IAQG Legal Entity Project IAQG Montreal General Assembly Report 11 October, 2013 Philippe Martin V1

Ph. Martin – IAQG Montreal G.A.Page 2 IAQG Legal Entity – Project status 1. Incorporation process 2. Post-incorporation documentation 3. Insurance 4. SAE/IAQG Services agreement 5. Other existing service providers and consultants

Ph. Martin – IAQG MoscowPage 3 1. Incorporation process status May 23, 2013: Moscow IAQG Council approved incorporation of IAQG as an “International Not for Profit Association” under Belgium law. August 27, 2013: Incorporation Deed signed by the four members of the Executive Committee at notary in Brussels. November 2013 (current forecast): Publication of the Belgium Royal Decree of recognition: official start of the Association IAQG as a legal entity.

Ph. Martin – IAQG MoscowPage 4 1. Incorporation: membership status During the 2 meetings of the Executive Committee held since August 27th notary signature, the 3 Sectors presented the submission of their Members for agreement by the Executive Committee. All the current IAQG Members have volunteered to join the new Legal Entity, and have been accepted by the Executive Committee. Such acceptance will be subject to ratification as soon as the Belgian Royal Decree officializing the creation of IAQG is published.

Ph. Martin – IAQG Montreal G.A.Page 5 2. Post-Incorporation IAQG Documentation Post-Incorporation Documentation is been prepared under the leadership of Ed Bayne (Operation Management System Group). 5

Ph. Martin – IAQG Montreal G.A.Page 6 Post-Incorporation IAQG Documentation Tree (reminder) Articles The IAQG Articles, compliant with Belgian Law, are part of the Association Deed already signed at notary. Rules Of Procedure Requirements need to comply with IAQG Articles Replaces the current IAQG Charter Establish the IAQG organizational structure Policies Establishes the What and the Who Establishes the RAA (Responsibility, Accountability, and Authority) Procedures Current IAQG “how to” internal documents Incorporated IAQG Documentation Status6

Ph. Martin – IAQG Montreal G.A.Page 7 Incorporated IAQG Documentation Tree Incorporated IAQG Documentation Status7

Ph. Martin – IAQG Montreal G.A.Page 8 Post-incorporation documentation status Articles and Rules of Procedure were agreed at Moscow meeting. Initial draft Policy versions have been provided to IAQG Editor to review and format in accordance with IAQG Pro Most of them shall be finalized this week. See detailed status on next page. Incorporated IAQG Documentation Status8

Ph. Martin – IAQG Montreal G.A.Page 9 Incorporated IAQG Documentation Status9 Post-incorporation Policies status

Ph. Martin – IAQG Montreal G.A.Page 10 Post-incorporation documentation status For the working Procedures, action has been given during Moscow OMS Meeting to revise as necessary the existing procedures, using the incorporated terminology (e.g.: General Assembly vs. Council Meeting, Executive Committee vs. Leadership Team, etc.), and re-format in accordance with IAQG Pro Final acceptance by IAQG members of all the post-incorporation Documentation is expected for end of November Incorporated IAQG Documentation Status10

Ph. Martin – IAQG MoscowPage Insurance At incorporation date, IAQG will have to be covered by its own insurance provider, replacing the insurance provided by SAE-ITC under the SAE-IAQG Program Agreement. Several international insurance brokers have been contacted in order to get a full insurance package. After review, the Executive Committee decided to pursue only the Marsh (US) route. Insurance contracts shall be approved by Executive Committee and be operating on publication of the Royal Decree. 11

Ph. Martin – IAQG MoscowPage SAE/IAQG Services Agreement New contract replacing with the same scope the current IAQG- SAE MoU (dated October 2007) has been discussed and agreed between both parties. The new Services Agreement and its addendum shall be updated before signature to take into account the incorporation date. On the date of incorporation, SAE will cancel the SAE-ITC Program Package which currently provides insurance and contracting services for consultants and service providers.

Ph. Martin – IAQG MoscowPage Other existing Services Providers and Consultants On behalf of IAQG, SAE-ITC has signed and is managing a few contracts related to service providers and consultants, such as: Travel agencies for witness audits, Plexus agreement, Hotels for IAQG meetings, SCMH consultants, OASIS manager. Upon completion of the incorporation, these contracts shall be replaced by IAQG contracts. Action is on-going with SAE and our Belgian lawyer assistance to define the right transition process and execute these replacements.

Ph. Martin – IAQG MoscowPage 14 Conclusion The transformation of the organization IAQG under a Legal Entity (“International Not for Profit Association” under Belgium law) is well advanced. Completion of the process is planned end on November Documentation, insurance and new contracts with our Service Providers are being worked-out to be ready on time.

Ph. Martin – IAQG MoscowPage 15 Questions?