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OWNERSHIP OF A COMPANY OR ORGANIZATION

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Title: OWNERSHIP OF A COMPANY OR ORGANIZATION


1
Management Principles and Organizational Control
A special course for the MBA program 2001 Beijin
g, China By Frederick Y. S. Ho
This presentation is incomplete without the
accompanying discussion. It is confidential and
intended solely for the information and benefit
of the immediate recipient hereof.
2
Introduction to this course ...
  • This is a general management course designed for
    managerial executives with potential to hold
    responsibilities over company profit and loss.
  • The objective of this course is to introduce
    legal devices and measurement tools in
    organization to
  • identify responsibility of each individual, to
    avoid the abuse of power, conflict of interest,
    loss of control, or any other form of
    irregularity that will result in damage to the
    interest of the shareholders, or effect the moral
    of the employee
  • cover the practice management can depend on to
    discover any irregularity, assess the damage,
    identify the responsible party, and to take
    prompt corrective action to minimize damage.
  • Provide frame work for loyal employee to
    participate and devotee themselves in business
    decision without hesitation.
  • This course will be introduced through a total of
    32 hours of class-room type lecturing, slides
    presentation, and discussion.

3
The contents of this course contains the general
ideas used by many senior executives to assure
the optimal control of the business ...
  • This course is divided into three sections
  • I. System and organization
  • II. Planning cycle
  • III. Employee motivation

4
Contents
  • I. System and organization
  • A. Organization
  • B. Management by system
  • C. Auditing
  • II. Planning cycle
  • A. Introduction (What)
  • B. Organization
  • C. Purpose (Why)
  • D. Structure (How)
  • E. Responsibility (Who)
  • F. Planning period and cycle (When)
  • G. Measurement
  • III. Employee Motivation
  • A. Compensation package
  • B. Human resource development
  • C. Work environment
  • D. Objectives

5
Section I. System and organization covers the
following topics ...
  • I. System and organization
  • A. Organization
  • 1. Company ownership and types
  • 2. Business objectives and scope
  • 3. First shareholders meeting
  • 4. Articles of Association
  • 5. Company By-laws
  • 6. Share issuing
  • 7. Shareholders meeting
  • 8. Board of Directors
  • 9. Chief Executive Officer (CEO) / President /
    General Manager (GM)
  • 10. Organization trends

6
Section I. System and organization covers the
following topics ...
  • I. System and organization (continued)
  • B. Management by system
  • 1. Authority and responsibility
  • 2. Organization Chart
  • 3. Job description sheet
  • 4. Authority and approval manual
  • 5. Reporting system
  • 6. Company policies and procedures
  • 7. Performance Management system
  • 8. Management information system
  • 9. Information Control system
  • 10. Committees

7
Section I. System and organization covers the
following topics ...
  • I. System and organization (continued)
  • C. Auditing
  • 1. Financial auditing
  • 2. System auditing
  • 3. Quality auditing
  • 4. EPA related issues
  • 3. Legal and obligation auditing

8
Company or organizations ownership may take on
several forms
I. System and organization - A. Organization - 1.
Company ownership and types
  • Government - Treasury, Ministries
  • Government Departments - Provincial or special
    shareholding departments / organizations
  • Private individuals
  • Partners
  • Public
  • Holding company
  • Any combination of the above

9
The company or organization type may also vary
I. System and organization - A. Organization - 1.
Company ownership and types
  • Unlimited company
  • Limited company
  • Partnership
  • Shareholding company
  • Foreign owned company

10
Unlimited company
I. System and organization - A. Organization - 1.
Company ownership and types
  • Two or more owners (or specified by law)
  • Unlimited responsibility
  • Management by owners

11
Limited company...
I. System and organization - A. Organization - 1.
Company ownership and types
  • 5 to 21 shareholders as specified by law
  • Shareholders responsibility is limited to the
    investment
  • Normally privately held and managed by
    shareholders or entrusted managers

12
Partnership company...
I. System and organization - A. Organization - 1.
Company ownership and types
  • One or more shareholders with unlimited
    responsibility
  • One or more shareholders with limited
    responsibility
  • Normally managed by responsible party

13
Shareholding company ...
I. System and organization - A. Organization - 1.
Company ownership and types
  • Shares owned by seven or more shareholders
  • Shares can be traded, bought, and sold
  • Shareholders responsibility limited to the amount
    invested
  • Managed by a board of directors
  • Subject to Government supervision

14
Foreign company ...
I. System and organization - A. Organization - 1.
Company ownership and types
  • Ownership by foreign entity, company, or citizen
  • Subject to local Government law
  • Subject to trade and tax agreement between the
    two Governments

15
The business objectives usually states the
interest of the investors ...
I. System and organization - A. Organization - 2.
Business objectives and scope
  • Financial
  • Maximum return of capital employed
  • Long and short term profit
  • Others
  • Market share
  • Leadership in technology
  • Manpower development
  • Within Government policies
  • High ethical standards
  • Employment obligation
  • Environmental protection
  • Social obligation
  • Effective communication
  • Weather changes in the environment

16
The business scope identifies the business limits
...
I. System and organization - A. Organization - 2.
Business objectives and scope
  • Identify and focus business
  • Emphasize strengths
  • Restrict dilution of resources
  • Restrict authority of the board and management
  • Limit risk
  • Eliminate conflict of interest

17
Shareholders meeting are held by the owners of
the shares of the company to ...
I. System and organization - A. Organization - 3.
First shareholders meeting
  • Define and approve
  • Articles of Association (Incorporation)
  • By-laws (if any)
  • Appoint directors
  • Appoint supervisor
  • Acts as the highest authority of a company

18
Every company has Articles of Association
(Incorporation)
I. System and organization - A. Organization - 4.
Articles of Association
  • Most important document of a company
  • Part of initial incorporation papers
  • Supplemented by the by-laws if needed
  • Specify critical information as requested by law
    and needed by the shareholders

19
The contents of the Articles of Association
I. System and organization - A. Organization - 4.
Articles of Association
  • Interested parts
  • Business needs shareholders approval
  • Initial Directors
  • By-laws
  • Incorporator
  • Annual meetings
  • Company name
  • Location-Jurisdiction
  • Duration
  • Objectives
  • Business scope
  • Shares / Capital
  • Par value
  • Forming of the Board
  • Voting rights
  • Majority votes
  • Indemnity
  • Pre-emptive rights

20
The Company By-laws define the ...
I. System and organization - A. Organization - 5.
Company by-laws
  • Office address
  • Shareholders meetings
  • Board of Directors
  • Company Officers
  • Share Certificate
  • Dividends
  • Supplement of information to the Articles of
    Incorporation
  • Fiscal year
  • Debt ratio
  • Accounts
  • Reports
  • Third party auditors
  • Major business decisions
  • Others

21
Share issuing
I. System and organization - A. Organization - 6.
Share issuing
  • Par value
  • Total number of shares approved
  • Initial issuing
  • Issuing of balance shares
  • Registration / Recording
  • Transfer
  • Additional share issuing
  • Shareholders right of additional share issued
  • Sale of shares
  • Governments role
  • Anti-trust law
  • Voting
  • Liquidation

22
Shareholders meeting are held regularly as
specified by the By-laws
I. System and organization - A. Organization - 7.
Shareholders meeting
  • Annual meeting
  • Location of meeting
  • A Notice is sent to all Shareholders
  • Voting of shares
  • Transfer books and fixing records date
  • Quorum of Shareholders
  • Voting list
  • Restrictions

23
Board of Directors are specified by the By-laws
I. System and organization - A. Organization - 8.
Board of Directors
  • Number of elected Directors
  • Terms of Directors
  • Vacancies
  • Quorum of Directors
  • Annual meeting
  • Place of meeting
  • Election of the Chairman
  • Voting rights
  • Compensation
  • Supervisor

24
The Chairman of the Board is elected by the Board
of Directors and ...
I. System and organization - A. Organization - 8.
Board of Directors
  • Could be the Chief Executive Officer (CEO)
  • Calls and manages the Board meetings
  • Casts final vote during any deadlock
  • Acts on behalf of the Board to appoint the CEO
    and company President
  • Responsible for share issuing
  • Answers for shareholders meeting
  • Maintains relationship with shareholders

25
The Board of Directors are responsible for...
I. System and organization - A. Organization - 8.
Board of Directors
  • Issuing of new shares
  • Comments to the shareholders any change in the
    Articles of Association
  • Appointment of CEO and President
  • Approves the compensation package for the CEO and
    the President
  • Approval of the annual budget and capital budget
  • Approval of year end results
  • Declares dividend
  • Approval of organizational chart as proposed by
    the President
  • Establishes banking roles of the company
  • Approval of authority of CEO and President
  • Appoints third party auditor
  • Approval of major business decisions
  • Approves major company policies
  • Fiscal year

26
The Board of Directors normally wish to approve
or to be informed on important decisions
involving
I. System and organization - A. Organization - 8.
Board of Directors
  • Modification or changes to the scope of the
    business
  • Plans to merge or acquire another company
  • Acquisition of real property
  • Any business effecting the environment, labor,
    and union issues
  • Changes in the debt ration or further loans
  • Granting of guarantee or warranty
  • Major deviation from approved business plan or
    budget
  • Arising or potential legal issues
  • Issues related to business ethical standards
  • Conflict of interests
  • Hiring or firing or senior or key officers
  • Major unplanned changes in the organization
    structure

27
The CEO, President, or General Manager is
responsible for...
I. System and organization - A. Organization - 9.
CEO / President / General Manager
  • Achieve highest return on investment
  • Safe guard shareholders investment while
    minimizing risks
  • Organize and maintain a dynamic, committed, happy
    and balanced team to fulfill company goal
  • Maximum utilization of all resources
  • Effective communication with the Board of
    Directors
  • Weather changes
  • Maintain high ethical standards
  • Fulfill social obligations
  • Ahead of industry in Technology and
  • Human Resource development

28
Organization trends vary by industry, country,
and company age ...
I. System and organization - A. Organization -
10. Organization trends
  • Centralized
  • Decentralized
  • Shared services
  • Vertical slide concept
  • Merging
  • Breaking-up
  • Hierarchical
  • Flat organizations

29
Comparison of centralized and decentralized
organizations
I. System and organization - A. Organization -
10. Organization trends
  • Decentralized
  • Different business nature
  • Different markets or customer groups
  • Social / cultural barrier
  • Geographic reasons
  • Changing of location situation
  • Can be efficient
  • Flat organization
  • More flexible
  • Possible only when
  • Equal concept
  • Communication system
  • Well established reporting system
  • Centralized
  • Same nature of business
  • No social / cultural barrier
  • Effective control
  • Changing of environment
  • Efficient
  • Uniform policies and procedures
  • Tighter control
  • Tend to have more layers
  • Always control until affiliates are ready

30
Shared services organization
I. System and organization - A. Organization -
10. Organization trends
  • Business units remain separate entities in many
    locations or countries
  • Support functions are shared and placed at single
    location
  • Improved service to customers
  • Typical shared service functions include Finance,
    Accounting, Procurement, Information Technology,
    and Human Resources
  • Significant synergies may be obtained
  • Reduced operating costs
  • User pay system for charging costs to business
    units
  • Must conform to local laws and regulations in
    multiple locations

31
Vertical slide concept
I. System and organization - A. Organization -
10. Organization trends
  • Product line responsibility
  • From manufacturing, research, to marketing
  • Sharing of service manpower and facilities
  • Total profit and loss responsibility
  • Performance by return of capital employed or cash
    generation rate
  • A must when different product / business with
    different
  • Product life
  • Competition
  • Business environment
  • Profit and return rates

32
Merging of business
I. System and organization - A. Organization -
10. Organization trends
  • Result of new communication / office facilities
  • New management concept
  • Business fit
  • Flatter organizations
  • Better managers
  • Reduce top level / overhead costs
  • Minimize duplication of efforts
  • Consolidation to increase power
  • Reduce competition
  • However, it is
  • Governed by the Government
  • Anti-trust laws may apply
  • May not be beneficiary to the end-users
  • Chance of foul play
  • Tends to increase shareholder stock value

33
Company breaking-up
I. System and organization - A. Organization -
10. Organization trends
  • Companies may separate due to the following
  • Nature of business
  • Different culture
  • Competitive pressures
  • Raw material change
  • Market change
  • Territory
  • Political
  • Improved efficiency
  • Reduced overhead
  • Reduce risk / liability
  • Asset re-assignment
  • Sourcing / sharing service
  • To dilute ownership stock value
  • Still may be under one ownership

34
Hierarchical versus flatter organizations
I. System and organization - A. Organization -
10. Organization trends
  • Hierarchical organization
  • Multiple layers
  • Many jobs / titles
  • Centralized control
  • Career focused
  • Greater emphasis on managing labor costs
  • Flat organization
  • Fewer layers
  • Fewer jobs / titles
  • Tend to be decentralized
  • External focused
  • Greater emphasis on managing accountability
  • Flexible
  • Strategy driven

35
Section I - Part B covers the following topics ...
  • I. System and organization (continued)
  • B. Management by system
  • 1. Authority and responsibility
  • 2. Organization Chart
  • 3. Job description sheet
  • 4. Authority and approval manual
  • 5. Reporting system
  • 6. Company policies and procedures
  • 7. Performance Management system
  • 8. Management information system
  • 9. Information Control system
  • 10. Committees

36
A clear definition of authority and and
responsibility of each job makes the system more
effective ...
I. System and organization - B. Management by
system - 1. Authority and responsibility
  • Employee performs better with greater job
    satisfaction
  • Efficiency in decision making
  • Cost saving can be achieved
  • Clearly identify cause of problem and find a
    faster solution
  • One person receives only one order from one
    supervisor
  • Avoid jump of levels for instruction and
    reporting
  • Easier to evaluate performance
  • Reduce personal conflict

37
An organization chart graphically identifies the
reporting structure ...
I. System and organization - B. Management by
system - 2. Organization Chart
  • Covers the whole company
  • Defines divisions, departments, or any work unit
  • Clearly identifies responsibility
  • Administration / function / matrix reporting
    system
  • One supervisor concept
  • Avoid crossing of reporting lines
  • Properly updated and approved at all times
  • All parties must be fully and timely informed of
    any revisions

38
A job description sheet should be available for
each position in the company ...
I. System and organization - B. Management by
system - 3. Job description sheet
  • The job description sheet identifies
  • Title
  • Location
  • Person reporting to
  • People responsible for
  • Purpose
  • Job responsibilities and duties
  • Decision making authority
  • Performance measures
  • Education requirements
  • Experiences and other requirements
  • Always up-dated and approved
  • Related parties should be timely informed

39
Each function should have an authority and
approval manual ...
I. System and organization - B. Management by
system - 4. Authority and approval manual
  • Specify the authority, responsibility, and
    approval procedures for
  • Sales
  • Finance
  • Assets
  • Manufacturing
  • Materials
  • Human resources
  • Technology
  • Public relation
  • Normally managed / communicated through a manual
  • Clearly identify level of job / responsibility
  • Clearly identify limits
  • Properly updated and approved at all times
  • All parties are informed
  • Provides consistency for companies operating in
    multiple locations

40
The sales function authority and approval manual
may include ...
I. System and organization - B. Management by
system - 4. Authority and approval manual
  • Price lists
  • Credit limits
  • Payment terms
  • Contract terms
  • Credit approvals
  • Discounts
  • Volume
  • Early payment
  • Promotional
  • Special prices
  • Free samples
  • Advertising / Promotion / Literatures / Trade
    shows
  • Allocation
  • Business Expenses
  • Travel

41
The price list section of the sales authority and
approval manual may include specific details such
as ...
I. System and organization - B. Management by
system - 4. Authority and approval manual
  • Value of goods or services
  • Demand and supply
  • Affected by factors
  • Time
  • Location
  • Benefit
  • Alteration
  • Competition
  • May or may not be affected by costs
  • Fair trade practices
  • Payment terms must be shown
  • Volume discounts related to operational costs
  • Must be logical and fair
  • Must be up-dated and published
  • Must be approved by the proper authority

42
The credit limit and payment terms section of the
sales approval and authority manual may include
...
I. System and organization - B. Management by
system - 4. Authority and approval manual
  • Payment terms as part of the costs
  • A method to count payment days
  • Credit limits
  • Credit risks
  • Customer credit evaluation such as
  • Financial strengths
  • Other assets
  • Risky exposure
  • Other businesses
  • Ownership
  • Credit investigations
  • Credit committee
  • Conflict of interests
  • Must be properly approved

43
The financial functions authority and approval
manual may include ...
I. System and organization - B. Management by
system - 4. Authority and approval manual
  • Bank account
  • Loans
  • Interests
  • Depreciation
  • Transfers
  • Payment of
  • Expenses
  • Goods / Raw materials
  • Duties
  • Equipment
  • Assets
  • Services
  • Taxes
  • Cash advances
  • Payroll

44
The assets authority and approval manual may
include procedures on ...
I. System and organization - B. Management by
system - 4. Authority and approval manual
  • Fixed assets Real estate, office building,
    plant, warehouse, manufacturing equipment, etc.
  • Liquid assets Tank cars, automobiles, office
    equipment, furniture, etc.
  • Procurement, disposal, leasing, renting, etc.
  • Payment terms
  • Utilities
  • Maintenance schedule and contract
  • Taxes
  • Fees

45
The manufacturing authority and approval manual
includes ...
I. System and organization - B. Management by
system - 4. Authority and approval manual
  • Specifications of product
  • Specifications of raw materials
  • Specifications of supplies
  • Equipment
  • Operation conditions / hours
  • Selection of energy source
  • Environmental and Environmental Protection Agency
    (EPA) issues
  • Operating hours / number of shifts
  • Allocation of capacity
  • Off specification products
  • Disposal of waste
  • Logistics
  • Packaging
  • Turn around
  • Plant shut-down

46
The materials authority and approval manual may
include ...
I. System and organization - B. Management by
system - 4. Authority and approval manual
  • Specifications
  • Sampling
  • Quality control and testing
  • Waiver
  • Safe inventory levels
  • On-time delivery system
  • Storage
  • Loss control
  • Free samples
  • Procurement procedures
  • Pricing
  • Supply contract

47
The human resources authority and approval manual
includes ...
I. System and organization - B. Management by
system - 4. Authority and approval manual
  • Identification of jobs and responsibilities
  • Work load considerations
  • Define qualification requirements
  • Long and Short Term Manpower requirement
  • Long and Short Term Manpower Plan
  • Training Programs
  • Define reporting structure
  • Job classification / grade definition
  • Recruitment / Hiring / Termination
  • Evaluation / Performance review / Force ranking
  • Cost of Living Study
  • Promotions
  • Salary adjustments
  • Vacation schedule

48
The human resources authority and approval manual
also may include ...
I. System and organization - B. Management by
system - 4. Authority and approval manual
  • Establish compensation policy and system
  • Establish salary scale / pay bands
  • Establish other beneficiary coverage / policies
  • Insurance - Life/Medical/Dental/Disability/etc.
  • Savings plan (401K, Provident funds)
  • Retirement
  • Company stock options
  • Others
  • Bonus
  • Fixed - 13 month, guaranteed bonus
  • Performance related
  • Key Performance Index (KPIs)
  • Profit sharing - by business unit and/or by
    company

49
Modern reporting systems provides management with
updated, accurate information on a just in time
basis ...
I. System and organization - B. Management by
system - 5. Reporting system
  • All management decision should be based on the
    same information
  • All decision maker should receive information at
    the same time
  • New communication and technology allows rapid
    reporting
  • Frequency of reporting depends on the nature of
    business and each function within the same system
  • The right quantity and accuracy of information
    should be reported
  • A simple format should be adopted

50
Use of proper reports is essential in
understanding the business ...
I. System and organization - B. Management by
system - 5. Reporting system
  • Re-focus objective and modification of business
    plan
  • Activities and business plans may be quickly
    adjusted based on up-dated information
  • Improve efficiency and effectiveness of the
    organization
  • Alert management to areas in need of immediate
    action
  • Re-allocation of scarce resources

51
There are many different types of reports ...
I. System and organization - B. Management by
system - 5. Reporting system
  • Reporting facts may include
  • Sales
  • Manufacturing /Operations
  • Financial /Treasury / Cash flow / Collection /
    TAR
  • Emission
  • Information collection such as
  • Customer data
  • Competitive information
  • Credit investigation
  • System improvement
  • Engineering study / progress

52
At the same time, management should be careful
with using reports ...
I. System and organization - B. Management by
system - 5. Reporting system
  • Too much information overload
  • Dependency on data may result in management
    making decisions without considering intangible
    factors
  • Decisions based solely on data may not show the
    complete picture or scenario
  • Use of wrong or out-dated information, is
    especially critical in a rapidly changing
    environment or industry

53
Company policies and procedures provides the
operating guidelines for each function or area ...
I. System and organization - B. Management by
system - 6. Company policies and procedures
  • Improves overall ethic standard
  • Clearly defines limitations and Companys demand
    from employee
  • Avoids misunderstanding
  • Reduces mistakes and damages caused
  • Emphasizes fairness to all employees
  • Reduces management administration time
  • Reduces management training time and training
    effort
  • Limits company responsibility to a certain degree
  • Improves employee self respect and confidence
  • Improves process efficiency
  • Improves the companys image

54
The conflict of interest policy is one of the
most important policies of a company or
organization ...
I. System and organization - B. Management by
system - 6. Company policies and procedures
  • Defines a clear line between the employee, their
    family or friend, and employer, in terms of
    money, materials, use of facilities, equipment,
    authority, etc.
  • Protects the interest of Shareholder and Investor
  • Provides equal treatment to all employees
    disregarding job level and position
  • Provides equal treatment to all customers,
    suppliers, and related companies
  • Prevents abuse of power
  • Eliminates out-of-control situation
  • Establishes employee respect and discipline
  • Raises employee moral standard
  • Required to meet income tax regulations
  • Usually requires employees to sign a legal
    document each year
  • Constantly monitored by auditor and the whole
    management team

55
The ethical standards policy specifies the
company practice in dealing with customers,
government, community, and the employees ...
I. System and organization - B. Management by
system - 6. Company policies and procedures
  • Should be fair and honest to all
  • Delivers all promises and eliminates misleading
    promotion /advertising
  • Provides the same standards for treating customer
    and supplier
  • On time payment
  • Precision standards in product quality and
    quantity
  • Stays clear in the area of environmental
    protection, conservation issue
  • Accurate book keeping and tax reporting
  • Face problems with an open mind and sincerity,
    when needed
  • Constantly audited by internal auditor or a
    special committee

56
The anti-trust policy protects consumers ...
I. System and organization - B. Management by
system - 6. Company policies and procedures
  • In one form or another, it is applicable in most
    of the developed countries
  • Normally, a heavy penalty is dealt when violated
  • Assure equal chance for all companies
  • Senior management employees may be required to
    sign a anti-trust document annually
  • Most international and major company treats it
    very seriously

57
The fair trade policy mandates equal treatment to
all customers ...
I. System and organization - B. Management by
system - 6. Company policies and procedures
  • Same treatment to all customer with disregard to
    ownership, location, type of business, age, race,
    sex, religion, etc.
  • Reflects mainly in pricing policy and payment
    terms
  • Reviewed regularly by a committee or internal
    auditors
  • More important when product or material supplies
    are under allocation
  • Legal obligation important in many country
  • Fair company emphasize equal treatment to
    suppliers and customers

58
The procurement policy covers the purchase of
most company materials ...
I. System and organization - B. Management by
system - 6. Company policies and procedures
  • A manufacturing companies procurement policy may
    cover the procurement of raw material, equipment,
    service, supplies, engineering service, etc..
  • Safe guard company interests in all aspect
  • Assure the best or lowest costs and performance
    for all procurement program
  • Fair trade policy to all vendors, contractors,
    suppliers
  • Eliminates conflicts of interest or abuse of
    power
  • Eliminates favor or the personal factor
  • Complies with government regulations and law
  • Keep all partner interested in doing business
    with the company
  • Minimizes personal mistakes and responsibility
  • Clearly defines the approval level and number of
    signatories required for the amount of contract
  • Provides a efficient and effective process to
    purchase required items

59
The company property policy covers all fixed
assets ...
I. System and organization - B. Management by
system - 6. Company policies and procedures
  • This policy may cover all properties such as the
    company house, office, vehicles, telephone,
    portable phone, computer, portable computer,
    pager, furniture, and other office equipment
  • Classified into asset and expendable item
  • Identify depreciation curve of asset
  • Define company property coding system
  • Identify authority of assignment of property
  • Identify responsibility of user /assignee
  • Specify maintainence requirement
  • Meet insurance requirement
  • Assure assignment of property on a as needed
    basis
  • Assure fairness to all employees

60
A section of the company property policy may also
cover intangible assets ...
I. System and organization - B. Management by
system - 6. Company policies and procedures
  • Intangible assets may includes all technology,
    manufacturing procedure, production schedule,
    cost of manufacture, cost of product, inventory
    level, sales volume, contract price, special
    discount, credit terms, bank information, salary
    information, compensation package, legal
    information, knowledge, and any other information
    that could damage the business, the moral of the
    workers, or assist competition
  • Authorized level and responsibility clearly
    defined
  • Special equipment to handle classified
    information
  • Special code for individual to enter information
    system
  • Legal department handles all loyalty and pattern
    business
  • No delegation of responsibility

61
Other company policies and procedures may include
...
I. System and organization - B. Management by
system - 6. Company policies and procedures
  • Vacation
  • Retirement
  • Leave
  • Overtime
  • Recruitment and termination
  • Employment of temporary and contract workers
  • Promotion
  • General office procedures
  • Telephone /long distance call
  • Travel and Entertainment
  • Gift and Promotion
  • Company trade mark

62
The performance management system establishes a
objective for each employee ...
I. System and organization - B. Management by
system - 7. Performance management system
  • Theoretically business performance rated by the
    return of capital employed
  • Listed share price
  • Investment return and profit per revenue
  • Life time curve of business has major impact
  • Businesses with multiple-product lines should
    examine each product separately
  • Annual result comparison
  • CGR comparison
  • Some performance may not be shown by financial
    data such as
  • technology development
  • market share
  • special promotion program
  • brand name recognition / customer loyalty
  • manpower development
  • company reputation
  • Periodic review depends on nature of business /
    economy / structure

63
The performance management system allows each
employee to be rated based on their
accomplishments versus set objectives ...
I. System and organization - B. Management by
system - 7. Performance management system
  • Individual performance should be related to
    business performance
  • Achievement of plan an important part of employee
    goals
  • Regular annual or semi-annual performance reviews
  • Force ranking system
  • Potential rating affected by performance review
  • Full circle feed-back
  • Factors considered in performance review

64
Modern management information system has the
ability to turn intellect to wealth creation ...
I. System and organization - B. Management by
system - 8. Management information system
  • One enterprise information management system may
    control the following via intranet
  • Sales forecast
  • Raw material preparation
  • Production planning
  • Ordering
  • Delivery scheduling / customer notice
  • Invoicing
  • Collection
  • Trade receivable report
  • Financial planning
  • Accounting
  • Expenses / procurement / payment processing and
    approval
  • Human resources

65
Improvement in the management information system
is leading the growth into the 21st century ...
I. System and organization - B. Management by
system - 8. Management information system
  • In the 20th century, it took General Motors many
    years to become the worlds biggest company, and
    it only took Microsoft a fraction of that time to
    accumulate the same size
  • Rapid improvements resulting from new technology
  • Computer
  • Internet
  • Intranet
  • Gains in efficiency may be achieved in manpower,
    time, paper work, filing system, and space
  • Minimizes human errors
  • Better control allows for avoiding abuses of
    power
  • Sharing of accounting, financing, operation,
    legal, information technology, procurement, and
    human resource service

66
A very important part of the management
information system is the information control
system ...
I. System and organization - B. Management by
system - 9. Information control system
  • Protect critical financial, technical, legal,
    business and any other company information from
    leaking to unauthorized users
  • Smoothes administration work
  • Involved parties must all be fully informed
  • Reduce unnecessary rumors and wasted time
  • Maintain built in authority level
  • Fulfills social responsibility
  • Protect shareholders or the public
  • Maintain complete file, record, and history

67
Information control system also consider the
following ...
I. System and organization - B. Management by
system - 9. Information control system
  • All files are maintained centrally
  • No individual file except for working files
  • All filing done by appointed person
  • User registration system
  • Coding system
  • Confidential file classified by different level
  • Individual classification related to job nature /
    level
  • Only authorized person sees classified
    information
  • Restriction of copying
  • Restriction in computer information by coding and
    identification
  • Frequent change of code / updating of
    identification system
  • Severe penalty for violation including criminal
    charge
  • supplemental plan in case of leak to restrict
    damage
  • Outside auditing

68
Committees are formed to handle specific issues
...
I. System and organization - B. Management by
system - 10. Committees
  • Assemble of total talent and knowledge
  • Balance act
  • Full information and sharing of information
  • Shares responsibility between committee members
  • Closer corporation
  • Decision making body and not implementation body

69
A permanent committee may be formed to handle
ongoing issues ...
I. System and organization - B. Management by
system - 10. Committees
  • Composed by senior management
  • CEO chair committees
  • Main decision body of company policies
  • Most of major decision
  • Fixed meeting schedule
  • All member must attend unless with special reason
  • Seldom attended by representative
  • Frequently exercise right to call department head
    to answer question
  • Informs the Board of all decisions
  • Samples of permanent committees may include
  • Executive committee
  • Executive development committee
  • Finance committee and sometimes credit committee

70
Other committees may be formed to handle special
tasks ...
I. System and organization - B. Management by
system - 10. Committees
  • Not task force for a special project
  • Normally cross department or product line
  • Member consist of at least one senior manager
  • Some with a special mission
  • There is a life period
  • Members may rotate
  • Normally have schedule meeting
  • Meeting can be attended by representative of
    member
  • Includes but not limited to
  • Special allocation committee (when product is
    short)
  • Credit rating committee
  • Procurement committee (for special or large
    project)
  • Technology development committee
  • Construction committee (for special or large
    project)

71
Section I - Part C covers the following topics ...
  • I. System and organization (continued)
  • C. Auditing
  • 1. Financial auditing
  • 2. System auditing
  • 3. Quality auditing
  • 4. EPA related issues
  • 3. Legal and obligation auditing

72
Financial auditing
I. System and organization - C. Auditing - 1.
Financial auditing
  • Independent operation report directly to CEO
  • Outside third party auditing required report to
    Board and Shareholder and appointed by the Board
  • Required by law in most countries
  • Consolidated report is required for multi-holding
    company
  • Book closing date and accounting system (FIFO
    /LIFO) controlled
  • Annually or more frequent
  • Third party audit has legal responsibility
  • Most government rely on third party audit report
    for income tax assessment
  • Inventory report relates to quality
  • Overage as bad as shortage

73
System auditing
I. System and organization - C. Auditing - 2.
System auditing
  • Assure full implementation of Authority and
    Approval manual
  • Assure all commercial transaction / terms meets
    approved limit
  • Assure conflict of interest, ethical standard,
    fair trade and anti-trust policies are complied
  • Assure all company policies are complied
  • Safe keep of Confidential information
  • Disclosure of company information
  • Interview and employment of relative of employee
    and director
  • Special attention to relationship with company or
    business owned and/or operated by family member
    of company employee or director - declaration
    policy
  • Special restriction and attention to directors
    and management in owning, buying and selling of
    company shares and shares of company that doing
    business with -declaration policy

74
Quality auditing
I. System and organization - C. Auditing - 3.
Quality auditing
  • Assure all product manufactured and delivered
    meet quality claim
  • Maintain complete record
  • Confirm sample representative
  • All testing equipment periodically calibrated and
    recorded
  • All testing condition under control
  • Proper retained sample kept for specified period
  • Third party testing record and retained sample in
    place
  • Own data checks with third party testing data,
    and if not, the reason

75
EPA, safety, and health related auditing issues
I. System and organization - C. Auditing - 4. EPA
related issues
  • Check all policies, standards, records, practice,
    and data related to Environmental Protection
    Agency (EPA), emission, worker safety, public
    safety regulations
  • On time recording and completion of information
  • Accuracy of all testing equipment and control
    device
  • Calibration of all equipment and control device
  • Safe keep of all records
  • Responsible person

76
Legal and obligation auditing
I. System and organization - C. Auditing - 5.
Legal and obligation auditing
  • Assures full fulfillment of customer commitment,
    quality and quantity delivered, product claims,
    performance claims, etc.
  • Assures compliance of all laws and regulations
    related to environmental, EPA, emission, workers
    health, workers safety, handling of hazardous
    materials, waste disposal, union regulations,
    fire, emergency, etc.
  • Assures compliance of all regulation of Food and
    Drug Administration (FDA), medical, etc..
  • Assures fairness during product allocation
  • Assures fairness during pricing change
  • Critical check on entertainment and gifts policy
    and practice

77
Section II. Planning cycle covers the following
topics...
  • II. Planning cycle
  • A. Introduction (What)
  • B. Organization
  • C. Purpose (Why)
  • 1. Objective
  • 2. Communication
  • D. Structure (How)
  • E. Responsibility (Who)
  • F. Planning period and cycle (When)
  • G. Measurement

78
The planning cycle is one of the most important
tools used by management to involve the whole
company to work as a team to ...
II. Planning Cycle - A. Introduction
  • Use the same basic assumption to assess the
    business environment
  • Understand and share the established business
    objectives and goal
  • Jointly develop overall business plan for work
    guidance
  • Develop detail action plan at all level
  • Prepare back up plan in case the situation has
    changed
  • Assurance of availability of all resources
    required
  • Full management support
  • Close follow up of planned action
  • Periodical review and internal communication
  • Modification as needed
  • Re-establishment of plan
  • Complete stewardship review and performance
    review
  • Personal performance acts as a base for future
    development

79
The planning cycle is organized by ...
II. Planning Cycle - B. Organization
  • Involves the whole company
  • Bottom up instead of top down
  • Market and reality dominate the plan
  • Work and action oriented plan
  • General management - issues basic assumptions
  • All departments - reports capability and
    limitations
  • Business plans may include
  • Marketing Plan
  • Sales forecast and sales plan
  • Advertising and promotion plan
  • Product management plan
  • Manufacture plan (including environmental issues)
  • Logistic plan
  • Research and product development plan
  • Legal and public relation
  • Financial plan
  • Manpower plan

80
The purpose of the planning cycle is to ...
II. Planning Cycle - C. Purpose
  • Objectives
  • Develop plan using the resources of the whole
    company
  • Reflect actual and up-dated information
  • Team work
  • Dynamic and yet logical
  • Reflect changes in the environment
  • Communication
  • Continues consistent communication between all
    levels and all department
  • Periodical review provides more chances to work
    out difference
  • All parties are aware of problems or deviations
    immediately and simultaneously
  • Faster reaction / adjustment
  • Re-assured team spirit
  • Sharing of responsibility

81
The basic assumptions are normally issued three
months before the plan is due and may include ...
II. Planning Cycle - D. Structure
  • Environmental issues such as political, social,
    government policy, change of law, duty and tax,
    union issue, energy policy, environmental
    regulations, etc..
  • Financial data to be used in plan GNP,
    inflation, depression, cost of money, exchange
    rate, etc..
  • Market related information population growth,
    aging of population, ratio of opposite sex,
    seasonal effect, social / culture change that may
    affect consumer needs and other market trend
  • Raw material supply availability and potential
    cost change
  • Company production capacity change if any and
    limitations
  • Technology change
  • Competition
  • Company strength and weakness

82
The basic assumptions are normally issued three
months before the plan is due and may include ...
II. Planning Cycle - D. Structure (continued)
  • Information compounded by planning department or
    planning committee three months before the
    beginning of the cycle
  • The planning cycle normally begins at the end of
    the third quarter for a company with book
    beginning on Jan 1 of each year
  • Basic assumption information must be approved by
    the CEO
  • Board informed sometimes or during violent
    changing environment
  • Preferably no change once it is officially issued
    and announced
  • Basic Assumptions could be company confidential
    information and be classified according

83
The planning cycle includes establishing a set of
objectives and may include ...
II. Planning Cycle - D. Structure
  • Identify target growth
  • Specify target market share
  • identify target market position
  • Specify target profit level and return of capital
    employed
  • Identify major market penetration
  • Identify major market development
  • Outline major manufacturing / logistic / research
    development
  • New product launching
  • A confidential manpower development target to
    accompany above

84
The strategy for the company must also be clear
in the planning cycle...
II. Planning Cycle - D. Structure
  • Identify how to achieve each objective and what
    does it take
  • Specify the utilization of company strength and
    the weakness of competition, i.e., technology,
    quality, service, pricing, logistic, supply
    reliability, packaging, brand name loyalty,
    relationship, etc..
  • Product or territory strategy must be identified
  • Identify the resources needed
  • Identify approximately time table
  • Identify optimistic target and assured target
  • Each department must have its own work target
    which is higher than the official plan

85
The last section of the planning cycle is the
action plan ...
II. Planning Cycle - D. Structure
  • Outline detail action step needed to achieve each
    strategy
  • Step by step action with logic time sequence
  • Must identify person in charge of each action
  • Must specify time frame and time of completion
  • Individual included in plan must be informed and
    endorse the plan
  • Must be logic, workable and acceptable to all
    parties
  • Must be flexible and allows change

86
To plan for the unexpected, a sensitivity
analysis is usually included as part of the
business plan ...
II. Planning Cycle - D. Structure
  • Identify potential change in environment or basic
    assumption
  • List possibility of failure or incidence /
    accidence
  • Identify impact to business and discrepancy of
    each change
  • Specify alternate plan
  • Specify change in need of resources to complete
    the new plan
  • Specify final impact to the financial result

87
Responsibility for the planning cycle lie with
all the parties involved ...
II. Planning Cycle - E. Responsibility
  • Involves the whole team
  • All members are equally important
  • Results of the work impact all members equally
  • Information from the bottom up
  • Sales and marketing initials basic information -
    customer and market centered. Product
    management plan important
  • All departments are involved
  • Equal emphasize / accuracy / communication level
    important
  • Consistency most important
  • All parties must have copy of information needed
    (but not more)
  • All members treat the plan as the companies
    confidential property as a base
  • Confidential information for approved individual
    only

88
The planning period and cycle depends on the
particular industry ...
II. Planning Cycle - F. Planning period and cycle
  • Annual business plan
  • Hand in hand with annual financial budge
  • Normally completed prior to beginning of each
    financial year
  • Regular monthly report and formal quarterly
    review
  • Mid-range planning
  • Three to five years depends on industry
  • Required for any investment plan
  • Reviewed quarterly or as required
  • Long range planning
  • Five to fifteen years depends on industry
  • Part of major investment plan
  • Up-dated annually
  • Industry with larger investment, less technology
    change, less competition, longer product life
    intend to plan longer period

89
The planning cycle may be measured by regular
reviews and adjustments ...
II. Planning Cycle - G. Measurement
  • Review of Plan
  • Stewardship report and review as important as
    the plan itself
  • Periodically report and review a routine program
  • Top management and total team involvement is
    needed
  • Adjustment of Plan
  • Deviation of plan must be reviewed in detail and
    cause must be defined
  • Amendment of originally plan must be made
    immediately whenever there is a need
  • Amendment must be comprehensive, logic, workable
    and acceptable to all
  • All parties must be informed

90
The planning cycle may also be measured by
performance reviews ...
II. Planning Cycle - G. Measurement (continued)
  • Performance review of system and individual
  • Detail analysis must be made for failure /
    success of performance in plan if deviation is
    caused by ourselves
  • Human error must be identified and corrected
    immediately and completely
  • System must be developed so that same error will
    not be repeated

91
Section III. Employee motivation covers the
following topics...
  • III Employee motivation
  • A. Compensation package
  • 1. Principles
  • 2. Base pay
  • 3. Variable pay
  • 4. Incentives
  • 5. Recognition and Awards
  • 6. Benefits
  • B. Human Resource Development
  • 1. Job Classification
  • 2. Performance management
  • 3 Force ranking
  • 4 Career Advancement / Training / Potential
    Evaluation
  • 5 Manpower planning

92
Section III - Employee motivation (continued)
  • III. Employee motivation (continued)
  • C. Work Environment
  • 1. Efficiency and cost efficiency
  • 2. Prestige
  • 3. Fairness
  • 4. Growth oriented
  • D. Objectives
  • 1. Meet manpower demand
  • 2. Margin Allowed
  • 3. Fully utilization of talent
  • 4. Job satisfaction
  • 5. Loyalty and mutual trust.

93
Compensation packages are used to motivate and
reward employees ...
III. Employee motivation - A. Compensation
package - 1. Principles
  • Company should have a standard policy and
    procedure in compensating and rewarding employees
  • Packages should be designed to address employee
    performance and contribution
  • All employee must be fairly and equally treated
    disregarding race, sex, age and/or any other
    factors
  • Rewards should reflect maximum management team
    input - such as through a compensation committee
  • Minimize individual human factor or bias
  • Must comply with government laws and regulations
  • Union worker have separate package which must be
    pre negotiated
  • MPT and NON-MPT differs
  • Non-MPT enjoys overtime pay

94
Base pay is a significant portion of ones
individual reward to assure stability, incentive
and security ...
III. Employee motivation - A. Compensation
package - 2. Base pay
  • This is even more important in industries which
    need to invest in employee training and
    development and requires stability low turn-over
  • Should be based on the employee pay scale and job
    classification
  • Seniority plays a big part in determining the pay
    scale
  • Job Classification should be in alignment with
    the position in the organization structure
  • Job classification and individual income
    information is confidential information and
    should be maintained this way
  • Base pay increases may consist of
  • Cost of living adjustment
  • Merit increase
  • Promotional increase
  • Inflation
  • High tech firms have a trend of providing a lower
    base pay but with more variable pay and incentives

95
Variable pay may be tailored to motivate certain
groups of employees to reach different objectives
...
III. Employee motivation - A. Compensation
package - 3. Variable Pay
  • Apply to all industries requiring strong
    inter-personal relationship and performance
  • More applicable to sales of intangible goods and
    services, fixed asset, extraordinary high value
    business, etc..
  • Mostly for senior position and position with
    profit and loss responsibility
  • Usually in the form of a performance bonus
  • Usually rewarded semi annual or annually
  • Information is always kept confidential
  • The trend is to roll out increased variable pay
    to all levels of employees based on their
    performance

96
Incentives are usually rewarded to a select group
of employees to motivate longer term behavior ...
III. Employee motivation - A. Compensation
package - 4. Incentives
  • Performance and responsibility related
  • Stock option for senior management
  • Stock option also for employees who meet certain
    requirement
  • Use of company properties by executives
  • General incentives apply to all employees
    disregard position
  • Waive of commission when employee purchasing
    company stock
  • Special discount for employee purchasing company
    product or service
  • Use of company property by employee
  • Scholarship for employee and children

97
Recognition and rewards should be used to
identify high performing employees ...
III. Employee motivation - A. Compensation
package - 5. Recognition and Rewards
  • Special recognition to employee with unusual
    contribution
  • Title
  • Fellowship - life time recognition
  • Prestige office assignment
  • Annual service awards (10 year increments)
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