1. Outsourcing Business Processes ( without In-sourcing the Associated Risks) Gregg Anderson – Crowe Horwath (risk manager) Doug Tripp – Crowe Dunlevy (outsourced provider) Leslie Lamb – Cisco Systems, Inc (facilitator) RMG 303 April 2012

2. The Scenario Sport Co is an industry leader in manufacturing sporting goods products and services Revenues are $1B annually Headcount is 10,000 worldwide Headquarters is in North Carolina Major locations include North Carolina, California, Bangalore and London 2 2

3. The Challenge 3 3

4. The COO’s Worst Nightmare 4 4

5. The Solution Outsourcing – Information technology infrastructure services, including data centers – Supply chain management – Customer care 5 5

6. The Risk Manager Identify potential events that may affect the entity, and manage risk to be within its risk appetite, to provide reasonable assurance regarding the achievement of entity objectives. – Derived from COSO ERM Definition In other words – “Manage risk to achieve objectives.” 6 6

7. Financial Human Resources Integrity Market Strategic Market Macro Economics Customer Economics Financing Competition Consolidation Financial Foreign Exchange Budget Revenue Recognition Financial Reporting Access to Funding Margin Human Resources HR Compliance Attract, Develop & Retain Talent Employee Morale & Culture Strategic Right Solutions Business Model Brand & Marketing Growth Acquisitions Organizational Design & Resources Integrity Regulatory Compliance Legal Fraud Data Security Operations Facilities Business Disruption Policies & Procedures Decision Making System Capabilities Authorization Costs & Efficiencies Customer Service Contracting Training Aging Workforce Incentives & Compensation Our Enterprise Risks 7 7

8. Financial Human Resources Integrity Market Strategic Market Macro Economics Customer Economics Financing Competition Consolidation Financial Foreign Exchange Budget Revenue Recognition Financial Reporting Access to Funding Margin Human Resources HR Compliance Attract, Develop & Retain Talent Employee Morale & Culture Strategic Right Solutions Business Model Brand & Marketing Growth Acquisitions Organizational Design & Resources Integrity Regulatory Compliance Legal Fraud Data Security Operations Facilities Business Disruption Policies & Procedures Decision Making System Capabilities Authorization Costs & Efficiencies Customer Service Contracting Training Aging Workforce Incentives & Compensation Sample Risk Universe Traditional Third Party Risks 8 8

9. Financial Human Resources Integrity Market Strategic Market Macro Economics Customer Economics Financing Competition Consolidation Financial Foreign Exchange Budget Revenue Recognition Financial Reporting Access to Funding Margin Human Resources HR Compliance Attract, Develop & Retain Talent Employee Morale & Culture Strategic Right Solutions Business Model Brand & Marketing Growth Acquisitions Organizational Design & Resources Integrity Regulatory Compliance Legal Fraud Data Security Operations Facilities Business Disruption Policies & Procedures Decision Making System Capabilities Authorization Costs & Efficiencies Customer Service Contracting Training Aging Workforce Incentives & Compensation Sample Risk Universe Expanded Third Party Risks 9 9

10. Understanding the Objectives Primary Objective: Reduce Operating Cost Secondary: Maintain Fixed Costs below a target % of Revenue 10

11. Other Objectives of Outsourcing Improve Results – leverage the outsourcer’s expertise Re-focus on core competency – redirect management’s skills toward what made Sport Co. the industry leader Improve customer experience Compliance 11

12. Understanding the Objectives Reduce Operating Costs Outsource IT Infrastructure Reduce Spend Outsource Supply Chain Management Improve Resiliency Outsource Customer Care Improve Performance 12

13. Anticipating the Risks Reduce Operating Costs Outsource IT Infrastructure Reduce SpendLoss of TalentData Breach Outsource Supply Chain Management Improve Resiliency Business Disruption Outdated Systems Outsource Customer Care Improve Performance Brand Deterioration 13

14. Understanding the Risks Operational – poor service, disruption in operations, loss of control, deterioration Financial – overruns, change requests, 3 rd party charges, the outsourcer’s solvency Compliance and Security – data breach, disclosure of sensitive information / customer data / PII or PHI, compliance with laws Extraordinary Risks – armed conflict near service facility, tsunamis and earthquakes, major security breaches Brand Reputation – spans across all of the above 14

15. Engaging the Outsource Provider (things to think about) Super IT Consultancy - Outsourcing IT Infrastructure Flow of information from SportCo to Super IT Super IT’s storage facility: cloud or data center Understanding the type of data stored: HR related, customer info etc Contractual issues Super IT’s compliance with standards i.e. PCI Super IT’s call center availability 15

16. Engaging the Outsource Provider (things to think about) Flexible Outsourcing International – Contract Manufacturer Location, location, location what are the hazards? International or US? Flexible’s Quality Control Program Intellectual Property Contractual issues Flexible’s Business Continuity Program Social Responsibility Environmental Responsibility Political Issues (terrorism, govt unrest, employee care) 16

17. Engaging the Outsource Provider (things to think about) Accentumetrics Technical Responders – Outsourcing Customer Care Location and language Hours of operation Training programs Brand reputation Intellectual Property Contractual issues Social Responsibility Political Issues (terrorism, govt unrest, employee care) 17

18. Managing the Risks via the Contract Robust Governance Provisions Comprehensive Audit Rights Contractual Requirements – Continuity of Key Personnel – Compliance with Laws – Mandatory Technology Refresh / Release Versions – Key Performance Metrics with Meaningful Remedies 18