Additional information –document 3 CONSULTANT NOTES: Phone call with Chairman, Dr. Jean Paul Dupres (December 10, 2009):  Received call from JP requesting time to discuss the Board’s concerns about Ken Martin, his leadership style, and the functioning of the executive team.  According to Jean Paul, the board requested that Ken find a consultant to help him better address getting the top group of executives to coordinate their efforts. They do not act like a team—they each run their own areas as if there is no impact of their actions on the other functions.  Both John Babcock and James McDermott are on the Board (a legacy from when there was only an internal board), but the president, Ken Martin, is not formally a member; although, he attends all meetings and is intimately involved in all the Board’s affairs as an ex-officio corporate officer. This was done as a favor to James Haworth so he would not feel replaced and forced out. It may have worked a little, but Dr. Haworth was upset at not being offered the Chairmanship even though it is his health that prevents him from taking on such a major role—he agreed! He rejected being any part of the Board. However, he maintains a significant amount of control being the major individual share holder (controls about 25% of the company).  It is public knowledge that Dr. Babcock and Mr. McDermott will step down from the Board at the next election.  It is not public knowledge that the Board is wavering on making Ken Martin a formal member and having both Dr. Babcock and Mr. McDermott report to him during a transition phase as the company reorganizes operations assimilating the far flung partners and wholly owned subsidiaries into a truly global multinational.  The Board likes what Ken Martin has done with the sales, marketing, and administrative functions but wonders if he can lead the company into the future.  It was clear from the recent business planning process that there is a need for a CFO to coordinate and direct the divisional finance executives and create a unified financial operation. Both the Board and the executive team agree on this. All the finance units will report directly to this individual, but they operate in a matrix arrangement within their current functional areas. A new corporate financial staff will be recruited once the CFO is chosen. The current plan is to have the CFO report to the president and potentially become a board member. Ken did a great job trying to fill this gap but had neither the time nor the resources to pull it off. (Listening to what was said, it appears the lack of infrastructure and no corporate staff prevented Ken from accomplishing what he wanted to do and what the Board demanded.)  Dr. Dupres expressed regret that he had tried to continue to function as CFO when he became Board chairman, and it caused great conflict and confusion at all levels of the organization. He suspe.

1. Additional information –document 3
CONSULTANT NOTES:
Phone call with Chairman, Dr. Jean Paul Dupres (December 10,
2009):
concerns about Ken
Martin, his leadership style, and the functioning of the
executive team.
consultant to help him
better address getting the top group of executives to coordinate
their efforts. They
do not act like a team—they each run their own areas as if there
is no impact of
their actions on the other functions.
legacy from when
there was only an internal board), but the president, Ken Martin,
is not formally a
member; although, he attends all meetings and is intimately
involved in all the

2. Board’s affairs as an ex-officio corporate officer. This was done
as a favor to
James Haworth so he would not feel replaced and forced out. It
may have worked
a little, but Dr. Haworth was upset at not being offered the
Chairmanship even
though it is his health that prevents him from taking on such a
major role—he
agreed! He rejected being any part of the Board. However, he
maintains a
significant amount of control being the major individual share
holder (controls
about 25% of the company).
will step down from
the Board at the next election.
he Board is wavering on
making Ken Martin a
formal member and having both Dr. Babcock and Mr.
McDermott report to him
during a transition phase as the company reorganizes operations
assimilating the
far flung partners and wholly owned subsidiaries into a truly
global multinational.

3. marketing, and
administrative functions but wonders if he can lead the company
into the future.
there is a need for a
CFO to coordinate and direct the divisional finance executives
and create a unified
financial operation. Both the Board and the executive team
agree on this. All the
finance units will report directly to this individual, but they
operate in a matrix
arrangement within their current functional areas. A new
corporate financial staff
will be recruited once the CFO is chosen. The current plan is to
have the CFO
report to the president and potentially become a board member.
Ken did a great job
trying to fill this gap but had neither the time nor the resources
to pull it off.
(Listening to what was said, it appears the lack of infrastructure
and no corporate
staff prevented Ken from accomplishing what he wanted to do
and what the Board
demanded.)

4. function as CFO when
he became Board chairman, and it caused great conflict and
confusion at all levels
of the organization. He suspects this undercut the functioning of
the Executive
Group but denied any affect on Ken Martin’s leadership. (―If
he were a real leader,
he would have overcome this problem.‖)
this information
confidential. I politely refused pointing out I could not do my
job by ignoring the
information and felt it was critical that the Board’s assessment
of the
Additional information –document 3
organizational needs be shared with the executive team so all
efforts were aligned.
He reluctantly agreed but demanded that I not share this
information yet. He wants
me to work with the team first and provide an overall
assessment of their strengths
and weaknesses (especially Ken Martin). He assured me the
Board is in agreement

5. with this and that it was discussed openly so Ken, John
Babcock, and James
McDermott all know the Board wants an assessment from me
after the team
meeting. I think this is possible, but I want to discuss it fully
with my partners to
make sure I am not missing something. I extracted a promise
that he would speak
directly to Ken and share all of this information with him in the
next few days. To
ensure this, I asked that both Ken and he send me a note
summarizing the key
points. I told them I need this before the 15th when I would be
presenting the
request to my firm at which point we would decide whether we
could be of help
and how we would like to proceed. Dr. Dupres agreed that this
made sense. In
addition…
1. Only if all these conditions are met will I present the
proposal at the team
off-site meeting.

6. 2. He further agreed that for the off-site meeting, the client
group would be the
whole team!
3. He declined my offer of facilitating his discussion with
Ken—his point was
that if Ken so desires, I, or another person from our firm,
should become an
executive coach and advisor to help him grow. The Board wants
him to
succeed and will give him every chance to develop into the role
of COO and
later expect he will be CEO.
4. Finally he took the suggestion that Ken be empowered to
develop a written
support contract detailing what he will change and specifying
what he needs
or desires from the board to accomplish those changes. This
will be
discussed before the executive off-site meeting and revised
based on the
events at the off-site meeting. It will remain a living document
to be
discussed or changed as necessary whenever either party has
concerns about

7. the progress of the company and the overall efforts at improving
the
executive team as well as the total operation throughout our
firm’s
engagement.
OPD650 Unit 1 Individual Project
INFORMATIONAL DOCUMENT 2
SUMMARY NOTES FROM FIRST MEETING:
Ken has not worked with outside consultants in this firm but has
worked with internal OD
staff at previous companies and at BARTH Inc. He came in as
president two years ago.
This is his first time as COO and his first experience in growing
a relatively new or
emerging company. He has run larger units of several multi-
nationals. There is no formal
CEO. Ken reports to an external board, and the chairman
represents the main investors: a
group of three venture capital firms—two of which were started
by the founders, Babcock
and Haworth. The company was taken public five years
previously. Ken was hired to
replace the founder, who left after his 3-year contract expired.
While a major shareholder,
the founder declined to be a board member. He was not offered
the position of chairman
nor would the board give him the title of CEO, as he was
spending too much time on other
interests and did not want to give them up. Dr. Haworth’s close

8. relationship with many of
the executives has caused problems for Ken, especially with the
board. Often the board
asks questions of an operating nature indicating a problem
exists before Ken knows of the
situation from his executives. He feels his leadership is being
questioned—unjustly.
Many of the staff has worked with outside consultants,
especially during the creation of
the corporate culture initiative (which was linked to the
company going public). While
that had a positive impact, it was time consuming, and its value
was not captured by
specific measurable outcomes. The company has grown by an
average of 12% a year, and
its stock has leveled off. The trading has been between $35 and
$40 a share for the last
year after hitting $49 a share at its high, approximately nine
months after Ken took over,
coinciding with their third worldwide product launch, which
was their most successful
launch to date. Their research pipeline for products is strong
(according to industry
analysts), but cracks in their operational performance are
showing. Their first two
worldwide product launches were not profitable in all markets.
While they propelled the
company to a top three ranking in most markets, this is now
slipping. Older products make
up a majority of the sales, and the margins on these are not as
high as the margins on the
new products. The new generation of products offers great
promise. They are truly
innovative, but country managers are concerned they are too
highly priced and will

9. cannibalize their current product sales, forcing customers to use
competitor products or
opting for the generic versions of their current offerings. When
these versions have been
launched locally, they gained over 40% of the market share in
year one—solely
competing on price—and continued to make significant inroads
each year thereafter.
Within two years, patents for the 15 largest markets that the
company has will expire, and
it is expected that generics will be introduced at significant
price discounts.
The internal OD unit is strong and has a good record of
improving teams, instituting total
quality within manufacturing, and reengineering work processes
within major functions.
They have just begun working at a country level, and you expect
they may have problems
being successful with these teams.
They have been less effective pulling together the regional
business efforts and have failed
whenever cross-functional efforts were implemented. (This is
Ken’s assessment, not the
assessment of the functional heads involved.) It is also clear
from Ken’s discussions with
his company’s internal OD consultants that they are frustrated
by the lack of top down
OPD650 Unit 1 Individual Project
INFORMATIONAL DOCUMENT 2
“buy-in” and involvement in change efforts. They also have

10. raised a concern, suggesting
the functional heads and country heads are not focused on “what
really matters” to the
firm as a whole. Ken is also concerned that the HR managers
and staff development
groups have been alienated by the OD unit.
Ken strongly believes he has the support of the board to realign
the operations and resolve
the conflicts that are inherent in the goals and budgets
submitted for approval. They have
agreed with Ken’s suggestion to hold an off-site planning
meeting. What Ken specifically
wants from me is a proposal for that meeting.
Some questions Ken raised and wanted addressed were as
follows:
• What should the team prepare before coming to the session?
• What information should we collect before planning the
session?
• Who should attend? Only direct reports? The Executive
Committee and
their direct reports?
• How can improvements to the business planning and goal
setting process
be made? (Previously, it took too much time and the quality of
the country
plans varied from excellent to “horrendous” plus none of the
consolidated
regional plans met required strategic aims even after two or
three
revisions.) I can appreciate how frustrated the whole team was.
During plan

11. reviews, finance, regional managers, and executive staff
repeatedly asked
themselves such questions as “Why don’t they give us what we
requested?”
and “Doesn’t anybody understand our strategy and what we are
trying to
do?”
• What can be done to upgrade the leadership at the country
level?
• How should the functions and country operations interface
with one
another? Can some guidelines be set so they understand when
and how
they need to share information as well as when they should
work together?
• Finally, how and who should assess potential acquisitions or
strategic
alliances in terms of cultural fit and synergistic matching of
capabilities?
• Can confidentiality be kept by the executive team? Will the
board “take
over” the process if they find out what is going on?
INFORMATIONAL MEMO 2
DATE: December 6, 2009

12. TO: <Your Name>
Principal, Working Better Group.
FROM Kenneth Martin
President, BARTH Inc.
RE: Times for phone contact
<Your Name>:
I do apologize for not being available to take your calls. We are
in the midst of preparing
our 2010 budget and goals to present to the Board. This will be
over on the 10th, and we
can speak any time on the morning of the 11th, over the
weekend, or on Monday the 14th.
Let me know when you wish to call, and I will have my
assistant block out 30 minutes
(and give her the authority to interrupt whatever I am doing so
we can connect).
There is some urgency to my request. While we are very
successful, the process we used
to create our goals and related financial forecasts for next year
and the following 3 years

13. has brought to light some major issues and concerns. The
quality of our earnings is at
jeopardy. Our move to integrate our country markets into a
worldwide operation is going
more slowly than I would like. Our regions are competing for
resources and complaining
about the high overhead costs “imposed” by headquarters. Many
of these issues indicate
we do not have a clear operating strategy, nor do we understand
how to measure our
performance consistently across all regions and functions.
To complicate matters further, I have been approached by
several firms interested in
forming alliances (some want us to buy them; others want to
merge with us). Our Board
wants to finish the 2010 plan and critique the 3-year, long-term
plan before proceeding
with any investigation of these possibilities. NO ONE IN THE
COMPANY OTHER
THAN THE EXECUTIVE COMMITTEE AND THE BOARD
KNOWS OF THESE
PRELIMINARY OFFERS. We know most large-scale
acquisitions and mergers do not

14. achieve their goals and want to make our own operation as
strong as possible before we
evaluate making such a major change.
It is not likely that any of these potential alliances will move
quickly, especially as I do
not believe we have anywhere close to full internal alignment.
Before this recent business
planning cycle, I would have said our prospects were terrific.
Now I think they are still
good but am worried we will not do nearly as well as we should.
I came to you because Don Jones mentioned how well you
created a common vision,
mission, and objectives for his unit. While I believe we have
that, I no longer believe all
our regions (nor our corporate functional departments) have the
same clarity or
commitment to it.
Our Chairman, Dr. Jean Paul Dupres, might also call you. He
has convinced me there is
urgency in getting our executive team working in a more
coordinated and focused fashion.

15. Informational Memo 1
DATE: December 6, 2009
TO: Mr. Kenneth Martin
President, BARTH Inc.
FROM <Your Name>
Principal, Working Better Group
RE: Request for service
Dear Mr. Martin:
Thanks for your inquiry. I am pleased that Don Jones of
McKenzie LTD spoke highly of
our firm. I understand the need for confidentiality and assure
you I will not speak of our
upcoming meeting with him or any other client. Our approach is
to have a principal or
senior consultant talk with a client to understand their request,
describe our capabilities,
and determine if we should proceed into preliminary data

16. collection or diagnosis of the
situation. This preliminary data collection phase of our work
together might be free or can
be conducted for a set fee (which would be deducted from the
overall cost of the
engagement if you decide to proceed).
After analyzing the situation, we typically present our findings
and recommend
approaches. Only then would we develop a full consulting
contract and action plan. My
understanding is that we will have one hour on the 15th to get
acquainted and explore
working together. Before we meet on the 15th, it would be
helpful to know the following:
What caused you to contact our firm at this time?
How you expect to proceed?
The goal for this meeting or any specific outcomes I should be
ready to achieve.
Do you have a specific agenda, or would you want me to
develop one?
Have you worked with external consulting groups before?
o If so, what was positive about that experience? What would
you change

17. about it (specifically what would you have liked the consulting
company to
do differently)? What would you do differently to make it more
productive?
o If not, what, ideally, would be the result of working with us?
How do you
see our firm being of help?
Will other executives from your company attend this meeting?
As we are having difficulty connecting by phone, and you have
suggested the matter is
urgent, I would like to set a specific time for us to cover these
general items so we can get
the most from our face-to-face meeting.
Please let me know by e-mail several times you would be
available to talk (15 or 20
minutes should be adequate) so we can make sure your
expectations will be met.
Regards,
<Your Name>

18. A Short History of BARTH, Inc.
BARTH first began business in 1970 as Biologics and
Analgesics Resources, LLC. It was
the brain child of two cousins, Dr. John Babcock, a Harvard
educated biochemist, and
James Haworth, MD. Dr. Haworth, an expert in pain
management and osteoarthritis, is
credited with the discovery of a class of compounds known for
their potency in treating
arthritis and inflammation. The patents from his discovery
generated the resources for
these two visionaries to start their own research laboratory.
Drs. Haworth and Babcock wanted to apply the work being done
on human DNA. They
recognized a need to overcome a major hurdle; there was no
robust process for matching
molecules of potential therapeutic compounds to specific
receptor sites. The process they
developed succeeded beyond their wildest dreams. As the
wealth of information being

19. generated from the human genome project grew, they led all
companies in creating
products that block pain and inflammation. With over 24 new
products discovered and
launched in a 15-year period, they enlisted the help of
pharmaceutical marketing genius
Roy Shutte to create their own sales and marketing group.
Shortly thereafter, James
McDermott joined the executive team to start-up manufacturing
operations. By 1995, they
had transformed the company from a research firm into one of
the most innovative
proprietary pharmaceutical companies in the United States. All
of which was funded from
their own discoveries and product introductions. To help
maintain their growth they
recruited a diverse and highly experienced board of directors,
and appointed Roy Shutte
Chairman.
In 1999, they decided to go public to generate funds to expand
their U.S.-based
manufacturing and marketing operations overseas. Under the
leadership of Roy Shutte,

20. they formed strategic alliances with key partners in Europe,
Latin America, and Asia to
build a global presence. BARTH currently has sales operations
in 72 countries world-
wide, promoting its extensive line of anti-inflammatory
compounds, along with a few
novel molecules for fighting infectious diseases. They now have
manufacturing operations
in Puerto Rico, Ireland, India, Brazil, and Singapore.
Dr. Haworth decided to retire from the rigors of being President
and CEO at the age of 75
in 2002, turning over the reins of the company to one of the
most respected sales and
marketing executives in the pharmaceutical industry Kenneth
Martin. Dr. Babcock is on
the Board and is active in the company as head of Research and
Development. James
McDermott remains as executive Vice President of Operations.
Tragically, Roy Shutte
died in December of 2003, with Dr. Jean Paul Dupres moving
from CFO to take the
chairmanship. In 2005, the company expected to integrate all its
subsidiaries and strategic

21. alliances into a truly global corporation: one that will lead the
pharmaceutical industry in
its category.