1. FOCUS and test slide MACE Nov 2012 v3 Advance to next slide >

2. Carl Francis CEO envisian advisers in critical situations Ethics in Critical Situations Beyond the Code of Conduct

3. 1Do you have responsibilities to clients beyond accounting? 2What are Critical Situations? 3Warning Signs for Advisers 4 As an Adviser – What Should You Do? 5Getting the Right Outcomes 6Group Exercise (s) 7Payoffs from Critical Situations 8Wrap up | Takeaways

4. 1 Do you have responsibilities beyond the Code of Conduct?

5. 1 Do you have responsibilities to clients beyond the normal Code of Conduct? REALITY Your ability to see problems far away, to be objective and to know what needs to be done… gives you that responsibility

6. 2 What are Critical Situations?

7. Very serious problems.

8. 2 What are Critical Situations? Not yet a crisis…

9. 2 What are Critical Situations? Can be positive or negative. Or BOTH.

10. 2 What are Critical Situations? Unique set of characteristics.

11. 2 What are Critical Situations? One characteristic makes them CRITICAL.

12. 2 Critical Situations – Business Problems Examples

13. 2 Critical Situations – Business Problems Examples REALITY Executives deal with problems every day. The best ones get very good at it.

14. 2 Critical Situations – Business Problems Examples REALITY Organizations may face many Critical Situations over the years but never have a crisis.

15. 2 Critical Situations – Business Problems Examples REALITY Leaders and Boards cannot be experts at dealing with every kind of problem – especially problems they have never encountered.

16. Threat Decision 2 Critical Situations – Types Planning Leadership Transition Change Trouble Disaster Accidents Mistakes Challenge Campaigns Initiatives Mergers Alliances Future Warning signs Capital Liquidity Compliance Bad News

17. 3 Critical Situations – Warning Signs Getting Nowhere Importance 1 x 1 > Time Risk New Time Disagree- ment Stake- holders Skills Crosses Lines Potential

18. Time 

19. Importance 

20. Potential 

21. Risk 

22. New | Unfamiliar 

23. Skills 

24. Cross Lines 

25. Stakeholders | Multiple 

26. Disagreement 

27. Getting Nowhere 

28. 3 Why do Critical Situations matter? One characteristic makes some situations and transitions critical Game…

29. 3 Why do Critical Situations matter? They are game-changers – for better or worse Reality

30. 3 Why do Critical Situations matter? They are game-changers – for better or worse Reality REALITY Handled well – excellent upside potential Handled poorly – expensive and damaging

31. 3 Why do Critical Situations matter? They are game-changers – for better or worse Questions REALITY Critical Situations can make or break your client’s future.

32. 3 Critical Situations – Questions  Been through a Critical Situation?  What typically happens?  What are the problems in dealing with situations like these?  What are the constraints – real or perceived – in resolving them? Constraints

33. 3 Critical Situations – Constraints  Ethical constraints  Job and time constraints  Political realities  Skills and experience  Trust and judgment  Other priorities and distractions As an Adviser

34. 4 As an Adviser, what should you do?

35. FOUR QUESTIONS FOR ADVISERS TO ASK YOUR CLIENT 1. Do you see (this situation) as a problem that needs attention? 2. Do you see this getting worse? In what time frame? Alt: If nothing is done, will this improve or get worse? 3. How much worse could it get? Will it be harder to solve? 4. Would you like me to help?

36. 4 As an Adviser, what should you do? IF OPEN > FOUR STEPS TO TAKE 1. Ask what they have considered or done so far 2. Ask if they have ever dealt with this kind of issue before 3.Ask if they are open to outside help 4. Outline the options and agree on one Do nothing / wait Use internal resources (till when?) Go outside

37. 4 As an Adviser, what should you do? If you need help, get it early

38. 4 As an Adviser, what should you do? Don’t squander time (time determines ability to control situation)

39. 4 As an Adviser, what should you do? Avoid overconfidence (always balance potential against risk)

40. 4 As an Adviser, what should you do? Stay ahead of stakeholders (figure out what they need and want)

41. 4 As an Adviser, what should you do? Anticipate (everything, then do it again)

42. 4 As an Adviser, what should you do? Focus on outcomes (not just getting it over with)

43. 5 Outcomes Two kinds of outcomes

44. 5 Outcomes Two kinds of outcomes Want Don’t want

45. 6 Outcomes Outcomes Map Don’t want Want

46. 5 Outcomes Outcomes Map Don’t want Want Bad press Lose key people Be embarrassed Damage reputation Lose donors or partners Create air of suspicion Keep it quiet Reflect well; add to stature Keep costs low Manage stakeholders Control Situation to resolve

47. 5 Outcomes – Predictor 3 - 4 Poor 5 – 6 Fair 9 - 10 High 7 – 8 Good Strong at homework Thorough at planning Solid funding w contingencies Strong leadership Strong team Good track record w initiatives Excellent accountability, incentives Few unknowns, good anticipation, paying attention Fewer risks, threats; better preparation 0 – 2 None How Likely Are We To Succeed? Exercises <

48. 6 Exercises – Ethics in Critical Situations

49. A The leader (your client) abruptly resigns leaving a trail of questions about financial management. The organization doesn’t know what to say and employees believe the departure was not voluntary. But she is totally unavailable anyway. Board was taken by surprise. Audits (and advisers) are being called into question. Should you have seen this coming? How do you advise your client? How do you protect your client? How do you protect yourself?

50. 6 Exercises – Ethics in Critical Situations B Your client receives an offer to merge with another similar organization. Neither party has ever been through a merger. The problem is that everyone knows. There is no chance for quiet due diligence. Your client is bigger. Concern by other party is being swallowed up. How do you advise your client? How do you protect your client? What do you do first/right away?

51. 7 Payoffs from Critical Situations

52. If you deal successfully with a Critical Situation, what do you get?

53. 7 Payoffs from Critical Situations Resolution Positive change Trust and confidence Perceptions change Buy time Control Progress ROI

54. 8 Wrap up – Questions?

55. 8 Wrap up – Takeaways? One thing you know now that you didn’t know before?

56. 8 Wrap up – Closing

57. Thank you

58. advisers in critical situations ™ Entire presentation © Copyright 2012 Envisian Inc. All rights reserved.

60. advisers in critical situations ™ Entire presentation © Copyright 2012 Envisian Inc. All rights reserved.

61. Photography Credits Animal photographs courtesy National Geographic Society, 2002-2012 Disaster photos Ship photo

65. Gallery of slide formats

69. 3 Outcomes Two kinds of outcomes Want Don’t want

70. 3 Outcomes Outcomes Map Don’t want Want

71. 3 Outcomes Outcomes Map Don’t want Want Bad press Lose key people Embarrassed Stock price to drop Keep it quiet Help recruiting Deal to work out No lawsuits

72. 3 Outcomes – Predictor 5 possible outcomes Excellent Strong Fair Weak Zero