1. Governance and Business Planning Two Essential Elements of Managed Growth in Professional Services Firms Governance and Business Planning Two Essential Elements of Managed Growth in Professional Services Firms

5. some observations Professional services firms with well-documented governance... make and implement important decisions more efficiently and with better results manage succession and transition better have a higher level of group business performance

6. some observations Professional services firms with formal business plans... are better able to spot problems before they become crises have navigated economic downturns better have been able to recover from downturns more quickly have faster and better business results from new products and service lines

7. governance

10. Has it been more than 10 years since you wrote your agreement?

11. Has your partnership grown by more than 30% since then?

12. Are any of your partners over age 50?

13. Are your younger partners unhappy?

14. Are you thinking about a merger or acquisition of another firm?

15. Is it harder to make decisions now than before?

16. 7 “hot issues” in governance capitalization structure of the partnership decision making and voting rights management structure election of new partners partner compensation succession planning

17. capitalization structure of the partnership decision making and voting rights management structure election of new partners partner compensation succession planning amount purchase period & terms valuation “easy in / easy out” 7 “hot issues” in governance

18. capitalization structure of the partnership decision making and voting rights management structure election of new partners partner compensation succession planning non-equity partners? protection of the founders multiple classes of equity partners 7 “hot issues” in governance

19. capitalization structure of the partnership decision making and voting rights management structure election of new partners partner compensation succession planning one partner, one vote veto rights super-majority “double majority”

20. capitalization structure of the partnership decision making and voting rights management structure election of new partners partner compensation succession planning 7 “hot issues” in governance “strong” or “weak” managing partner? “cabinet system” “mixed” management board advisory board

21. capitalization structure of the partnership decision making and voting rights management structure election of new partners partner compensation succession planning 7 “hot issues” in governance eligibility selection criteria majority required to elect “up or out” issue

22. capitalization structure of the partnership decision making and voting rights management structure election of new partners partner compensation succession planning 7 “hot issues” in governance To what extent should partner compensation be determined by performance? What is “performance?” What weight should be given to “subjective” factors?

23. capitalization structure of the partnership decision making and voting rights management structure election of new partners partner compensation succession planning partner retirement policies and options buy-out pension / deferred compensation 7 “hot issues” in governance

24. business planning

25. trends and successful practices in business planning multi-year business plans defined business planning cycle alternative scenarios performance measurements and alert values zero-based budgeting practice group and individual business plans links to individual performance goals and performance evaluation

26. issues and obstacles It is too time- consuming. It could be too divisive. Business plans never work. It could restrict our flexibility.

27. the alternative