Page 381 - Board Member Onboardin August 2019

Internal Control Plan

reported by the Coop and supervising all activities taken by the Coop within the area of cost
management. A separate committee is responsible for the annual review and updating of the
Commodity Risk Management Program guidelines. The joint Compensation Committee
provides governance around compensation philosophy, policies and annual compensation
objectives.

Risk Assessment

Risk assessment is the process of identifying risks that could negatively impact the Co-op’s
performance. This section revolves around the department’s risk assessment process. This
assessment is an on-going exercise to determine if business processes are being completed
in the most efficient and effective manner while also abiding by state and federal laws and
regulations. During the risk assessment process, CSCS performed the following tasks:

• Identified key responsibilities and functions as they relate to internal control.
• Identified transactions and systems that are vital to the accomplishment of the

department’s objectives.
• Identified obstacles and risks to each business process

Annex D outlines control matrices for functional areas where all the risks are identified and
prioritized.

Control Activities

Control activities include a variety of policies, procedures, practices or processes that are
designed to ensure that necessary actions are taken to enforce the policies established by
regulators or management. Examples of these types of activities are as follows:

• Managing relationship and contractual obligations with DineEquity and Brand
through periodic review of Mutual Confidentiality Agreement / Rules of Engagement
(MCA/ROE): The Mutual Confidentiality Agreement and Rules of Engagement
(MCA/ROE) details the relationship with DineEquity, including confidentiality and
ownership of specifications/formulations. DineEquity requires this form be signed as
a condition of doing business with Applebee’s or IHOP. This is an evergreen document
that, once signed and executed, needs no further attention, unless otherwise noted.
CSCS is responsible for execution and management of this document.
• Managing relationship and contractual obligations with suppliers through period
review of the Supplier Services Agreement (SSA) and SSA Addendum: The Supplier
Services Agreement (SSA) is required for suppliers with purchase agreements greater
than $500,000 or suppliers with multi-year purchase agreements to do business with
DineEquity via CSCS. It outlines the rules of engagement between the supplier and
CSCS. This is an evergreen agreement unless CSCS elects at some future point to
execute a material change to the language. Services providers doing business directly
with the Co-op are excluded; i.e., HAVI Solutions, Benefits providers, third party
accounting, consultants, etc.
• Segregation of duties: It provides for the division or segregation of duties among
different people to reduce the risk of undetected errors or inappropriate actions. Care

Centralized Supply Chain Services, LLC. Page 7