O&O Company is a large Egyptian furniture manufacturer that has faced economic challenges in recent years. The company is restructuring its board of directors and top management in order to develop a new strategy for growth. The new board will have both insider directors with industry experience and outsider directors with specialized expertise. The roles and responsibilities of the board and top management are outlined to ensure proper governance and oversight of the company's operations and performance.

1. 1
Summary
O&O Company is one of the largest furniture manufacturer and retailer in Egypt. O&O has
been working in the furniture field for about 50 years, we have an excellent reputation in the
market and we are famous of delivering superior quality.
On the last year, the company faced several problems and due to the fluctuations of the
economy, unstable political situation, and the intense completion.
The Egyptian Political situation is much more stable now; however, the economic situation is
still a bit challenging.
We are looking for a new BOD and Top Management who will help us to formulate a new
strategy that will help us to grow in the market, satisfy our shareholders’ demands and
customers’ needs.
The last board members participation level was on Minimal review, they used to review only
the selected issues by the CEO, ignoring the other issue and failing to prioritize it lead to this
downturn in the corporate position.
The CEO of the last board was also the Chairman, combining the two positions lead to a
conflict of interest, and eventually led to the current position, the Shareholders made sure to
separate the two roles on the new board.
The Shareholders made sure to choose the new board members wisely to be Catalyst
members; some of the new board members are inside directors who showed a great
competent in their work, and others are outside directors who are board members in other
firms.

2. 2
Corporategovernance:
Our company’s board of directors (the board) plays an important and crucial role in setting its
strategic objectives, and endorsing its general policies and strategies that dominate its
workflow. Accordingly, the board’s decisions considerably affect the company’s performance.
The new system based on “Guide to Corporate Governance Regulations and Standards in
Egypt”.
The following points focus on developing our new corporate governance system as a catalyst:
1. Identifying the roles and responsibilities of the board of directors and top
management.
2. Keep the interest of stakeholders in mind.
3. Treating Shareholders equally.
4. Ethical Behavior.
5. Transparency.
6. Lowering Risk.
7. Public Image.
8. Having a Successful Business.
Board of Directors:
The board of directors is appointed to act on behalf of the shareholders to run the business.
The board are directly accountable to the shareholders and each year the company will hold
an annual general meeting at which the directors must provide a report to shareholders on
the performance of the company, what its plans and strategies are and submit themselves
for re-election to the board.
Roles of Board of Directors:
1. Determine the company's vision and mission to guide and set the pace for its current
operations and future development.
2. Determine the values to be promoted throughout the company.
3. Determine and review company objectives and goals.
4. Determine company policies.
5. Review and evaluate present and future opportunities, threats and risks in the
external environment and current and future strengths, weaknesses and risks relating
to the company.

3. 3
6. Determine strategic options, select those to be pursued, and decide the means to
implement and support them.
7. Determine the business strategies and plans that underpin the corporate strategy.
8. Ensure that the company's organisational structure and capability are appropriate for
implementing the chosen strategies.
9. Delegate authority to management, and monitor and evaluate the implementation of
policies, strategies and business plans.
10. Determine monitoring criteria to be used by the board.
11. Ensure that internal controls are effective.
12. Communicate with top management.
13. Ensure that communications both to and from shareholders and relevant
stakeholders are effective.
14. Understand and take into account the interests of shareholders and relevant
stakeholders.
15. Monitor relations with shareholders and relevant stakeholders by gathering and
evaluation of appropriate information.
16. Promote the goodwill and support of shareholders and relevant stakeholders.
Responsibilities of Board of Directors:
1. The directors must always exercise their powers for a 'proper purpose' – that is, in
furtherance of the reason for which they were given those powers by the
shareholders.
2. Directors must act in good faith in what they honestly believe to be the best interests
of the company, and not for any collateral purpose. This means that, particularly in
the event of a conflict of interest between the company's interests and their own, the
directors must always favor the company.
3. Directors must act with due skill and care.
4. Directors must consider the interests of employees of the company.
5. Calling a directors' meeting. Each director must be given reasonable notice of the
meeting, stating its date, time and place. Commonly, seven days is given but what is
'reasonable' depends in the last resort on the circumstances.
6. The company’s board is in charge of managing the company based on the general
assembly’s authorization. Therefore, the company’s ultimate responsibility rests with
its board, whether it formed committees or authorized other parties or individuals to
undertake any of its duties.

4. 4
7. Even though the board comprises representatives who have been selected from
various groups of shareholders, the board member should consider himself a
representative of all shareholders whenever he is appointed. The member should also
commit to work in the best interests of the company in any event, not just only for
the group whom he represents or those who voted for him.
8. The Egyptian laws stipulate that the board is elected to represent shareholders
considering that it should have representatives reflecting the proportion of capital
distribution. Nevertheless, voting rules entitle the majority group in the general
assembly to appoint all the board members by voting for each nominee individually.
Consequently, Corporate Governance Regulations require using other methods, such
as “cumulative voting” when electing the board, or to consider the proportion of
capital distribution using any other ways where the end result should represent the
shareholders’ proportional distribution in the board. A brief biography about each
nominee should be presented to the shareholders when they are called for the
board’s election.
9. The board should have a minimum of five members of which the majority should be
independent non-executives, or alternatively, at least two thirds of the board should
be independent with technical or analytical skills that will benefit the board and the
company. In all cases, selection of independent and non-executive board members
implies that they should devote sufficient time and attention to the company and not
to have any conflict of interest.
10. New board members should be provided with information, data and adequate
explanation about the company when they are appointed. This allows the new
members to be familiar with all the company’s general aspects, its points of
weaknesses, its administrative structure, budget elements and anything else that will
help them to efficiently carry out their duties. It is preferable to have the chairman or
the board secretary supervising this induction process.
11. The board appoints the chairman and the managing director where it is preferred not
to have the two positions held by the same person. Whenever this happens, reasons
should be stated in the company’s annual report and an independent deputy
chairman should be appointed, and should also head the board meetings that discuss
and evaluate the board performance.
12. The chairman is responsible for managing the board of directors and achieving its
goals whereas the managing director on his own is in charge of managing the
company and regularly reporting to the board. Neither the board nor its chairman
should interfere with the day to day management of the company, except if the
managing director fails to carry out his duties until the appointment of a new
managing director.

5. 5
13. The chairman should make sure that the members of the board and its various
committees are familiar with the Egyptian Corporate Governance Regulations and the
methods of their application.
14. The executive members’ one term of contract should not exceed three years, unless
there are specific and clear reasons that have to be disclosed in the company’s annual
general assembly where the terms could be renewed for longer periods.
15. The board should meet at least once every 3 months. The number of board meetings
and names of absentees from the board meetings or board committee meetings
should be disclosed in the company’s annual report. Meetings should consider the
venue, timing and arrangements that are convenient for the board members’
attendance. Adequate information about any topic to be presented or a decision to
be made in the meeting should be provided to all board members early enough
before the meeting. In such circumstances that require urgent business to be
presented, whoever has the capacity from the board executive members or company
managers to thoroughly explain the topic and answer board members’ questions
should attend the board meeting. Resolutions should not be passed except when a
meeting cannot be held in a normal and usual manner. In this case, voting should be
confined to urgent resolutions only where resolutions should be passed unanimously.
16. Non-executive and independent board members can meet company managers to
discuss company issues with or without presence of the executive board members,
where coordination should take place with the company managers regarding the
timing and they should also be informed about the topics to be discussed.
17. The board should frequently revise the company’s internal systems and procedures
for their appropriateness and efficiency. The board is entitled to access all
information and the financial and non-financial reports about the company’s
performance whatever they ask for and in whichever form they specify.
18. The board can form committees from its members along with others to carry out
particular tasks and for specific periods. Such committees enhance the board’s
competence; accordingly, they should be considered as a supportive means to the
board not as a means to discharge the board from its responsibilities or to convey
responsibility to another party, where the board is responsible for the performance of
these committees.
19. The formation of the board committees should follow general procedures set by the
board including their duties, duration of those duties, granted authority during that
period, how the board would supervise them, and their financial transactions. The
committees should inform the board about their work, outcomes and decisions in a
transparently and total manner. The board should periodically supervise the
committees’ duties to ensure they are performing their assigned role.

6. 6
20. It is preferable that board committees should comprise independent and
nonexecutive members only. The majority of the board committees should at least
comprise non-executive members; one of them should be the committee’s chair
where it is preferable to have the independent member as the chair. There should not
be an executive member in the committee where the committee supervises him and
assesses his performance.
21. Board committees can seek the assistance of external consultants to help them with
their duties, at the company’s expense. This has to be preceded by the general
assembly’s approval where conflict of interest provisions should be considered.
22. The company’s annual report should include a brief presentation about the formation
of each committee, its number of meetings, its assigned duties and its performance.
Committee chairs should attend the company’s general assembly.
23. The company should have an audit committee formed from a number of
nonexecutive members and at least one independent member, where its task is the
oversight of the internal controls and auditing procedures, the duties of the internal
controls department, the company’s workflow procedures, and any other tasks
assigned to the committee by the board.
24. There are other committees that could be formed by the board, such as the risk
committee, investment committee, and remuneration, nomination and incentives
committee. Each committee should have at least one independent member.
25. The board appoints a corporate secretary or a secretary to whom the board assigns
all duties related to managing the board files, meeting minutes and reports. The
board secretary attends the board meetings unless he is asked to leave the meeting
room while discussing a certain topic. Board members can contact the secretary
during the periods between the meetings. The board secretary’s role extends beyond
the traditional functions prescribed in the Egyptian law regarding attending meetings
and preparing minutes; however, the secretary acts as a permanent link between
board members and the company, and as a source for the information they need.
Consequently, the board should offer the secretary the required authorization that
allows him to carry out his duties efficiently and also to train him when needed.
26. The board is responsible for risk management in general in accordance with the
company’s activities, size and market. The board might set up a risk committee to
work under its supervision. It is the responsibility of the board to set a risk
identification strategy, how to deal with those risks, the level of the risks accepted by
the company, and clearly presenting all such information to the shareholders.
27. The board is responsible for setting an early warning system in the company that
directs its attention to any defects or deviations that might occur so that speedy
relevant procedures can be taken. This system should comprise methods of

7. 7
protecting information sources and whistle-blowers as they could be subject to
harassment or persecution.
28. The board should prepare an annual report to be presented to the shareholders that
specifically includes, in addition to what is required by the laws:
a. A comprehensive overview about the company’s operational and financial
status.
b. Prospective vision of the company’s activities for the coming year.
c. Subsidiaries’ activities and operational status (if any).
d. A summary about changes in the company’s capital structure.
e. The extent of compliance with monitoring and applying the Corporate
Governance Regulations, including adequate information about the board and
its various committees.
f. The company’s Corporate Social Responsibility (CSR) activities.
29. The board should have the ordinary general assembly’s approval for transactions
involving any company’s asset that exceeds 20% of its total assets.
Members of Board of Directors:
1. Inside directors:
Inside directors represent the interests of the entity's stakeholders; have special knowledge
of its inner workings. The following criteria have to be included:
a. Chief executive officer (CEO)
b. Finance.
c. Marketing.
d. Strategic planning.
e. Sales.
f. Engineering and Quality.
g. Investment.
h. Human Resources.
i. Production.
j. Legal.
k. Audit.
l. Large shareholders.

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2. Outside directors:
Outside directors bring outside experience and perspective to the board. They keep a
watchful eye on the inside directors and on the way the organization is run. The following
criteria should be included:
a. Orthopedic Consultant to make sure that our products comfortable and will
not have any negative effect on our customers’ bodies and to help the
organization to develop more unique healthier products.
b. Materials Engineer Consultant to find the most appropriate and alternatives
materials that can be replace wood and metals with varieties of other
materials to satisfy our market demands.
c. Design Engineer Consultant to research and develop ideas and designs for our
new products.
d. Computer Engineer Consultant to find out how we can benefit of the
computer and mobiles technologies to come up with unique products and
solutions that can be implemented.
e. Culture Consultant to benefit of his knowledge to develop products that
matches the customers’ cultures and lifestyles.
f. Interior designer and Exterior Consultants to make sure that we have verities
of products.
g. An ecologist to ensure that our operations don’t harm the environment and
how to minimize it.
h. Representatives of other stakeholders such as labor unions, major lenders and
members of the community in which the organization is located.

9. 9
Top Management:
A team at the highest level of organizational management is directly responsible for
managing the day-to-day operations and profitability of the corporate.
Responsibilities of Top Management:
1. Fulfills key roles:
a. Interpersonal roles:
i. Figurehead
ii. Leader
iii. Liaison
b. Informational roles:
i. Monitor
ii. Disseminator
iii. Spokesperson
c. Decisional roles:
i. Innovator / Entrepreneur (Planner)
ii. Disturbance handler (Crisis manager)
iii. Resource allocator
iv. Negotiator (Bargainer)
2. Provides Corporate Leadership:
a. Articulates a transcendent goal for the firm
b. Communicates high performance standards
3. Manages Strategic Planning:
a. Initiate/Manages the strategic planning process
b. Seeks information

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Positions of Top Management:
1. Chief executiveofficer (CEO)
As the top manager, the CEO is typically responsible for the entire operations of the
corporation and reports directly to the Chairman and board of directors. It is the CEO's
responsibility to implement board decisions and initiatives and to maintain the smooth
operation of the firm, with the assistance of senior management. Often, the CEO will also be
designated as the company's president and will be one of the inside directors on the board.
2. Chief Financial officer (CFO)
Also reporting directly to the CEO, the CFO is responsible for analysing and reviewing
financial data, reporting financial performance, preparing budgets and monitoring
expenditures and costs. The CFO is required to present this information to the board of
directors at regular intervals and provide this information to shareholders and regulatory
bodies such as the Securities and Exchange Commission (SEC). Also usually referred to as a
senior vice president, the CFO routinely checks the corporation's financial health and
integrity.
3. Chief Security Officer (CSO)
Sometimes referred to as the Chief Information Security Officer (CISO), this person can report
to many different individuals, including the CEO, CFO, General Counsel, COO, and CIO. The
role can be focused on many different things, with the primary purpose of keeping
companies safe from physical and technological attacks. This leader role requires a strong
business acumen, good technical knowledge, and capable risk manager. When the role is
being established, it should be positioned in a manner that maintains a strong segregation of
duties, and it's becoming increasingly frowned upon to have this role report directly to the
CIO.
4. Chief Information Officer (CIO)
The CIO reports directly to the CEO and is a more internally oriented position focused on
technology needed for running the company (and in IT fields, for maintaining foundational
software platforms for any new applications).
5. General Counsel
The organization's chief lawyer. the person holding this position typically reports directly to
the CEO, and their duties involve overseeing and identifying the legal issues in all
departments and their interrelation, including engineering, design, marketing, sales,
distribution, credit, finance, human resources, production, as well as corporate governance
and business policy. This would naturally require in most cases reporting directly to CEO
overseeing the very business on which the CLA is expected to be familiar with and advise on
the most confidential level. This requires the CLA/CLO/General Counsel to work closely with
each of the other officers, and their departments, to appropriately be aware and advise.

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General Counsel have broad roles encompassing crisis management, compliance reporting
management and public policy advocacy.
6. Chief Operations Officer (COO)
The COO looks after issues related to marketing, sales, production and personnel. More
hands-on than the CEO, the COO looks after day-to-day activities while providing feedback to
the CEO. The COO is often referred to as a senior vice president.
7. Chief Procurement Officer (CPO)
The CPO an executive role focused on sourcing, procurement, and supply management for an
enterprise.
8. Chief Revenue Officer (CRO)
The CRO is responsible for all revenue generation processes in an organization, and is
ultimately accountable for driving better integration and alignment between all revenue-
related areas.
9. Chief Technology Officer (CTO)
The CTO reports directly to the CEO and is responsible for scientific and technological issues
within the organization.
10. Chief Visionary Officer (CVO)
The CVO is a high-level advisor to the CEO and other C-level executives. A CVO decides on the
general direction of a company, and has a broad and comprehensive knowledge of all
matters related to the business of the organization and the vision required to steer its course
into the future. The CVO is generally in charge of defining corporate strategies, working
plans, and often product ideas. Also has the core competencies of every other business-
executive, which are used to play a role in performing aspects of the work of other C-level
executives.
11. Chief Human Resources Officer (CHRO)
The CHRO is the highest ranking corporate officer who oversees all aspects of human
resource management and industrial relations policies, practices and operations for an
organization
12. Chief Learning Officer (CLO)
The CLO is the highest-ranking corporate officer in charge of learning management. CLOs can
be experts in corporate or personal training, with degrees in education, instructional design,
business or similar fields.

12. 12
General Assembly
1. The general assembly comprises all company shareholders, each according to the
percentage of shares being held. Even though the company’s bylaws may stipulate
that only shareholders of a certain number of shares should attend the general
assembly, this provision should be considered an exception to the general rule which
gives each shareholder the right to attend the general assembly. That provision
should only be used when the number of shareholders exceeds the company’s limits
to manage the venue of the general assembly, and it should not be a means to ignore
minority shareholders.
2. Shareholders should be encouraged to attend the company’s general assembly where
its meetings’ timing and venue should be set in a way that facilitates and encourages
their attendance.
3. Each topic in the agenda of the ordinary or extraordinary general assembly should be
adequately presented and thoroughly explained to help shareholders make their
decisions based on the provided information. Information should be provided with
the purpose of helping shareholders make proper and sound decisions and not as
mere formality of the meeting.
4. The general assembly should be managed in a way that allows shareholders to
express their opinions, and the company’s board should fully and adequately disclose
all general assembly topics on the agenda.
5. Voting on the general assembly decisions should be accurately recorded. If any
dispute occurs regarding the proper representation of some votes in the general
assembly, voting should be counted twice: once considering the validity of those
votes, and another time by considering them invalid and omitting them, where both
counts should be submitted to the appropriate administrative or legislative body
while procedures of the general assembly are continued under all circumstances.

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Internal Audit Department
1. The company should maintain a tight internal control system established by the
company management in collaboration with the audit committee, and endorsed
by the board. If the company does not have such system, the board should justify
this to the annual general assembly.
2. The internal audit department should be headed by a full-time officer in the
company and should be among the senior executives. The department’s head
administrative reporting is to the managing director whereas his functional
reporting is to the audit committee. If the company does not have an audit
committee, then functional reporting should be directly to the board.
3. The internal audit department’s head could be invited to audit committee
meetings whenever needed; he should submit a quarterly report to the board and
to its audit committee about the extent of the company’s compliance with the
laws and regulations that govern its operations, and also about its compliance
with the Corporate Governance Regulations..
4. The internal audit department duties include the evaluation of the risk
management means, systems and procedures. Duties also include confirming the
proper and solid implementation of the Corporate Governance Regulations.
5. The internal audit systems and procedures should be set based on projections and
a study of the risks faced by the company. The views and reports of the board,
external auditors and company’s management should be taken into account. Risk
monitoring and evaluation should regularly be updated.
External Auditor
1. The external auditor is appointed by the general assembly in its annual meeting.
The decision of reappointing the external auditor and his fees is the responsibility
of the annual general assembly only. The company’s founders appoint the first
external auditor as an exception, where his appointment is subject to the approval
of the first following general assembly.
2. The external auditor should be totally independent from the company and its
board. For example, he should not be the company’s shareholder, a member of its
board, or employed on a full-time basis for any technical, administrative or
consulting work for the company. The general assembly should not authorize the
board to appoint the external auditor or determine his annual fees without
specifying a maximum value.
3. The external auditor or his representative should be invited to the company’s
general assembly meetings.

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Audit Committee
1. The board forms the audit committee of at least three independent members
where one of them should be a financial and accounting expert. The committee
can comprise non-executive members if there is not a sufficient number of
independent members. One or more members could be appointed from outside
the company where the committee’s chairman has to be independent and the
majority of its members are independent or non-executives.
2. the audit committee should perform the following:
a. Assess the competence of the financial manager and the rest of the finance
department staff;
b. Examine the internal control system and prepare a report with opinions and
recommendations;
c. Examine the financial statements before they are presented to the board and
provide its opinions and recommendations about them;
d. Examine the company’s accounting policies and provide its opinions and
recommendations about them;
e. Review the auditing plan with the external auditors and provide suggestions
about it;
f. Review the external auditor’s comments on the financial statements and
monitor the progress about those comments;
g. Assess the qualifications, performance and independence of the external
auditor and propose its appointment, fees, and dismissal;
h. Approve the additional non-audit services to be performed by the external
auditor, and prior agreement about the fees for those services needs to be
obtained;
i. Review and discuss the internal audit department’s plan and its efficiency;
j. Review the internal audit reports and their corrective actions;
k. Review and assess the early warning system in the company and propose what
it needs for further improvement and application; and
l. Any other duties assigned by the board.
3. The committee should periodically meet according to a specified meeting
program, at least once every three months.
4. It is preferable that the audit committee’s Chairman provides a separate report
and reads it in the company’s annual general assembly.

15. 15
EthicsandSocialResponsibility:
Code of ethics:
Being an Ethical Company isn’t a choice it’s a must to ensure the sustainability of any
business , The Ethics is considered a very important part in the Social Capital “The Good well”
of any organization ,failing to act ethically to achieve short term profitability means that we
are putting this business in a great risk ,and we might be persecuted legally in our main
country or even abroad .
There is arising awareness between the common people to boycott any organization that
does not behave ethically especially if this breaches reached to the media e.g. Sweat shop-
fishing boats on the Far East.
“Being an admired company is not just about our performance and achievements, it’s also
about acting in a responsible, ethical and lawful way.”
• What is the Code of Ethics? The Code of Conduct is our central policy document,
outlining the requirements that every single person working for and with our
organization must comply with, regardless of location. We may also have additional
policies you need to adhere to that are specific in our foreign subsidiaries.
• Whom is the Codeof Conduct for? Our Code of Conduct is for everyone working for
and with us: employees,contractors, Government, joint ventures and suppliers. We
expect our suppliers and business partners to uphold the same standards and to
abide by our Code of Ethical Purchasing.
• What are the consequences of not complying? There are very serious consequences
for not complying with our Code of Conduct. We may take disciplinary action and
even dismiss people where necessary.
• We will create Compliance officer’s team“to report any breach for our ethical conduct
that might seems illegal or unethical “.
• An Ethical training will be provided to all the employees, ethical quizzes with
situations, and after finishing the training, each employee should sign a statement
that they attended that training, and that they will adhere to it.
Main pillars of our codeof ethics:
1. Gifts or hospitality “Financial integrity “.
2. Charitable donations “Financial integrity “.
3. Bribes and improper payments “Financial integrity “.
4. Information security and loss of a device “mobile phones, laptops, complex passwords,
clear desk “.

16. 16
5. Conflict of interest “outside relationships /investments, political involvements,
Relatives and friends as coworkers “.
6. Meeting competition.
7. Health and safety concerns “safety of work place, safety during travel, etc.”
8. Social environment consideration “sustainability of the natural resources, supporting
local communities, charitable support “.
9. Communication “not to speak on behalf of the organization on the media or social
media “.
10. Confidentiality of the Customer’s Data” Data protection act “.
11. Compliance with the law“as we work internationally we will make sure that we will
apply the hardest on our entire forging subsidiary “.
12. Drugs and alcohols “We will not tolerate anyone being “under the influence of alcohol
or illegal drugs in the workplace”.
Corporate Social Responsibility:
Our industry have been accused that it’s a destruction for the Green environment ,and the
Wild life hence we depend mainly on the wood for producing the furniture , our new strategy
depending mainly on changing this idea ,and promoting for the green environment ,
preserving wild life ,and the sustainability of the Natural resources .
We will start to diversify on our products by providing furniture made of Metal, Plastic,
Recycled, and MDF wood. We will still provide regular wood furniture but in a smaller
quantities than we used to do before.
This new strategy will provide us with a positive image, and increase our Social capital
especially if we are planning to operate overseas, and be an Admired brand.
Our mission is to be admired as a diverse ethical company operating responsibly and
providing products and services that enable a more sustainable society for our customers.
We will demonstrate responsible, ethical and honest behavior, promoting a greener
environment and eco-efficiency, contributing to our community development with a focus on
children’s well-being, youth development, and developing sustainable products and services
for customers with special needs.
We will create a foundation that will focus on:
1. Charitable support.
2. Schooling campaigns.
3. We are committed to protecting the environment.

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4. We will adherer to relevant environmental laws, regulations and policies.
5. Reduce your waste wherever possible. “E.g. paperless environment”.
6. Use recycling facilities wherever possible.
7. Avoid unnecessary travel “use conference call facilities or video-conferencing where
possible”.
8. Walk or use public transport where we can.
9. Always consider the environment when making any decisions.
10. Use less energy.
O & O and the environment:
At O & O we believe in taking a responsible approach to our environment and our local
communities. We are committed to reducing the impact our business has on the
environment as well as helping you to do the same. We are working hard to reduce the
amount of resources we use and the amount of CO2 emissions we produce.
Our achievements
 91% of waste from the business was recycled
 35% reduction in waste sent to landfill
 26% reduction in packaging from own brand and direct-sourced products
 9% reduction in carbon footprint
 100% of direct-source and direct-import factories have a current ethical audit
Our future commitments
 Divert more than 90% of all our waste from landfill by recycling and further
opportunities
 Continue to reduce our total waste tonnage to achieve a 35% by 2013 financial year
end (vs2006)
 Achieve a 2% reduction in energy consumption (kWh/sq ft) year on year, enabling us
to achieve a 18% reduction per sq ft by 2013 financial year end (vs 2006)
 Reduce CO2 emissions per sq ft by 40% by 2020( vs 2006)
 Achieve a 30% reduction in commercial fleet CO2 per sq ft by 2013 financial year end
(vs 2006)
 Achieve a 10% reduction in water usage in our direct operations by 2015
We believe that working to meet these objectives is the best way to enhance our reputation
and manage our resources effectively in the face of rising costs.

18. 18
Organization culture:
The successful organization is the one that succeed in closing the gap between the Corporate
identity “internal view “ ,and the Corporate Image “External View “
We will end regular communication, and make many training program to ensure the
adherence of all the organizational levels/Branches to the culture “intensity, and
integration“.
• The corporate culture reflects our values, believes, and behaviors there for we will
cultivate it, and make sure that all the staff act and live by this way.
• Our proposed culture is encourages the innovation, Customer experience, employee
development, employee collaboration, Equality, Speed, simplicity and trust.
• On a global scale, our proposed culture is a Geocentric Culture, which means any
competent member can be located or promoted to any foreign subsidiary as long as
they are qualified.
Our culture promotes for:
1. People’s engagement.
2. Operation Excellence.
3. Diversity.
4. Being Ethical on individual level ,and corporate level
5. Learning and Development
6. The social Responsibility
7. Safety of work environment.
Our Main cultural pillars are “each manager will score the subordinates according to the
below “:
1. Customer centricity: we are passionate about exceeding our customer’s expectations.
We work hard to understand the customer, and take personal ownership of his case.
2. Innovation Seekers: we create, and deliver new products, services to delight our
customers; we always look for improvement, and better ways to do things.
3. Ambitious and Competitive: we bring energy and passion to our work, and aiming to
beat the competitors. We deliver the best in our field. We review our performance
and improve it.
4. Corporate culture: we work across departments, and value our differences to achieve
the best outcome for our customers.
5. Swiftness: we work with speed to spot issues, analysis fast, and execute faster.

19. 19
6. Simplicity: we make things simple for our Customers, partners, and colleagues; we
challenge complexity, and stop ineffective or inefficient activities.
7. Trust: We are reliable and transparent, we do what we say, and we trust others to
deliver. We support decisions once made.
8. Be a Respected leader: Leasers are Empathetic, and inspiring. Build diverse and high
performing team.

20. 20
ExternalenvironmentalScanningandIndustryanalysisEFAS:
External Environment
1. The Political situation is stable now, and the legislations encourages the investment.
2. The legislations encourages the new entrants to the market, which forms a low entry
barrier.
3. There is a liquidity issue in the market, due to the tough economic position.
4. As there is a liquidity issue in the economy, the competitors started to accept
installments payment to encourage the customers to buy from them.
5. The Government and the environmental pressure groups are promoting for green
industries, recycling, and for the sustainability of the natural resources.
6. There are many leading technology provider, who can provide business solutions
technological packages.
7. The Banks are increasing the loans conditions , due to the liquidity problems
8. There is an availability to use new recycled materials rather than wood, like using
Metal, plastic bamboo, MDF.
9. Most of the newly hired work force are the 90s Porn generation “Generation Y” , our
HR department need to setup new training and development plan for them ,and for
the older generation .
10. The work force now is much diversified genders, generations, and ethnicities.
11. The Government is undertaking the development on the infrastructure to depend on
the fiber optics rather than the copper wires, the new infra structure will speed up
the connection and the communications between sites and team members.
12. Most of the clients abroad requires ISO, or any other quality certificate to ensure the
superiority of our products.
13. Increasing cost of energy.

21. 21
Five Force Model
1. There is an Open Market
2. Any One with the Right
amount of capital can
invest in this industry
3. The industry is Fragmented
1. There isNo substitute for
furniture sothe threatis
relativelyweak.
2. Howeverwe are weakinthe
productdiversity,we depend
mainlyonwoodfurniture .
3. Othercompetitorstarted
provide Plastic,Processed
Plywoord,andMetal
furniture
1. The Buyer has a very strong
bargaining power
2. The Buyer is very sensitive
to price
3. Low switching Cost ,and
large number of
Competitors
1. The barginingpowerof
supplierislow .
2. We have a verystrongbrand
name , and we purchase in
large quantities
3. Many supplierswouldloveto
workwithus .
1. Very Intense Competition
in the furniture market
2. Fragmented industry
3. Low switching Cost
Threat of New Entrant Threat of substitute products
Rivalry Forces
Bargaining Power of Buyer Bargaining Power of Suppier

22. 22
InternalScanning:OrganizationalanalysisIFAS:
ValueChain
The Value Chain gives us a bird eye view about our organizations
The Primary Activities “Client Facing activities “
1. Inbound Logistics :
A. Receiving Raw materials
B. Inspection
C. Storage
2. Operations
A. Manufacturing turning the raw material to finished goods “furniture “
3. Outbound logistics
A. Sales “distribution of the products to buyers “
B. Packaging
C. Shipping

23. 23
4. Marketing ,and Sales “Providing the customer information about our product
excellence which should lead to a sale “
A. Distribution Channels
B. Pricing
C. Promotions
D. Product
E. Place
We provide premium products, but we have a problem in the Marketing, as we do not have
shown rooms in the certain cultures,
5. Services “Activities that add value to the customer
A. Repairs
B. Contact Centers
C. Warranty
D. Customer training
We provide superior customer service, and excellent after sale support, we provide warranty
service on our furniture against any manufacturing issue, our customer Service is one of our
competitive advantages, we keep raising our benchmark and we keep educating our
employees about the importance of showing a customer centric attitude.
The Support Activities “Non client facing activities “
1. Procurement “ The Function of Purchasing not the physical input “
Supports the primary activity
A. “ Inbound logistics
B. Operations Purchasing “Power to operate the Machines “, and buying
machines itself
C. Outbound logistics e.g. buying cars to distribute /deliver our products, buying
new showrooms.
D. Marketing ,and sales e.g. ,buying advertisements

24. 24
E. Service e.g. “buying new cars ,and Repair tools for service technicians “
2. Technology Development
a. Systems that can provide Overview about the organization “CRM, ERP , JIT”
b. Its evolved with the Inbound ,and outbound logistics to get the right amount of
material to produce the right amount of furniture ,and avoid stocking issues
c. Its evolved with Operations as Technology development offers us a great
opportunity to increase out productivity ,and to use different type of raw
materials “recycling “
We have an issue in the technology, as we do not apply any JIT, or CRM systems in our
organization, which lead to stock problems, and problems with customer analysis
3. Human Recourse management “Recruitment , Training , Retention ,Motivation ,
compensation “
a. It makes sure the right skills are available in all the departments on the right time
b. Its evolved in all the primary activities
Our human resource management makes its best to develop the employees, and apply our
organizational culture in all levels, in all the sites, our culture, is very strong, and encourages
to have a customer centric attitude, and to be innovative
4. Firm infrastructure “ it covers all the primary ,and secondary activities “
a. Management
b. Quality management
c. Finance
d. Etc.
Since we are a furniture manufacturer, and retailer our center of gravity is Operations, and
Marketing

25. 25
Competitive advantage
The reason that we have a strong brand name ,and high customer loyalty is due to our
competitive advantage , to understand our competitive advantage we need to understand
our resources ,and capabilities that creates a distinctive competencies .
Resources is what we have, capabilities is what can we do with the resources, and how we
can utilize it efficiently, and effectively.
Our Human resources are utilized in an excellent way through our strong corporate culture
that promotes for “The operation excellence, customer centricity, innovation, etc. “this
synergy creates a distinctive competencies and a competitive advantage
Our human resource is a very important part in the Value chain as its evolved in all the
Primary activities for our company.
Our distinctive competency
 Provide Value to the Customer, and we can manage it through the customer
satisfaction, referrals, and NPS scores.
 It’s very hard to imitate , yes every organization has Human capital ,and they may try
to copy the same departments that we have but they doesn’t have our organizational
culture
Inbound
Logisitcics
Operations
Outbound
logistics
Marketing
and Sales
Service
Firm Infrastructure
Human Resource Management
Technology Development
Procurement
Primary
Activities
Support
Activities

26. 26
Strengths Weaknesses
1. Strong CSR
2. Focus on sustainability
3. Diverse brand portfolio
4. Brand loyalty
5. Customer Service
6. Human Resources
7. innovation
8. Quality assurance
9. Strong Organizational Culture
1. Lack of Product diversity
2. Marketing
3. Lack of consumer knowledge about
extent of CSR
4. Technology development
5. Inbound logistics
6. Outbound logistics
7. Lack of environmental awareness
8. Standard products
9. Need of Low tier Products
Opportunities Threats
1. The Political situation is stable now, and
the legislations encourage the
investment.
2. Increasing environmental awareness
(Thereis an availability to usenew
recycled materials rather than wood, like
using Metal, plastic bamboo, MDF).
3. Exploitation of the technological forces:
(The Government is undertaking the
development of the infrastructure to
depend on the fiber optics rather than the
copper wires, the new infra structure will
speed up the connection, and the
communications between sites and team
members and improve transportation
network).
“JIT, CRM …”
4. Impact of generation Y:
( Most of the newly hired work force are the
90s Porn generation “Generation Y” , our
HR department need to setup new training
and development plan for them ,and for the
older generation).
5. Increasing diversity of workforce and
markets (increasing customization
market).
6. Growing health consciousness. ( our
healthy products )
7. Constructing new cities in the current
period.
8. No substitute for furniture.
1. The liquidity issue in the Egyptian
market at the present time, and its
consequences including (high interest
rate).
2. Home sales.
3. Increasing oil prices.(Transportation,
operations costs, … )
4. Threat of new entrant:
 There is an open market,
 Anyone with the right amount of
capital can invest in this industry,
 The industry is fragmented.
5. Currency markets.(Imported raw
materials) " Cost "
6. Regulatory affects to timber and
agriculture.
7. Trade policies (federal).
8. Reliance on tourismand services for
economic growth. (Hotels, resorts, …)
9. Demographic trends lead to more
service demands.
Low switching cost.

27. 27

28. 28
StrategyFormulation: CorporateStrategy
Based on the strategic factors, the new corporate strategy will be a directional growth
strategy and we have two main strategies to select one.
A. Horizontal (Concentration) by expanding our operations geographically, and increase
our product range.
B. Concentric (Diversification) by building a new recycle factory to make our corporate
image better and earn more stakeholders.
The International direction:
We are planning to grow out of Egypt, as we want to exploit the opportunity of operating
globally as we will have an access to different markets.
We are paling to start operating in the Arabic peninsula area, and as we are aiming to
achieve the highest profitability, we will establish foreign Retail subsidiaries in this area.
However, in order to expand internationally we need to study the culture of the country
that we are going to in order to understand the preferences of the customers there, also we
need to get an international Quality Certification, and so we have decided to get ISO 9001
Why we should get the Quality Certificate:
 To deliver a very strong message about the superiority of our products we will
acquire ISO 9001 Certification, which shall deliver a very good message to our
customers, and employees.
 The benefits of this international standard will be Cost Saving.
1. Enhance customer satisfaction
2. Access new markets
3. Increase the market share
4. Reduction of the negative impact on environment
After evaluating both alternatives, Franchise or Export we have decided to choose the
franchise option as it is more profitable, and it can be a good step toward a direct
investment if we managed to succeed internationally

29. 29
Mission:
We continuously strive to provide the best product at the best prices accompanied by the
best service in the industry. Being the best and bringing the best to you is our relentless
pursuit.
Vision:
To be one of the leading furniture companies in the Middle East.
Our customer promises:
There are five promises that we make to our customers:
 Value - "You can trust O&O to give you the best value".
 Our People - "Our friendly experts are here to help".
 Inspiration - "Always something new, exciting, innovative".
 Choice - "We have what you want and need, when and where you need it".
 Ease - "We make it easy for you".
Our values:
C. Humbleness and willpower.
We respect each other, our customers and our suppliers. Using our willpower
means, we get things done.
D. Leadership by example.
Our managers try to set a good example, and expect the same of O&O co-workers.
E. Daring to be different.
We question old solutions and, if we have a better idea, we are willing to change.
F. Togetherness and enthusiasm.
Together, we have the power to solve seemingly unsolvable problems. We do it all
the time.
G. Cost-consciousness.
Low prices are impossible without low costs, so we proudly achieve good results
with small resources.
H. Constant desire for renewal.
Change is good. We know that adapting to customer demands with innovative
solutions saves money and contributes to a better everyday life at home.
I. Accept and delegate responsibility.
We promote co-workers with potential and stimulate them to surpass their
expectations. Sure, people make mistakes. But they learn from them!

30. 30
StrategyFormulation: Business Strategy
Business strategy:
We will focus on improving the position and the image in the Egyptian market. We had only
one competitive strategy, which was the Differentiation strategy “all products with premium
Quality, and the High Price matches the image “, so we decided to add another strategy with
new products which is Cost Focus Strategy.
Cost focus strategy
As we need to diversify our products we will start to provide low tier products beside our
Superior Differentiated products , this low Tier still has a great quality but this type of
products are aimed to service more buyer groups and new geographic markets.
Cooperative Strategy
For our cooperative strategy, we will make a Value chain partnership agreement with our
suppliers, this agreement will allow us to buy even more in bulk orders due to our new cost
focus strategy, which leads to lowering the cost, and increasing the profit.
The Product:
• We will need to provide new products by introducing new designs due to our new
strategies and new customers.
• Develop new products that will satisfy our different customers’ demands by providing
new features like healthy, economic, smart, green, culture oriented, use of alternative
materials and costumed products.
• Other products also including providing furniture for households and for Offices,
clinics, etc.
• We will offer variety of products “different designs Modern/classic, High Tier, and Low
Tier products”.
• There is a demand also on the multi-purpose furniture “one piece that fits in small
places and has different functions e.g. a bed that can turn to Sofa “.
The Service:
• We will start installment options so we can encourage more customer to buy from us.
• We will provide free shipping for the furniture.
• We will provide a warranty for our high tier products “which covers the
manufacturing issues “.

31. 31
• We will hire internal decorators in our showrooms so they can help our hesitant
customer to make the best choice.
• We can offer custom furniture on demand, depends of the required space, or colors.
• We will build a new online catalog, which contains our designs, and all the relevant
information.
The Organization:
• We will locate our retail store in popular places with higher walk-in probabilities “Big
Malls “.
• Provide more retail stores to ensure that our targeted customers have access to our
experience our products.
• We will renovate our showrooms, and divide it into sections depends on the
furnishing styles.
• We will train our retail staff provide them with a very good product/system
knowledge, and train them on the important to have a customer focus attitude.
• We will start to digitalize our organization, by installing CRM, ERP solutions which will
help us to provide the required products, maintain a great customer experience, and
offer related products. “E.g. newly married might need to buy a baby room later “.
• We will build a strong IT infrastructure that connects all members, branches,
manufacturing units, and HQ together.
• We will use a short-range plan (1 year) to make it achievable and easy to get use to
the new organization’s culture and the system.
• Each department will have its own tactical plan in order to keep them focused and
determined through the new policies and SOPs.
We will use the “staff planners” technique as we can implement it through delegation and
MBO to make sure that the plan is going as planned and to make our staff ambitious for their
future in our company and its new culture.

32. 32
StrategyFormulation: FunctionalStrategy
Marketing strategy:
They will focus on developing a new strategy based on the corporate and business strategies
and the new changes within.
The main points pf the new strategy are:
 Focusing on our new products advantages and features like providing great quality
products that we famous of with lower prices.
 Customer satisfaction is our number one priority there for adding new features to our
products and new products to make sure our customers have whatever they want.
 Our new located stores to ensure that we are close to our customers.
 All the information our customer need are available on our website and can
communicate with us through social networks.
Tactics:
As the furniture industry is fragmented, we have decided to
 Raise our structural barriers “by making good relations with suppliers “.
 Increasing the expectation for retaliation, “we will fire back in case of any company
tried to compete with us.
Financial strategy:
The new strategy will use of our good history to determine the strength and weakness in the
old strategy to ensure that our new strategy will not face the same implications and maximize
our resources productivity.
The corporate will use a dividend reinvestment plan (DRIP) to encourage long-term
investment, rather than active trading, and to have a stabilizing influence on stock prices.
Operations Strategy:
Due to our new products and corporate strategy, we will use Flexible Manufacturing System
(FMS) because of its high flexibility in managing manufacturing resources like time and effort
in order to manufacture a new product.
Advantages of Flexible Manufacturing System (FMS):
 Reduced manufacturing cost.
 Lower cost per unit produced.
 Greater labour productivity.
 Greater machine efficiency.

33. 33
 Improved quality.
 Increased system reliability.
 Reduced parts inventories.
 Improved efficiency.
 Increase production rate.
Disadvantages of Flexible Manufacturing System (FMS):
 Cost to implement.
 Requirement of skilled labor.
 Complicated system.
To overcome the System disadvantages:
 Use our great reputation to take a loan to cover the rest of the cost of the new
system.
 Contact the best training agency to train our staff on the new system to learn how to
use it.
Purchasing Strategy:
We will use Total Quality Methods (TQM), to provide an ever-increasing quality service with
zero errors. To ensure purchasing best practices, we will use a number of tools such as six
sigma.
Outsourcing:
To reduce the cost and save time without having any negative effect on the company
performance, we will outsource the following functions:
 Logistics
We will hire one of the best Third Party Logistics (3PL) Providers to come up with the best
strategy to deal with the flow of products into and out of the manufacturing process.
 Human Resources
The hired agency will provide the company with the best suitable strategy to maintain the
best performance and productivity of our staff.
 Information Technology
The IT strategy focus on the efficiency of the company's spending on technology, exploit
technologies in ways that create value for the organization and to make sure that the
Business Strategy can be realized through Technology and Technology Investments are
aligned to Business.

34. 34
 Legal
The hired firm will be known for its speciality and expertise in the related laws and
regulations to our industry.

35. 35
Strategic Choice:
Due to decline in 2015, this pro forma show the effect of the selected strategy on the future
Depending on the key strategic factors, we will choose Strategy A “Horizontal
(Concentration) by expanding our operations geographically, and increase our product
range.”
Risk:
To reduce the risk of the unavailability of the assets that will allocated for the strategy, we
will break the investment into stages to assure that every stage is funded well.
Stakeholders:
We need to analyze the stakeholders in order to determine who the key players are, and to
know how the marketing communication can communicate and engage them

36. 36
Low Power High Power
High interest
 Environmental
pressure groups
 Suppliers
 Labor unions
 Schools
 Medical society
 Employees
 Customers
 Creditors
 Owners
 Investors
 Tax-collecting agencies
“Key Players”
Low interest
 Community
 Media
 Government legislative
bodies
 NGOs
 Government
 Trade unions
For theKey Players “High Power, High interest “
- They should be managed closely
- We need to involve them in the BOD
- Consult them
For theHigh Power,Low interest
- We should meet their needs
- We should keep them satisfied

37. 37
- We should engage ,and consult them
For High interest, low power
- We should show consideration
- We will keep them informed ,and consult on the key areas
- They can be a goodwill ambassador
For Low Power, Low interest
- We can inform them using the general communications newsletters ,internet , etc
- We will use minimal effort with them
Strategy implantation:
To ensure the execution of the new strategic plan, the coordination manager will be
responsible to develop an action-oriented program for implementation of the new strategy
and leading the change. He will responsible for coaching people to use their abilities and skills
most effectively and efficiently to achieve organizational objectives.
The Corporate structure:
Our organization has a divisional structure, the first division is the Retail Operation, and the
Second One is the Manufacturing Operation
Retail Operation structure
BOD
Retail Manufacturing
CEO

38. 38
Manufacturing Operation
Staffing for the new Strategy:
Our top management will be Dynamic industry experts to match our new strategy. They will
be responsible with the BOD to develop a succession plan to provide a company with the
needed future managers and leaders for the strategy.
They will provide a performance appraisal system and assessment center for evaluation and
identifying the potential candidates.
BOD
Sales Marketing Finance HR
CEO
BOD
Manufacturing Marketing Finance HR
CEO

39. 39
Action plan:
Top management will develop an action plan focused on communication with all the staff to
ensure what actions are going to be take, by whom, during what period, and with the
expected desired results.

40. 40
Evaluation and Control:
IF you cannot measure it, you cannot manage it
In order to make sure that we are on the right track and to determine if we are working on
achieving our strategic objectives we need to
Translate our strategic objectives into measures, and divide the strategic objectives on the
department, each department will need to drive its own measureable objectives from the
strategic one,
Each department will create its own KPIs Score card to assess the performance of the team
members.
We will be using the Balanced score card methodology in order to achieve the strategic
objectives , The Balanced Score Card Translates the strategy to Actions , it’s a way to think
about your organization/Function Holistically .
By applying this Methodology, we will be avoiding any organizational silos,
• There are 4 dimensions for the Balanced Score card , each dimension has a different
weight not necessary equal , thus the weights will differ depends of the local function
 Financial Dimension: Tracks your financial performance ”How should we appear to
our stock holders “ e.g. increase Revenue , lowering Cost , utilization , Value added
, Brand image “NPS”
• Achieving the financial goals, Alone is not enough to achieve the strategic objectives,
or even for the business sustainability.
• The financial indicator is a Lag indicator ,it depends on other
Lead indicators, which are
 Knowledge & Growth
 Internal Process
 Customer Satisfaction

41. 41
• People’s Knowledge, Education, and Growth Dimension: “Lead indicator “Focuses on
how you educate your employees, how you gain and capture your knowledge, and
how you use it to maintain a competitive edge within your markets.
E.g. Organizational culture
In Other words you will get the financial, Customer, Internal process Goals through the
people
• Internal Business Process Dimension: “Lead indicator “Measures your critical-to-
customer/Stake Holder process. e.g. punctuality , logistics , quality
We reach to our financial goals, and satisfy the customer through excelling our internal
process
• Customer Dimension: ”Lead indicator “ Measures your customers' satisfaction “How
should we appear to our customer “ eg Resolution CSAT , SLA, Complains
To be able to reach to the financial Goals we need to know what the Value that we provide to
the customer is.
1. We need to specify what needs to be measured we are going to choose the significant
elements it will include leading ,and lag indicators
2. We are going to set standards for all the measures throughout the process not just
the final outputs
3. We will measure our corporate activities ,and performance
4. We will compare the performance of these measures to the target
5. If the performance is acceptable there will be no corrective action required

42. 42
6. If the performance measurement is not acceptable we will need to take a corrective
action ,and feed it back to the implementation activities till the performance gets
acceptable
7. The performance devotion might lead us to revisit the strategy