1. Guiding Principles& Home Base Messaging Creating a Talent Management framework for Mergers & Acquisition Activities Marci Sigmund, Director, Talent Management-Brown Shoe Company Ken Styer, Director, Talent Management-Brown Shoe Company

2. What/Why Are We Buying? Knowledge? Brands? Technology? Facilities? Other Understanding these will help predict need for outplacement, transfers, relocations, assessment and right sizing activities.

3. Guiding Principles What are they? An accepted set of shared values and rules of conduct.

4. Guiding Principles Frame how decisions will be made. Embody the character of your company- How do we want to treat people? Must support the strategic mission of the M&A activities. Explore possible exceptions to protocol and how/when-build in flexibility. Require agreement and support from Executive team to execute.

5. Ground Rules How are conflicts going to be resolved Processes for the above Boundaries

6. Communication Home Base Message A centralized message or promise to which all subsequent communication (both verbal and written) will refer.

7. Communication Home base message Frequency Methods Audience-considering levels of communication Tell what you know, what you don’t and when you expect to know. Transparency-live up to the promises Benefits/pitfalls

8. Cultural Disconnects Anticipate issues Company size Privately held vs. Public Benefits Systems

9. Execution Right Sizing ◦ Identify areas of duplication and/or need for new talent ◦ Gain full understanding of work actually being performed rather than going by organizational chart. Assessment ◦ Did the existing company use assessments? ◦ How does it compare to current? Outplacement ◦ Engage as early as possible ◦ Consider geographic capabilities ◦ Visibility ◦ Severance Transfers/Relocation ◦ Follow Guiding Principles to create structure/policy if different from SOP