security programs?

15. Defining your customers Who are your customers? –Senior management, business managers, Board of Directors, line personnel, end customers, government regulators What is their problem (pain)? –Past interruptions, SLAs with customers, single points of failure, loss of data, vital records, etc. How do you solve that problem? Can you describe how your program solves that problem in 30 seconds or less?

16. Shareholder Value Drivers Increase cash inflow Decrease cash outflow Improve efficient use of capital Question: How will your information security initiative impact cash flow or improve efficient use of capital?

17. Value Drivers Level 1Level 2 Shareholder Value Growth Efficiency/ Effectiveness Capital Business Scope Expansion Organizational Effectiveness Operational Efficiency Capital and Structure Other Assets Creation of Future Options Market Variables Political-Legal Social-Cultural Allocation of capital Economic Technological

18. Sarbanes-Oxley Section 302: Executive Certification by the CEO and CFO as to the accuracy of financial statements Section 404: Manage must articulate their responsibilities to establish and maintain adequate internal controls over financial reporting, and management’s conclusion on the effectiveness of these internal controls at year-end in the annual report Section 409: Real Time Disclosure – Public disclosure of material changes in the financial condition or operations

19. BOD Roles and Responsibilities Management selection, evaluation and compensation Approval of major strategies and financial objectives Advising management Selection of Board candidates Reporting, risk management, controls and compliance –effective system of controls –managing the major risks faced by the corporation –reporting accurately the corporation’s financial condition and results of operations –adhering to key internal policies and authorizations –complying with significant laws and regulations Source: Statement on Corporate Governance, The Business Roundtable, 1997

20. Why Security To protect future cash flows To keep you out of jail/civil court Satisfy regulatory requirements Satisfy customers/increase sales

21. Questions?