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Internal Control Plan



               Annex E –Samples of Internal Control Questionnaires for Monitoring
               Activities


               General Environment
                 Question                                                YES    NO     Comments
                 1. Are there written policies and internal operating
                 procedures that have been approved by the governing
                 body or senior management?
                 2. Does the Co-op have a code of ethical conduct that has
                 been made available to all employees?
                 3. Are procedures documented, kept current and readily
                 available for daily use by all employees?
                 4. Are roles and responsibilities clearly defined in writing
                 and communicated?
                 5. Does management understand the knowledge and
                 skills required to accomplish key tasks?
                 6. Is management involved in and actively encourages
                 training?
                 7. Does management use budgets or spending plans to
                 review the Co-op’s financial performance?

               Procurement

               Glossary
                   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.

                   Supplier  Services  Agreement  (SSA):  This  is  required  for  all  suppliers  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.

                   Supplier Services Agreement Addendum (SSA Addendum) & “Exhibit 1” to the SSA Addendum:
                   These documents highlight specifics related to the items CSCS authorizes our designated buyer’s
                   to procure and in turn sell to either an Applebee’s or IHOP restaurants, or both. The PDS has three
                   pages;  1)  supplier  and  product  information;  2)  Applebee’s  distribution  network  and  freight
                   information;  and  3)  IHOP  distribution  network  and  freight  information.    This  relates  more
                   specifically to products, price, as well as other business terms.


                   COI - Supplier Services Agreement Insurance Addendum (Insurance Addendum): Details the
                   insurance requirements between suppliers and CSCS.




               Centralized Supply Chain Services, LLC.                                                Page 15
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