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© TRANSEARCH International Partners Ltd TRANSEARCH INTERNATIONAL STANDARDS AND PROCEDURES MANUAL Updated June 2012, Version 10 STRICTLY PRIVATE AND CONFIDENTIAL For Internal Use Only

© TRANSEARCH International Partners Ltd
CORPORATE HEADQUARTERS REGISTERED ADDRESS: 33 St. James’s Square London SW1Y 4JS UNITED KINGDOM KEY CONTACT INFORMATION Alain Tanugi Executive Chairman Tel: +33 6 11 734 488 Email address: [anonimizat] Celeste Whatley Executive VP Operations Tel: +44 207 096 9168 Mobile: +44 77 69 645456 Email address: [anonimizat] Pia Zelasny Administration Manager Tel:+33 1 44 34 20 68 Email address: [anonimizat]

© TRANSEARCH International Partners Ltd
TABLE OF CONTENTS 1. INTRODUCTION ………………………………………………………………………………………. 1/1 1.1 THE STANDARDS AND PROCEDURES MANUAL …………………………………………… 1/1 1.2 OBJECTIVES ………………………………………………………………………………………………… 1/1 1.3 QUALITY CONCEPT ……………………………………………………………………………………… 1/2 2. BUSINESS PLANNING …………………………………………………………………………….. 2/1 2.1 THE MARKETING PLAN (2 PAGES MAXIMUM) ………………………………………………. 2/1 2.1.1 MARKETING MATERIALS ………………………………………………………………………… 2/2 2.1.2 MARKETING MEETINGS ………………………………………………………………………….. 2/3 2.1.3 WEBSITE AND WEB PRESENCE ……………………………………………………………… 2/4 2.2 THE BUSINESS PLAN (4 PAGES MAXIMUM) …………………………………………………. 2/4 2.2.1 BUSINESS PLAN LAYOUT ……………………………………………………………………….. 2/5 3. ASSIGNMENT METHODOLOGY ……………………………………………………………….. 3/1 3.1 BRIEFING MEETINGS (MANDATORY) ……………………………………………………………. 3/1 3.2 ASSIGNMENT PLANS/ STRATEGY (INTERNAL BEST PRACTICE) ………………….. 3/2 3.3 SPECIFICATION DOCUMENTS (MANDATORY) ………………………………………………. 3/3 3.4 RESEARCH (MANDATORY) ………………………………………………………………………….. 3/3 3.5 RESEARCH REPORT/BRIEF (DISCRETIONARY) ……………………………………………. 3/4 3.6 CALLING/INTERVIEWING (MANDATORY) ……………………………………………………… 3/4 3.7 INTERVIEW PROCESS (MANDATORY) ………………………………………………………….. 3/4 3.8 ASSIGNMENT ANALYSIS/BRIEF (DISCRETIONARY) …………………………………….. 3/7 3.9 CANDIDATE REPORTS (MANDATORY) …………………………………………………………. 3/7 3.10 CANDIDATE MEETINGS (MANDATORY) ……………………………………………………… 3/8 3.11 REFERENCE CHECKS/NEGOTIATIONS (DISCRETIONARY) …………………………. 3/8 3.12 ADMINISTRATION ………………………………………………………………………………………. 3/8 3.13 CLIENT AND CANDIDATE SATISFACTION QUESTIONNAIRES …………………….. 3/8 3.14 ARCHIVE / FILE ………………………………………………………………………………………….. 3/9 3.15 FILEFINDER ……………………………………………………………………………………………….. 3/9 4. PROPOSALS, FEE STRUCTURE, KEY ACCOUNTS AND PREFERRED PROVIDER AGREEMENTS …………………………………………………………………………….. 4/1 4.1 THE PROPOSAL …………………………………………………………………………………………… 4/1 4.2 FEE STRUCTURE …………………………………………………………………………………………. 4/1 4.2.1 EXECUTIVE SEARCH ………………………………………………………………………………. 4/1 4.2.2 OTHER CONSULTING ASSIGNMENTS ……………………………………………………… 4/2 4.2.3 EXPENSES ……………………………………………………………………………………………… 4/3 4.2.4 MINIMUM FEE STRUCTURES ………………………………………………………………….. 4/3 4.3 KEY ACCOUNTS …………………………………………………………………………………………… 4/4 4.4 PREFERRED PROVIDER AGREEMENTS (PPA) ……………………………………………… 4/5 4.5 “OFF-LIMITS” ……………………………………………………………………………………………….. 4/8

© TRANSEARCH International Partners Ltd
5. CO-OPERATION BETWEEN TRANSEARCH OFFICES ……………………………….. 5/1 5.1 RELATIONSHIP BETWEEN TRANSEARCH MEMBERS – GUIDELINES ……………. 5/1 5.2 CROSS OFFICE REFERRALS (BUSINESS BETWEEN TRANSEARCH OFFICES) 5/3 5.3 FEE SPLIT GUIDELINES ……………………………………………………………………………….. 5/3 5.3.1 DEFINITION OF TERMS …………………………………………………………………………… 5/3 5.3.2 ASSIGNMENT REFERRALS ……………………………………………………………………… 5/7 6. SYSTEMS AND COMMUNICATIONS …………………………………………………………. 6/1 6.1 REPORTING …………………………………………………………………………………………………. 6/1 6.2 CORPORATE IDENTITY ……………………………………………………………………………….. 6/2 6.3 COMPUTER SYSTEMS AND COMMUNICATION …………………………………………….. 6/2 6.4 CORRESPONDENCE …………………………………………………………………………………….. 6/2 6.5 KNOWLEDGE MANAGEMENT SYSTEM …………………………………………………………. 6/3 7 CONFERENCES AND REGIONAL MEETINGS …………………………………………… 7/1 8 MEMBERSHIP AND AFFILIATE FEES ……………………………………………………….. 8/1 9. SPECIALTY PRACTICE GROUPS …………………………………………………………….. 9/1 10. AESC – ASSOCIATION OF EXECUTIVE SEARCH CONSULTANTS …………… 10/1 11. DATA PROTECTION ………………………………………………………………………………. 11/1 12. ANNEXURES …………………………………………………………………………………………. 12/1 A. ASSIGNMENT SPECIFICATION ……………………………………………………………………… 12/1 B. CANDIDATE REPORT ………………………………………………………………………………….. 12/9 C. REFERENCE CHECKLIST …………………………………………………………………………… 12/16 D. PROPOSAL DOCUMENT ……………………………………………………………………………. 12/20 E. ASSIGNMENT AND REVENUE REPORTING FORMS ……………………………………. 12/29 F. DATA PROTECTION …………………………………………………………………………………… 12/29

STANDARDS AND PROCEDURES SECTION 1 – INTRODUCTION PAGE © TRANSEARCH International Partners Ltd 1/1
1. INTRODUCTION 1.1 THE STANDARDS AND PROCEDURES MANUAL The standards and procedures manual is designed to change on a regular basis. It represents as far as possible the accumulated experience gained from our global organisation. TRANSEARCH continually seeks to identify best practice standards and incorporate these into the organisation. Part of our competitive advantage is to be able to adapt and change to the market conditions while maintaining a high level of service delivery. The standards and procedures outlined in this manual represent the minimum standards expected and allowed for any member or affiliate of TRANSEARCH International as defined in the members and affiliate agreements. To offer our clients a seamless global service, we need to ensure that all offices operate in essentially the same manner. 1.2 OBJECTIVES The purpose of this document is to outline the search standards and procedures, which are to be adhered to by all TRANSEARCH offices. The objective is to achieve the following: • To ensure uniformity in the execution of search assignments across all TRANSEARCH offices (with consideration to local conditions) • To ensure the highest level of quality in search execution across all offices • To promote TRANSEARCH as a global organisation selling an international brand and capability.

STANDARDS AND PROCEDURES SECTION 1 – INTRODUCTION PAGE © TRANSEARCH International Partners Ltd 1/2
1.3 QUALITY CONCEPT Why do we need Quality Assurance in TRANSEARCH International? • In order to ensure the same quality level, ethics and values, uniform Quality Assurance is recommended when dealing with TRANSEARCH clients. In this way, our clients will be. assured of the same quality level wherever they operate. • As a global member of the AESC (Association of Executive Search Consultants) we are proud to apply the ethics and standards prescribed. We have implemented these guidelines with our own stringent quality standards and procedures in our everyday working processes and procedures. This way we are able to guarantee that each and every one of our offices meets a specific standard of service excellence. • In order to ensure that the same procedures regarding briefing, recruitment, reporting and performance evaluation prevail, a uniform approach (adjusted to local conditions) is required to provide standard procedures to act as guidelines when carrying out assignments for international clients in different countries and environments. • Merely implementing these measures is not enough as we strive for not only client satisfaction but also client loyalty – that is why we have client and candidate satisfaction measurement tools available on the Intranet (http://www.transearchkm.com) for each of our offices to conduct a quality performance review after completion of their searches. We would like to use this as a key performance indicator and publish the results annually, while also have it available in managing on-going relationships with our clients. Please contact Celeste Whatley (celeste.whatley@transearch.com) for more information on how to start using the client and candidate satisfaction measurement tools.

STANDARDS AND PROCEDURES SECTION 2 – BUSINESS PLANNING PAGE © TRANSEARCH International Partners Ltd 2/1
2. BUSINESS PLANNING The aim of TRANSEARCH INTERNATIONAL is to be globally competitive and locally relevant. To achieve this aim our organisation requires a co-ordinated business and growth plan. This requires that all members of TRANSEARCH develop both Marketing and Business Plans, which are realistic and achievable. 2.1 THE MARKETING PLAN (2 PAGES MAXIMUM) An annual Marketing Plan must be drawn up by every member firm. This plan will incorporate the following elements: • Market Analysis indicating the size of the market, major competitors and factors, which could influence the market in the coming twelve-month and three-year periods. • Relative Position of the member firm in the local market and an outline of strategic intent in respect of growth objectives. • Historic Revenue performance of the firm and revenue targets set for the coming, twelve month and three year periods. • Marketing Plan and budget outlining percentage of revenue to be set aside for marketing activities. • List of other Strategic Actions to be taken, which will allow the member to achieve its planned growth objectives.

STANDARDS AND PROCEDURES SECTION 2 – BUSINESS PLANNING PAGE © TRANSEARCH International Partners Ltd 2/2
2.1.1 MARKETING MATERIALS Every consultant should ideally have marketing materials. Find below a list of materials that could be used and given to the client: • PowerPoint Presentation (electronic or hardcopy) covering the following areas: o Who we are o The service provided o Our quality assurance procedures o Our global representation o Our position in the market o Company background o Number of staff o Assignment procedure o Branch specialisation (if any) o Sample list of clients (use the client logos as it’s visually appealing and if necessary confirm that your clients have given permission to have their name made publically available in the marketing material) o Examples of typical assignments o Fee structure o Code of ethics Please note a standard presentation is available for download on http://www.transearchkm.com, under the Downloads section • The TRANSEARCH brochure (at consultants’ discretion, if available) • AESC Code of Ethics (Printed and bound version available from the AESC or electronic copies are available for download on http://www.transearchkm.com, under the Downloads section) • Terms and conditions

STANDARDS AND PROCEDURES SECTION 2 – BUSINESS PLANNING PAGE © TRANSEARCH International Partners Ltd 2/3
2.1.2 MARKETING MEETINGS The successful marketing meeting should demonstrate why the Consultant should be awarded the assignment. The decision on whether or not to retain a search firm is guided by the impression created by the consultant. In this respect the following may be relevant: • Deep knowledge of relevant marketplace • Drive, energy level of individual consultants • Approach to candidates • Speed of process • Reporting • Client management • Speed of research • Cover all Markets – Truly Regional or Global • Candidates hired • TRANSEARCH Orxestra Method Clients accordingly want a sales pitch, which will tell them what you will do for them: • Sell your market knowledge, not your company • Know the people in your own organisation • Bring in a mixed team (M/F), including your consultants • Be capable of explaining a clear process • Explain your measurement / control system In contrast Clients are not interested in the following: • Seeing only your white-haired salesman • Consultants who don't know their colleagues • Know where your offices are, but not if there are suitable consultants • Haven't done your homework • Don't position yourself at the right level

STANDARDS AND PROCEDURES SECTION 2 – BUSINESS PLANNING PAGE © TRANSEARCH International Partners Ltd 2/4
2.1.3 WEBSITE AND WEB PRESENCE TRANSEARCH International has a website and this can be found at http://www.transearch.com. The website is usually referred to as the global website. The contact information and location of each of the TRANSEARCH Offices can be found on the website under the Offices section, by simply selecting the appropriate country and city. Please note it is neither compulsory (nor recommended) to have a local website for Full Members. Member offices who wish to develop a local website are requested to use a TRANSEARCH website template based on the global website graphics. The template enables you to develop your own website at a minimal cost and at the same time maintaining the brand image. All member local websites must have a link to the global website. The TRANSEARCH website template will be sent to you upon request from the Corporate Headquarters, free of charge. Affiliate offices are requested to have on their local website the TRANSEARCH logo and a hyperlink to the TRANSEARCH global website. The appropriate logos are available on the Corporate Identity Guidelines compact disc, supplied with the Manual. 2.2 THE BUSINESS PLAN (4 PAGES MAXIMUM) Marketing and Business plans go hand in hand when contributing to the success of a business. An annual business plan should be drafted to indicate how the business is to be managed and what profit objectives have been set. As guidelines TRANSEARCH constantly scans the market and the following benchmarks would seem to apply to our industry. • Research costs are typically between 10% and 12% of revenue. • The Management costs of the business (usually paid to those people responsible for managing the business on a day to day basis) should be in the order of US$5 000 to US$10 000 per Consultant.

STANDARDS AND PROCEDURES SECTION 2 – BUSINESS PLANNING PAGE © TRANSEARCH International Partners Ltd 2/5
• Infrastructure and administration costs should be in the region of 20% to 25% of total revenue. Executive search as a business must be profitable. Typically profit margins (earnings before tax) vary between 12% (in countries where social costs are high) and 25%. 2.2.1 BUSINESS PLAN LAYOUT Business Plan Philosophy The initial intention is to focus on sales (or revenue) growth, but at the same time one also needs to look at the quality of earnings. It is an aim that our member firms are big enough to serve our global clients, but at the same time be well managed. 8 Steps to Compile A Business Plan Here are 8 simple steps to compile a local office business plan (this is by no means a comprehensive plan but a primer detailing the minimum requirements): • Summary – In a nutshell, this is the overview of the local business. • Mission – What will the business look like 5 years from now? • Mission statement – The TRANSEARCH International Mission Statement is: We build leadership teams across the world. Passionate about Executive Search, we focus on quality, steadfast delivery and value added consulting. These elements are of paramount importance to us! • The TRANSEARCH International Partners’ Mission Statement and that of the local office should not be in conflict but rather support and strengthen each other. • Goals and objectives – Definition of what is to be achieved with the business. The goals and objectives have to be quantifiable and set to specific time lines.

STANDARDS AND PROCEDURES SECTION 2 – BUSINESS PLANNING PAGE © TRANSEARCH International Partners Ltd 2/6
• Strengths, weaknesses, opportunities, threats (SWOT) – This could include such factors as: 

- the businesses’ own changing industry
- the marketplace which may change due to social and economic conditions 
- competition which may create new threats and/or opportunities
- new technologies which may cause change in services or the process in how things are done.
 • Strategic action plan – The most critical step of the business plan. This should include your sales and marketing strategies. 
(See point 2.1)

 • Financial plan – Figures over three years should be included as well as intermediary yearly actions. • Measuring and evaluation – Lastly it is recommended that the plan be broken into measurable pieces as to monitor the results regularly. Note that all business plans need to be SMART and APIE: Specific – avoid a vague, all-embracing wish list. Measurable – how can achievements be measured? Agreed – within the organisation, with stakeholders, etc. Realistic – can goals and objectives be achieved? Time framed – by when ? and (to reflect that business planning is a process and not an end in itself) Appraised Planned Implemented Evaluated

STANDARDS AND PROCEDURES SECTION 3 – ASSIGNMENT METHODOLOGY PAGE © TRANSEARCH International Partners Ltd 3/1
3. ASSIGNMENT METHODOLOGY The assignment execution process is outlined below. Certain steps of the process are mandatory and are considered to be the Minimum Standards that must be adhered to. Best Practice Standards, although not mandatory, serve as a guideline, providing an indication as to what TRANSEARCH offices should aspire to achieve. TRANSEARCH Members who are not already using the TRANSEARCH Orxestra© Method are strongly encouraged to incorporate this into their existing methodology. TRANSEARCH Orxestra© Method is a unique process that significantly minimises risks associated with executive hires. The method allows us to provide our clients with ideal short lists, as we are able to measure and evaluate candidates in a way that no other search firm can. The tools that TRANSEARCH International uses provide a unique perspective regarding culture, performance, leadership, and team “fit”. And our integration methodology ensures that new leaders are integrated quickly and successfully without breaking stride. The process is available at an additional yearly cost. The assignment execution process below does not include the TRANSEARCH Orxestra© Method elements. The standardised forms, reports and training for using the TRANSEARCH Orxestra© Method is available on the Intranet. Please contact Corporate Headquarters for more information. 3.1 BRIEFING MEETINGS (MANDATORY) At the briefing meeting the following information is needed from the client: • Company background • History • Products • Organisational structure • Ownership • Present size • Number of staff • Market position • Competition

STANDARDS AND PROCEDURES SECTION 3 – ASSIGNMENT METHODOLOGY PAGE © TRANSEARCH International Partners Ltd 3/2
• Geographic location • Culture and management style More detailed information is required of the department or company for which the recruitment is taking place: • To whom is the position reporting? • What are the expected tasks for the position? • Where in the organisation chart is the position? • Is it a new or an old position? • Why is the position open? • What is expected of the new person? • What does the ideal profile look like? • Any constraints (e.g. can he be a she?) • What career opportunities are available? • What remuneration package could be expected and is this negotiable? 3.2 ASSIGNMENT PLANS/ STRATEGY (INTERNAL BEST PRACTICE) Assignment plans are outlined in the proposal. After authorization, more detailed plans should be made, covering: • Commencement date • Timetable • Final job description • Company hit list • Company and candidate research • Shortlist reports • Research report • Dates of client interviews • When references are to be checked • Possible testing procedures • Probable employment date

STANDARDS AND PROCEDURES SECTION 3 – ASSIGNMENT METHODOLOGY PAGE © TRANSEARCH International Partners Ltd 3/3
• Liaison consultant and client representative • Client and candidate feedback questionnaire • Rules for discontinuation • Guarantee (usually 6 months) 3.3 SPECIFICATION DOCUMENTS (MANDATORY) The assignment specifications defined at the briefing meeting are written up into a document that outlines our understanding of the executive search position. Once drafted, the client must approve these documents. Details of what information should be included in the Specification Documents are outlined in the Briefing Meeting (3.1) but must include the following: • Position in the organisation • Profile of the organisation • Responsibility – Financial/Staff • Description of tasks • Profile of qualifications, experience and personality required See Annexure A for example. 3.4 RESEARCH (MANDATORY) The Researchers who investigate sources within the targeted companies as well as potential candidates with the desired education and training conduct the search process. In international assignments the Consultant concerned will identify and negotiate on behalf of the client and those partners to be involved. He/she will also co-ordinate the assignment and ensure that the partners are adequately briefed. Research must include: • Scanning the company and candidate database. • Referring to past assignments, printed sources as well as professional bodies and published articles.

STANDARDS AND PROCEDURES SECTION 3 – ASSIGNMENT METHODOLOGY PAGE © TRANSEARCH International Partners Ltd 3/4
• Contacting people who are familiar with the fields of interest. • A company hit list must then be drawn up, targeting the industry concerned. • From this, further research will determine the company’s structure and positioning in the market in order to identify a list of potential candidates. • The consultant will then use his discretion as to whether or not to present the Client with a Research Report. 3.5 RESEARCH REPORT/BRIEF (DISCRETIONARY) The Research process is complete when it is at the stage where enough information is available to design a Report in order to brief the client of the assignment’s status. The Research Report provides the client with progress made to date and an example of the target market segmentation from which the potential candidates have been pursued. This document secures the client’s confidence in using TRANSEARCH by presenting a quality document with thorough research and careful presentation. It also confirms that we are on track in terms of the target market researched. 3.6 CALLING/INTERVIEWING (MANDATORY) Once the Client and Consultant have approved the market segment researched and the calibre of selected candidates, the Researchers/ Consultants draw up a contact sheet in preparation for calling (contacting of potential candidates). This will include: • Preparation of summarised calling sheets. • Direct contacting of all hit list candidates. • Documentation of every call and contact made. • Pursuing potential candidates. • Setting up interviews. • Obtaining the candidates curriculum vitae. 3.7 INTERVIEW PROCESS (MANDATORY) Two important objectives, which the interview should aim to achieve, are:

STANDARDS AND PROCEDURES SECTION 3 – ASSIGNMENT METHODOLOGY PAGE © TRANSEARCH International Partners Ltd 3/5
• The information required to assess the candidate’s suitability for the position must be obtained by the interviewer; and • Sufficient information must be given to the candidate to enable him/her to decide whether or not to remain a candidate. • The interview must be conducted in such a way that the following information can be recorded in a full report for the assignment: o Impression: – What strikes you about this person on first meeting him/her? – How well does he/she dress? – Is he/she articulate, establish rapport etc. o Personal Background: – Where does this person come from? – What is his/her family life (if any)? o Personality: What kind of person is he/she in terms of: – Strength of character – Leadership style – Orientation (team or individual) – Intellect (verbal and academic) – Interpersonal skills – Judgement – Energy – Focus – Strategic (global) or Operational (short term, detailed) o Management Style What is this person’s management style? – Democrat/Autocrat – Task/Relationship – How should this person be viewed by his/her subordinates – Consistency etc.

STANDARDS AND PROCEDURES SECTION 3 – ASSIGNMENT METHODOLOGY PAGE © TRANSEARCH International Partners Ltd 3/6
o Strengths and Weaknesses What is this person good at? – Skills – Personal abilities – Experience What is this person weak/bad at? – Skills – Weaknesses – Lack of experience o General Assessment How would you summarise this individual? o Salary/Earnings Give a detailed analysis of the individual's current earnings and include the following: – Basic Salary – Bonus – Car Allowance – Medical Aid – Pension – Leave – Notice Period

STANDARDS AND PROCEDURES SECTION 3 – ASSIGNMENT METHODOLOGY PAGE © TRANSEARCH International Partners Ltd 3/7
3.8 ASSIGNMENT ANALYSIS/BRIEF (DISCRETIONARY) Once the Interview process is complete, the Consultant undertakes the selection phase and the preferred candidates are presented in the form of an Assignment Analysis. This must include: • Personal Details • Summary of Educational Background • Career Outline • Comment The Assignment Analysis is presented to the client at the brief where the client is apprised of the status of the assignment and comments on the selected candidates. This meeting will determine whether we need to refocus our search or to go ahead with drafting a full candidate report and set up interviews between the client and prospective candidates. 3.9 CANDIDATE REPORTS (MANDATORY) The Consultant writes a full report in plain English (or whatever local language is appropriate) on the candidates preferred by the Client. A full report must include comprehensive details under the following headings: • Personal Details • Personal Background • Educational Background • Career Outline • Impression • General Assessment • Remuneration See Annexure B for example

STANDARDS AND PROCEDURES SECTION 3 – ASSIGNMENT METHODOLOGY PAGE © TRANSEARCH International Partners Ltd 3/8
3.10 CANDIDATE MEETINGS (MANDATORY) The Consultant arranges meetings between the Client and potential candidates. Candidate reports are delivered to the Client before the meeting takes place. Thereafter, the Consultant follows-up on the outcome from both the Client and Candidate. 3.11 REFERENCE CHECKS/NEGOTIATIONS (DISCRETIONARY) At the discretion of the Consultant and if required by the Client, a Reference Check is useful in confirming the factual information provided in the candidate's interview. Referees may also provide new information, which leads to a deeper understanding of the final candidate. Once the Client has completed the interviewing process and selects a final candidate for the position, the Consultant then assists in the negotiation process, maintaining Client and Candidate satisfaction. See Annexure C for example of Reference Checklist. 3.12 ADMINISTRATION After the successful candidate has taken up his/her position, the consultant must maintain contact with both parties in order to make sure that everything works out as envisaged. A letter of congratulations is sent to the successful candidate and unsuccessful short listed candidates are “turned off” telephonically by the Consultant as well as in the form of a letter. 3.13 CLIENT AND CANDIDATE SATISFACTION QUESTIONNAIRES We measure our success (and failures!) and communicate this internally and externally. In order to evaluate your performance, a feedback questionnaire should be sent to the client as well as to the successful candidate and short list candidates, and at the Consultant’s discretion to other unsuccessful interviewed candidates (long list). SOME TRANSEARCH Members have a dedicated quality control administrator on-board who contacts clients and candidates via telephone, email or written post to gather feedback on completed assignments. This option is not always viable for all TRANSEARCH Members and we have developed a central client and candidate satisfaction measurement facility that is completely customisable to accommodate various languages (available on the Intranet).

STANDARDS AND PROCEDURES SECTION 3 – ASSIGNMENT METHODOLOGY PAGE © TRANSEARCH International Partners Ltd 3/9
Questionnaires are sent out via our Intranet and responses collated which would enable analysis of the results. Each TRANSEARCH Member manages its own responses and analysis. For more information please contact the Corporate Headquarters to get access to the system on the Intranet as well as a set of standardised Candidate and Client questionnaires. 3.14 ARCHIVE / FILE Once the successful candidate has signed the letter of offer, and the client is satisfied with the work done to date, the Researchers then archive / file the assignment. This will involve arranging all the assignment particulars in an organised manner, following a systematic procedure (correspondence in one file, candidate reports in another etc.) Once the assignment file is in order, any candidate details not captured in the course of the assignment are updated on the database. The assignment is then ready to be archived / filed away. The end result must be a well-organised assignment file, which can be audited by outside partners on request. In countries where data protection legislation is in effect, it is pertinent that you take the data protection rules and regulations into account. Failure to do so can result in severe financial constraints for your own company as well as for TRANSEARCH International. Please refer to the Data Protection Section for more information. It is advisable to invest in an electronic database should your business warrant it. A proper database will enable you to manage your client and candidate contacts, track your assignments, and be able to supply you with just-in-time management information. One of the most comprehensive and advanced systems available is FileFinder supplied by Dillistone Systems. 3.15 FILEFINDER Dillistone Systems is the only global recruitment software supplier to specialise in the supply of software and services to the Executive Search and Executive Selection community.

STANDARDS AND PROCEDURES SECTION 3 – ASSIGNMENT METHODOLOGY PAGE © TRANSEARCH International Partners Ltd 3/10
TRANSEARCH International has negotiated terms and conditions with Dillistone on behalf of our members and affiliates. The costs involved in implementing Filefinder in your office are thus discounted for all members and affiliates. FILEFINDER executive recruiting software is used by Executive Search firms in 36 countries around the world. Key benefits include: • Designed as a product to manage the Executive Search firm, with feedback from hundreds of Executive Search professionals worldwide • Assignment-driven, to reflect the workflow of the Search industry • Simple to use—Assistant-driven and supported by a multimedia help system • Fully scalable—clients range from independent researchers to firms with multiple offices across several time zones • MS Office integration for handling email, appointments, and document management • Over 80 reports provided as standard with FILEFINDER —all of which can be emailed • Unique range of Web functionality providing online client reporting, candidate application, and work-at-home facilities • Multiple pricing options ensure that a FILEFINDER solution is available for every need • Built in business development module • Integration with handheld devices and even with mobile phones! • Support available worldwide from Dillistone Systems’ with support desks in USA, UK, Germany and Australia and offer close to 24×5 support clients worldwide. • Installed in 60 countries and available in English, French, German, and Spanish Please contact the Corporate Headquarters should you require more information about FileFinder and the negotiated terms and conditions that you have access to as part of TRANSEARCH International. FileFinder Costs First user licence fee: $2,000 (includes server licence) Additional users: $1,000 each Support: 15% Conversion to Euros, Stirling etc based on the rate on the day at xe.com.

STANDARDS AND PROCEDURES SECTION 4 – PROPOSAL AND FEE STRUCTURES PAGE © TRANSEARCH International Partners Ltd 4/1
4. PROPOSALS, FEE STRUCTURE, KEY ACCOUNTS AND PREFERRED PROVIDER AGREEMENTS 4.1 THE PROPOSAL A proposal is prepared based on the client’s request. It is recommended that all proposals contain the following: • Outline of what is to be done for the client (specification documents, briefing, research and presentation of candidates). • Timing for completion of search process. • Outline of the Fee Structure and payment terms. • Additional Costs if applicable • Standards and quality commitment • Guarantee (if any) • “Off-Limits” policy • Completion (i.e.: when the search will be considered completed) See Annexure D for an example of a Proposal document. Please note each territory has a different culture and different legal requirements and your proposal should reflect this. 4.2 FEE STRUCTURE The fee structure should be fully (or mostly) retainer based. At present, the standard TRANSEARCH fee structure is: 4.2.1 EXECUTIVE SEARCH • The fee for any executive search assignment is determined in advance and agreed to before commencement of the particular search. It is either fixed or based on a percentage of the annual compensation and it is calculated exclusive of taxes.

STANDARDS AND PROCEDURES SECTION 4 – PROPOSAL AND FEE STRUCTURES PAGE © TRANSEARCH International Partners Ltd 4/2
• The normal arrangement is to charge one third (33.33%) of the successful candidate’s guaranteed remuneration package, but in cases where a long standing client arrangement exists, or the volume of work warrants it, a lower fee may be charged. The minimum fee, however, is normally 25% of the total compensation with the possibility of “capping” for very high-level assignments. • Where the client requests a multi-country executive search assignment, the fee quoted will depend on the complexity of the search as well as the number of countries involved in executing the assignment. • For any retained executive search, the fees are invoiced in three equal instalments, the first of which is payable at the commencement of the assignment as a non-refundable initial retainer. The second billing will be thirty days later or, if unavoidable, on presentation of a short list of candidates and the balance of the fee is payable ideally after 60 days or if unavoidable on completion of the assignment. • Should the client employ more than one candidate from an executive search an additional fee of 25% of the guaranteed remuneration package per candidate is payable or alternatively at least 60% of the fee. Latin America however applies a 10% fee of the total fixed or variable remuneration package for each additional candidate hired. The latter variation applies only to Latin America and not to assignments that are exported to other regions. Agreements negotiated in Latin America for assignments executed in other regions, must bear the overriding TRANSEARCH minimum fees and rules into account. 4.2.2 OTHER CONSULTING ASSIGNMENTS • Any other HR consulting assignments will be charged on an hourly rate, dependent on the nature and complexity of the work involved. An estimate will be provided of the total cost of the project to commencement of the assignment.

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4.2.3 EXPENSES • Out of pocket expenses incurred as a direct result of an assignment will be charged to the client. These costs, for items such as travel and interviewing of candidates, will not be incurred without prior authorization by the client (Be they fixed in amount or as a percentage of the fee). 4.2.4 MINIMUM FEE STRUCTURES • To maintain a certain level of work done in TRANSEARCH Offices the following regional minimum fee structure is being recommended: EMEA I US$45,000 EMEA II US$20,000 Asia Pacific I US$30,000 Asia Pacific II US$20,000 USA US$45,000 Canada US$45,000 Latin America US$15,000 For purposes of minimum fees: o EMEA I includes Western, Northern and Southern Europe including Germany, Austria and Switzerland excluding Portugal, Greece, Ireland and Middle East o EMEA II includes Central and Eastern Europe including Portugal, Greece, Ireland and Africa o Asia Pacific 1 includes Australia, Hong Kong, India, Japan, New Zealand, Singapore, and Taiwan. o Asia Pacific II includes Bangkok, China, Jakarta, and South Korea. Adjustments will be made to accommodate currency fluctuations. Individual offices set their minimum fees according to their local markets which may be higher than the minimum regional fees shown above, and should be entered on the TRANSEARCH intranet for reference by other offices.

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4.3 KEY ACCOUNTS • Definition – Key Accounts can be defined as: o The 20% of clients who provide (or potentially provide) more than 50% of your gross margin. o Any client that is of strategic importance to your company – loss of it of inability to secure potential future revenue would cause a significant impact. o Any client that is of strategic importance to your company – loss of it of inability to secure potential future revenue would cause a significant impact. The following should be kept in mind: profit, revenue, potential or strategic. A Key Account is not necessarily a preferred provider account and vice versa. • Key Account Management – The process of Key Account management entails managing the full relationship between TRANSEARCH (whether it relates to a country, regional or global relationship) and its key clients. Managing a Key Account has the objective of positioning TRANSEARCH as the client’s primary search firm. A Key Account manager who works in this role will engage in a variety of tasks including administering active searches, coordination, strategic planning (how to maximise the relationship), relationship management, negotiation, leadership, development of business opportunities as well as keeping a record all client interaction and business conducted. • Key Accounts Elements: The key to future growth within TRANSEARCH is in the area of Key Accounts. Key Account Clients are generally sophisticated users of executive search and while being prepared to use specialist boutiques for a few searches generally prefer to work with major search firms to whom they give multiple searches. To serve Key Accounts clear internal rules need to be established particularly regarding Client contact and “off-limits”. o Client Contact – Client management and clear internal reporting is essential. Key account clients expect internal communication to take place and this requires discipline. Without this communication the client will begin to receive different messages, and this will ultimately destroy the position of trust required to effective client management. Offices participating in Key Account Contracts are

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thus required to strictly adhere to the communication policy as defined by the Key Account Manager. o Off-Limits – If a Key Account client has not signed a Preferred Provider Agreement with TRANSEARCH the ““off-limits”” will frequently not be as broad as within a Preferred Provider Agreement. Since Key Account relationships are typically not driven by clients’ procurement departments, the “off-limits” of Key Accounts will in most cases relate to active or recent search projects conducted for the Key Account client. As with Preferred Provider Agreements, Key Account holders or managers are not allowed to commit territories (other than their own – with approval from their Managing Partner) to any off-limits arrangement unless the said territory gets a direct or indirect benefit from said Key Account relationship, whether this is through referrals or through other means of compensation. All “off-limits” arrangements that has an impact on territories other than the Key Account manager/holder’s territory needs to be agreed with all affected parties prior to any arrangement being finalised • Communication – It is imperative that all client relationships and “off-limits” arrangements be communicated within TRANSEARCH, through the means of reporting (see point 6.1 on Reporting) as well as sharing this information using the Intranet and the discussion forums. 4.4 PREFERRED PROVIDER AGREEMENTS (PPA) • Definition – Preferred Provider Agreements (PPAs) refer to clients limiting the number of search suppliers they work with by establishing a Preferred Provider List (PSL) or Preferred Supplier Network (PSN). In order to be selected or approved on PSL, an office/consultant would usually have to participate in Request For Information process (RFI) where all the clients’ existing search provider would be invited to complete a set of questions to determine eligibility for subsequent steps. Subsequent steps may include shortlist, final negotiations and signing of a Master Agreement. In some instances offices can enter into a Preferred Provider Agreement with a client without having to complete the above-mentioned steps. If an office has signed a Preferred Provider Agreement with a client, then the office has ownership of that client within its

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territory. If the Preferred Provider Agreement covers a region or is global then all offices affected needs to be informed and needs to agree on the terms of the Master Agreement (see “Off-Limits” section below). • Preferred Provider Agreement Management – The success of any Preferred Provider Agreement (PPA) is the careful and consistent management and administration of the relationship and agreement (whether the agreement relates to a country, regional or global relationship). One of the benefits to clients is a single point of contact to coordinate all activity and provide regular status reports. The management and administration of Preferred Provider Agreement will usually fall to the office/consultant who negotiated the terms of the agreement and who signed the agreement with the client. • Key Accounts – Clients frequently establish Preferred Provider Agreements (PPAs) with search firms to ensure a consistent quality of service in search assignments. Preferred Provider Agreements may be signed with clients who may be key accounts. However, the signing of a Preferred Provider Agreement does not designate the client as a key account. • Fees – The Preferred Provider List (PSL) usually involves more than one search firm. There is thus no guaranteed volume of work that being a preferred provider will bring and may carry a reduced fixed fee level. The negotiated fee level should not be below 28%. All the countries affected by the negotiated fee, as well as the practice leaders and/or the regional Global Council Member should either agree if lower fees are proposed. It may be possible to negotiate a minimum number of searches during a term, but this is not the norm. These agreements may or may not be on an international level. Preferred Provider Agreements (PPAs) usually involves cross border work and referral fees. While adherence to the TRANSEARCH Fee Split Guidelines is recommended, the terms offered by the client may not allow this. • Off-Limits – Every Preferred Provider Agreement (PPA) generally has a clear “off-limits” policy written into the contract. Often these clients will request a regional, or even global “off-limits” policy. As with Key Account holders or managers,

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offices/consultants who negotiate Preferred Provider Agreements (PPAs) are not allowed to commit territories (other than their own – with approval from their Managing Partner) to any off-limits arrangement unless the said territory gets a direct or indirect benefit from said Preferred Provider Agreement whether this is through referrals or through other means of compensation. All “off-limits” arrangements that have an impact on territories other than the Preferred Provider Agreement holder’s territory needs to be agreed with all affected parties prior to any arrangement being finalised. • Communication – The TRANSEARCH intranet offers the infrastructure to communicate and manage the Preferred Provider relationship within TRANSEARCH. All signed agreements needs to be uploaded to the designated Preferred Provider Agreement (PPA) section as well as all “Off-Limits” arrangements. It is mandatory to communicate the details of all Preferred Provider Agreements to the fullest extent to prevent any disputes or issues. • Pre-Existing Relationships – At the time a Preferred Provider Agreement is signed with a specific client, all TRANSEARCH Members with pre-existing relationships should declare that such relationships exist and are recorded. • Responding to Requests for Information (RFIs) – When a TRANSEARCH Member receives an invitation to participate in a preferred provider selection process by a multi-national client for region or for multiple countries, the TRANSEARCH Member has to determine firstly whether they are best placed to lead the process (and best placed to succeed) based on their a) background and experience b) their location and c) track record in being successful in preferred provider selections. The appropriate TRANSEARCH Members should be involved in the application process, as we stand a better chance of succeeding if the right people are involved from the beginning. Always look at the big picture and always take the long-term view when deciding to respond to RFIs. Further action steps to consider: o Determine if there are any existing relationships with the client by posting a note on the appropriate intranet forum as well as writing to the practice group(s) in question. This information can bring to light any local existing Preferred Provider Agreements as well as situations where other TRANSEARCH Members have also been invited to participate in the process.

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o Check whether any TRANSEARCH Members have conducted/are conducting assignments for the client in question. o Communication and requests for assistance should be done as soon as the RFI documents are received from the client (with as much warning as possible) as last minute requests often do not yield results. o Involve Corporate Headquarters as soon as the RFI documents are received from the client (with as much warning as possible) as they have experience in completing such requests. o RFIs should never be completed in isolation, as regional or multi-national Preferred Provider Proposals often require regional or multi-country commitment and input. o Consult the standard RFI response section on the intranet for examples of best practice standardised responses before completing the documents. 4.5 “OFF-LIMITS” TRANSEARCH International generally commits to “off-limits” agreements with existing clients while, conducting a search or for a period of time after a search has started or concluded. Existing clients are “off-limits” for a period of 18 months from the start of the assignment or 12 months from the conclusion of the assignment. These agreements prevent TRANSEARCH from approaching employees of our current clients as potential candidates for other clients (for instance, if we recruit the new CEO into Boeing, we will agree not to recommend Boeing executives to other clients). Since we act as management consultants working in the best interests of our clients for whom we conduct searches, it would be counterproductive to simultaneously remove talented executives from those client companies. We may decline assignments from certain companies, in order to preserve our ability to approach potential candidates in those companies. Please note existing clients are companies with whom we have signed our last mandate within the past 18 months.

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5. CO-OPERATION BETWEEN TRANSEARCH OFFICES 5.1 RELATIONSHIP BETWEEN TRANSEARCH MEMBERS – GUIDELINES Fully understanding and implementing our brand essence: “Your World Partner In Executive Search” requires that TRANSEARCH Members across the world are able to work together in a positive, trusting environment. We need harmonious and effective relationships to be able to deliver a seamless exceptional service to our clients. In recent years globalisation has made it easier to conduct international assignments. It has consequently become quite important that we keep some rules and guidelines in mind when we interact with each other: 1. Always check the “off-limits” list as well as the forums on the Intranet when identifying target companies (whether for an active search or business development purposes). 2. If you are calling on clients or potential clients in a territory other than your own, you have to at least inform the TRANSEARCH Member in question that you are doing so. 3. Always take the minimum fee rates for a country into account when executing an assignment in said country. 4. Always provide the highest possible quality service to clients and candidates in compliance with a particular contract signed by a client; and conducting business with the client following the industry standard and the AESC Code of Ethics (Association of Executive Search Consultants), which has been adopted by TRANSEARCH. 5. When executing an assignment always inform the referring office regularly and fully on the progress or status of the assignment. 6. Always agree in writing on any fee split arrangements before commencement of the assignment. 7. Payments regarding referred assignments (between originators and implementors) should be done in a timely manner, taking into account the terms and conditions of payment.

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8. No TRANSEARCH Member should commit any other TRANSEARCH Member to an assignment, which has not been agreed to by all parties. 9. Special agreed terms relating to Key Accounts or Preferred Provider Agreements have to be disclosed prior to any referrals. 10. TRANSEARCH Members are not allowed to approach potential candidates employed at “off-limits” clients in territories other than their own. See “off-limits” definition. 11. If a TRANSEARCH Member is approaching potential candidates for a client or interviewing from another territory, the office is required to check the “off-limit” list, client list as well checking with the local TRANSEARCH Member to see if the individual is a candidate for another assignment or if anything is known about the person. 12. External researchers should be informed of which companies are “off-limits”. 13. Regular and open communications between all TRANSEARCH Members on all matters and prompt response to emails, phone calls and written communication is important. 14. If a TRANSEARCH Office is conducting an assignment in a territory other than their own and has not involved the local TRANSEARCH Member in execution of the assignment – the originating TRANSEARCH Member is not allowed to give “off-limits” to the client in question as it cannot enforce the “off-limits” arrangements in territories other than their own unless they come to an arrangement with the local TRANSEARCH Member. 15. If a TRANSEARCH Member is doing business development for an international assignment, uses the knowledge and input of the local TRANSEARCH Member, the originating TRANSEARCH Member has to either involve the local TRANSEARCH Member in execution of the assignment or compensate the local TRANSEARCH Member for their assistance in winning the assignment, as it would be unethical to use the knowledge and input to secure an assignment without any reward. 16. Referral fees to TRANSEARCH Members are payable within 5 business days of payment received from the client (provided the appropriate invoices have been received and acknowledged).

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5.2 CROSS OFFICE REFERRALS (BUSINESS BETWEEN TRANSEARCH OFFICES) TRANSEARCH International operates and maintains its global organisation for the benefit of its members and affiliates. All TRANSEARCH members and affiliates are requested to work only with other TRANSEARCH members and affiliates in the countries where TRANSEARCH is represented. Members and affiliates are strongly advised to work within the below fee referral guidelines as established by the Board. At the outset of any cross-office assignment it is advised to negotiate within the framework of the guidelines a fee sharing arrangement, which both parties regard as fair, and could equally apply to other situations where the referral was reversed. No fee split system is perfect and when there is some doubt parties are requested to contact Corporate Headquarters for advice and assistance. 5.3 FEE SPLIT GUIDELINES All fee split arrangements should be agreed in writing, before undertaking the assignment. The communication should if possible quantify timeframes, who is responsible for research, nature of research, interviews, reports, delivery dates, actual fee split arrangements (including expenses) and payment terms etc. Please note that the fee split guidelines that follow are recommendations based on actual past scenarios on what has worked for all the parties involved. It is entirely possible that an office will still want to negotiate the fee split further; it is however recommended that the fee split guidelines be used as a basis for cross-office co-operation. 5.3.1 DEFINITION OF TERMS Acquisition: Acquisition relates to the act of winning an assignment and getting the agreement with the client signed. To gain an assignment through one’s own efforts and talents based on a business development initiative.

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Discounts/Rebate: W here there is a discount or rebate to the client, it is important that there is an agreement between the originator and implementor as to whom will bear this occurrence. Implementor: The Implementor receives a contact to a potential assignment or an active assignment from the Originator. The Implementor can be involved in the Acquisition (see definition above) of said assignment but this is not a given. The outcome of the fee split depends on the roles that the Implementor and Originator play in winning and executing the assignment. Execution/implementation of an assignment involves all the steps in search process. See below Steps In The Search process. Both the Implementor and Originator, depending on the nature of the assignment and the client relationship and requirements, could execute an assignment. Minimum Fees: Implementors are allowed to maintain their “minimum fee level” and not accept any referral where the total search fee for a given assignment is not equal to 75% or more of their minimum in the case of a referral. Originators may wish to refer to the recommended regional minimum fees when making a decision whether to accept an assignment. See point 4.2.4 for recommended regional minimum fees. Key Accounts: Key Accounts can be defined as: • The 20% of clients who provide (or potentially provide) more than 50% of your gross margin. • Any client that is of strategic importance to your company – loss of it of inability to secure potential future revenue would cause a significant impact. The following should be kept in mind: profit, revenue, potential or strategic. A Key Account is not necessarily a preferred provider account and vice versa.

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Key Account Management The process of Key Account management entails managing the full relationship between TRANSEARCH (whether it relates to a country, regional or global relationship) and its key clients. A Key Account manager who works in this role will engage in a variety of tasks including administering active searches, coordination, strategic planning (how to maximise the relationship), relationship management, negotiation, leadership, development of business opportunities as well as keeping record of all client interaction and business conducted. Minimum Fees: Implementors are allowed to maintain their “minimum fee level” and not accept any referral where the total search fee for a given assignment is not equal to their minimum or 75% of their minimum in the case of a referral. Originators may wish to refer to the recommended regional minimum fees when making a decision whether to accept an assignment. See point 4.2.4 for recommended regional minimum fees. Preferred Provider Agreements Preferred Provider Agreements (PPAs) refer to clients limiting the number of search suppliers they work with by establishing a Preferred Provider List (PSL) or Preferred Supplier Network (PSN). Preferred Provider Agreement Management The success of any Preferred Provider Agreement (PPA) is the careful and consistent management and administration of the relationship and agreement (whether the agreement relates to a country, regional or global relationship). One of the benefits to clients is a single point of contact to coordinate all activity and provide regular status reports. The management and administration of Preferred Provider Agreement will usually fall to the office/consultant who negotiated the terms of the agreement and who signed the agreement with the client.

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Originator: An Originator refers an assignment or a potential assignment to the Implementor. The Originator may be making just the introduction or may be passing an assignment to the Implementor. The Implementor will usually execute the assignment but the Originator can be involved during the search process and liaise with the client together with the Implementor. Refer to the word origin: an event that is a beginning; a first part or stage of subsequent events. Referral: The term referral applies when: i) a client contact of an originator has a specific assignment or the opportunity to pitch for an assignment outside the originator’s territory/country. By definition, this implies that the majority of the effort will be from the implementor, not the originator. Or ii) a referral can also occur if a client relationship is formally introduced to an implementor and assignment(s) occur within the next two years. Steps In The Search Process The below steps are not sequential as some steps recur throughout the process. 1. Manage client relationship 2. Manage billing and payment 3. Take and compile position brief (including identifying leadership competencies and culture requirements when using the TRANSEARCH Orxestra Method) 4. Identify and compile target lists 5. Compile progress reports 6. Conduct client progress meetings 7. Identify candidates and long list 8. Qualify candidates 9. Conduct interviews (phone and face-to-face) 10. Identify shortlist candidate 11. Compile and submit confidential reports (including competency questions and answers when using the TRANSEARCH Orxestra Method) 12. Conduct second stage short-list interviews (optional) 13. Assist in arranging short list interviews with client 14. Participate in short list interviews with client (optional)

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15. Provide progress updates to candidates and manage candidate expectations (Manage candidate relationship) 16. Check references, if required 17. Assist in contract negotiations 18. Conduct a candidate and client satisfaction check 19. Provide integration coaching (level and depth will depend on service offering) 5.3.2 ASSIGNMENT REFERRALS If there is an assignment referral the total fees charged to the client (including so-called flat expenses) will be split. ONLY actual travel expenses will be excluded from the fee split. The different types of referrals and recommended fee splits are discussed below. For the purposes of explaining the practicalities of the fee split guidelines ‘Consultant A’ refers to the originator and ‘Consultant B, C and D’ refer to the implementor(s). 1. Introduction Introduction refers to the occurrence where Consultant A (Originator) in one office provides Consultant B (Implementor) based in another office with a client contact name and contact details (phone number, email address etc) without there being prior knowledge of an assignment, the following fee split arrangement falls in place: Introduction: 10% (cold lead) Implementor: 90% If an introduction as described above is made where Consultant A (Originator) in one office provides Consultant B (Implementor) based in another office with a lead on a possible assignment: this could be just a note sent or a phone call made informing Consultant B (Implementor) that there might be possible assignment in the future. The contact details and a contact name of the client will be included in the lead information. In this situation Consultant B (Implementor) will contact the client in question directly, send appropriate information, and make the sales pitch (Acquisition). If the lead directly results in an assignment(s) within 24 months of the contact from Consultant A (Originator), a fee split arrangement falls in place: Introduction: 20% (warm lead) Implementor: 80%

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2. Referrals When Consultant A (Originator) wins/acquires an assignment which needs to be implemented in a country other than their own – he/she can decide to refer the assignment in part or in its entirety to Consultant B (Implementor), who is based in the country in question. If the assignment is managed by Consultant A (Originator + Implementor) i.e. handles the client contact, interviews the short list, presents the short list and requires Consultant B (Implementor) and his/her team to do the research only and handle the first stage interviews the recommend fee split is as follows: Origination: 20% Acquisition: 15% Implementation: 65% (this fee would need to be split further between Consultant A and B and by internal agreement based on division of tasks as identified in the Steps The Search Process) If the Consultant A (Originator) refers the assignment completely to Consultant B (Implementor) i.e. Consultant B (Implementor) handles the client contact, all the research, all the stages of interviews, and present the short list the recommended fee split is as follows: Originator: 20% Acquisition: 10% Implementation: 70% 3. Multi-Country Referrals If Consultant A (Originator + Implementor) wins/acquires an assignment and the assignment specification requires candidates from multiple countries including his/her own country – he/she can decide to enlist the assistance of Consultant B, C and/or D (Implementors) who are based in the countries in question. Please note in this case Consultant A is both an Originator and Implementor. In the majority of cases the assignment is managed by Consultant A (Originator + Implementor) i.e. handles the client contact, interviews the short list, presents the short list

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and requires Consultant B, C and/or D (Implementors) and their teams to do the research only and handle the first stage interviews, the recommend fee split is as follows: Origination: 20% Acquisition: 15% Implementation: 60% split amongst the offices involved or a desk research fee (see below) depending on the involvement required Implementation (successful candidate): 5% if proposed candidate is the successful appointee in the search The scenario can also be handled by doing a mere File Search, but the input from Consultants B, C and/or D and their teams will be limited to a qualified long list. 4. Subsequent Assignments Any subsequent assignments referred by the Originator to the Implementor for the same client will be subject to payment of the originator’s fee as per above. Any subsequent assignments from the same client given directly to the Implementor by the client with no involvement of the originator is still subject to a fee split of 15% if done during a period of 24 months after the first assignment was referred. 5. Key Account Management For newly acquired Key Accounts, there will be an additional account management fee of 10%, on all engagements in addition to the referral fees agreed. The fee is payable to the Key Account manager to reward his or her team for their efforts on the account. The way this will be split between the team will have been agreed in advance. In cases where a pre-existing relationship exists and is recorded, business generated with the Key Account client from these pre-existing contacts will be exempt from the 10% Key Account fee. 6. Preferred Provider Agreement Management For Preferred Provider Agreement assignments there will be an additional account management fee of 10%, on all engagements in addition to the referral fees agreed. The fee is payable to the Preferred Provider Agreement holder to reward his or her team for their efforts on managing the account. The way this will be split between the team will have been agreed in advance. In cases where a pre-existing relationship exists and is recorded,

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business generated with the Preferred Provider Agreement client from these pre-existing contacts will be exempt from the 10% fee. **** PLEASE NOTE Although our member firms obviously prefer to work on building direct relationships with clients, there are occasions when simple desk research or file searches are adequate. In these cases the implementing office agrees to make available a research resource. The costs and fees are detailed below in paragraphs 8, 9 and 10. **** 7. File Search If Consultant A requires candidates from other countries for an assignment, they can request a file search from the appropriate office(s). A ‘file search’ refers to a request to check an office’s existing candidates (database search) and identify those individuals that might meet the requirements of the specification. The fee split is as follows: Originator: 80% File Search Office: 20% (if their proposed candidate is the successful appointee in the search) 8. Desk Research Without Candidate Contact The proposed fee for research work is €50-€100 per hour taking into consideration the cost of living of the country, the difficulty of the research and the seniority of the researcher. 9. Desk Research with Candidate Contact The proposed fee for research work is €50-€100 per hour taking into consideration the cost of living of the country, the difficulty of the research and the seniority of the researcher. If the proposed candidate is the successful appointee in the search an extra fee of 10% will apply. 10. Candidate Assessment The proposed fee for candidate assessment is €150-€400 per hour taking into consideration the cost of living of the country, the strategic importance of the position and the seniority of the consultant.

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11. Dedicated Research and/or Administration Outsourced dedicated research and/or administration facilities are available at a cost starting from 1000 Euros per month (minimum three month contract) scalable according to the level of outsourced service required. For example a more experienced and higher qualified researcher will be available at a higher cost. Please note there is a minimum of three months commitment applicable for this service. The service is available through the New Delhi Office. Please contact Uday Chawla (uday.chawla@transearch.com) or Atul Vohra (atul.vohra@transearch.com). 12. Arbitration In case of disputes between the Originator and the Implementor in which they are unable to reach an agreement, the case will be submitted to the Corporate Headquarters who will make the most appropriate and fair arbitration. Both parties involved will then respect the decision made. Corporate Headquarters may choose to involve a Regional Vice President or Chairman depending on the complexity or surrounding background of dispute at hand. Please consult section 5.1 on how to avoid dispute or disagreements between TRANSEARCH Members and colleagues.

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13. Summary of TRANSEARCH Fee Split Guidelines Code Referral Condition Description Origination* Acquisition Implementation Intro. Introduction Contact info given w/o prior knowledge of project 10% N/A 90% Contact info given w prior knowledge of project 20% N/A 80% REF Referral Assignment referred where Originator is involved in implementation (sign client contract and handles billing, client mngt, interviews etc.) 20% 15% 65% Assignment referred where Originator is not involved in implementation 20% 10% 70% MC-REF Multi-Country Referral One assignment, multiple country search for candidate. Originator is also one of implementors. Implementor with successful candidate gets 5% 20% 15% 60% (research and long list) 5% (successful candidate) S-A Subsequent assignment Same as fees above if referred by originator, if client gives assignment directly to implementor within 24 months 15% N/A 85% F-S File search A request to check an office’s existing candidates (database search) and identify those individuals that might meet the requirements of the specification 80% N/A 20% (successful candidate) D-R Desk research w/o candidate contact Research without candidate contact depending on seniority of researcher and difficulty of research N/A N/A €50-€100 per hour D-R-C Desk research w candidate contact Research with candidate contact depending on seniority of researcher and difficulty of research. If candidate successful 10% fee apply N/A N/A €50-€100 per hour 10% (successful candidate) C-A Candidate Assessment Assessment based on strategic importance of position and seniority of consultant N/A N/A €150-€500 per hour * a percentage of the fees generated could be allocated to the "KAM (or KAMs)" in case of Regional or Global agreements

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6. SYSTEMS AND COMMUNICATIONS 6.1 REPORTING All members and affiliates are required to report certain information within the requirements of their respective agreements. The following reporting is mandatory to all offices. • Quarterly Performance Reports with comparative for previous year • Annual Revenues (Reported in January every year – see attached reporting form). See definition below. • Cross Office Referrals (reported Quarterly) • Departures or arrival of members of staff (reported quarterly) • Change of address (reported immediately) • Consultant details (updated quarterly) Revenues are defined as total income generated by the TRANSEARCH member firm including: • All business activities of the member firm (executive search, middle management recruitment, selection, consulting services, interim management, other services) forming part of the member firm’s accounts. • All fees invoiced to separate subsidiaries of the member firm (eg originator fee invoiced by a consultant who is part of the TRANSEARCH member firm to a subsidiary of the member firm) • Fixed expenses invoiced to clients minus directly attributable reimbursable expenses (eg travel and accommodation of consultants and candidates) • Fees paid to sub-contracted independent practitioners are not deductible. • Fees paid to other TRANSEARCH members on cross border searches are to be deducted. See separate Annexure E for the Excel Spreadsheet to be used for monthly and quarterly reporting

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6.2 CORPORATE IDENTITY In terms of the Membership Agreement only members of TRANSEARCH have the right to use the name TRANSEARCH within the terms as defined in the Corporate Identity Guideline. Affiliates do not have the right to the use of the trademark except as defined in the section relating to Affiliates. The new Corporate Identity Guidelines document and logos are downloadable (as of 15 July 2012) form the Intranet under the Reference Library section (http://www.transearchkm.com). All members and affiliates are to adhere strictly to the corporate identity guidelines. These guidelines set out clearly in the standards to be used when dealing with the TRANSEARCH trademark and compliance will be strictly monitored. Non-adherence to the corporate identity guidelines may be cause for suspension of TRANSEARCH membership. 6.3 COMPUTER SYSTEMS AND COMMUNICATION The TRANSEARCH members have agreed that in order to ensure maximum compatibility between offices regarding the transfer of information, all offices will use the following software systems that are compatible with each other. Luckily we do not have to be exclusive in our use of software systems as in recent years, software systems have developed with a large degree of compatibility between operating systems, word processing packages as well as email clients. It is crucial that all documents distributed between offices are in a format that is readable by all. In respect of e-mailing, most offices use Microsoft Outlook and Microsoft Outlook Express or Entourage for Macintosh. All offices are issued with transearch.com e-mail addresses. These addresses will be used by the Corporate Headquarters to disseminate information throughout the Organisation. 6.4 CORRESPONDENCE

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All correspondence will follow the guidelines as set out in the Corporate Identify Manual. 6.5 KNOWLEDGE MANAGEMENT SYSTEM All staff can have access to the TRANSEARCH intranet where information on staff, news, clients and assignments is available. The Corporate Headquarters will import all client and assignment information received through the reporting directly into our intranet. For access and information on how to use the Intranet contact the Corporate Headquarters.

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7 CONFERENCES AND REGIONAL MEETINGS TRANSEARCH will undertake to arrange the following global conferences: • Annual Partners Conference • Annual Research Conference (optional and infrequent) Attendance at the Annual Partners Conference is strongly recommended. The focus of this conference is the following: • Business Development • Key Accounts and Speciality Practice Groups • Business Management and Marketing • New Technologies and Innovations • Team Building and Camaraderie The Annual Researchers Conference is targeted at Associate Consultant and Research Consultant level and is primarily aimed at training and development of staff. In addition to this the following focus will be applied: • Introduction of New Technologies • Common Standards and Best Practice • Communication • Norms and Procedures Regional meetings are usually arranged regionally even though Corporate Headquarters assists in the organisation if needed. Attendance at the regional meetings is strongly recommended.

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8 MEMBERSHIP AND AFFILIATE FEES TRANSEARCH Membership and Affiliate fees are determined yearly by the Board of Directors of TRANSEARCH International Partners; linked to revenue and charged quarterly. Revenues are defined as total income generated by the TRANSEARCH member firm including: • All business activities of the member firm (executive search, middle management recruitment, selection, consulting services, interim management, other services) forming part of the member firm’s accounts. • All fees invoiced to separate subsidiaries of the member firm (e.g. originator fee invoiced by a consultant who is part of the TRANSEARCH member firm to a subsidiary of the member firm) • Fixed expenses invoiced to clients minus directly attributable reimbursable expenses (eg travel and accommodation of consultants and candidates) • Fees paid to sub-contracted independent practitioners are not deductible. • Fees paid to other TRANSEARCH members on cross border searches are to be deducted. The basis on which fees are calculated is as follows: • Actual invoices will be calculated on each member’s reported revenue of the preceding quarter. For example the fee to be invoiced in Q4 will be based on actual revenue reported in Q3. • At the end of each financial year the actual fees invoiced and paid will be reconciled with the reported audited revenue. Any material difference between the calculated revenue and audited revenue will then be adjusted accordingly. All Membership and Affiliate Fees are to be paid within 30 days of issue of the invoice. Any Membership or Affiliate fee outstanding beyond this period will be treated, as a debtor and action will be taken in accordance with the respective agreements and in line with Board Policy.

STANDARDS AND PROCEDURES SECTION 9 – SPECIALITY PRACTICE GROUPS PAGE © TRANSEARCH International Partners Ltd 9/1
9. SPECIALTY PRACTICE GROUPS The TRANSEARCH International client base currently exceeds 2500 firms and an examination of the assignments undertaken for these clients reveals the local nature of most of this business. The opportunity presented through access to the TRANSEARCH organisation is to serve these clients on a global basis. The route through which this can happen is the Specialty Practice Groups. A specialty Practice Group is a working group comprised of individual consultants with specialist sector knowledge who agree to work together to service a specific set of current and potential clients within the sector they work. Generally members of a Specialty Practice Group are all specialists with a detailed knowledge of their sector and they are generally executing more than 50% of their assignments within the sector. These groups are the key to future growth and as a global organisation, which is locally relevant as well as internationally competitive; TRANSEARCH has major specialty practice groups in the following sectors, but are not limited to: • Board Services • Business and Professional Services • Construction and Real Estate • Consumer & Retail o Consumer Goods & Services o Fashion & Luxury Goods o Retail o Hospitality, Leisure & Travel • Energy, Mining and Utilities o Mining & Minerals o Energy, Oil & Gas o Utilities • Financial Services o Asset and Wealth Management

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o Investment Banking o Retail Banking o Insurance o Investment Banking o Private Banking o Private Equity o Venture & Development Capital • Government, Education and Non Profit • Industry o Automotive o Aviation, aerospace and defence o Chemical & Process Industries o Engineering & Machinery o Manufacturing o Metals o Pulp, Paper & Packaging o Supply Chain • IT & Telco o Media & Publishing o Communications o Hardware & Systems o Internet/eBusiness o Media & Publishing o Semiconductors o Software o Technology Services o Communications • Life Sciences In addition to this other specialty practice groups should exist and the nature of these groups will depend on the areas of specialist interest and knowledge of individual consultants. For example within TRANSEARCH there are a number of consultants with a

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deep knowledge of the mining and Metals Sector. This group regularly co-operates on cross-office assignments and is an active specialty practice group. In order to operate effectively within these sectors TRANSEARCH offices in major markets should have consulting skills within each of these particular markets and the acquisition of suitably skilled staff or consultants with special sector knowledge must be part of the Members (or Regions) on-going business development activities. In the other markets it is recognised that the development of pure specialist practices is often inappropriate and are often better dealt with on a regional basis. Despite this all TRANSEARCH offices in other markets are required to ensure that the necessary base skill exists to be able to serve clients who have (through the Specialty Practice Groups) elected the use of the services of the TRANSEARCH organisation. Specialty Practice Meetings, Marketing and Communication To operate effectively as a practice group the following needs to happen: • Specialty Practice Groups are required to meet at least once per year. In addition to this the groups must hold a monthly teleconference. • Each group must have an identified group co-ordinator who is both well recognised within the practice area and willing and able to devote time and effort for the benefit of the practice group. The objective of the Specialty Practice Groups is to ensure that the necessary skills are in place and to develop Key Accounts and Preferred Provider Relationships.

STANDARDS AND PROCEDURES SECTION 10 – AESC PAGE © TRANSEARCH International Partners Ltd 10/1
10. AESC – ASSOCIATION OF EXECUTIVE SEARCH CONSULTANTS The Association of Executive Search Consultants is the professional association representing retained executive search consulting firms worldwide. The AESC' s mission is to promote the highest professional standards in executive search consulting, broaden public understanding of the executive search process, and serve as an advocate for the interests of its member firms. TRANSEARCH International is a proud member of the AESC. All Members and Affiliates are required to carry on their businesses according to the highest professional and ethical standards for retained executive search consulting firms. TRANSEARCH International takes these standards as being embodied by the standards set out in the Code of Ethics and the Guidelines of the Association of Executive Search Consultants, Inc. (“AESC”). Accordingly: a. It is the obligation of a Member or Affiliate of TRANSEARCH International to abide by the AESC Code of Ethics and the AESC Guidelines. b. To ensure that these standards and ethics are maintained, the Member’s Agreements and Affiliate’s Agreements provide that an Agreement may be terminated by TRANSEARCH International if the Member or the Affiliate conducts itself in a way which is inconsistent with the AESC Code of Ethics or the AESC Guidelines

STANDARDS AND PROCEDURES SECTION 11 – DATA PROTECTION PAGE © TRANSEARCH International Partners Ltd 11/1
11. DATA PROTECTION All AESC member firms commit to abide by the AESC’ s Code of Ethics and Professional Practice Guidelines, which determine professional behaviour in the handling of executive search assignments and the manner in which relationships with client organisations and candidates should be conducted. The present Code of Conduct on the Processing of Personal Data is an adjunct to these practices and compliance with it is a condition of AESC Europe membership. It provides standards with regard to the processing of personal data on senior executives – such data being fundamental to the performance of retained executive search activity. This Code has been developed pursuant to article 27 of Directive 95/46/EC of the European Parliament and of the Council of 24th October 1995 in order to achieve consistent compliance with the Directive and with the national laws, which apply that directive, in the light of the special nature and constraints of the executive search process. It is designed as an instrument of best practice, and it is intended for use as a reference document within the framework of applicable laws. AESC Europe members will operate to the standards laid down in the AESC Code, subject always to their obligation to comply with their relevant national laws. This Code is based on the following fundamental principles characterizing retained executive search: professionalism, integrity, objectivity, accuracy, confidentiality and equal opportunity. It also embraces the following data protection principles: information, consent and legitimacy, data quality, proportionality, necessity, security and the right to access and correct data. Firms in regions other than Europe should consult local legislation dealing with Data Protection. Certain practices as well as forms relating to Data Protection are however best practice and it is advisable to implement them in your office even if you are not based in Europe. Offices in Europe are also not able to share client and candidate information freely with offices in other parts of the world should they not adhere to similar Data Protection practices.

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It is thus mandatory for all European offices to sign the Members’ Consent Form and discretionary, but advisable for all other offices in other regions of the world. See appendix for sample of the Members’ Consent Form. Please take note of the following areas dealt with in the Code of Conduct on the Processing of Personal Data: • Categories of Personal Data (which categories we are allowed to process) • How to handle sensitive data • Consent and Legitimacy of Processing • Information provided to Senior Executives • Transfer of data to third countries (outside Europe) • Maintenance and Retention of Data • Opt out clauses (steps to take when executives do not want you to keep their data anymore) • Submission and disclosure of data to client organisations • Administration • Security In order to facilitate the above certain forms and clauses have to be incorporated in your existing business processes, these forms must be kept securely on file (hard or electronic copies). • Candidate’s consent form • Acknowledgement statement on data processing to include in correspondence to unsolicited data • Data protection clause to include in proposal/confirmation letter to clients of member firms • Data protection clause to include in confidential and reference reports to clients member firms See Annexure F for an example of the forms and clauses.

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Please note the Code of Conduct on the Processing of Personal Data has not been finalised and accepted by the European Parliament at the date of print of the Standards and Procedures Manual. The latest version of the Code of Conduct is obtainable from the Corporate Headquarters. In the meantime TRANSEARCH International considers it best practice to adhere to the proposed guidelines and practices and urge all members and affiliates to start implementing the appropriate form and procedures in their business processes as soon as possible. We do encourage you to read the draft Code of Conduct on the Processing of Personal Data in order to understand the practicalities better.

STANDARDS AND PROCEDURES SECTION 12 – ANNEXURES © TRANSEARCH International Partners Ltd
12. ANNEXURES A. ASSIGNMENT SPECIFICATION The following information should be contained within the Assignment Specification Document. Please note if you are using the TRANSEARCH Orxestra Method – the Assignment Specification Document will differ slightly as it contains additional components and can be downloaded from the Intranet (http://www.transearch.com). Client Background • Company background • History • Products • Organisational structure • Ownership • Present size • Number of staff • Market position • Competition • Geographic location • Culture and management style Position Background • To whom is the position reporting? • What are the expected tasks for the position? • Where in the organisation chart is the position? • Is it a new or an old position? • Why is the position open? • What is expected of the new person? • What does the ideal candidate look like? • Any constraints? • What career opportunities are available? • Profile of qualifications, experience and personality required • What remuneration package could be expected and is this negotiable?

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Assignment Specification Technical Information: Font: Arial (bold and regular) Cover Page Title Size: 14pts Headings (Cover Page and Body) Size: 12pts Body Size: 12pts Colours: red and black Headings (Cover Page and Body) Case Style: UPPERCASE Sub Headings Case Style: Title Case Paragraphs and Spacing: • Cover Page Title: 20pts space below, 80pts space above 1st line of title • Cover Page Headings: 10pts space above and below • Body Headings: 20pts space below, 0pts space above • Body Sub Headings: 20pts space below, 0pts space above • Line Spacing Body: 1.5pts – do not leave space between paragraphs of same style • Line Spacing Between Sections and Sub Sections – leave 2 x 1.5pts line spacing between sections and sub sections.

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POSITION PROFILE STRICTLY CONFIDENTIAL CLIENT: POSITION: CONSULTANT: DATE: DAY MONTH YEAR

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THE COMPANY Information to be included: • History • Products • Organisational structure • Ownership • Present size • Number of staff • Market position • Competition • Geographic location • Culture and management style

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THE POSITION Role: (Position Title) Reports to: Other Key Contacts: Prime Objective: Position Background Is it a new or an old position? Why is the position open? Any constraints? Key Responsibilities Description of key responsibilities • • • • 12 To 18 Month Deliverables Description of key short to medium term deliverables • • • •

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Attraction What career opportunities are available? • • • •

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THE IDEAL CANDIDATE Experience Brief description of experience required • • • • Personal Qualities and Skills Brief description of personal qualities required • • • • Education and Qualifications Brief description of education and qualifications required • • • •

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This page is for internal information onlyand not to be given to prospective candidates! COMPENSATION DETAILS

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B. CANDIDATE REPORT Please note if you are using the TRANSEARCH Orxestra Method – the Candidate Report will differ slightly as it contains additional components and can be downloaded from the Intranet (http://www.transearch.com). A full report must include comprehensive details under the following headings: • Personal Details • Personal Background • Educational Background • Career Outline • Impression • General Assessment • Remuneration Candidate Report Technical Information: Font: Arial (bold and regular) Cover Page Title Size: 14pts Headings (Cover Page and Body) Size: 12pts Body Size: 12pts Colours: red and black Headings (Cover Page and Body) Case Style: UPPERCASE Sub Headings Case Style: Title Case Paragraphs and Spacing:

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• Cover Page Title: 20pts space below, 80pts space above 1st line of title • Cover Page Headings: 10pts space above and below • Body Headings: 20pts space below, 0pts space above • Body Sub Headings: 20pts space below, 0pts space above • Line Spacing Body: 1.5pts – do not leave space between paragraphs of same style • Line Spacing Between Sections and Sub Sections – leave 2 x 1.5pts line spacing between sections and sub sections.

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CANDIDATE CONFIDENTIAL REPORT STRICTLY CONFIDENTIAL CLIENT: POSITION: CANDIDATE NAME: CURRENT COMPANY: DATE: (MONTH YEAR) We are supplying this information to you exclusively for purposes of the specific executive search for which you have retained us. No other use, dissemination or sharing of the contents of this document is authorised. Appropriate care must be exercised by the reader, with respect to the private and confidential information contained herein.

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PERSONAL DATA NAME ADDRESS E-MAIL TELEPHONE DATE OF BIRTH MARITAL STATUS NATIONALITY CAREER OBJECTIVE Brief description of candidate’s career objectives PROFESSIONAL PROFILE Brief summary of candidate’s professional experience

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PROFESSIONAL EXPERIENCE EMPLOYER NAME Brief description of company Position Name Date From-To • Tasks and achievements • Tasks and achievements • Tasks and achievements • Tasks and achievements EMPLOYER NAME Brief description of company Position Name Date From-To • Tasks and achievements • Tasks and achievements • Tasks and achievements • Tasks and achievements EDUCATION AND QUALIFICATION • Name of degree/qualification, name of institution and year

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• Name of degree/qualification, name of institution and year • Name of degree/qualification, name of institution and year LANGUAGE SKILLS • • • PERSONAL INTERESTS • • • •

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LEADERSHIP STYLE/PERSONAL ATTRIBUTES Paragraph(s) describing leadership style of candidate based on analysis of resume as well as conclusion from interview(s). RELEVANT EXPERIENCE/ACCOMPLISHMENTS Paragraph(s) describing relevant experience and background based on analysis of interview(s). CANDIDATE MOTIVATION/CAREER GOALS Brief description of candidate motivation to move to a new position and what candidate wants to achieve in terms of career goals CONCLUSION Paragraph with conclusion and recommendation regarding the candidate COMPENSATION Base: Variable: Car Allowance: Housing Allowance:

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C. REFERENCE CHECKLIST At the discretion of the Consultant and if required by the Client, a Reference Check is useful in confirming the factual information provided in the candidate's interview. Referees may also provide new information, which leads to a deeper understanding of the final candidate. Please note the example that follows contain questions, which may not be relevant to your situation, or reference you are undertaking. Please use your judgement and initiative to determine which of the questions are appropriate or add additional questions where necessary. Reference Checklist Technical Information: Font: Arial (bold and regular) Cover Page Title Size: 14pts Headings (Cover Page and Body) Size: 12pts Body Size: 12pts Colours: red and black Headings (Cover Page and Body) Case Style: UPPERCASE Sub Headings Case Style: Title Case Paragraphs and Spacing: • Cover Page Title: 20pts space below, 80pts space above 1st line of title • Cover Page Headings: 10pts space above and below • Body Headings: 20pts space below, 0pts space above • Line Spacing Body: 1.5pts – do not leave space between paragraphs of same style

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REFERENCE CHECK STRICTLY CONFIDENTIAL CANDIDATE NAME: REFEREE NAME: REFERENCE TAKEN BY: COMPANY NAME: COMPANY ADDRESS: COMPANY PHONE: DATE OF EMPLOYMENT: From Day Month Year To Day Month Year POSITION(S) IN COMPANY: Starting Position: Ending Position: COMPENSATION DETAILS: Starting Salary: Ending Salary:

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QUESTIONS What does your company do? Please describe your reporting relationship with the candidate? If none, in what capacity did you observe the candidate's work? Reason for Leaving: Please describe the key responsibilities of the candidate in his/her most recent position. How many reporting staff did the candidate manage? Their roles? Tell me about the candidate’s most important contributions to the achievement of your organization’s mission and goals. Describe the candidate's relationships with his/her co-workers, reporting staff (if applicable), and supervisors. Talk about the attitude and outlook the candidate brought to the workplace. Describe the candidate's productivity, commitment to quality and customer orientation. What are the candidate's most significant strengths? What are the candidate's most significant weaknesses? What is your overall assessment of the candidate?

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We are hiring this candidate to (job title or quick description). Would you recommend him/her for this position? Why or why not? Would you rehire this individual? Why or why not? Are there additional comments you'd like to make? Is there a question I should ask that I may have missed? DATE OF REFERENCE: DAY MONTH YEAR

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D. PROPOSAL DOCUMENT Please note if you are using the TRANSEARCH Orxestra Method – the Candidate Report will differ slightly as it contains additional components and can be downloaded from the Intranet (http://www.transearch.com). A proposal is prepared based on the client’s request. It is recommended that all proposals contain the following: • Outline of what is to be done for the client (specification documents, briefing, research and presentation of candidates). • Timing for completion of search process. • Outline of the Fee Structure and payment terms. • Additional Costs if applicable • Standards and quality commitment • Guarantee (if any) • “Off-Limits” policy • Completion (i.e.: when the search will be considered completed) Proposal Document Technical Information: Font: Arial (bold and regular) Strictly and Confidential Title Size: 14pts Headings (Cover Page and Body) Size: 12pts Body Size: 12pts Colours: red and black Headings (Cover Page and Body) Case Style: UPPERCASE Paragraphs and Spacing:

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• Strictly and Confidential: 10pts space below, 10pts space above 1st line of title • Cover Page Headings: 10pts space above and below • Body Headings: 10pts space below, 0pts space above • Line Spacing Body: 1single line – do not leave space between paragraphs of same style • Line Spacing between Sections and Sub Sections – leave 2 x single line spacing between sections and sub sections.

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STRICTLY PRIVATE AND CONFIDENTIAL DATE: Day Month Year [CLIENT CONTACT NAME] [CLIENT ADDRESS] [CLIENT ADDRESS] [CLIENT ADDRESS] Dear [CLIENT FIRSTNAME], EXECUTIVE SEARCH ASSIGNMENT Thank you for your time on Tuesday. As discussed I am writing to outline my understanding of your requirements based on our discussion, and explain our relevance, suitability, credentials and approach for this assignment. PRESENT SITUATION AND POSITION Paragraphs detailing some information regarding client (nature of business etc) and what the background of the assignment is (reason for hire etc). ABOUT TRANSEARCH TRANSEARCH International was founded in 1982 with a distinguishing vision to achieve the following objectives: • Value for our clients by placing their interests first. • Assisting Clients to acquire leadership talent through: o Outstanding research capabilities and access to global talent pool. o Thorough assessment methodology. o In depth reference checking. o Critical contribution to successful completion of the search by facilitating the final negotiations. • Contribute to a potential candidate's career development by always considering his/her personal interest when assessing his/her suitability for any given position. All organisations require an effective leadership team. The challenge of finding senior level executives is best met with the support of a firm with a proven track record of success.

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TRANSEARCH International is a member of the AESC, the leading professional body representing the global executive search community. As a member firm all of our offices are committed to maintaining the highest professional standards, including a commitment to providing, wherever possible, diverse candidate shortlists. DELIVERABLES Our consulting services will involve the identification, assessment and recruitment of an experienced and high potential candidate for the appointment of [POSITION]. As part of our retainer relationship with you we also provide consulting advice on: − The conditions of the senior executive market in your industry/functional sector − Compensation trends − The structure and attractiveness of your recruitment proposition Our search process is fully described under section EXECUTIVE SEARCH PROCESS AND TIMESCALES in this document. Should you decide that additional research or consulting is required on a longer term basis then please raise this with us and we will be pleased to propose how such extra services may be provided. This might include any or all of the following: − Multiple search assignments − Market, industry and organisational mapping − Management assessment/audit services − Leadership consulting/succession planning − Executive coaching and on-boarding − Board appraisal and corporate governance advice Please contact me for more detail on any of these services. EXECUTIVE SEARCH PROCESS AND TIMESCALES TRANSEARCH believes that a typical senior search will take approximately 30 – 35 business days, spread over a timescale of six to eight weeks. Our search process is as follows: Stage 1 – Client Brief and Assignment Set Up – Week 1: At this stage we will need to talk to you in detail; and complete and agree a full job specification for the role. We will also define the value proposition, to make the role attractive to candidates. From here we will then produce all qualification tools required to approach and qualify candidates. Once this has been undertaken we shall brief the research team who will be responsible for target company research, candidate identification and initial qualification work.

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Stage 2 – Company Target List and Candidate Identification – Weeks 1-2: We will undertake comprehensive research to finalise the group of companies which we believe contains the required talent. Using deep search methodologies via the telephone, company web sites, association networks and our own extensive network, we will build a list of between 60-80 potential candidates before we start the next stage of our assignment. Stage 3 – Initial Candidate Approach and Qualification – Weeks 2-5: Each targeted candidate will be approached by us to establish their basic suitability and interest. Once done, each appropriate candidate will be asked to provide us with their CV’s for further evaluation. Stage 4 – Candidate Long Listing – Weeks 3-5: Once the entire candidate list has been approached, and CV’s obtained from those that look interesting, we will take a group of the top 15-20 through a second stage telephone interview, where we explain more about the position and career platform of the opportunity. This telephone discussion extends into a rigorous interview, designed to assess their skills, experience, characteristics and key achievements. Having assessed the entire market of available candidates, we will then produce a long list of up to eight people, for interview face to face. Stage 5 – Face to Face Interviews – Weeks 6: The candidates will be required to meet with one of our Consultants either at our offices or suitable location. The interview, which lasts for up to three hours covers an extensive discussion around the opportunity with [CLIENT]; an entire end to end review of their experience, skills and relevant achievements and personal characteristics; and finishes with an in-depth and frank conversation around their personal goals, career goals and their motivators for leaving their current employer. Stage 6 – Short List Production and Profile Compilation – Week 7: Once all candidates have been met and informal references obtained, a short list of four to five candidates is selected. From here a personal Profile on each successful individual is compiled. Stage 7 – Candidate Short List Review Meeting: At this meeting we shall sit down with the [CLIENT] evaluation team, to review the Profiles of the successful candidates. Once done, interview timetables, schedules and agenda are agreed for the Client/candidate interview process over the following weeks. A communication process of two way (candidate, TRANSEARCH and Client) feedback is also agreed. Stage 8 – Project Co-Ordination: a. Client Interviews: TRANSEARCH will arrange, confirm and follow-up all interviews. We will assist in scheduling and monitoring further interviews with the management team. Other key communication includes briefing and debriefing of

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both [CLIENT] and each candidate after interview and influencing candidates to go forward into the next stage of the recruitment process. b. Offer and Placement: TRANSEARCH will facilitate the making and negotiation of offers to acceptance and arrangement of the start date. This activity includes; pre-closing the candidate prior to the offer being made; mediating negotiations regarding salary terms, relocation, benefits package and start date; counselling candidates during the process of resigning from their present position, and dealing with counter offers. c. Employment: TRANSEARCH provides both parties with advice as required during the probationary period. This can often prevent teething problems from getting out of hand. d. Client Management and Reporting: All services will be delivered through an Account Director and as appropriate Regional Account Directors working alongside local country Consultants and our research team. The Research Team will be responsible for the day-to-day operational delivery of the assignment and for client satisfaction. We will also produce Weekly Reports for review with you. PROFESSIONAL FEES AND EXPENSES Our usual fee is 1/3rd of anticipated first year cash compensation, as described in an offer of employment (we would usually agree a nominal value at the start of an assignment for invoicing purposes). Typically we invoice an assignment in three equal increments. The first would be an initial retainer, the second at the presentation of an agreed shortlist and the final fee on written acceptance of an offer of employment. OR [FIXED FEE] ……… charged in … equal installments. Should the assignment result in the appointment of a second or subsequent person, our fees for the additional appointment(s) would be at the rate of 20% of anticipated first year cash compensation. The fee schedule described above is the most common format, but we are happy to agree variations from this example to suit an individual client's needs. Billing of these installment payments will occur at the following times: ………….. As professional management consultants TRANSEARCH International fees are billed as retainers, and are non-contingent. They are reflective of the level and importance of the consulting assignments entrusted to us, the sensitivity of such appointments, the requisite seniority and experience of our consulting staff, and the accumulated industry expertise and comparative knowledge of TRANSEARCH International.

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Expenses fall into two general categories, direct and indirect expenses. Direct, out of pocket expenses are expenses that are the direct costs associated with the interviewing and selection process and with visits to the client location (meals, travel and accommodation). Each month during the course of the project, an invoice will be submitted for reimbursement of these expenses. Indirect expenses are attributable to our client projects as incremental costs, but they are costs that are either difficult or impossible to attribute to each individual project. Examples of these expenses include external research costs, internal data and networking communications, postage, and report production. Indirect expenses will be …% of the retainer billed in increments together with the fee invoices. QUALITY COMMITMENT TRANSEARCH International undertakes to give clients total commitment to the timely and satisfactory conclusion of assignments in an ethical and professional manner. This must be based on a co-operative and trusting relationship with both clients and candidates. We need to be aware of all material factors affecting the appointment, including information that we might not be able to reveal to candidates; we will also agree with you the level of confidentiality necessary during research and contacting. We present candidates in good faith, based on our judgement and experience, but we cannot warrant information that they have provided. Clients often undertake reference checking but we will be pleased to assist if requested. Candidates should not under any circumstances be discussed with anyone outside those immediately concerned with making the appointment and no reference can be taken until you or we have the candidate's express permission. In the unlikely event that an appointed candidate is asked to leave your employ within twelve months of joining, for reasons of poor performance, we will repeat the search with no additional fee (we would only charge for expenses incurred in repeating the assignment). If the successful candidate leaves for any other reason in that timescale, we will consider the situation with you sensibly and sympathetically. We accept no other liability, whether consequential or otherwise, in connection with the appointment of any candidate. Our acceptance of an assignment is on the basis that you will not, while we are actively working on the search, engage any other recruitment organisation on the same brief without our prior knowledge and agreement.

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OFF-LIMITS From the start date of the executive search assignment TRANSEARCH International will not recruit senior executives from your organisation in accordance with the following constraints: − Positions/Organisation: ………….. − Time period: ……………………… These restrictions will not apply under the following circumstances: − Cancellation of this agreement by you before the search is completed − Failure to pay our fees and/or expenses when due − A major change in your organisation’s ownership affecting our relationship − You authorise exceptions in writing such as where your executives may be seeking other opportunities with your knowledge We also confirm our policy not to recruit any placed candidate from a client organisation while that placed candidate remains in that client’s employ. [Optional Clause to be include upon client’s request] Organisations relevant to this search assignment, which are clients of TRANSEARCH International and have off-limits agreements with us, are: − [CLIENT] − [CLIENT] Consideration of confidentiality may prevent this list from being exhaustive but to the extent possible it refers to companies that might be relevant to the search. By agreeing to conduct this assignment we confirm our confidence and ability to satisfy your requirements through access to high potential candidates from other sources than the organisations listed. OUR CONSULTING TEAM Should TRANSEARCH International be retained by [CLIENT] I will be the lead consultant on your account and will be your primary point of contact on key issues involving the search. My contact details are: [FIRSTNAME LASTNAME, TELEPHONE NUMBER, EMAIL ADDRESS] I will be assisted by: [FIRSTNAME LASTNAME, TELEPHONE NUMBER, EMAIL ADDRESS] [FIRSTNAME LASTNAME, TELEPHONE NUMBER, EMAIL ADDRESS]

STANDARDS AND PROCEDURES SECTION 12 – ANNEXURES © TRANSEARCH International Document File Name
ACKNOWLEDGEMENT I hope that this letter covers the appropriate subjects from your perspective, but please let me know if you need any further information or clarification. I look forward to hearing from you, and hopefully working with you on this important assignment. Best Regards TRANSEARCH International Date Name(s) Consultant Title Position(s) Signature(s)

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E. ASSIGNMENT AND REVENUE REPORTING FORMS 1. ASSIGNMENT AND CLIENT REPORTING SPREADSHEET Originating Office Start date Status (open, closed or cancelled) Implementing Office Consultant (executing the assignment) Account Manager (consultant responsible for client relationship) Client's location (city) Client Industry Practice Group Position Position Location (City) Skills Level: -Board -Executive -Senior Management -Upper Middle Management Salary Bands: $70K-$99K $100K-$149K $150-$199K $200-$299K $300K-$399K $400K and above

STANDARDS AND PROCEDURES SECTION 12 – ANNEXURES © TRANSEARCH International Partners Ltd
REVENUES Office NB: Please state the currency in which you report the figures January February March April May June July August September October November December Month 0 0 0 0 0 0 0 0 0 0 0 0 Cumulative 0 0 0 0 0 0 0 0 0 0 0 0

STANDARDS AND PROCEDURES SECTION 12 – ANNEXURES © TRANSEARCH International Partners Ltd
OFFICE INFORMATION Office Name Title Staff Function (consultant, Research, Support) Specialty

STANDARDS AND PROCEDURES SECTION 12 – ANNEXURES © TRANSEARCH International Partners Ltd
2. YEARLY REVENUE REPORTING FORM Dear All, We ask you to kindly provide the following confidential information on your company’s revenues and number of staff for the calendar year XXXX. This information will be used to consolidate the total revenues of the organisation, calculate a number of awards and adjust your final dues to TRANSEARCH. NAME: OFFICE DATE: REVENUES Revenues are defined as total income generated by the TRANSEARCH member firm from all of its business activities as per its accounts. The revenues include fixed expenses invoiced to clients minus directly attributable reimbursable expenses (eg travel and accommodation of consultants and candidates) and minus fees paid to other TRANSEARCH members. Please refer to the Standards & Procedures Manual (paragraph 8) for a detailed definition. Item Revenues in local currency (please state currency) No. of Assignments TRANSEARCH member firm total revenues (according to above definition). Audited figures to be submitted to TRANSEARCH in a second stage % increase/decrease in total revenues of TRANSEARCH member firm compared to previous year Average TRANSEARCH member revenue per fee-generating consultant Separate subsidiaries (with separate business development consultants). Please state company name, activity and revenues per company:

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Revenues Reporting (cont’d)
 
 CROSS OFFICE BUSINESS Origination of cross office business Number of cross office assignments originated for other TRANSEARCH offices Total fee of originated business (fees invoiced to clients excl expenses) Implementation of cross office business Number of cross office assignments received from other TRANSEARCH offices Total fee of business received from other TRANSEARCH offices (fee invoiced to clients excl expenses)
 STAFF Staff Number of staff Full time fee-generating consultants employed by TRANSEARCH member Researchers Support/Admin staff Total (2 half time=1 full time)

STANDARDS AND PROCEDURES SECTION 12 – ANNEXURES © TRANSEARCH International Partners Ltd
F. DATA PROTECTION Please note all forms requiring signatures to indicate compliance must be printed on TRANSEARCH International Letterheads. Please feel free to translate the relevant documents to ensure clear communication with your candidates and clients This section includes: • Member firms’ compliance form (this form has to be signed by all employees and kept securely on file) • Standard candidate’s consent form • Standard acknowledgment statement on data processing to include in correspondence to unsolicited data • Standard data protection clause to include in proposal / confirmation letter to clients of member firms • Standard data protection clause to include in confidential and reference reports to clients member firms PLEASE NOTE THAT IF YOU ARE AN AFFILIATE, YOU MUST INDICATE IN THE FORMS AND CLAUSES THAT YOU ARE AN AFFILIATE OF TRANSEARCH INTERNATIONAL. IN ALL CASES WE RECOMMEND THAT YOU STATE THAT TRANSEARCH INTERNATIONAL IS A GLOBAL MEMBER OF THE AESC (ASSOCIATION OF EXECUTIVE SEARCH CONSULTANTS). Please do not hesitate to contact Corporate Headquarters should you require assistance with the implementation of the clauses and forms that follow.

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MEMBER FIRMS’ COMPLIANCE FORM Agreement to be signed by AESC Europe member firms’ employees • I have read and understood and agree all sections of the AESC Europe Code of Conduct with regard to the processing of personal data for executive search purposes. • I understand that executive search activities involve the processing of information about private individual and confidentiality obligations. I therefore agree to abide to the present AESC Europe Code of Conduct. • I understand that, although the executive search business requires the collection of some personal information prior to contact with an executive, I will respect the right of every individual to opt out of being contacted by TRANSEARCH International (or other name used). • When recording factual information and assessment in the TRANSEARCH International’s (or other name used) database I will be mindful of the fact that the individual to which the information refers has a legal right to access that information. I will therefore strive to ensure that the information I record shall be to the best of my knowledge true, fair, relevant to its purpose and unlikely to cause damage or distress. • I understand that I may use the personal information stored in the TRANSEARCH International’s (or other name used) database only for the stated purposes for which it has been collected and that any misuse will be treated as professional misconduct. First name ____________________ Last name ____________________ Signature ____________________ Date ____________________

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STANDARD STATEMENT ON DATA PROCESSING TO INCLUDE IN LETTER TO UNSOLICITED PERSONAL DATA Unless otherwise instructed by you at any moment, we will keep your personal data in our (global) database. Your data will only be processed and used by our employees for executive search purposes to match you with appropriate career opportunities. You are always entitled to obtain a copy of your data we have processed and to rectify those that are shown to be inaccurate.

STANDARDS AND PROCEDURES SECTION 12 – ANNEXURES © TRANSEARCH International Partners Ltd
STANDARD CANDIDATE’S CONSENT FORM Pursuant to EU Directive 95/46/EC of the European Parliament and the Council of 24th October 1995 on the protection of individuals and data subjects with regard to the processing of personal data, and pursuant to the respective national legislations implementing it, The undersigned ……………… (First name) ……………………… (Last name) Authorizes TRANSEARCH International to keep his/ her personal data in the firm’s files and database; Agrees that his/ her personal data may be handled by TRANSEARCH International for purposes of executive search activities; Agrees that his / her personal data can be accessible and processed in strict confidentiality by all TRANSEARCH International employees and all its offices and affiliates in the world; Agrees that his / her personal data can be transferred to any client of TRANSEARCH International, provided that he / she has indicated his / her interest in connection with each assignment and given his / her consent in advance. Agrees that TRANSEARCH International and the client in question may carry out reference and backgrounds (employment history, academic and institutional credentials. Acknowledges his / her right to request at any time to receive no further contact TRANSEARCH International, in which case this request will be respected and noted in his / her personal file; Acknowledges that he / she has the right to obtain a copy of all data related to him / her, with the exception of assessment data and reference checks, which are kept on the filing system of the member firm.

STANDARDS AND PROCEDURES SECTION 12 – ANNEXURES © TRANSEARCH International Partners Ltd
Acknowledges that he / she has the right to correct and update this data if they are shown to be inaccurate or incomplete. Agrees that he / she will hold in strict confidentiality information and data provided during the search process, which relates to the specific assignment, position and client. Date ____________________ Place ____________________ Signature ____________________

STANDARDS AND PROCEDURES SECTION 12 – ANNEXURES © TRANSEARCH International Partners Ltd
STANDARD DATA PROTECTION CLAUSE TO INCLUDE IN PROPOSAL/CONFIRMATION LETTER TO CLIENTS OF AESC EUROPE MEMBERS Data Protection Clause TRANSEARCH International has adopted a Code of Conduct on the Processing of Personal Data, which has been approved by the EU authorities as being in compliance with EU Directive 95/46/EC of the European Parliament and of the Council of 24th October 1995. The Code of Conduct provides that our clients will adhere to the same standards of data protection as ourselves. By entrusting TRANSEARCH International with this assignment, you undertake: • Not to transfer personal data on candidates to others outside your organisation or to those not directly involved in this current assignment without the candidate’s consent. • Not make reference checks, or any other contacts relating to this candidature without the specific agreement of TRANSEARCH International and the candidate. • Not to show these reports to the concerned candidate and not to circulate them within your organisation without the prior agreement of the TRANSEARCH International and of the candidate. • To take appropriate technical and organizational security measures to protect personal data of the candidate against accidental or unlawful destruction, accidental loss, improper alteration or unauthorized disclosure or access. • To grant the candidate the right of obtaining a copy of all data relating to him / her that you processed, with the exception of assessment data and reference checks • To grant the candidate the right to rectify these data if they are shown to be inaccurate or incomplete.

STANDARDS AND PROCEDURES SECTION 12 – ANNEXURES © TRANSEARCH International Partners Ltd
STANDARD DATA PROTECTION CLAUSE TO INCLUDE IN CONFIDENTIAL AND REFERENCE REPORTS TO CLIENTS OF AESC MEMBERS These reports are prepared for your exclusive and confidential use in connection with the assignment named above. They contain confidential information received from the candidate and references / evaluations from third parties According to the terms and conditions of our agreement, you undertake: • Not to transfer personal data on candidates to others outside your organization or to those not directly involved in this current assignment without the candidate’s consent. • Not make reference checks, or any other contacts relating to this candidature without the specific agreement of TRANSEARCH International and the candidate. • Not to show these reports to the concerned candidate and not to circulate them within your organization without the prior agreement of the TRANSEARCH International and of the candidate. • To take appropriate technical and organizational security measures to protect personal data of the candidate against accidental or unlawful destruction, accidental loss, improper alteration or unauthorized disclosure or access. • To grant the candidate the right of obtaining a copy of all data relating to him / her that you processed, with the exception of assessment data and reference checks • To grant the candidate the right to rectify these data if they are shown to be inaccurate or incomplete.

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