Message-ID: <19167284.1075840959082.JavaMail.evans@thyme> Date: Thu, 24 Jan 2002 05:54:33 -0800 (PST) From: louise.kitchen@enron.com To: tammie.schoppe@enron.com Subject: FW: Draft Governance Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: 7bit X-From: Kitchen, Louise X-To: Schoppe, Tammie X-cc: X-bcc: X-Folder: \ExMerge - Kitchen, Louise\Sent Items X-Origin: KITCHEN-L X-FileName: louise kitchen 2-7-02.pst Get ready to fax to me -----Original Message----- From: Kitchen, Louise Sent: Thursday, January 24, 2002 7:54 AM To: Kitchen, Louise Subject: FW: Draft Governance -----Original Message----- From: Kitchen, Louise Sent: Thursday, January 24, 2002 7:50 AM To: 'mark.bridges@ubsw.com'; 'pat.odonnell@ubsw.com' Cc: Forster, David Subject: Draft Governance Below is the draft of our governance which I think works. Let me know your thoughts and possibly we can discuss at this morning's meeting. I will be participating by phone from the airport as I am on my way to Stamford. As we move forward we have two huge tasks to complete at the same time, the integration with UBS Warburg and the re-start of our business. The UBS corporate governance facilitates the creation of several committees which will meet on a regular basis to resolve issues and report on progress. Within the UBS framework we will be creating a 'Transitional Steering Committee', 'Integration Committee' and 'Gas and Power Operating Committee'. UBS has already created the Integration Committee which we will merge into. Dave Forster will be attending all of these groups in the early weeks to ensure consistency and good communication. Dave will also act as our point person for Mark Bridges from UBS, ensuring the simplest and most effective methods of communication are in place for both parties. This email outlines the governance structure that will be formalized with immediate effect: 1. Transitional Steering Committee: This committee will be responsible for the overall management and co-ordination of the integration efforts for both the initial Launch Date and the later Disentanglement Date at the end of 2002. Committee Members: Mike Hutchins (co-chair) Greg Whalley (co-chair) Louise Kitchen Pat O'Donnell Mike Bolin Proposed Logistics: This committee will meet on a weekly basis until shortly after the Launch Date, and then bi-monthly thereafter until December 31 2002. Minutes will be distributed to senior UBS and Enron management only. Proposed Time - Wednesday 8:30am CST 2. Integration Committee: This committee will be responsible for the day-to-day management and co-ordination of the integration efforts for both the initial Launch Date and the later Disentanglement Date at the end of 2002. Any issues, which this committee cannot resolve, will be escalated to the Transitional Steering Committee. Proposed UBS Energy Committee Members: Louise Kitchen (co-chair) Pat O'Donnell (co-chair) Mark Bridges Sally Beck - Operations Mark Haedicke - Legal Wes Colwell - Financial Operations Bill Bradford - Credit David Port - Market Risk Jay Webb - IT Jenny Rub - Infrastructure Peter Keohane - Canada David Forster - ubswenergy.com UBS counterparties Proposed Logistics: This committee will meet on a weekly basis until reviewed at December 31 2002. Minutes will be distributed to the Transitional Steering Committee and team members as appropriate. Time - Thursday 9:00am CST 3. Gas and Power Operating Committee: This committee will be responsible for the operational running of the Gas and Power Trading business. The initial focus of this group will be the re-starting of the business. Following the relaunch the purpose of the Management Committees will be to push through its strategic plans and targets globally, to be able to react to market changes quickly, and provide a forum for communication across all locations. These committees should also maintain, and develop further, any synergies between the Gas and Power Business and other UBS businesses. Proposed Committee Members: Louise Kitchen (co-chair) Greg Whalley (co-chair) Tim Belden Chris Calger John Lavorato Kevin Presto Hunter Shively Rob Milnthorp Plus ad hoc members of the Logistical support functions as and when required. ?Proposed Logistics: This committee will meet on a weekly basis but not before March 2002. Prior to March 2002, this committee will be replaced by two sub-committees - the Operational Re-start Sub-Committee and the Commercial Re-start Sub-Committee. 3(i) Operational Restart Sub-Committee This subcommittee will be responsible for ensuring that the support functinality is full available at the restart date. Proposed Sub-Committee Members: Louise Kitchen (co-chair) Pat O'Donnell (co-chair) Mike Bridges Sally Beck - Operations Mark Haedicke - Legal Wes Colwell - Financial Operations Bill Bradford - Credit David Port - Market Risk Jay Webb - IT Jenny Rub - Infrastructure Peter Keohane - Canada David Forster - ubswenergy.com Proposed Logistics: This sub-committee will meet weekly until disbanded. Time Tuesday 8:00am CST 3(ii) Commercial Re-start Sub-Committee This subcommittee will be responsible for ensuring that the UBS Warburg Energy Counterparties are capable of transacting with our new company in the shortest time possible and in the most efficient way for both the counterparty and UBS Warburg Energy. Proposed Sub-Committee Members: Louise Kitchen Bryan Murtaugh - UBS Legal Mark Taylor Elizabeth Sager/Leslie Hansen Mary Cook/Jeff Hodge Bill Glass Bill Bradford Peter Keohane Barry Tycholiz Frank Vickers Laura Luce Rob Milnthorp Chris Calger David Forster Other members to be announced Proposed Logistics: This sub-committee will meet weekly until disbanded. Time Tuesday 10:00am CST Tammie will notify each of you of the rooms etc.