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CMC (IIMC): The Number the Board Already Believes

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The Number the Board Already Believes

You are three weeks from a board presentation for a listed specialty chemicals group. You were engaged for €120,000 to build the capital case for a €40m debottlenecking project at one of the group's four plants. Your team logged eight weeks of line-level data: shift logs, downtime codes, and 340 observed changeovers. Measured overall equipment effectiveness settles at 71%, with a credible path to 80% over 18 months if changeover losses and minor stops are addressed. The VP Operations built the original case on 92% OEE - a figure already in the strategy paper circulated to the board and embedded in the CFO's covenant modelling. The CFO tells you that a lower number kills the project, and suggests you present 92% as management's hypothesis and move your measurement to an appendix. Your engagement letter makes draft reports subject to client review and approval before release. The CFO has also offered introductions to two other business units.

1. How do you structure the board paper?

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Make the disagreement visible and decidable, rather than smoothing it away.

Lead with the decision the board is being asked to make, then present the capacity case as a set of labelled scenarios, each with its own assumptions and its own economic answer. Three are enough: current measured performance (71%), a realistic improvement path (80% at 18 months, with the specific loss categories that get you there), and management's 92% target as an aspiration, clearly marked as unvalidated and with the conditions required to reach it. Show the return under each. If the project is still attractive at 80% and marginal at 71%, say so plainly - that is the most useful sentence in the paper.

Put your measurement in the body, not an appendix. It is the only empirically grounded input in the document, and burying it signals that the authors do not believe it. The appendix is for methodology, sample sizes and data limitations, which you should also state.

Name the divergence explicitly: the strategy paper contains 92%, and this paper does not support it. Boards tolerate disagreement between executives and advisers; they do not tolerate discovering it later. Send the CFO the draft two weeks early, in writing, with the scenario table, so the conversation happens before the boardroom.

2. The CFO says: remove your measurement, it is not audited data. How do you respond?

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Distinguish two things the client legitimately owns from one they do not.

Clients own the decision to release, the framing, and the commercial judgement about what to recommend. They do not own the alteration of measured findings attributed to you. Review and approval clauses cover release of a report; reading them as a licence to change findings misreads what an adviser is for, and a paper that carries your name while misstating your data is a misrepresentation regardless of who edited it.

On the auditing point, concede the true part: your data is operational measurement, not a financial statement audit, and the paper should say so with sample sizes, period, and known gaps. That is a limitation statement, not a reason to delete the number. Turning it into an appendix or a footnote achieves the same concealment with more plausible deniability, so refuse that too.

Offer the path that lets the CFO win the argument on the merits: if they believe 71% understates performance, ask for the evidence and test it. If the 92% reflects a different boundary - a single line rather than the whole plant - reconcile the definitions in the paper. That is a legitimate route to a higher number.

If the instruction stands, decline to present, and say in writing why.

3. Do you accept the introductions to the other two business units?

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Not while the current paper is unresolved, and only with the conflict made explicit afterwards.

On timing: accepting introductions in the same conversation where the CFO asked you to soften a finding creates an obvious inference - that your position is negotiable for future revenue. Even if it is not true, the appearance contaminates the current report and any later challenge to it. Defer, in writing, until the board paper is released.

On substance: follow-on work in other business units is not inherently a conflict. It becomes one when the same team advises the same executive on matters where your prior findings bear on your new conclusions, or when the fee dependency is large enough relative to your practice that independence is arguable. So before accepting, ask who the sponsor is, whether the work touches the same capacity decisions, and how the fee compares with your total revenue. Record the answers.

Then handle it properly: disclose the pipeline relationship to the sponsor of each new engagement, confirm who owns the relationship, and put in place the ordinary safeguards - separate engagement letters, separate teams where possible, and no sharing of the first engagement's confidential material without consent.

Declining outright is over-cautious and costs the client a useful adviser. Accepting in the same week is under-cautious. Sequence it.