Career

HR M&A Playbook: A Critical Tool to Drive Deal Value

19 September, 2019
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"Addressing human capital risk early and in a clear and methodical way is fundamental to driving deal value in M&A transactions."

Addressing human capital risk early and in a clear and methodical way is fundamental to driving deal value in M&A transactions. Prime examples of people risks that can severely undermine deals and destroy value are poorly executed integrations, failure to consider culture and organizational fit, inability to retain top talent, and lack of clarity in employee communications.

High-performing HR M&A teams combat these common risks by developing an HR M&A playbook that establishes a common approach to initiating and managing transactions.

While every team’s HR M&A playbook is different, there are key elements that should exist in all playbooks.

First, the playbook must be a practical, how-to guide. HR M&A playbooks have traditionally served as a comprehensive encyclopedia, complete with process maps for each HR workstream and every possible deal scenario.

While these playbooks have great content, when a deal comes in, the HR team has a difficult time using them, and as a result, the playbooks are often thrown to the side. In order for a playbook to be effective, it must be used. Your HR M&A playbook must provide enough guidance for the HR team to do their job effectively while avoiding information overload. The HR team must also be able to adapt the playbook for any deal scenario. It’s a difficult balance to strike.

Second, the playbook must define HR’s role throughout the deal life cycle. To maximize deal value, HR must operate as a strategic partner and be able to clearly articulate where they fit in the deal context and how their involvement mitigates risk and achieves deal objectives. A well-defined playbook helps both new and experienced members of the HR deal team understand the role they play, and enables them to quickly start working through deal-specific issues.

Clearly delineated tasks and established decision-making parameters also inspire confidence in team members and ensure HR alignment with other business teams, including finance, legal and IT. Throughout the transaction, structured collaboration across the organization is vital to prevent teams from making crucial decisions in isolation.

In this environment, HR can execute faster and immediately add value to the deal — which is the ultimate goal.

Third, the playbook must include due diligence. All too often HR is engaged on the deal just before or at close, which prevents them from conducting thorough due diligence. This is compounded by today’s sellers’ market, where buyers face shortened due diligence periods and, increasingly, a lack of data from the seller.

By not engaging HR early, companies are taking on unnecessary risk that could materially impact the deal price, integration strategy and timelines and could even result in a “no-go” decision or diminished synergies. Common HR issues uncovered during due diligence include Change-In-Control triggers in executive agreements, high-cost severance commitments, retention risks, significant cultural gaps, underfunded defined benefit pensions, and compensation and employee benefit plan compliance issues.

An effective M&A playbook not only includes due diligence tools to ensure the right data is requested and red flags are identified quickly, but also builds the business case for why Corporate Development should engage HR early on.

Fourth, the playbook should outline your preferred integration approach. While every deal is different and exceptions are common, it is important to align with your HR and business leadership team on your preferred integration approach (or different approaches for common deal types) upfront. As part of this process, you agree on the ideal integration outcomes by workstream; understand the timing, budget and resource requirements to adopt this approach; and establish an approval process for exceptions or deviations.

With your approach outlined, when a deal comes in, you have a starting point, can quickly review each workstream, determine if the deal thesis requires an exception and, if so, follow the established approval process to obtain the exception, and move forward with execution. This will significantly accelerate the deal execution and contribute to the synergy realization. The integration strategy must be designed to achieve the results articulated in the deal thesis. While the M&A vision often belongs to the CEO, HR owns the execution from a people perspective.

Your preferred HR integration approach should be rooted in your business strategy and address all people-related aspects of the deal. Your integration approach should be set up to achieve:

·  A clearly articulated go-forward operating model and organization structure

·  Consistently defined roles, responsibilities and decision rights

·  A company culture that supports go-forward business objectives

·  A plan to identify and retain critical talent

·  A plan to objectively identify roles and individuals for release (as needed)

·  A rewards structure aligned with business priorities

·  A unified and consistent communications plan to socialize changes across departments

·  Resources to support cross-training and employee acclimation

·  Continuity of fundamental HR functions, such as payroll and benefits administration

Fifth, your playbook should include project management tools. Project management throughout the M&A transaction is vital. Setting milestones and success metrics, documenting key activities, and ensuring their timely completion are required to meet pre- and post-acquisition financial goals.

Robust activity list templates are a central component of any playbook. These tools offer a starting point for each HR workstream to develop a comprehensive project plan guided by the company’s particular deal outcomes. These tools can be leveraged to ensure key steps are taken and to track results achieved along the way, such as early synergy savings.

An agile playbook is ever-evolving. At the end of each deal, it is incumbent upon the HR Project Management Office to conduct a postmortem and incorporate any new best practice learnings into the playbook.

Last, a playbook is only as good as the team implementing it, so it is critical to spend the time upfront training the HR team on how to use the playbook and when it makes sense to enlist external advisors to supplement the team to address specific M&A issues.

A well-executed M&A transaction keeps your most valuable asset — people — at the center. Given the significant people risks associated with deals, HR M&A readiness is a business imperative, and that begins with the ability to inform and orchestrate value-driven change.

Anticipating deals, preparing for them early, building internal systems and leaning on external expertise equip the HR team to be a valued member of the deal team.

By investing in an agile M&A playbook, companies can position their HR team to effectively support the business in all future transactions, engage the workforce and help deliver business results for both the short and long term.

For further information, visit our M&A website at http://www.mercer.com/mergers-acquisitions

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Global Banking & Finance Review, 26 Sep. 2018, https://www.globalbankingandfinance.com/global-blockchain-technology-market-in-the-agriculture-sector-2018-2022-market-to-grow-at-a-cagr-of-56-4-with-agriledger-full-profile-ibm-microsoft-ripe-technology-te-food-dominating-rese/.

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"Whole-of-society effort drives technology development in China," Global Times, 25 Jun. 2019, http://www.globaltimes.cn/content/1155732.shtml. 2. Fintech News Hong Kong. "ZhongAn Technology Launches AI-Powered Data Platform for China's Insurance Industry," Fintech News, 14 Aug. 2018, http://fintechnews.hk/6308/insurtech/zhongan-technology-saas-insurance-data/. 3. China Lending Corporation. "China Lending Forges Strategic Partnership with Rui Xin Insurance Technology to Develop Online Financial Services Platform," PR Newswire, 15 Jul. 2019, https://www.prnewswire.com/news-releases/china-lending-forges-strategic-partnership-with-rui-xin-insurance-technology-to-develop-online-financial-services-platform-300884622.html. 4. Greeven, Mark J; Yip, George S. and Wei, Wei. "Understanding China's Next Wave of Innovation," MIT Sloan Management Review, 7 Feb. 2019, https://sloanreview.mit.edu/article/understanding-chinas-next-wave-of-innovation/. 5. Nheu, Christopher. "The Secret Behind How Chinese Startups are Winning," Startup Grind, 1 May 2018, https://medium.com/startup-grind/the-secret-behind-how-chinese-startups-are-winning-44876b196626. 6. Zhu, Hengyuan and Euchner, Jim. "The Evolution of China's Innovation Capability," Research-Technology Management, 10 May 2018, http://china.enrichcentres.eu/sharedResources/users/4807/The%20Evolution%20of%20China%20s%20Innovation%20Capability.pdf. 7. Liao, Rita. "China's startup ecosystem is hitting back at demand-working hours," TechCrunch, Apr. 2019, https://techcrunch.com/2019/04/12/china-996/.

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Still, if not done well, remote working can exacerbate challenges with inclusion, accessibility and emotional support. Some simple tips for staying connected in times of social distancing can help: Inclusive teaming when working remotely requires effort. To make sure every team member’s voice is heard, communicate expectations and agendas in advance, encourage people to be visible on the call, ask people to come with comments/questions, and set up discussions by hangouts and chats in between calls. Pre-brief senior people in your team to be vocal and embracing. Create an informal climate up front with small talk. Remote calls require a redesign of the meeting. As a rule of thumb, halve the time you would allocate for a face-to-face meeting for a call where people are dialing in. Leverage pre-reading to ensure those who are more introverted or reflective feel ready to contribute. Small group preparation and post group actions are vital to building team spirit. Establish new rituals.   Take time to address the emotional, not just the practical. Take a few minutes at the start and end of a call to find out how everyone is feeling. Pulse-checking questions people can type responses to in a chat function (e.g. “Use one word on how you feel about what we’ve just shared”) can be a great way to take a temperature check. Communicate that managers are still accessible by phone, even if not in person. Use old and new technology (phones as well as video conferencing services) to stay personal, especially with workers not used to working remotely. Don’t let email (and even chat) be the only way you communicate. The volume can become deafening if not managed. Leverage community sites and project boards to train people in how best to stay connected. In our study, 22% of employees believe that some necessary human interactions have been lost, so finding ways to inject warmth and a bit fun into exchanges is a good idea.   The social distancing required in response to COVID-19 has, rightly, got many companies reexamining their digital work experience. Forty-seven percent of executives are concerned about employees’ digital experience — or the energy-sapping nature of not having it. Nearly half of employees believe there is room to improve on digital transformation: 20% of employees today say HR processes are complex, and a further 29% say they have been simplified but still have a long way to go. In the longer term, it will be valuable to revisit the company’s EVP and interrogate how technology-enabled HR processes are today and how capable working tools are with coping with mass remote services. Intermediaries such as ServiceNow, Mercer’s Mobility Management Platform and digital outplacement solutions can help. How we care is how we win   Employees are understandably concerned about the health of their families and communities and organizations are quite rightly putting the health of their people first (their #1 workforce concern this year). But financial market volatility, and the impact on individuals’ jobs is a mounting concern that is weighing on people’s minds. Meanwhile, businesses are examining whether their practices are agile enough to withstand unpredictable events such as COVID-19, if they are resilient enough to sustain themselves through this period of hardship, and innovative enough to stimulate demand afterwards. We’re being challenged to do things differently — in companies big and small, on new platforms and with new technology, and we see emerging new ways of caring for one another. And in their wake we will not go back to how we operated before. Necessity breeds innovation. We are on the cusp of new ways of working and living that, if executed well, will build a bright future.

Dr. Sebastian Fuchs | 26 Mar 2020

Everyone’s job has, in some form or another, a job title. Be it a Brick-layer, Accountant or CEO. The common understanding is that the job title depicts the respective job and its roles and responsibilities. Our work with different clients of different sizes, with different structures, maturity levels, and in different economic and cultural environments, however, suggests that there is much more heterogeneity in job titles than one would suspect. In one organization, for example, an Accountant is called ‘Financial Advisor’ whereas in another organization, s/he is called ‘Finance Officer’. In Mercer’s 2019 Global Total Remuneration Survey, on a sample of 182 organizations based in the United Arab Emirates, as an example, the Mercer Job Library position ‘Accountant–Experienced Professional’ is tagged against more than 180 different job titles. This suggest that more than 99% of organizations included in the data set label this type of job in a unique, idiosyncratic manner. In a similar vein, Mercer’s 2019 data from Australia shows more than 360 different job titles across 313 organizations. A similar report for India from 2019 shows over 520 different job titles across 360 organizations for this type of job. In Brazil, Russia and the UK, the same analyses produced very similar results. This means, to be specific, that similar jobs even in the same organization are often labeled in a heterogeneous, unconcerted way. Problems associated with purposeless job titling   While the Accountant example provides some insight into the actual responsibilities of the role, we often see organizations labelling jobs in less meaningful, purposeless ways. For instance, we find job titles such as ‘Senior Supervisor Financial Accountant’, ‘Business Analyst’, ‘Finance Executive’ or, more recently, creative titles such as ‘Accounting Guru’, ‘Accounting Ninja’ or ‘Accounting Rockstar’ in this area of organizational life. In our view, this creates five key issues: 1.   In markets that are suffering from employee disengagement, the rise of passive job seekers and a growing appeal of self-employment and entrepreneurship[1], a job opening with an inaccurate job title faces two key problems. Firstly, the job applicants may be over or under qualified for the position at hand and, secondly, potentially suitable applicants may not apply as they believe the job is not a good match. 2.   Breaches of the psychological contract between employees and their employer may occur. To be precise, “the psychological contract encompasses the actions employees believe are 1.      expected of them and what response they expect in return from the employer”[1]. To this end, a purposeless job title may provide an inaccurate view on the actual roles and responsibilities to be performed by the new joiner. For instance, a ‘Financial Advisor’ may execute on the classical accounting tasks, such as processing accounts receivable and payable, but the job title, however, indicates that the job holder would spend some time interacting with stakeholders and provide advice on financial matters. The lack of defined possibilities to engage in such activities may constitute a psychological contract breach, leading to cynicism towards the organization, turnover, job dissatisfaction, reduced commitment and an overall decrease in performance. 3.   Another important issue to consider is an employees’ propensity to boost their current job title. This is linked to two mechanisms. Firstly, boosting one’s job title ultimately serves to enhance one’s status and self-identity[1]. Secondly, an enhanced job title is likely to attract attention on the external job market. 4.   Perceptions of fairness may decrease due to inconsistently labelled jobs. For instance, a job may be called ‘Finance Lead’ that is, in terms of roles and responsibilities as well as qualifications required, very similar to a ‘Head of Finance’. For most people, a ‘Head of Finance’ is classified as a higher ranked job despite both jobs being very similar in nature and potentially having the same job grade. This can create perceptions of injustice leading to employee turnover, lower levels of extra-role behavior and greater levels of withdrawal, deviant and retaliatory behaviors[2]. 5.   Purposeless job titles may also be detrimental for internal and external communications. Internally, there might be a certain degree of ambiguity to what the hierarchy level of a an incumbent is and consequently how messages should be phrased. Externally, purposeless job titles may further lead to misunderstandings in terms of authority levels and responsibilities an employee holds. Reasons for purposeless job titling   The reasons for these five issues are manifold. First and foremost, only few organizations seem to have adhered to a coherent, up-to-date and intuitive job titling framework. In fact, in many organizations job titling is either left to the line manager or, in some cases, left to the job incumbent. This, by definition, is likely to create a certain degree of heterogeneity among job titles. In addition to that, even in leading organization, there is often no clear, well-defined organizational process in place to govern this element of organizational life. We advocate, and outline in greater detail below, that there should be a process in place including clear roles and responsibilities in terms of who sets and ultimately approves the titles of jobs. We also see that organizations often seek to develop job titles that adhere to the specific cultural contexts in which they operate. This, as a consequence, also adds to a certain degree of incoherence in job titling. Lastly, the high degree of change to which many organizations across the globe are exposed to, also contributes to incoherent job titles. To be specific, when organizations adopt new structures and amend roles and responsibilities of their jobs, job titling should also be considered. However, for many organizations this is an issue of limited importance of the time of restructuring so this tends to get neglected. As a consequence, especially with numerous rounds of re-structuring, a heterogeneous, incoherent landscape of job titles is likely to emerge. Conducting purposeful job titling   The above-mentioned observations raise the question of how organizations can move forward to actually create purposeful job titles. Meaningful or purposeful job titles usually consists of two key elements. Firstly, purposeful job titling should indicate the actual function and with this associated roles and responsibilities the job incumbent is tasked with. If an employee in Finance is responsible for maintaining the Finance IT systems, then the job title should indicate that this employee looks after IT for Finance, as opposed to more generic IT activities. Secondly, a purposeful job title also indicates the hierarchical level, or, to be more specific, should hold reference to the actual job grade the job has been mapped onto. In our work across the globe, we see a certain degree of inconsistency and incoherence in this respect. Frequently, strict hierarchical levels are used to create job titles, even though the job evaluation may not indicate such job titling. For instance, the responsible job incumbent for managing financials in a country managing set-up of a small to medium sized enterprise owned by a multinational corporation may be called ‘Chief Finance Officer’. This job title indicates a fairly senior position. In reality, however, such a job more closely resembles the activities of a ‘Financial Accountant’ or a ‘Finance Manager’. Such discrepancies between the actual roles and responsibilities of a job and its titling typically become clear when job evaluations are performed. As such, we advocate a certain adherence to job grades when it comes to job titling in order to derive purposeful job titles. In Figure 1, we outline how an approach to purposeful job titling could look like. It indicates the main components of a job title, i.e. (a) what the job’s hierarchical level in the organization is, (b) its function or area of expertise, (c) to what organizational unit the job belongs, and (d) what the actual scope of responsibility of the job is. For instance, a ‘Senior Vice President Finance EMEIA’ uses the elements A, B and D of the framework. Element C, the organizational unit, in this case is not required. For professional jobs, as another example, an ‘Advisor Finance Downstream Abu Dhabi’ would have all elements in her or his job title. This way, the same protocol and nomenclature for different job titles is applied universally across the organization, and thereby meets the requirements of purposeful job titling set out above.                           Figure 1: Mercer’s Purposeful Job Titling Framework In addition to adopting such a framework, organizations should consider who owns and governs job titling. The governing department should make sure that there are employees who have ownership of this process, and that no job requisition and its related activities as well as any internal re-structuring fails to comply with the framework. This way, purposeful job titling gets embedded and institutionalized in the organization. Sources: 1. 2017, ‘The talent delusion: why data, not intuition, is the key to unlocking human potential’, Tomas Chamorro-Premuzic, Piatkus. 2. 1994, ‘Human resource practices: administrative contract makers’, Denise M. Rousseau and Martin M. Greller, Human Resource Management, 33-3, page 386. 3. 2005, ‘Understanding psychological contracts at work: a critical evaluation of theory and research, Neil Conway and Rob B. Briner, Oxford University Press. 4. Ibid. 5. For an interesting review see: 2019, ‘The five pillars of self-enhancement and self-protection’, in the Oxford handbook of human motivation, Constantine Sedikides and Mark D. Alicke. 6. For a good overview please refer to: 2001, ‘The role of justice in organizations: a meta-analysis’, Yochi Cohen-Charash and Paul E. Spector, Organizational Behavior and Human Decision Processes, 86-2.

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