Chapter 11 MANAGEMENT CONTROL, REPORTING, INTERNAL AUDIT FUNCTIONS A uniform reporting system in all the subsidiaries allows effective management control and the production of a Group dashboard on a monthly basis. The Management Control Department (MCD) of the holding company, composed of five management controllers, has the mission of tracking the overall performance of the Group and its subsidiaries by the establishment and operation of indicators and management dashboards. Working in close collaboration with other functional departments of the Group and acting both on findings and forecasts, it provides, in particular: a definition of objectives and the means to achieve them; a comparison of performance with the objectives; an adjustment of resources in the event of anomalies. The reporting system in place covers all activities (production, service and distribution) and all Group functions (purchasing, logistics, human resources, etc.). A management controller is assigned to each of these activities. The various reports are produced monthly, thus promoting reactivity in the case of anomalous results. The internal audit function guarantees the correct application of the procedures in force and the reliability of information sent by subsidiaries.

554 ALTRAD GROUP 11.1 THE MANAGEMENT CONTROL OF A GROUP Management control, often perceived as almost synonymous with budgetary control i.e. the process by which leaders ensure that resources are obtained and used effectively to achieve the objectives of the organization has much broader issues. Acting on findings and forecasts, managing accounting, financial, technical and commercial data, and being responsible for the production of numerical dashboards and annotated summaries, complete with advice and recommendations, MCD: controls the conduct of business by foreseeing events and adapting to changes; defines objectives and the resources needed to achieve them; compares performance with objectives, then corrects the objectives and adjusts resources as appropriate. Finally, the unique development style of the Altrad Group, founded on both organic and external growth, requires it to distinguish, as advocated by the American literature on the subject, between operational management control and strategic control. 11.1.1 Operational control Operational control, whose primary role is to optimize the profitability of the companies in the Group, consists of aggregating, analysing and interpreting planned and real performance, and then informing the management of the company and the Group so that they can adopt appropriate corrective measures or make the most of a favourable development. Thus, operational control concerns the whole company and Group hierarchy in all their decisions having short- term effects. In this context, it is therefore the responsibility of MCD: to set up a management information system based on the most relevant metrics;

to organize the collection of information that will feed into a new automated database (to be developed in collaboration with the Group s IT services) that does not increase administrative work, and that makes data reliable, advising company heads and line managers in particular about forecasting methods and the calculation of management and performance metrics; to develop procedures to make the information available in a timely, coherent and homogeneous manner at Group level; to create and validate appropriate dashboards from the databank, then to monitor this information and follow it up at defined periods; to provide or to help formulate the needs of companies in human, financial and technical terms to achieve objectives; to develop budget forecasts with company heads and to ensure the compatibility of different budgets; to analyse the differences between achievements and objectives in order to detect anomalies; to adjust forecasts based on the variances and revise plans and budgets accordingly; to ensure reporting, i.e. furnishing information and analyses to the General Management of the Group, company heads and operational managers; to advise the heads of companies and, having studied them financially and established their budgets, to recommend improvements; to follow up remedial measures, to verify their implementation and to control results; to offer a system of rewards or sanctions based on deviation (positive or negative) between achievements and objectives. 11.1.2 Strategic control MANAGEMENT CONTROL, REPORTING 555 In a group like Altrad, which controls its development at the operational level, strategic control to help the General Management of the Group and company heads in choices that

556 ALTRAD GROUP have medium and long- term effects is an essential dimension, because it is at this level that the foundations of the future of the Group are laid (while operational control optimizes step by step improvements). But this ambitious concept also includes a serious corollary, namely that any strategic error will be more far- reaching and longer and more difficult to repair. It is in this second respect that the other missions of MCD are deployed: over and above the operational reporting, to inform the General Management of the evolution of the results obtained compared with the forecast; to transmit to General Management all relevant information about business, competition, technological and macroeconomic developments, etc.; to orient the strategic objectives of the Group and all its components based on predictions and numerical and qualitative information; to look into the future, conduct economic studies, study investment choices for (or with) company heads consistent with financial resources, cash and financial criteria such as internal rate of return, payback on investment, net present value, etc.; in the case of a decision to invest, check the validity of forecasts and financial estimates throughout a period defined when the decision was made; in the case of takeovers, monitor the implementation of the restructuring plan, follow the costs in order to control them and verify the achievement of the objectives of profitability and growth throughout the restart. 11.2 THE Organization OF CONTROLS These tasks are carried out in the context of the organizational configuration of the Group: company by company, with their leaders; by pole of activity;

MANAGEMENT CONTROL, REPORTING 557 by sector of activity, with the company head and/or commercial and/or production managers 1 : for service companies, MCD participates in the process of forecasting and monitoring margins per contract and work in progress, as well as monitoring the receipts and disbursements on different worksites; for commercial entities, MCD participates in the development of tariffs and margins, the analysis of profitability by product, market and area and the control of distribution costs; for production sites, MCD participates in the collection of information; acts as a consultant in investment decisions; rationalizes and analyses production costs; and values the stocks of raw materials, finished products and semi-finished goods; for each transverse department of the Group, MCD furnishes appropriate information and metrics; for each of the progress units, (the proper functioning of which is the immediate responsibility of the MCD), MCD controls the frequency of meetings, procedures for dialogue, consultation and adoption of decisions, control of the transmission of summaries and minutes, etc. This feeds collective reflection by harmonizing methods of data collection, metrics and calculation formulae appropriate to the role of the progress units, and by explaining the expertise and performance of companies engaged in a similar activity. 1. Some Group companies have their own person in charge of industrial management control (analysis of unit costs and the costs of production, inventory of material flows and stocks, operations to improve performance and productivity) or business management control (development of tariffs and margins, profitability by product, market and area analysis, control of distribution costs and, in collaboration with the commercial director, sales forecasting and definition of business objectives). These officials are therefore placed under the dual authority of the head of the company and the MCD of the Altrad Group, depending hierarchically on the first and functionally on the second.

558 ALTRAD GROUP Finally, MCD regularly studies the implementation of new control systems, such as exist in many companies: control of delivery deadlines (between businesses and clients), quality, safety, the ecological dimension, social management, etc. To implement all of these provisions, MCD requires the support and active involvement of all Group entities: company heads, accounting services, sales managers and technical managers, heads of progress units, and also IT services. The MCD therefore works with each company to identify management indicators and then, during meetings with the various services of each entity, explains the missions, objectives, benefits and procedures of MCD. At the same time, with the help of IT services, it seeks ways of automating the collection of information. 11.3 EVOLUTION TOWARDS MODERN MANAGEMENT CONTROL The purpose of management control is not just to compile data but to make a business efficient and competitive. Do not confuse ends and means, and do not make the means an end in themselves (i.e., collect data without exploiting it). The Altrad Group s management control is modern in that it develops the ability to provide elements for decision and steering and a relevant reporting system, oriented towards analysis to allow decision and action. Modern management control allows evolution from supervision to steering by always examining the meaning of things. In this context, the responsibility of the different actors is important and is as follows: For affiliates, it s a matter of returning, at the agreed time, relevant and reliable data for the controlled generation of information. A failure or a lack of reporting by subsidiaries

MANAGEMENT CONTROL, REPORTING 559 produces non- pertinent data, i.e. a biased analysis and a risk of inappropriate action. For the cross-cutting MCD function, as soon as the production of information is controlled, information analysis, also controlled, becomes the heart of the business and the lifeblood of decisions. In the past, too much time was spent on compiling and reproducing unreliable information that did not allow optimum steering. To remedy this, all efforts are now concentrated on mapping* tools intended to standardize relevant information and the return of data; these establish standards of feedback and qualify the relevant information expected from all subsidiaries in order to create a frame of reference for the Group (for example, what is the definition of turnover, hourly cost, etc.), which ensures relevance and homogeneity between affiliates. Old- fashioned management control with a ratio data collection/ analysis of 80/20 tends to modernize itself: a transition to 20/80 facilitates the guidance of the Group. In this spirit, the Group management report was totally revised in 2012 2013, being both expanded and made more relevant. Today, it contains: key information such as the evolution of turnover, margin, costs, etc.; a detailed, month by month analysis of profitability which did not previously exist; the EBITDA: global; by sector of activity: production, trading and rental/services; by product: scaffolding, wheelbarrows, cement mixers; a detailed comparative analysis between what has been achieved and what had been budgeted An effort is made to select interesting indicators oriented towards reflection and action, with a graphic presentation which ensures better readability and a comparison over time. A trend towards

560 ALTRAD GROUP specific business indicators is underway to allow, for example, the Purchasing Department to retrieve information about the evolution of prices, to cross- correlate quantitative information (price trends) and qualitative information (customer service rate, rate of returns, quality ). The controllability of the Group is not the only aim of MCD; it also aims to help company heads and each of the functional departments to take truly effective decisions. Once the stakes are known, good choices can be suggested and taken at the right time. Thus it can be confirmed that the WCR is well controlled, that stock levels do not vary and that expected profitability is achieved. 11.4 THE Organization OF INTERNAL AUDITS Internal auditing is a fundamental function of the management of a company. It allows risks to be identified and working methods to be improved. It consists of considering the business from all angles: commercial, accounting, fiscal, financial, IT, production, etc. This review of the practices of each service allows recommendations to be made and continuous improvements to be implemented. Internal audit is an independent evaluation activity whose objectives are to create added value, to increase the profitability in the long term, to ensure the effective operation of the Group and to improve it if necessary. As such, internal audit is an intrinsic and ongoing part of the activities of the company and not a simple one- time supplement. Generally the work is led by an independent multi- skilled person and it can be broken down into several phases: preparation of the mission by the design of the testing depending on the theme: this consists of getting to know the domain to audit and to identify and assess risks; investigation: the auditor carries out the prepared tests (interviews, questionnaires, collecting documents, site visits, inventories, etc.); he determines the risks and their origin;

MANAGEMENT CONTROL, REPORTING 561 synthesis: including an account of the results of the audit and the recommendations concerning uncontrolled risks (diagnosis and prognosis); monitoring the implementation of the recommendations: these are translated into action plans to be implemented (therapy). The effects of these corrective actions must be controlled and be positive. Within the Altrad Group, however, the internal audit function is designed differently. It is exploded because of a commitment to continuous improvement and the matrix structure of the Group. Indeed, the internal audit is carried out by everyone. This type of operation is a strength as regards technical skills but it can become a weakness due to a lack of an overall view of the functioning of the system. As the audit is carried out by all staff, it might seem superfluous to create a general position of internal auditor. On the other hand, in order to obtain this overview of the functioning of the Group, it would be interesting to combine the reports of all the people carrying out internal audits in their respective areas of competence and to reflect on global solutions for improvement. This work would be led by a continuous improvement advisor starting from the objectives set by the General Management at the beginning of the year. They will define a specification including the missions, objectives, frequency of interventions, etc. The consultant s skills would not be technical; he would help in the search for solutions by watching what is done elsewhere and by adopting a comprehensive, independent and external perspective external because an internal auditor, through habit, can lack critical faculties and miss problems. The consultant or adviser could thus: synthesize the various audit reports, for which a common form may be envisaged;

562 ALTRAD GROUP help each of his interlocutors to find solutions in the event of a problem, through reflection conducted in close collaboration; think of solutions and make recommendations to improve the overall functioning of the Group; break down and improve the common language; initiate change; make proposals for short and long-term work; have an external and independent overview of the operation of the Group. This work is complemented by the forthcoming results of the client satisfaction survey, which will be addressed beforehand, internally, to sales staff. It will take place as follows: definition of objectives by the General Management at the beginning of the year; work done by all, with assistance from the consultant in case of difficulty; report by mid- year. The consultant summarizes reports and makes recommendations or proposes adjustments if necessary; monitoring by all of the implementation of recommendations, with assistance from the consultant in case of problems. This new feature is in line with the transverse structure of the Group since it is in no way, an extra level of hierarchy. The audit reports forwarded to the consultant and the General Management could adopt a common format containing the following elements: generic elements such as the title of the report, its subject matter, the names of the author and the recipient; audit-specific elements: a list of the highlights by theme: involvement, working methods, good practices, etc. This aspect develops satisfaction and motivation. a list of weak points: this identifies risks that require improvements.

MANAGEMENT CONTROL, REPORTING 563 an enumeration of the set of non- conformities, i.e. deviations from a requirement. It is now necessary to answer the questions Who? What? Where? When? How? How many? and to link these to a specific requirement (norm, regulation, procedures in the red zone, etc.); a list of all of the opportunities for improvement: proposing actions and explaining the reason for them. the conclusions of the audit. This new function allows continuous improvement beneficial to everyone. It is not a tool to control or sanction but rather an aid, a support in case of difficulty and a global perspective.