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Exhibit 3-1 — Project management and IT governance


                    Govern             IT portfolio management   Executive management and BoD
                                                                Strategy and alignment:
                                                                 High-level plans
                                                                 Exception reports
                                                                 Funding
                                                                 Direction
                    Manage             Program management       Middle Management
                                                                Project management office (PMO) and PMPs
                                                                Broad management of all projects
                                                                Funding, prioritizing, and monitoring major IT
                                                                programs
                                                                Tactical activities
                    Execute            Project management       IT staff (possibly others)
                                                                Execute individual IT projects
                                                                Detailed plans
                                                                Changes communicated and incorporated


            One key aspect of IT governance is the structure of committees that have oversight of major IT projects
            (that is, changes to IT and thus change management functionality). One important part of IT governance
            process is the application of frameworks and best practices such as project management (particularly
            useful for change management). The overall objective of IT governance leads to the mitigation of risks
            associated with change management, and activities therein provide assurance of effective change
            management. Effectual project management reduces the risks in changes to IT.


            Management of the IT function
            The control environment basically refers to management of the IT function. It would specifically include
            controls and activities at the organizational level as well as certain IT function activities. Some examples
            of control environment controls or activities would be: management of computer operations, IT
            governance, budgets (both capital and operating), managing major IT projects, employing best practices
            in programming (where applicable), managing IT human resources, IT strategy (especially strategic
            plans), IT investment, alignment of IT with the business model and entity goals and objectives, entity’s IT
            risk assessment, and IT policies and procedures.



















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