Icebreaker Corporate Approach

THE GLOBAL CHALLENGES > 2015 ©icebreakerexecutive 2011 P 1

Profound technical and operational transformation will ensure survival

but growth will drive value creation

a confidential customer summary prepared for


.

“ I m p r o v i n g c o r p o r a t e p e r f o r m a n c e s h o u l d b e t h e s i n g l e f o c u s t or e v i t a l i s e t h e e c o n o m y . M a k i n g g o o d b u s i n e s s e s s e c u r e i sf u n d a m e n t a l ” . Tom Pickering

Emerging economies are a lethal blind spot leaving many businesses in

need of reinventing to avoid destroying value. Many fear EU market

economies that have shrunk between 4% & 13% against their run rate in

Q4 2007. With the scale of the challenge many CEOs are losing focus

rather than focussing the core business. icebreaker find consultants don’t

address the “so what” and solo interim is often compromised. This leaves a

gap to be filled to solve the onslaught of global issues and uncertainty

being faced. Many working capital challenges with so few options are

rapidly creating a crisis. It is in this world that icebreaker thrives with its

unique approach in providing specialist support flexibly through the best

executives. Firms must act decisively, and develop an agile capability to

run and respond in a tough market.

“9/10 turnarounds fail because cost cutting, growth and strategic leapsare not concurrent.” CEO P. Cuneo, turnarounds e.g. Marvel, Remington,Black & Decker, Clairol


LEE MYUNG-BAK - PRESIDENT SOUTH KOREA


Resourcing candidates from within the same sectors embeds the same blind spots; endorsingmore of the same. The classic interim solution often becomes proprietary and inflexible inchallenged environments. The icebreaker approach is leveraging our full teams’ resource to identify theright solution first time within days not weeks.

We leverage our breadth of skills to ensure that the broader aspects are considered, assesswhether the team is capable of implementing what is required, and identify what gaps are to befilled. It is this speed to get to a point of certainty and myopic eye on the outcome and qualityof our approach that makes icebreaker unique: forming the right plan, and executing that plan.

“ Yo u r ap p ro ach harks b ack to a p er i o d o f genu i ne co mp et ence” . . . “I despair at theclaims of ‘thousands of interims’ on most interim management firms’ registers. .... “There are, Iwould have thought, at the very most 500 senior executives worthy of the term in the UK, soone wonders at the calibre of the firms who cannot recognise this” Peter Brown investor and

seasoned Turnaround CEO


...


All too often corporate transitions are described as stressful, unproductive and confrontational: –

all symptoms that destroy value. The solution is usually characterised by shock-style

financial management, leaving the CEO’s who understand the complexity in short supply.

These factors and uncertainties are increasing the length of the recovery process, and

compromise the returns for investors.

“The project that I brought icebreaker Executive in for will increase the divisional profit annuallyby 10%. My initial thoughts were that I would need them for 10 months; clearly they wereright to challenge them at the time and delivered within 6 1/2 months. I honestly believethat without their input at a crucial stage in the project we may well still be thinking and

planning today.” Medical Products MD £200m plc

During an assignment, there is substantial knowledge gained in a business that is often

squandered when the interim moves on. This know-how is rarely shared internally or

retained to leave a legacy. These situations can also be fast paced leaving many

individual interim managers unable to move fast enough. Without supervision they fail to

deliver the scope of the task. icebreaker retains this value, available for the customers project.


Our team provides a holistic solution to achieve results. Like A&E you would expect a team

of experts to immediately identify problems and make the interventions; the surgeon,

anaesthetist and oncologist working closely together through the process to enable the patient

to stand once more on their own two legs. The icebreaker team provides this solution on a

portfolio basis, drawing on vast experience at hand, or from within our team of experts.

A view from a turnaround VC’s perspective ‘The second thing is something you’d neverlook for in any other sphere of business: a bad management team. What you want to see is abunch of idiots running the company’. Jon Moulton

Not afraid of taking the tough cal ls icebreaker recognise that any major change

program has substantial development opportunities for the client’s team and identifying

those who can make it is our core expertise. All programs are peer reviewed and challenged

using our Award Winning experience from the most challenging circumstances. In the current

climate it is essential to be able to run a business from the leanest / most scalable business

model possible, and concurrently improve customer service.

THE GLOBAL CHALLENGES > 2015 8

SUPPLY CHAIN DIRECTOR LEXAR MEDIA INC


“THAT’SWHYASPICKERING SAYS TREND HAS ITS CAKE AND IS EATINGIT.” DR. MAREK SZWEJCZEWSKI CRANFIELD UNIVERSITY


All of this experience is available formally or informally at any time on any assignment.From a pool of circa 500 seasoned turnaround applicants icebreaker have retained 16 that havemet the criteria and have the right profile. The icebreaker business model continues toattract the best candidates. icebreaker has exited 3x as many people as have joined to buildtheir current capability.

These icebreaker executives take a pragmatic and very serious view of due

diligence, knowing they will be the individuals who will be responsible for

implementing the plan, delivering the results, and developing the incumbent team.

‘And of course, the management may contain one complete nutcase who isleading a group of quite sensible people down the Swanee’. Jon Moulton

Our FDs quickly get to grips with the scenario legalities, can cope with all that a

turnaround throws at them, have the ability to move at speed and immediately put the

right controls in place and where necessary, to triage the scenario.

“Six branch Homewares retailer making a £166k loss on £2.4m turnover, had runout of cash and bank were refus ing further credi t . Within four weeks the mainstore posted 8% like for l ike sales increase and 1% improvement on margin. Stockand overheads reduction made the business solvent and the operating model nowworks.” icebreaker Interim FD, “The matter is now resolved” (Alan Curtis RBS)


Resourcing of icebreaker programs is dispassionate. The icebreaker team accept that resourcing will

adapt as the scenario unfolds rather than to suit them. A consistent approach and way of working is

followed set out in our code of conduct, and membership agreement. These agreements have

been honed to a very refined degree to suit the emerging circumstances over the last 5 years.

icebreaker provides the customer an overhead free managed solution alongside the best financial

and operational skills from the most challenging environments. The reward structure is aligned

with the customer. The icebreaker team are “fat cat free” equally adept at engaging with level of

resourcefulness to cope with a £1.8m SME 1-3 days per month and with the gravitas to turn

performance in a £150m ->£2bn plc.

A VC b o u ght th e E u ro p ean re t a i l b u s i nes s 24 mo nt hs ag o . S i n ce 20 07 re venu ehad dro p p ed f ro m €500m to €150m, t h i s dro p i n r even u e m ade wo rk i ng ca p i ta land c as h man agem ent b u s i nes s cr i t i ca l . The VC e ngag ed i c eb re a ker to r ed u cei nven to ry and c reate an a ccu rate v i e w o f the c as h f o reca s t t hr o u gh a p er i o d o fs l o w trad i ng Q 1 20 12. T he p l an ta rgete d a €4.5m redu ct i o n i n i nv ento r y b y theend o f Q2 and a to t a l o f €8m b y the end o f 2012. V C - “ T he p r o ject has c reate d area l f o cu s and s u cces s f u l l y l au n ched the s t o ck r edu ct i o n p ro jec t . I c e b reaker ’ sf i nan c i a l s u p p or t to check th e b a l ance s h eet a nd ca s h f l o w en ab l ed a ver ys u cces s f u l o u tco me w i th th e b an k to s ecu re th e ext ra f u nd i ng f ac i l i ty to s eethro u gh Q 1


“ 4 p ro nge d Ve ndo r co l l ab o rat i o n s t rateg y wa s i mp l eme nted s et t i n g a newstandard for the Aerospace industry . Attracted through an uncompromisingrecruitment process some of the best industry experts. Created the basis of theEngineering Academy and foundations of a centre of excellence.” icebreaker Interim Head ofEngineering “Significantly over delivered in unexpected ways beyond the brief” Iain M.

Director Safran Aerospace

In 2006- 2008 icebreaker developed a

leading edge course with CEO GB to

close this gap – the basis of another

award nominated turnaround

assignment.

“Without doubt the most

powerful formal learning

experience of my life. Everyone

who participates with an open

mind will come away from the event a changed person. A must for senior management

operating in a rapidly changing environment”. Sean Former CPO Baxters Group

A quiet low key persona with a most tenacious commercial ly driven process. In hourshe picks up all the key elements of a business issue and feeds back a detailed actionplan that with his personality breeds real confidence in his abil ity to transform achallenging business situation. Great guy and fun to trust and work with in anyinterim executive high level management role .” John Webster CEOGB on icebreakerCEO


Consistency of approach, the highest integrity and the ability to get the plan right first time are our

key differentiators. This enables us to pull forward project delivery without additional cost. Deliver

and embed step change in the most challenging scenarios is our comfort zone.

“The best practices implemented were based on collecting hard data from leading players inthe industry; sold to all stakeholders and the project was successfully progressed toimplementation” Bob D Executive Centrica


“CEO, EUROPEAN PACKAGING MANUFACTURER


1. Organisations need more urgency - a view of the immediate /

emerging threats & actions

2. Change often never happens - doing the same things JUST with less

people

3. Lack of effective, resourceful , or accountable external support -traditional consultants have been found out

4. Breadth without depth – central to good decision making and execution

5. Creating Cash - organisations need now to survive from their existing

financial resources

6. Incremental sales - forgotten how to sell, focus on the customer

segment, use channels + emerging (social media etc)

7. Post consolidation capability and efficiency is low - basic controls at

“point of use” missing

8. Management victims of weak corporate oversight - allowed to develop

blind spots & not effective at engaging employees

9. Misaligned action with the rhetoric – front line employees unsupported,

complacent and lack focus – a threatening environment

10.Resourcing broken - squanders value through lack of capability &

cultural fit.

11.M&A / Turnaround – supporting decision making to ensure value is

understood and realised.

Good news - competitors are often weaker, so you can improve on even the best

strategies.


support due diligence, set targets, identify plans and own

implementation.

icebreaker lead chief performance officer allocated to the

customer with another seasoned executive in support for the customer, together accountable

for flexibly resourcing; Getting plans on track, accelerating improvement, and developing stand

alone capability – exit. QA managed centrally via icebreaker executive reporting to the PE /

customer.


Our operations ability reduces risk, identifying top line weaknesses, customer threats,

investment gaps, people capability, contractual traps and fraud.

“Brought in at a t ime when the investors were unhappy with the performance ofthe business and the existing CFO had just resigned. There was an urgent need to workc losely with both the senior management team, and also with the stakeholders whoincluded two leading VC’s and two major UK banks. The MD thanked him for their effortsin challenging times and said we had done a great job. The business was subsequentlysold and all the stakeholders (who had previously been ‘under water’) ended up with anexcellent return.” World mark International. The VC’s were Bridge point & Hg Capital; the two

Banks were BOS and Barclays Bank


.

Identify and building value from an implementation perspective. icebreaker has deliveredsome exceptional work through the well proven icebreaker business model. This modelenables customers to scale without fixed overhead and free their time to focus on their

core capabilities – oversight, deals and financing.

“Overheads were reduced by 20% through the termination of the (highly remunerated) CFOand Marketing Director and further headcount reductions across the board (annual savings$1m) coupled with sale of a Swiss subsidiary and 50% of the non-core European fibre opticnetwork to a Singapore.” icebreaker FD Viatel which sold its Swiss subsidiary to Swisscom and

subsequently half of its European network to Global Voice, a Singapore listed Company.

The major investor in Viatel was Morgan Stanley.


Icebreaker’s leading edge experience and people development capability is focussed on

capability building and better coverage for the organisation in the press. icebreaker

engagement is seamless; we wear the company fleece and rewards aligned to the

stakeholders reward model. We provide the opportunity to free up the customer from

having to get involved in recruiting and resolving difficult management issues.

Yet at all times there is full accountability with a single icebreaker nominated contact

allocated for the customer. 2nd level QA is managed by icebreaker executive to adjust

resourcing as required, oversee customer review and progress sign off every 2 weeks. The core

team and icebreaker executive runs parallel advice from our trusted experts to keep us up to

date with and ensure we are following the latest legal guidelines.

“You’ve certainly brought a new dynamic to the management team here and put in placesome robust and sustainable practices; our big job now is to keep it going and moveourselves even further forwards. “We have some good people now and I’m confident that wecan do it.” Management Safran Aerospace

(Source Companies House)


MEDICAL PRODUCTS DIVISIONAL MD ARJO HUNTLEIGH


icebreaker executives are expert at implementation - providing customers with incisive

decision making honed by their vast sector and award winning operational management

experience. Individually and as a team - we share four key traits that underwrite our

exceptional implementation skills.

1. We set a very few clear priorities for creating value and communicate

these consistently

2. We put the right people in the right jobs and focus and support them on the right

objectives

3. We create a robust structure and adhere to formal decision rules and assign specific

roles.

4. We link robust decision-making procedures to well-tuned business processes and

continually raise the bar to develop high performing teams for effective execution.


The icebreaker team think like business owners. We are a resourceful firm of situation

specialists that work with corporate customers, private equity and other leading

organisations; who have very ambitious plans, or face significant challenges. A

team of expert Senior Execs with award winning and extensive multi sector

turnaround, business change and improvement experience across all key functional

areas taken from leading periods of critical value growth in both SME and FT100.

Many good businesses unaware of 2012’s emerging complex threats will

unnecessarily fail by being unable to navigate through new challenges. The

icebreaker Solution provides “a one stop shop” to integrate the elements of the

solution to accelerate the recovery.

Complete Integrity. If we can’t deliver a substantial return our

commitment is that we won’t engage.

CEO icebreaker executive interim management limited

TOM PICKERING CEO

getting to “a successful legacy”John Webster is icebreakerexecutive non executive chairman. John created the professional

development program of the icebreaker team to ensure we build long term shareholder and

customer value, to enable a seamless engagement in crisis and turnaround scenarios, and leave

an enduring legacy. John is an experienced CEO with a successful track record in financial services,

Banking, technology start ups, Venture Capital, Executive coaching and Private equity.

getting to “operations excellence”Tom is CEO of icebreakerexecutive. Tom heads up the icebreaker team provides program

oversight to maximise results. Tom is an award winning executive, mild mannered but with a

stoic resolve. Experience; Safran Aerospace, Saudi Telecom, Lloyds, RBS, Sumitomo, Lucas

Automotive plc, Novar Inc, Trend Controls, Birds Eye, Post Office, Getinge Group, Johnson

Services, Kodak & Lexar Inc . Tom is an elected Fellow of Inst. Eng. & Technology

getting to operations excellence from good or crisis; Business Plan Summarynetwork deployed role / icebreaker team trusted delivery partners

Industry Sector SME Retail B2B technology Global Aviation Group FMCG electronics

Client need Serious B2B contractual risks through poor quality delivery and delay Resolve complacency / inflexibly in the face of major complexity Crisis, insolvency and lack of financial control, planning or management serious customer complaints, and misaligned activity with business requirements

Client Trend Controls (Honeywell), Safran Aerospace, Retail FMCG, Huntleigh Healthcare

Compelling event management crisis of confidence, failure and serious de-motivation investor crisis of confidence road blocked major engineering project and contractual risks and delays unreliable delivery / cash and profit, dysfunctional misaligned teams

Business Benefits

achieved and or

actions deployed

merger, site closure and relocation, step change cost reduction refinancing, cash control, x functional working to maximise results rigorous organisation structure, defined roles with capability assessment motivated, engaged teams with robust KPIS

Investment £510,000 (4 project case studies)

Outcome Cultural change alongside robust stand alone legacy, standalone legacy; management capable to take the business forwards robust measurement and business processes

Qualitative 2 Awards Cranfield DTI 1 concurrent award, robust succession plans, career paths establishing centres of excellence; aerospace engineering academy organisation structure; manageable businesses, measured performance

Quantitative program pull forwards up to 12months, vs. original targets integrated customer - end - end customer teams including engineering design, manufacturing, procurement, customer service and

customer support, sales and marketingCase Studies See details below

customer

satisfaction

24 hr problem resolution, 21% customer survey improvement, lead time-1dy fully integrated customer view within operations, x functional improvement processes (*1) delivering 60 implemented changes’ /m),

and process and value engineeringprofit / cash

improvement

£50,500,000 (4 case studies) cash pull forwards by up to 12m, vs. original targets Typical reduction in overheads 10%, and 10-25% operating cost reduction, 15% price

increases, 25% material cost reduction in good companiesROI 99 (2002 – 2011) 4 case studies

getting to “successful M&A to avoid a crisis”Paul Siegenthaler heads up the icebreaker M&A capability of icebreakerexecutive. Paul has over two

decades of experience in successfully planning and leading the integration of businesses involved in

acquisitions or mergers, delivering the value of the business case those M&A deals had promised the

shareholders, managing the complexities of cross -cultural and cross-border integrations across Western

Europe and North America, without being adversely affected by the integration process. Experience;

United Distillers Deutschland GmbH, Diageo plc, Diageo North America, Linpac, Selecta, Wincanton plc,

Brakes, Northern Foods plc, Portfolio companies owned by AXA Private Equity and Permira. . Paul is

lecturer at HEC Business School (Paris) & LSE, Author of “Perfect M&As – The Art of Business Integration”

getting to successful M&A; Business Plan Summary

network deployed role / icebreaker team trusted delivery partners

Industry Sector Cross Sector FTSE 250 companies Multi-site / Pan-European PE/VC owned companies

Client need Challenge secondary due diligence Plan & prepare business integration (ahead of closing) Deliver business case of M&A (cost savings, integrated organisation) Post-event integration (companies that have grown historically by M&A)

Client case studies Diageo North America, Linpac, Selecta, Brakes

Compelling event Regulatory requirement for a partial divestment (for M&A approval) Forthcoming closing of an M&A deal or carve-out Identified efficiency gap resulting from lack of integration / harmonisation

Business Benefits

achieved and or actions

deployed

Business integration with no adverse impact on daily business performance Process harmonisation / improvement / adoption of best practice Synergy savings / Speed of execution with minimized disruption to ongoing business Improved organisation design and HR Processes Integration delivered on time and within budget

Investment cost of

project

£ 100,000 to £ 60 million depending on scope and duration(4 project case studies)

Outcome Cultural change robust stand alone legacy, Improved profitability, robust basis for future growth Elimination of “baggage” inherited from past history

Qualitative successfully delivered integration programmes on a variety of scales, from acontinental scale with a programme budget exceeding USD 100 million, to localintegration or carve-out projects

Quantitative range from an annual EUR 8.3 million improvement in EBITDA in the case of aEuropean merger, to a total USD 193.3 million in the eight years following thecompletion of a USD 110.8m programme in North America

Client’s Customer

satisfaction

“Paul Siegenthaler’s experience as a practicing manager in the field of internationalM&A is unrivalled. His insights and advice are invaluable”. Professor ChristopherBones, Dean, Henley Business School.

profit / cash

improvement

To budget

ROI To business plan

getting to “growth”Karl heads up the commercial strategy supporting customers get to growth. Karl is real; innovator: achievingbusiness growth & turnaround man agement, improved customer experience, enhanced team performanceand business agility, management development. Able to problem solve and ably implement business growth,improve cash and margin positions as well as increase sales . Experience; VKRS A/S, Enterprise Ireland, NovarPlc, British American Tobacco Plc & Diageo Plc. Sector experience; Construction, Engineering, Environ mental,Consulting, Manufacturing, B2B, & FMCG

Getting to Growth; Business Plan Summarynetwork deployed Role / project delivery

Industry Sector SME B2B/ technology FMCG/ electronics

Client need Commercial Contractual Risk Sales complacency/ lack of growth Lack of customer insight/ product management Poor customer service/ high levels of customer complaints

Client where possible Trend Controls (Honeywell), International Building Products Group, International BlueChip FMCG

Compelling event Management crisis of confidence, Refinancing requirement, Major project risks Lack of product innovation/ losing ground to competitors Unreliable delivery / cash and profit

Business Benefits

achieved and or actions

deployed

Commercial restructuring BPR implementation Cash control, Rigorous organisation structure Motivated engaged teams with robust KPI’S

Investment £450,000 (3 project case studies)

Outcome Improved team performance Cultural change robust stand alone legacy, Improved customer retention Robust measurement and business processes

Qualitative Robust succession plans Organisation structure manageable businesses Robust commercial structures

Quantitative Compound YOY growth Margin growth and cost base reductions (more with less)

Case Studies See details below

customer satisfaction Reduced service costs Integrated customer view and effective NPD processes

profit / cash

improvement

£47,000,000

ROI 104 x

getting to “financial sustainability”David Mitchell BCOM (HONS), FCA, FCT, MIFT is the icebreakerexecutive financial lead . David operates atMain Board level either as CRO, CFO, FD or Adviser across listed and private e quity backed businesses in boththe UK and Europe. Hands on experience of the difficult steps to right size underperforming businesseswithout sacrificing top line effectiveness. Has a proven track record of preserving enterprise value andmanaging stakeholder expectations. Experience include Manufacturing, Engineering, Property &Construction, Facilities Management, Automotive, Chemicals, Healthcare, IT, Telecommunications & Media.David is on the selection panel for the Institute for Turnaround

getting to financial sustainability; Business Plan SummaryNetwork deployed Client Board

PE houses Major Banks’ Business Support Units Sourcing specialists

Industry Sector Telecoms Manufacturing Healthcare

Client need Refinancing Restructuring Cash management Turnaround & Transformation Profit improvement Cost reduction

Client Viatel Worldmark Care Principles

Compelling event Underperforming businesses Pressure on cashflow Weak financial management Banks’ nervous on debt recovery No Direction or accountability

Client benefits,

outcome & satisfaction

achieved

Profit improvement Cost savings New financial management & processes Businesses sold with significant return Client delighted with DM contribution

Investment Average of £200K per project

Case Studies See links

Profit / cash

improvement

Average of £2M per project

ROI Average of 15:1

getting to “sustainable supplier advantage”Sean heads up the icebreakerexecutive strategic procurement capability. Sean identifies how businesses

can achieve long lasting market competitive supplier performance to maximise value for money

simultaneously establishing Procurement structures and ways of working that embraces appropriate best

practice. Sean is driven to create a successful legacy for clients . Experience; Lucas, Esab Group Ltd, Baxter

Food Group, Sayga Group, Eisai, Weir Group, Pfizer, Iceland Food Group, GlaxoSmithKline, NSK/RHP, Krupp

Camford and Lucas Automotive.

strategic vendor alignment; Business Plan Summary

network deployed Client Stakeholders Critical Vendors Trusted Partners – Sourcing, Engineering, Quality, Planning, Inventory

Industry Sector Engineering & Manufacturing Food, FMCG & Retail Pharmaceutical Public Sector

Client need Turnaround & Transformation Functional reengineering Cost reduction

Client NSK/RHP Iceland Weir Valves & Controls Eisai Ministry of Defence

Compelling event Uncompetitive methodology Poor value for Money Wasteful No Direction

Client benefits,

outcome & satisfaction

achieved

Clear direction and way of working Outstanding VFM and contribution to Bottom Line Waste minimisation Realignment of procurement within the business

Investment Average of £120K per project

Case Studies See links

Profit / cash

improvement

Average of £2.5M per project

ROI Average of 21:1

icebreakerexecutive interim management ltd

Registered Office:Sycamore House, Cranleigh, GU6 8ATCompany No. 06560465

T: +44 (0)207 193 5518E: [email protected]: www.gettogrowth.com

Bronze Sponsors of TMA(UK)

Icebreaker Corporate Approach

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