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Internal Control Plan



                   Authorization for Inventory Purchase (AIP) – needed for both brands for all NEW products or
                   product associated with elevated volumes for testing or for campaign purposes – executed by
                   Brand Management Teams

                   CA – Contract Administrator
                   RFP – Request for Proposal
                   CM – Category Manager
                   SCS – Supply Chain Specialist
                   PRC Prep – Procurement Review conducted by CPO
                   PRC – Procurement Review conducted by CEO for all contract over $15M in value or as
                   recommended by CPO
                   VIS – Vendor Information Sheet

               Contract Review Notice (CRN)/Program Summary
                 Tasks to be completed                               YES      NO       Comments
                 CM prepares Contract Review Notice (CRN)/Program
                 Summary
                 Initiate Contract Guidelines Document by completing
                 the top box on pg.1 of the Contract Guidelines
                 Review CRN/Program Summary via PRC Prep and get
                 Director, CPO and CEO (>$15 million only) approval
                 signatures for “CRN Strategy Review” line item on the
                 Contract Guidelines document
                 Forward CRN/Program Summary to the electronic
                 distribution lists.  If volume commitment is required
                 for this contract, request that recipients respond to
                 CRN questions within one week from send date.
               New Vendor Set-up and MCA/ROE
                 Tasks to be completed                               YES      NO       Comments
                 Prospective vendors complete Vendor Registration in
                 Havi Sourcing.  SCS will review the completed
                 registration and approve the new vendor setup via
                 Havi Sourcing.
                 MCA/ROE administration
                    a)  SCS updates the MCA/ROE template with the
                        vendor information.
                    b)  SCS sends MCA/ROE PDF to the contact name
                        listed in Havi.  If vendor requests
                        changes/updates to the MCA/ROE, SCS sends
                        changes to DineEquity legal representative for
                        approval.  DineEquity will make appropriate
                        changes and return to SCS.  SCS will ensure
                        MCA/ROE is in PDF format and send back to
                        the vendor.
                    c)  Once the vendor returns the signed
                        MCA/ROE, the SCS will upload the signed
                        MCA/ROE to Havi Sourcing and send
                        electronic copy to CM and vendor.


               Centralized Supply Chain Services, LLC.                                                Page 16
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