Dr. Max — Engaged Target (M6)

Working draft · v0.4 methodology §8 instance · for internal VV use during pre-engagement (PE-2). Edit freely; lock and sign at M0.

Engagement type	Interim AI Transformation Partner (fractional, time-boxed, board-mandated)
Archetype	Elevation — Amplify an existing internal AI lead — capability exists but lacks authority, scope, or executional discipline. Partner extends, never replaces.
Engagement phase	M1-M6
Multi-market	Yes — §2.5 overlay applies
Regulatory profile	High · Track 5 floor at L4 (pharma + multi-market)

Glossary — terms used in this charter

Methodology vocabulary used throughout. Skim now or refer back as you read.

Term	Definition
Portfolio Council	Recurring forum (typically bi-weekly or monthly) where AI initiatives are reviewed, ranked, advanced, killed, or parked. The body that makes Heavy Gate 1 decisions. Track 1 (Pipeline) backbone.
AI Council	Central governance forum (typically monthly) where AI strategy, risk, vendor, and budget decisions converge. Track 3 (AI OS) backbone — the operating system that runs everything else.
Scale Decision Forum	Body that makes Heavy Gate 2 decisions (Pilot-Validated → Scaling). Different members + cadence from Portfolio Council because capex + operational change are at stake. CFO + COO + CRO must be present.
Heavy Gate 1	Formal Sponsorship → Pilot decision. The point where pilot capacity gets committed. Below it, cheap experiments. Above it, real resources allocated.
Heavy Gate 2	Formal Pilot-Validated → Scaling decision involving capex commit. Where AI investment becomes real money. Failure mode: pilots accumulate without crossing this gate.
4-Gate framework	VV-original early-phase evaluation framework: WHY → HOW → WHAT → WHERE/WHEN. Run at Scoped stage to test strategic fit, archetype, build feasibility, and timing before committing pilot resources.
BDN (Benefit Dependency Network)	Directed graph linking Drivers → Objectives → Benefits ← Changes ← Foundations (with Risk Constraints overlay). Methodology v0.4 §5. Three snapshot levels: Initiative-BDN, Portfolio-BDN, Strategy-BDN.
Initiative-BDN	BDN snapshot for one initiative. Versioned: v0 at Scoped, v1 at Pilot-Validated, v2/v3 in Realizing. The delta v3 − v0 is the organizational learning artifact.
Portfolio-BDN	Aggregate BDN across all active initiatives, with shared nodes merged. Quarterly cadence. Where critical-path detection (A2 analysis) and change-burden (A3) live.
Strategy-BDN	Highest-level BDN: board investment objectives → portfolio composition. Annual + on strategy events. Drives reallocation conversations.
Internal AI Lead (IAL)	Client-side counterpart to the Partner. Title varies (CAIO / Head of AI / VP AI / AI Director). Always elevated to senior + mandated by engagement end. For Dr Max: Kateřina Lesch.
Interim AI Transformation Partner	The fractional, time-boxed, board-mandated executive role VV provides. For Dr Max: Michal Lickó. ~6 months, ~25% FTE. Authority-backed, not advisory.
Day 0 / PE / M0 / M1-M6 / Advisory tail	Engagement phases. Day 0 = pre-engagement state captured but not contracted. PE = pre-engagement workstream (PE-1 to PE-5). M0 = configuration meeting where charter signs. M1-M6 = main 6-month engagement. Advisory tail = optional post-engagement support.
Track maturity index	Composite score across the 6 tracks at a given checkpoint. Q5 Partner KPI: monotonically increasing throughout engagement.
% stable-without-us	Per-track score 0-100 estimating how much the track would continue functioning if the Partner left tomorrow. Leading indicator of exit readiness. Target: ≥80% on Track 1, ≥70% on Track 2 by M6.
Healthy kill rate	Q5 Partner KPI. Target: ≥30% of initiatives killed before Pilot stage. Why: a too-low kill rate means Triage discipline is broken — bad ideas advancing.

Q1 — Mandate scope

Q1 defines the BOUNDARIES of the Partner role: how much of the organization, which functions, which markets. The methodology default for multi-market clients is "Methodology + standards central; execution market/function-led" — Partner sets the framework once, scales through delegation. Without Q1 clarity, the Partner accumulates scope without authority or runs into market-CEO turf.

Type: MethodologyCentralExecutionDistributed

Multi-market engagement (CZ/SK/PL/HU/RO/BG). Methodology + standards set centrally by Partner; markets execute within that frame. Default per §8.1 for multi-market groups.

Group-level decisions (Partner co-decides)

• 4-Gate framework + portfolio rules
• AI risk policies + EU AI Act conformity standard
• Platform standards (data, MLOps, vendor)
• Heavy Gate 2 (Pilot-Validated → Scaling)
• Group-level AI Council membership
• Annual AI envelope-setting (proposal)

Market-level decisions (local Lead decides; Partner sets standard)

• Local AI initiative kickoff (within group standards)
• Local market-specific PoC sponsorship
• Local regulatory engagement (within group framework)
• Local champion induction
• Per-market DPIA approval (under group template)

Q2 — Authority set

Q2 lists the AUTHORITIES the Partner needs to function. Each authority is Must / Nice-to-have / Out / Recused. Must-have authorities are non-negotiable — engagement cannot deliver without them. The negotiation conversation at M0 is mostly about Must-haves: which ones get formal grant, which get informal arrangement, which need to be earned over time.

17 must-have · 6 nice-to-have · 6 out of scope · 1 explicitly recused.

Must-have — engagement cannot deliver without

Each authority below has a what (the capability) and a why (what breaks without it). These are the items to defend at M0.

• L1-101 · Chair Portfolio Council
  What: Authority to chair the Portfolio Council — the recurring forum where AI initiatives are reviewed, ranked, advanced, killed, or parked.
  Why it matters: Without chair authority, decisions stall or get re-litigated by whoever shows up. Partner needs to set agenda, drive cadence, force calls.
• L1-102 · Chair Scale Decision Forum
  What: Authority to chair the Scale Decision Forum — the body that makes Heavy Gate 2 (Pilot-Validated → Scaling) decisions involving capex commits.
  Why it matters: Scaling decisions involve real money and operational change. Chair authority means Partner controls when a decision is made and what evidence is required.
• L1-103 · Stand up AI Council
  What: Authority to stand up the AI Council — the central governance forum where AI strategy, risk, vendor, and budget decisions converge.
  Why it matters: Without an AI Council, AI decisions get scattered across IT, finance, marketing, etc. with no integrated view. The Council is the operating backbone (Track 3).
• L1-104 · Mandate attendance for named roles
  What: Authority to mandate attendance for named roles in AI Council, Portfolio Council, Scale Decision Forum.
  Why it matters: Optional attendance = no decisions. Mandated attendance for CFO/CIO/CRO/CHRO means real cross-functional governance, not theatre.
• L1-106 · Kill/park initiative at any gate
  What: Authority to kill or park an AI initiative at any gate — pre-Sponsorship, Pilot, or Scaling.
  Why it matters: Without explicit kill authority, weak initiatives accumulate, drain resources, and undermine the portfolio. R5 (Triage) requires real kill discipline.
• L1-107 · Approve Pilot advancement (Gate 1)
  What: Authority to approve advancement to Pilot stage at Heavy Gate 1 (Validated → InPilot).
  Why it matters: Heavy Gate 1 is where capacity gets committed. Partner co-decides which validated initiatives actually deserve pilot resources vs which should park.
• L1-108 · Approve Scale advancement (Gate 2)
  What: Authority to approve advancement to Scaling at Heavy Gate 2 (Pilot-Validated → Scaling) — the point where capex flows.
  Why it matters: Scale decisions commit real capital. Without Partner authority, scale becomes political (loudest sponsor wins) instead of evidence-based.
• L1-110 · Board pack access + agenda submission
  What: Authority to receive board packs and submit AI items to board agenda.
  Why it matters: AI strategy decisions happen at board level. Without board access, Partner can't influence strategic direction or sponsor literacy.
• L1-111 · Finance data access
  What: Authority to access finance data — actuals, plans, capex pipeline, P&L by business unit.
  Why it matters: Track 6 (Value & Reporting) Level 3+ requires P&L linkage. Without finance data, benefits framework is decoupled from reality.
• L1-112 · All initiative + system inventory access
  What: Authority to inventory all AI/data initiatives + supporting systems across the organization.
  Why it matters: Without inventory, AI work fragments — duplicate efforts, vendor sprawl, compliance gaps. M2 obstacle profile depends on this.
• L1-113 · Right to interview anyone (incl. cross-market)
  What: Authority to interview anyone in the organization (cross-market, cross-function) without permission gating.
  Why it matters: Engagement diagnosis requires direct access to people — frontline, Initiative Leads, sponsors, peers. Permission-gated access slows everything to a crawl.
• L1-116 · Co-design Internal AI Lead role
  What: Authority to co-design the Internal AI Lead role — JD, scope, reporting line, target compensation.
  Why it matters: Successor-building from Day 1 (design invariant #3) requires the Lead's role be designed properly. Co-design ensures it isn't just bolted onto an existing role.
• L1-117 · Veto on succession candidate
  What: Authority to veto succession candidates for the Internal AI Lead seat.
  Why it matters: Wrong-fit Lead is a Realignment situation. Partner needs the ability to block a bad hire before it happens.
• L1-121 · Discretionary experiment budget
  What: Authority over a discretionary experiment budget (typically €50–250K) for cheap pilots without full Heavy Gate 1.
  Why it matters: Two-phase pipeline (Track 1) split requires the early phase be high-throughput + cheap. Discretionary budget enables fast experiments without governance theatre.
• L1-124 · Veto: risk-policy violations
  What: Authority to veto initiatives violating risk-policy classification (high-risk without controls).
  Why it matters: Pharma + EU AI Act = real consequences for compliance gaps. Risk classification gates Track 1; veto enforces it.
• L1-125 · Veto: pilot kickoff w/o sponsor + Lead
  What: Authority to veto Pilot kickoff without a named D2 sponsor + B-path Initiative Lead in place.
  Why it matters: J3 (sponsor pairing) is gating per Track 2. Pilots without sponsors are the #1 way to waste pilot budget. Hard veto.
• L1-129 · Direct board access on AI
  What: Direct authority to communicate with the board on AI matters (no IT/CIO gating).
  Why it matters: Board literacy + sponsor coaching require direct access. Mediated communication dilutes the message and creates gatekeeper dynamics.

Nice-to-have — negotiation upside

Helpful but not invariant-breaking. Trade-able at M0; pursue informally if not granted formally.

• L1-105 · Stand up cross-functional joint forums
  What: Authority to stand up cross-functional joint forums (e.g., AI ↔ Risk, AI ↔ Finance, AI ↔ Procurement).
  Why it matters: Coupled tracks (Track 3 ↔ Track 5, Track 6 ↔ Track 3) require dedicated joint forums. Without them, integration discussions never happen.
• L1-109 · Approve archetype designation
  What: Authority to approve archetype designation per initiative (Automate / Predict / Personalize / Generate / Agentic).
  Why it matters: Archetype determines failure mode, evaluation criteria, and risk profile. Wrong archetype = wrong evaluation.
• L1-114 · Vendor contracts access
  What: Authority to access vendor contracts (AI vendors + AI-relevant infra).
  Why it matters: Vendor stack governance (avoiding Vendor Stack Fragmentation O-005) requires seeing the actual contracts — terms, exclusivity, exit clauses.
• L1-118 · Approve AI function hires
  What: Authority to approve AI function specialist hires (data eng, MLOps, ML engineers, AI ethicists).
  Why it matters: Specialist quality bounds Track 1 throughput. Bad specialist hires take 6-12 months to remediate.
• L1-126 · Veto: vendor selection
  What: Authority to veto vendor selection (or co-decide with procurement).
  Why it matters: Vendor lock-in is a 5-year decision. Partner ensures portfolio coherence + avoids Vendor Stack Fragmentation.
• L1-130 · Speak to regulators on AI
  What: Authority to speak to regulators on AI matters (or accompany Legal/CRO).
  Why it matters: Regulator engagement is now AI-specific (EU AI Act, sectoral). Partner often has the deepest AI context; regulator wants to talk to who actually knows.

Out of scope

Explicitly NOT requested. Listed so the exclusion is documented in the charter.

• L1-115 · PII access
  What: Authority to access PII (personally identifiable information).
  Why it matters: Usually NOT needed and often denied. Listed as out-of-scope per client policy. Partner works through DPO + data leads instead.
• L1-119 · Hire/fire outside AI function
  What: Authority to hire/fire outside the AI function.
  Why it matters: OUT OF SCOPE — Partner is not the org's general HR authority. Stays out to maintain clean role boundaries.
• L1-120 · Reorg existing functions
  What: Authority to reorganize existing functions.
  Why it matters: OUT OF SCOPE — too disruptive, too political, not Partner's mandate. Reorgs follow from AI maturity, not lead the engagement.
• L1-127 · Veto: non-AI tech
  What: Authority to veto non-AI tech choices.
  Why it matters: OUT OF SCOPE — Partner is the AI authority, not the IT authority. Veto on adjacent tech overstreaches the role.
• L1-128 · Veto: company strategy
  What: Authority to veto company strategic decisions.
  Why it matters: OUT OF SCOPE — strategic direction belongs to CEO + board. Partner influences strategy on AI matters; doesn't override.
• L1-131 · External media
  What: Authority to represent the organization in external media on AI matters.
  Why it matters: OUT OF SCOPE — external comms is CEO/CMO domain. Partner is internal-facing.

Explicitly recused

• L1-132 — Approve VV scope expansion (commercial conflict; recused per §1.3 invariant #5 and §8.7)

Q3 — Decision rights

Q3 maps DECISIONS the engagement touches to one of four rights: Decide / Propose / Recommend / Recused. This prevents the most common failure mode — Partner thinks they decide, client thinks Partner only advises, decision falls through. Explicit naming up front avoids 6 months of role ambiguity.

Q4 — Escalation mechanisms (bidirectional per R21)

Q4 codifies ESCALATION paths in BOTH directions (per design rule R21). Upward = Partner escalates client-side blockers. Reverse = client can escalate Partner conduct or decisions. The reverse direction is what prevents the Partner from accumulating unchecked influence over time. Without it, the Partner becomes another expensive advisor with no governance.

Upward (Partner escalates up)

Level	Who	When	Cadence
L0	Initiative team	Initiative-level blockers	Continuous
L1	AI Council	Cross-initiative or cross-function blockers	Bi-weekly
L2	Exec sponsor + CEO (Leonardo Ferrandino)	Authority denied; gate criteria slipping; risk-policy breach	On-trigger (5 BD SLA)
L3	Board chair	Engagement integrity at risk; Partner-CEO disagreement on critical decision	On-trigger (rare)

Reverse — escalation AGAINST the Partner (R21)

Initiator	Path	When
Internal AI Lead (Kateřina Lesch)	→ Engagement sponsor → CEO	Partner conduct concern; Partner overstepping role; coaching quality issue
Engagement sponsor	→ CEO → Board chair	Partner conduct or commercial concern
Any exec	→ Engagement sponsor	Cross-function impact concern
Board chair	→ CEO	Strategic-direction concern

Recusal protocol: Partner cannot adjudicate any decision involving VV commercial scope. Recusal declared in writing within 5 business days; client commercial counterpart owns the decision.

Q5 — Partner KPIs (operating-quality measures)

Q5 names the OPERATING-QUALITY KPIs the Partner is measured by — distinct from engagement outcome KPIs (which are Q6 exit criteria). Q5 = "is the Partner doing the work well?" reviewed monthly. Q6 = "did the engagement deliver?" reviewed at M6.

KPI	Cadence	Target	Source
Track maturity index (composite of 6 tracks)	4-weekly	Monotonically increasing	Velocity checkpoint (platform)
% stable-without-us per track	4-weekly	Trending toward exit thresholds	Velocity checkpoint
Pipeline depth (initiatives in each Track 1 stage)	4-weekly	Stage 4–5 ≥ 2× Stage 6 capacity	Track 1 dashboard
Heavy-gate decision velocity	Monthly	Decisions made within 1 cycle of readiness	Heavy-gate logs
Healthy kill rate	Monthly	≥ 30% of initiatives killed before Pilot stage	Track 1 dashboard
Sponsor coverage on active pilots	Continuous	100% of pilots have D2 sponsor	J3 audit
Risk-classified initiatives	Continuous	100% of Scoped+ have Track 5 classification	Risk register
Decision register completeness	Weekly	≥ 95% of named decisions logged within 5 BD	Decision register audit

Q6 — Exit criteria scorecard

Q6 is the EXIT criteria scorecard — what "done" looks like, agreed upfront. 8 hard criteria (all must be met) + 5 soft (target). Hard criteria gate engagement closure; soft criteria inform partial bonus payouts. Locked at M0 — non-negotiable thereafter.

Hard criteria (8) — all must be met

• ○ EX-H-1 — Internal AI Lead (Kateřina) in confirmed seat with full mandate
• ○ EX-H-2 — AI Council operating ≥ 2 cycles autonomously (Track 3 ≥ Level 5)
• ○ EX-H-3 — One full Heavy Gate cycle without Partner intervention
• ○ EX-H-4 — Risk & Compliance ≥ Level 4 (High regulatory profile + multi-market floor); live monitoring evidence ≥ 1 quarter
• ○ EX-H-5 — Track 6 ≥ Level 3 (P&L-linked) — requires Track 3 Level 4 first per §6 coupling
• ○ EX-H-6 — Internal AI Lead self-rates readiness ≥ 7/10
• ○ EX-H-7 — Board has held ≥ 2 board-grade reviews
• ○ EX-H-8 — Engagement Charter handover pack delivered + signed

Soft criteria (5) — target

• ○ EX-S-1 — Pipeline at healthy depth (Stage 4–5 stocks adequate)
• ○ EX-S-2 — ≥ 2 initiatives in BAU with measured benefits
• ○ EX-S-3 — Champion stock ≥ pilot demand
• ○ EX-S-4 — Value Chain Coverage ≥ Level 3 (group-level; per-market Level 1–2 acceptable)
• ○ EX-S-5 — Track maturity index above floor on every track

Multi-market floor rule: highest-profile market sets the regulatory exit floor — cannot exit below the strictest market's requirements.

Q7 — Commercial interface

Q7 defines the COMMERCIAL interface — how VV gets paid AND how the Partner stays clean of commercial conflict. Three layers (retainer + delivery + specialists) keep invoice trails independent. Pre-engagement workstream is chargeable separately (it's real consulting work). T3 exit bonus + T4 benefits-realization tail align long-term incentives. Recusal protocol on VV scope expansions.

Pre-engagement workstream (PE-1 to PE-5)

Pre-engagement workstream (PE-1 to PE-5) converts a verbal commitment into a signed Engagement Charter. Chargeable separately because it IS consulting work — interviews, diagnosis, charter drafting — and acts as a quality gate (clients unwilling to fund pre-engagement signal the engagement isn't ready).

• Chargeable separately from main engagement retainer
• Duration: 6–8 weeks
• Allocation: ~35% Partner FTE
• Indicative total: €35,000

T1 — Partner day-rate (predictable retained base)

Partner day-rate retainer. Predictable monthly invoice for fractional Partner time (~25% FTE). Sponsor side: CEO. This is the "Partner is in the room" time — board prep, sponsor 1:1s, AI Council chairing, mentorship of Internal AI Lead.

• Rate: €2,000/day
• Allocation: 25% FTE (5 days/month)
• Monthly: €10,000
• 6-month total: €60,000
• Sponsor: CEO (Leonardo Ferrandino) / engagement sponsor

T2 — Delivery layer (workshops + IP transfer + analyses)

VV delivery layer — workshops, methodology IP transfer, analysis pieces, PoC support, training. Scoped + invoiced separately from the retainer to keep trails clean. Includes a scope ladder (must-have / should-have / nice-to-have) so renegotiation has structure.

• Workshop rate: €2,400/day
• Indicative envelope: €60,000–€120,000
• Scope ladder: Must-have: workshops with Kateřina + C-suite, AI Act conformity scoping, BDN sessions per market. Should-have: PoC support, decision register stand-up, training. Nice-to-have: advanced analytics, vendor evaluation, deeper coaching. Capped at €120K; scope re-negotiated if exceeded.

T3 — Specialist contractors (on-demand)

Specialist contractors (data eng, MLOps, legal review, change management). On-demand. Either client-paid directly or VV pass-through with transparent markup. Routes through procurement, not Partner.

• Data eng, MLOps, legal review, change management — on-demand
• Routing: client-paid OR VV pass-through (transparent markup)

Exit-criteria bonus + benefits-realisation tail

Exit-criteria bonus (M6) and benefits-realization tail (M+6, M+12). Aligns long-term incentives. Exit bonus is independently observable from platform state. Benefits tail requires measurement plumbing operational by M3 — pre-condition.

• Exit bonus (M6): €40,000 target, weighted partial payout per Q6 criteria
• Benefits package 1 (M+6 months): €37,500 (locked at M2)
• Benefits package 2 (M+12 months): €50,000 (locked at M2)

Recusal protocol

Partner cannot approve VV scope expansion. Within 5 business days of any potential commercial conflict, Partner declares recusal in writing. Adjudicated by CFO (Thomas Bornemann) — owns VV commercial decisions when Partner is recused.

Q8 — Peer interfaces

Q8 defines PEER INTERFACES — how the Partner interacts with each C-suite peer function. Each interface has owned issues + conflict-prone areas pre-empted at M0. Multi-market engagements expand Q8 per market (each market has its own CEO, DPO, etc.).

10 group-level + 3 per-market peer interfaces. Per §2.5, multi-market engagements expand peer interfaces per market.

Group-level peer interfaces

Role	Pattern	Owns	Conflict-prone
CEO	Sponsor; engagement integrity owner	Mandate Authority denials Exec coaching	If CEO is also primary sponsor, recusal protocol critical (no overlap with Q7 commercial decisions)
CFO	Co-decider on benefits, capex, business cases. Adjudicates VV commercial when Partner recused.	Track 6 (Value & Reporting) Heavy Gate 2 capex Advisory-tail commercial VV scope decisions when Partner recused	Attribution disputes on benefits
CIO	Peer; tech-platform partnership; likely reporting line for IAL (Kateřina)	Tooling integration MLOps Security overlap IAL reporting line	Vendor selection overlap Non-AI tech veto-overlap
CRO/CISO	Co-owner of Track 5 (Risk & Compliance). Distributed at Dr Max — pharmacovigilance / QM / DPO / ESG / Supervisory Board.	Risk classification AI Act compliance Incident response	Pace of policy rollout vs. pace of pilots
CMCO	Peer; potential AI sponsor for customer-facing initiatives (Benefit Card, e-shop, marketplace)	Customer data Loyalty data foundation (5b) Personalization use cases	Privacy vs. personalization tradeoffs
CSCO	Peer; ALREADY AI-active (VusionGroup, Geek+, Rinkai, dark warehouse). Senior champion role.	Supply chain AI Multi-market store digitalization Existing vendor relationships	Existing vendor commitments vs group-level vendor portfolio governance
HeadM&A	Peer; continuous M&A pipeline (Žalfija + ongoing). Post-acquisition AI integration relevant.	M&A AI integration template (L3-330)	Post-acquisition autonomy vs group standardization
DPO (group-level)	Co-owner of data privacy posture; convenes multi-DPO Council with Internal AI Lead	Multi-DPO coordination protocol (M-DPO mechanism) Cross-border transfers Common DPIA template	Cross-border or multi-jurisdiction conflicts
PE Operating Partner (Penta)	Stakeholder; Heavy Gate 2 counterparty for capex commits. UNKNOWN identity — open question.	Capex sign-off above threshold Strategic alignment with Penta thesis	Speed vs governance tradeoffs typical of PE
Board chair	Escalation L3; board literacy partner	Board AI literacy Sponsorship coaching	When CEO ↔ board chair disagree

Per-market peer interfaces (multi-market overlay)

Role	Market	Pattern	Owns
DPO (per-market)	CZ	Co-owner of data privacy posture for CZ market — likely lead DPO given Dr Max group HQ	CZ DPIA approvals Czech ÚOOÚ engagement
DPO (per-market)	SK	Co-owner of data privacy posture for SK market	SK DPIA approvals Slovak ÚOOÚ engagement
DPO (per-market)	PL	Co-owner of data privacy posture for PL market	PL DPIA approvals Polish UODO engagement

Track baselines (per Methodology v0.4 §10 (Dr Max application read))

Methodology's application read for this engagement. At PE-3 the current state IS the typical baseline — comparing against generic week-12-typical would mis-fire.

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Sign-off

Role	Name	Signature	Date
Engagement sponsor (CEO)	Leonardo Ferrandino	______________	______________
Internal AI Lead	Kateřina Lesch	______________	______________
Interim CAIO (Partner)	Michal Lickó	______________	______________
VV (entity)	______________	______________	______________