M&A2. Copies and Copyright
As always, members are welcome to an unlimited number of copies of the materials contained within this handout. Furthermore,
members may copy any graphic herein for their own internal purpose. The Corporate Executive Board requests only that members
retain the copyright mark on all pages produced. Please call the Library at +1-202-777-5921 for any help we may provide.
The pages herein are the property of the Corporate Executive Board. Beyond the membership, no copyrighted materials of the
Corporate Executive Board may be reproduced without prior approval.
Legal Caveat
The HR Executive Forum has worked to ensure the accuracy of the information it provides to its members. This report relies upon
data obtained from many sources, however, and the HR Executive Forum cannot guarantee the accuracy of the information or its
analysis in all cases. Furthermore, the HR Executive Forum is not engaged in rendering legal, accounting, or other professional
services. Its reports should not be construed as professional advice on any particular set of facts or circumstances. Members
requiring such services are advised to consult an appropriate professional. Neither the Corporate Executive Board nor its programs
are responsible for any claims or losses that may arise from a) any errors or omissions in their reports, whether caused by the HR
Executive Forum or its sources, or b) reliance upon any recommendation made by the HR Executive Forum.
2
3. HRFR19XP3MB 4© 2008 Corporate Executive Board. All Rights Reserved.
2000
Quaker Oats acquired by
PepsiCo
1997
Snapple sold for $300 million,
or 18% of initial purchase price
1996
Quaker denies CEO’s annual
bonus due to poor company
performance
1996
Quaker fails to recapture lost
market share
December 1995
Quaker posts $75 million
annual loss
January 1995
• Snapple distributors resist
selling Gatorade
• Gatorade margins not
comparable to Snapple
margins
December 1994
• Quaker Oats purchases
Snapple for $1.7 billion
• Quaker Beverages
comprises 33% of total
revenue
1983
Quaker Oats successful
purchase of Gatorade
Fall From Grace
For Quaker Oats, mismanaged M&A integration carries severe financial and human capital ramifications
Source: Winer, Barry, Quaker Oats and Snapple, Tuck School of Business, 1996; HR
Executive Forum research.
PAY TO THE
ORDER OF
23-023/666
MEMO
DOLLARS
O.K. RAVENHURST
23 DISCORDIA WAY
FNORD, CA 90210
HAIL ERIS
POEE BANK
BERKELEY, CALIFORNIA
0523
, 19
$
|:052366623|:825428523||•0523
Malaclypse the Younger
June 23
23.00
95
Twenty-Three and 00/100—
Eschaton O.K. Ravenhurst
1995
Quaker Oats spends $30
million to streamline Snapple
operations
1995
• Approxiamtely 50% of
Snapple’s field sales division
is laid off
• Many headquarters
executives dismissed
1 2 3 4
10 9 8 7
5
6
Financial Impact
“From market leader to subsidiary”
• Former leader in beverage market share
• Losses exceed $1 billion
• Quaker Oats ultimately acquired by PepsiCo
Human Capital Impact
“From loyalty to lay-offs”
• Snapple once seen as leader in employee loyalty
programs
• Acquisition leads to dismissal of many employees
3
4. HRFR19XP3MB 5© 2008 Corporate Executive Board. All Rights Reserved.
Exerting HR’s Influence
M&A failure is mostly attributed to poor integration management…
Sources of Deal Failure
Corporate Strategy Board Integration–Performance Survey, 2006
…over which HR has significant impact
Percentage of Senior Executives Rating Element Most Critical to Successful Integration
Percentage of
Respondents
Citing Reason
as Number
One Source
of Failure
0%
25%
50%
0%
25%
50% 44%
28% 28%
Integration
Value was
available, but
errors were made
in executing deal
objectives.
Strategy
In hindsight, the
strategy was
wrong.
Valuation
You assumed
greater value
than was actually
available and
paid too much.
Source: Accenture/Economist Intelligence Unit 2006 Global M&A Study; Corporate
Strategy Board, Increasing the Certainty of M&A Value Capture, Washington,
D.C.: Corporate Executive Board, 2006; HR Executive Forum research.
0%
20%
40%
ClearO
rganizational
Structure
AddressingCultural
Integration
Issues
Leadership
from
Top
M
anagem
ent
G
ood
Com
m
unicationPlan
ClearStrategicRationale
forD
eal
Com
prehensive
Integration
M
asterPlan
StrongRiskM
anagem
ent
Processes
D
edicatingResources
W
ithoutConflicts
ConveyingaSense
ofU
rgency
U
singaClean
Room
Process
O
ther
32% 32% 30%
24%
20% 18%
12%
8% 6% 4% 2%
Percentage of
Respondents
Human Capital Elements,
Mean = 30%
Corporate Strategy and Business
Development Elements,
Mean = 11%
n = 420.
4
5. HRFR19XP3MB 6© 2008 Corporate Executive Board. All Rights Reserved.
Source: Schmidt, Jeffrey A., “The Correct Spelling of M&A Begins with HR,” Society for Human
Resource Management, 2006; HR Executive Forum research.
Easier Said Than Done
HR executives cite target evaluation and integration as critical…
Core HR Capabilities Required for M&A Success
…and yet underperform in these key areas
HR Competency Gaps
Gap Between Performance and Improvement
89%
87%
86%
83%
82%
Ability to evaluate
the target quickly
M&A literacy and
integration know-how
(32%)
Percent
Difference
Ability to Evaluate Quickly
Importance Performance
(31%)
Percent
Difference
Importance Performance
Integration “Know-How”
Providing advice on employee
sensitivities and attitudes
Motivating and retaining
critically needed talent
Planning and leading
complex integration projects
n = 450. n = 450.
5
6. HRFR19XP3MB 7© 2008 Corporate Executive Board. All Rights Reserved.
Shifting Focus
HR at midsized companies can overcome barriers to expose risk and to avoid integration derailment
Source: HR Executive Forum member poll; HR Executive Forum research.
Holistic Review Risk Exposure Integration Stewardship
Use a series of techniques to capture
target information quickly
Leverage analysis frameworks that
pinpoint risks and not just differences
Employ monitoring mechanisms that
indicate potential derailment before
it occurs
! STOPStartHR’s New
Mandate
HR M&A
Challenges
Lagging Indicators
“We lack the ability to predict
integration problems so we’re forced
to fight fires.”
HR Director,
Biotechnology
Company
Unstructured Analysis
“It is hard to do M&A analysis
thoroughly.”
HR Director,
Business Services
Company
Insufficient Time
“We have insufficient time to get
a pulse of the organization being
acquired.”
Vice President, HR
Telecommunications
Company
6
7. HRFR19XP3MB 8© 2008 Corporate Executive Board. All Rights Reserved.
Source: HR Executive Forum research.
HR’s Role in Successful M&A
I.
Engineering Comprehensive
Information Capture
II.
Leveraged Targeted
Analysis Frameworks
III.
Preempting
Integration Derailment
Opening Day Integration Risk Survey
M&A Progress TrackerDue Diligence Interview Guide
Due Diligence Dashboard
Cultural Alignment Survey
7
8. HRFR19XP3MB 9© 2008 Corporate Executive Board. All Rights Reserved.
Imperfect Understanding
Source: HR Executive Forum member
poll; HR Executive Forum
research.
…instead, HR must conduct a thorough, directive assessment
Knowledge Gathering Obstacles and Solutions
n = 27.
18%
67%
7% 4% 4%
Pre-D
eal
Assessm
ent
Betw
een
Integration
Planningand
Integration
M
anagem
ent
D
ue
D
iligence
Betw
een
D
ue
D
iligence
and
Integration
Planning
Integration
Planning
Percentage of
Respondents
Complete Due Diligence
IT
Finance
HR
M&A Debriefing Synthesize responses to
determine additional needs
Establish rapport with
target peers
Prepare a rigorous
questionnaire
Leverage third-party
information
While most Forum members participate
in the due diligence phase…
Stage of HR Entrance in M&A Deal
Forum Member Poll
…many fail to conduct full target assessments
because of myriad information capture constraints…
Due Diligence Challenges
General Target
Information
Benefits Contracts
Legal Issues Pending
Employee Relations
Records
• Information unavailable
• Wrong questions
• Information withheld by target
• Incomplete responses
8
9. HRFR19XP3MB 10© 2008 Corporate Executive Board. All Rights Reserved.
Getting It Right
Open, in-person communication between Trimble and the target facilitates efficient and comprehensive knowledge capture
Opening Day Activities
Source: Trimble Navigation Ltd.; HR Executive Forum research.
Memorandum
To: Trimble Senior Leadership Team
From: M&A Team
RE: Opening Day Agenda
Agenda
9:00 a.m. Introduction of Target Company
• CEO Overview
• Function-Level Presentations
10:00 a.m. Introduction of Trimble (Optional)
• Deal Objectives
• Function-Level Presentations
11:00 a.m. Open Q&A Session
12:00 p.m. Functional Group Lunch
1:00 p.m. Functional One-on-One Discussions
5:00 p.m. Close of Opening Day
6:00 p.m. Group Dinner
Due Diligence Customization
Insight into the target company efficiently
directs HR customization of due diligence
efforts.
Employees
Please provide a spreadsheet listing the following information
for all individuals:
• Name
• Title
• Department
Employment Agreements
Please furnish a copy of any and all of the following:
• Collective bargaining agreements
• Union contracts
• Change in control or other management agreements
Compensation Agreements
Please provide all compensation agreements and details governing
your organization’s non-salary compensation philosophy
Employee Relations
Please furnish a copy of the following:
• Employee handbooks
• Policies
• Indemnification agreements
Open Information Sharing
Structured opportunities for target
interaction paired with interim analysis and
mid-course correction help Trimble establish
rapport and facilitate information capture.
9
10. HRFR19XP3MB 11© 2008 Corporate Executive Board. All Rights Reserved.
Revealing the Target
In-the-moment analysis of target helps HR devise a strategy for facilitating access to due diligence information
Acquirer-Target Interactions Across Opening Day
Target Presentation Lunch Discussion Peer-to-Peer Functional Discussion
Interim Step Analysis Tools
Illustrative
321
Target
HR
Acquirer
HR
Target
Finance
Acquirer
Finance
Target CEO
Target Assessment Indicators
• Leadership team’s enthusiasm and
preparedness for deal
• Organizational culture and fundamental
values
• Target leaders’ clarity on deal objectives
• Instances in which target is not
forthcoming with information
• Potential barriers to needed information
• Understanding of how, why, and where
the two organizations may clash
Target Company
Position
Implications
for Due Diligence
Strategy for Managing Relationship
Resistant to Deal
• Individuals are more likely
to withhold sensitive
information
• Rationalize benefit of deal to target
company
• Reinforce message through one-on-
one discussions
• Pay strong attention to relationship
building
Uncertain of Deal
• Target leaders may not
fully understand what
information is needed
• Communicate deal objectives to help
clarify needed information
• Ensure that all are comfortable with
the deal
Favorable and Clear
View of Deal
• Target is more likely to
share needed information
when available
• Communication likely to be
open and honest
• Discuss acquiring organization’s
operations and culture to provide
context for integration planning
Information Synthesis and
Discussion Redirection
Information Synthesis and
Discussion Redirection
Source: Trimble Navigation Ltd.; HR Executive Forum research. 10
11. HRFR19XP3MB 12© 2008 Corporate Executive Board. All Rights Reserved.
NO CONFLICT
Open Communication
HR shapes its due diligence framework using information surfaced from target peers to elicit accurate and timely information
Trimble’s HR Due Diligence Checklist (Abridged)
Standard Questions
Customized Due Diligence Checklist (Illustrative)
Adapted to Target
Typical Info Requests
Illustrative
Customized Info Capture
Illustrative
Customized Due Diligence Checklist
Employees
Please provide a spreadsheet listing the following information
for all individuals:
• Name Title Department
EXPECT DELAY
Employment Agreements
Please furnish a copy of any and all of the following:
• Collective bargaining agreements
• Union contracts
• Change in control or other management agreements
Compensation Agreements
Please provide all compensation agreements and details governing
your organization’s non-salary compensation philosophy
Employee Relations
Please furnish a copy of the following:
• Employee handbooks
• Policies
• Indemnification agreements
Due Diligence Checklist
Employees
Please provide a spreadsheet listing the following information
for all individuals:
• Name
• Title
• Department
Employment Agreements
Please furnish a copy of any and all of the following:
• Collective bargaining agreements
• Union contracts
• Change in control or other management agreements
Compensation Agreements
Please furnish a copy of all of the following documents:
• Incentive plan (or variable compensation) such as a sales plan
• Employee stock ownership plan
• Any other pay arrangements such as “on call” or “lead” pay
Employee Relations
Please furnish a copy of the following:
• Employee handbooks
• Policies
• Indemnification agreements
Customization #1
Description: Expect delay—Target has not
institutionalized information
Source: Target presentation
Customization #2
Description: Questions Irrelevant—Target
does not use these agreement types
Source: Lunch discussion
Customization #3
Description: Rephrase—Target does not
use same taxonomy for information
Source: One-on-one discussion
Benefits
Brochure
Offer Letter
Template
Target Report
Employees
Agreements
CompensationEmployee
Relations
!
!
!
Employment
Contract
Benefits
Contract
Target Report
Employees
Agreements
CompensationEmployee
Relations
…whereas customized due diligence leads to desired
results in a single request.
Information obtained through standard due diligence
is often inaccurate or incomplete…
Source: Trimble Navigation Ltd.; HR Executive Forum research.
11
12. HRFR19XP3MB 13© 2008 Corporate Executive Board. All Rights Reserved.
HR DUE DILIGENCE
Target Company: Target Contact:
Conversation Number: of Date:
A. BUSINESS
Federal & State ID#s (please include ID numbers for each state in which you have employees working):
Fed # State #
Remote EEs: work from home or in business owned facility? Is there an SUI for each state?
B. ORGANIZATIONAL STRUCTURE
# employees ( full-time part-time)
Any temporary employees? any seasonal? Are independent contractors included in numbers?
Satellite offices (if applicable) full addresses needed, how many employees in each office.
Human Resources Contact:
Name Title:
Tel: E-mail:
C. PAY POLICIES (WORK HOURS/ PAID TIME OFF)
Standard work week: hours (pay week begins on what day of the week? Date last pay period began? Ended? Pay
check date?)
Pay schedule: (Bi-weekly, Semi-monthly, Weekly?)
Pay period: begins on (day of week) , ending on , paid on
Overtime is paid after) hours/week is comp time offered? To what groups?
Payroll Vendor:
Paid holidays: per year (please list)
No Stone Left Unturned
First Advantage’s Interview Guide increases efficiency and comprehensiveness of information capture
First Advantage Due Diligence Interview Guide
Source: First Advantage Corporation; HR Executive Forum research.
v
Detailed “Follow-Up” Questions
• Target responds to the requests in
black in advance to build a foundation
for discussion.
• HR then uses the “red,” follow-up
questions to validate and capture
more detailed information.
• The type and scope of follow-up
questions vary by target
Features of the Guide
• Four-page, “living” guide updated
with each deal
• Captures business and HR context
(e.g., organizational structure,
compensation, EEO, etc.)
• Includes a detailed target
document capture checklist
• Designed to send to target
counterpart and use in subsequent
conversations
12
13. HRFR19XP3MB 14© 2008 Corporate Executive Board. All Rights Reserved.
Third Party Perspective
HR can surface and validate target information via third-party sources
Third-Party Information Sources
Third-Party Interviews
Interviews with key third parties are undertaken to cross-check
talent assessments and surface additional talent insights.
Interviewees
• Customers
• Recruiters
• Consultants
• Competitors
Source: HR Executive Forum research.
Supporting Tool
M&A Research Journals
• Provide overview of M&A market trends
• Glean insight into successes and failures in past deals
Industry Literature Consortia
• Provide access to industry journals and periodical literature concerning target
• Offer diverse third-party perspectives
Secondary Company Resources
• Report on target strategy, operations, and performance data
Fair Disclosure
Third-Party Information
HR reviews third-party information to inform talent assessment and
identify critical target talent leads.
Sources
• Internet Search
• News Articles
• Industry Research
• Online Blogs
13
14. HRFR19XP3MB 15© 2008 Corporate Executive Board. All Rights Reserved.
HR’s Role in Successful M&A
I.
Engineering Comprehensive
Information Capture
II.
Leveraged Targeted
Analysis Frameworks
III.
Preempting
Integration Derailment
Opening Day Integration Risk Survey
M&A Progress TrackerDue Diligence Interview Guide
Due Diligence Dashboard
Cultural Alignment Survey
Source: HR Executive Forum research.
14
15. HRFR19XP3MB 16© 2008 Corporate Executive Board. All Rights Reserved.
Post-Deal Outcomes
Consistent policies devised
HIPO talent engaged through
mentoring and development
programs
Equitable compensation for acquirer
and target staff
Post-Deal Outcomes
Consistent policies devised
Attrition of high-potential talent
Equitable compensation for acquirer
and target staff
Focus on Impact
Rather than focus on merely surfacing differences, HR must
understand the impact that these differences will have on deal success
Source: HR Executive Forum research.
Due Diligence Outcomes Transactional Analysis Impact Analysis
Implications of Differences Surfaced
• Integration should centered on
institutionalizing and streamlining
policies
• Compensation must remain consistent
across each job level
Lenses Applied
1. Financial Impact
2. Cultural Impact
Implications of Differences Analyzed
• Organization must bridge
contradictory performance
philosophies and promotion criteria
• Incongruous long-term pay trajectories
must be aligned
Category Acqiurer Target
Workplace
Policies
• Clearly defined
policies for
work hours,
workplace behavior
expectations, and
corrective action
• No written policies
Performance
Management
• Reviews conducted
annually
• Extensive training
and mentoring
programs available
• Reviews conducted
semi-annually
• Extensive training
and mentoring
programs available
Compensation • Entry-level
engineer positions
average $60,000
in base salary, with
30% bonus potential
• Entry-level
engineer positions
average $57,000
in base salary, with
20% bonus potential
Lenses Applied
1. Transactional differences
2. Process misalignment
15
16. HRFR19XP3MB 17© 2008 Corporate Executive Board. All Rights Reserved.
Exposing Risks
Seagate collects due diligence data and surfaces human capital risks to prepare for integration planning
Seagate’s HR Due Diligence Process
Component #1:
Due Diligence Information Collection
Seagate’s HR Due Diligence Requests
Type of Request
Compensation Plans and Costs
Equity Plans and Obligations
Benefits Plans and Costs
Voluntary Turnover, Overall and by Key Employee
Employee Headcount, Management Layers/Spans
Employment Agreements
Severance Policies/Costs
Succession Plans/Executive Risks of Departure
Compliance Risks
Source: Seagate Technology; Corporate Leadership Council;
HR Executive Forum research.
Component #2:
Risk Analysis Template
Areas of Review
Specific Information
Requested by Seagate
Received?
Low Risk/
High Risk
Issues/Exposures/Areas of Risk
(Illustrative)
Base Salary
Program
Base Pay Plans Yellow Red Base pay is market competitive. ABC
Month merit increase proposed by
target at cost of $xxm/quarter.
Seagate recommends not to implement.
Variable Pay Plans Red Red No visibility into target’s incentive plan
proposal.
Sales Pay Plans Green Green No issues.
Executive Pay Plans/Deferred
Compensation
Red Red Have not received deferred
compensation plans, so do not know
if target is in compliance with new
legislation.
Equity Plans
and Obligations
Stock plans, omnibus plan document
details, ESPP
Green Green No issues, continue implementation of
ongoing plan.
Benefits Plans
and Costs
Turnover by major site Green Red Target’s overall turnover is much higher
than Seagate’s.
Listing of any key executive
departures, groups/levels of
employees with major turnover.
Yellow Red 20 new executives (VP and above) hired
within past 24 months.
No information provided on groups/
levels of employees with major turnover.
Employee
Headcount,
Management
Layers, and
Spans
Headcount by major site, level of
employee, and function, organization
charts
Yellow Green No issues with headcount below
executive level.
Seagate’s Evaluation for Target’s HR Information Pre-Announcement: Highly Confidential
Green: All Info Received/Low Risk Yellow: Partial Info Received Red: No Info Received/High Risk
Component #3:
Due Diligence Risk Assessment Reporting
Deal Contact
Proposed Value of Target
16
17. HRFR19XP3MB 18© 2008 Corporate Executive Board. All Rights Reserved.
Areas of Review
Specific Information
Requested by Seagate
Received?
Low Risk/
High Risk
Issues/Exposures/Areas of Risk
(Illustrative)
Voluntary
Turnover Overall
and by Key
Employee
Turnover by major site and level of
employee for current calendar and
prior 1–2 years.
Green Red Target’s overall turnover is much higher
than Seagate’s.
Listing of any key executive (VP
and above) departures in previous
years as well as any groups/levels
of employees who have had major
turnover.
Yellow Red XX new executives (VP and above)
hired within past XX months.
No information provided on groups/
levels of employees with major turnover.
Succession
Plans/ Executive
Risks of
Departure
Reports of current successor pools for
VP and above positions as well as
profiles/resumes for all VPs.
Yellow Green Partial information received. No issues
anticipated.
Identify which execs are greatest risks
of departure.
Red Red No information received and no insight
into executive departure risks.
Open Personnel
Requisitions
Number and level of open personnel
requisitions by country and site.
Green Green XXX open requisitions. However, no
major issues.
Employee Survey
and 360-Degree
Results
Provide reports on any recent
employee surveys/360-feedback
results that can provide us with an
insight into the culture, morale, and
opinions of employees.
Red Red No information received.
Seagate’s Evaluation for Target’s HR Information Pre-Announcement: Highly Confidential
Green: All Info Received/Low Risk Yellow: Partial Info Received Red: No Info Received/High Risk
Data Hypothetical
Assessing the Target
Due diligence dashboard uses three screens to evaluate and prioritize target information
Seagate’s Due Diligence Dashboard
Illustrative
Areas of Review
Specific Information
Requested by Seagate
Received?
Low Risk/
High Risk
Issues/Exposures/Areas of Risk
(Illustrative)
Base Salary
Program
Base Pay Plans Yellow Red Base pay is market competitive. ABC
merit increase proposed by target at
cost of $XXX M/quarter.
Seagate recommends not to implement.
Variable Pay Plans Red Red No visibility into target’s incentive plan
proposal.
Sales Pay Plans Green Green No issues.
Executive Pay Plans/Deferred
Compensation
Red Red Have not received deferred
compensation plans, so do not know
if target is in compliance with new
legislation.
Equity Plans
and Obligations
Stock plans, omnibus plan document
details, ESPP
Green Green No issues, continue implementation
of ongoing plan.
Benefits Plans
and Costs
Plan documents/contracts for health
and welfare, and any pensions/
retirement/defined benefits plans
Yellow Green Have not received complete retirement
plan documents. However, no issues
anticipated.
Costs of benefits plans Green Red Costs are high for U.S. health care plans
due to low deductible.
Employee
Headcount,
Management
Layers, and
Spans
Headcount by major site, level of
employee, function, organization
charts
Yellow Green No issues with headcount below
executive level.
Seagate’s Evaluation for Target’s HR Information Pre-Announcement: Highly Confidential
Green: All Info Received/Low Risk Yellow: Partial Info Received Red: No Info Received/High Risk
Data Hypothetical
Dashboard Coding
System
Red:
No visibility into
target situation;
High financial
impact or poor
organizational fit
Yellow:
Partial visibility
into target
situation
Green:
Visibility into
target situation;
Low financial
impact or good
organizational fit
Areas with minimal
visibility and potentially
significant financial impact
are considered high risk.
While Seagate only received partial
information, this area is considered low
risk due to minimal financial impact and
organizational fit issues.
Source: Seagate Technology; Corporate Leadership Council;
HR Executive Forum research.
17
18. HRFR19XP3MB 19© 2008 Corporate Executive Board. All Rights Reserved.
HR Risk Assessment Summary
Areas of Review Risk Assessment
Base Salary Programs ABC Month merit increase proposed by target at cost of
$XXX/quarter.
Benefits Plans Costs are very high for U.S. health care plans due to low
deductible.
Employee Headcount/
Management/Span of
Control
XX management layers for manufacturing and
nonmanufacturing organizations, compared to Seagate’s.
Employee Survey and 360
Results
We have no information on employee perceptions or
performance.
Executive Pay Plans/
Deferred Compensation
We have not received deferred compensation plans, so do
not know if target is in compliance with new legislation.
Information at Work
Assessment results direct deal valuation and integration planning
Seagate’s HR Risk Assessment Summary
Illustrative
Informing Deal Valuation Informing Integration Planning
Risk Assessment Presentation
to Senior Leadership Team
Key Human Capital Risks to Deal Valuation
• Pensions and insurance
• Compensation and benefits plans
• Pending lawsuits
• Union and employment contracts
Integration Planning Stage
Key Human Capital Issues for Integration Planning
• Talent retention
• Cultural alignment
• Leadership transition
• HR and organization policies
Seagate’s HR deal team creates
a summary of valuation and
integration risks directed by
the data analysis in the Due
Diligence Dashboard.
Source: Seagate Technology; Corporate Leadership Council;
HR Executive Forum research. 18
19. HRFR19XP3MB 20© 2008 Corporate Executive Board. All Rights Reserved.
Supporting Tool
Areas of Review Specific Information Requested by Seagate Received?
Low Risk/
High Risk
Issues/ Exposures/
Areas of Risks
Base Salary
Program
Base pay plans: Eligibility criteria, participation numbers, targets, historical payouts, future obligations/
costs, timing/cycles.
Variable pay plans (including any retention policies/plans): Eligibility criteria, participation numbers,
targets, historical payouts, future obligations/costs, timing/cycles.
Sales Pay Plans: Eligibility criteria, participation numbers, targets, historical payouts, future obligations/
costs, timing/cycles.
Executive Pay Plans/Deferred Compensation: Eligibility criteria, participation numbers, targets, historical
payouts, future obligations/costs, timing/cycles.
Equity Plans
and Obligations
Stock Plans (omnibus plan document/details, restricted stock plan details, stock option plans, ESPP):
Eligibility criteria, participation numbers, guideline amounts and vesting criteria for new hires and
refresher (ongoing) stock, details and participation rates of ESPP, details of restricted stock in terms of
eligibility, current recipients, vesting during a change in control.
Benefits Plans
and Costs
Plan documents/contracts by country for health and welfare and any pensions/retirement/defined
benefits plans.
Costs of benefits plans.
Voluntary
Turnover
Overall and by
Key Employee
Turnover by major site and level of employee for current calendar year and prior 1–2 years.
Listing of any key executive (VP and above) departures in previous year as well as any groups/levels of
employees who have had major turnover in previous year.
Employee
Headcount,
Management
Layers/Spans
Headcount by major site, level of employee and functional organization. Organization charts for top
levels and for all other levels available.
Management layers from CEO to lowest level layer that supervises people and average manager spans of
control.
Listing of any expatriate employees, terms, costs.
Green: All Information Received/ Low Risk Red: No Information Received/ High RiskYellow: Partial Information Received
Seagate Due Diligence Dashboard
Source: Seagate Technology; Corporate Leadership Council;
HR Executive Forum research.
19
20. HRFR19XP3MB 21© 2008 Corporate Executive Board. All Rights Reserved.
Supporting Tool
Areas of Review Specific Information Requested by Seagate Received?
Low Risk/
High Risk
Issues/ Exposures/
Areas of Risks
Employment
Agreements
Listing of any executives with employment agreements or offer letters with details on the contractual
obligations related to unpaid bonuses, stock options/restricted stock, change in control terms, etc.
Explanation of types of employment contracts by country (e.g., contract labor terms/costs/risks).
Severance
Policies/ Costs
Severance policy details (pay, policy caps, outplacement costs) by country and level of employee.
Union
Contracts/
Labor Risks
Listing of details of any union/ collective bargaining contracts, annual costs, and risks in Singapore and
China.
List any current labor disputes, pending labor court cases or formal grievances by issue type, country,
level of employee involved.
Succession
Plans/ Executive
Risks of
Departure
Reports of current successor pools for VP and above positions as well as profiles/résumés for all VPs.
Identify which execs are greatest risks of departure.
Compliance
Risks
Minimum hiring age policies.
Overtime policies/practices.
Immigration policies/risks.
Open Personnel
Requisitions
Number and level of open personnel requisitions by country and site.
Employee
Survey Results
or 360-Degree
Results
Provide reports of any recent employee surveys/ 360-degree feedback results that can provide us with
an insight into the culture, morale and opinions of employees.
Seagate Due Diligence Dashboard (Continued)
Green: All Information Received/ Low Risk Red: No Information Received/ High RiskYellow: Partial Information Received
Source: Seagate Technology; Corporate Leadership Council;
HR Executive Forum research.
20
21. HRFR19XP3MB 22© 2008 Corporate Executive Board. All Rights Reserved.
Applying a Cultural Lens
Sterling leverages simultaneous traditional and cultural screens of target information
Traditional Analysis
Traditional Finding
• Threats for the business
• Liability exposure
Cultural Insight
• Authoritative versus egalitarian
decision-making processes
Traditional Finding
• Size of benefit obligations
• Cost per employee
Cultural Insight
• Paternalistic approach to employees
• Low tolerance for risk
Source: Sterling Financial Corporate; Corporate Leadership Council;
HR Executive Forum research.
Organizational Culture Indicators
• Readiness for change
• Resistance to change
• Importance of teamwork
• Importance of learning and development
• Importance of diversity
• Importance of relationship management
• Tolerance of risk
• Quality of internal and external communications
Target Due Diligence Documents List
Illustrative
Cultural Analysis
Employee Compensation
and Benefits Plan Areas of Review
• Structure of compensation system
• Type of benefits and perquisites
Executive Meeting Minutes Areas of Review
• Formality of document
• Size and number of documents
• Explicitness of decision and guidance
Target Due Diligence Documents
Employee compensation and
benefits plans
Executive meeting minutes
Affirmative action plan
Code of conduct
Communications regarding audits/
findings
Employee handbook
Personnel policy manual
Open positions now being
recruited
Status of employees on disciplinary
action
21
22. HRFR19XP3MB 23© 2008 Corporate Executive Board. All Rights Reserved.
Culture as a Leading Indicator
Sterling assesses the magnitude of cultural gaps using a cultural indicators scorecard…
Cultural Indicators Scorecard
…which helps HR to facilitate quick responses for mitigating cultural challenges
Responses to Cultural Conflict
Illustrative
Mitigate through
contract structure
Walk away
from deal
Integration team works with Learning and Development personnel to craft training and
communication materials that address the differences between the two cultures.
The focus is on building on common strengths, open communication, and managing change.
Fit Relative to Sterling Financial
Organizational Culture Indicator Low Medium High
Importance of teamwork X
Importance of relationship management X
Quality of communications across all levels X
Readiness for change X
Resistance to change X
Importance of diversity X
Importance of learning and development X
Tolerance of risk X
How to Assess Risk
The HR due diligence team
rates cultural fit for each
cultural indicator and then
further analyzes areas of
“low” and “medium” fit that
could add additional time or
cost during integration if the
deal closes.
Early in discussions, senior executives show
opposition to adopting a new culture.
During integration planning, midlevel executives
resist network-building with Sterling counterparts.
Post-announcement, employees resist initial training
about Sterling’s product offerings and vision.
Source: Sterling Financial Corporate; Corporate Leadership Council; HR Executive Forum research. 22
23. HRFR19XP3MB 24© 2008 Corporate Executive Board. All Rights Reserved.
Attribute Statement A Assessment Statement B
Impact of
Differences
Implications for
Integration Planning
Employee Motivation
Work-Life
Balance
“Employees like working here because it affords them the chance
to cultivate interests outside the office.”
Acquirer:
Target:
“Employees like working here because it’s a high-performance
culture based on achievement.”
Stability and
Innovation
“Employees like working here because the company challenges
established ways of doing things.”
Acquirer:
Target:
“Employees like working here because it’s stable.”
Personal
Development
“Employees like working here because they have the chance to
develop personally and professionally.”
Acquirer:
Target:
“Employees like working here because they get to be part of shared
achievement.”
Internal Communication Patterns
Confrontation
Style
“In cases of underperformance, the company tends to be direct
and confrontational, emphasizing the need to quickly get up to the
company’s standards.”
Acquirer:
Target:
“In cases of underperformance, the company tends to be patient,
emphasizing the need to coach the underperformer to higher
productivity.”
Medium of
Communication
“Most communication happens in person or over the phone.”
Acquirer:
Target:
“Most communication happens through e-mail.”
Information
Dissemination
“The company is quick to tell employees news—good and
bad—about how it is meeting its challenges.”
Acquirer:
Target:
“The company tends to exercise caution in sharing information.”
Methods of Decision Making
Power
Distribution
“The company’s decisions tend to be made unilaterally.”
Acquirer:
Target:
“The company’s decisions tend to be based on arriving at
consensus.”
Entrepreneurship
“Employees would say that they have a chance to quickly put their
new ideas to use.”
Acquirer:
Target:
“Employees would say that their new ideas are subject to extensive
vetting.”
Centralization “Key decisions tend to be made by senior management.”
Acquirer:
Target:
“Key decisions tend to be made by employees throughout the
company.”
Time Horizon
Emphasis
“The company tends to emphasize the long-term over the short-
term in order to cultivate trust in customer relationships and invest
for future growth.”
Acquirer:
Target:
“The company tends to emphasize the short-term over the long-
term in achieving the company’s ambitious performance targets.”
Gauging Cultural Fit
Twenty Questions to Gauge Cultural Alignment
Supporting Tool
Source: Financial Leadership Exchange; HR Executive Forum research.
23
24. HRFR19XP3MB 25© 2008 Corporate Executive Board. All Rights Reserved.
Attribute Statement A Assessment Statement B
Impact of
Differences
Implications for
Integration Planning
Operating Styles
Collaboration
“When things go wrong, employees tend to focus on identifying and
blaming the guilty parties.”
Acquirer:
Target:
“When things go wrong, employees tend to focus on solving the
problem together.”
Process Focus “The company emphasizes getting to the right result.”
Acquirer:
Target:
“The company emphasizes following the right steps.”
Speed and
Quality
“All else being equal, the company tries to move quickly.”
Acquirer:
Target:
“All else being equal, the company tries to ensure we maintain a
high quality bar.”
Reliance on
Specialists
“The company tends to rely on generalists, who perform a wide
array of tasks fairly well.”
Acquirer:
Target:
“The company tends to rely on specialists, who perform a few tasks
extremely well.”
Hierarchy “Employees would describe the company as ‘hierarchical.’”
Acquirer:
Target:
“Employees would describe the company as ‘flat.’”
Company Philosophy
Role of Tenure
“In giving out promotions, the company tends to quickly reward
strong performance.”
Acquirer:
Target:
“In giving out promotions, the company tends to emphasize the
need to have a track record of achievement and tenure.”
Diversity
“Employees with divergent social/political views and backgrounds
all feel equally at home at the company.”
Acquirer:
Target:
“There are employees of some views and backgrounds who
probably would not feel at home in the company.”
View of Change
“The company tends to embrace organizational change as full of
new opportunities.”
Acquirer:
Target:
“The company tends to shy away from change given the turbulence
it can create.”
View of Risk “The company encourages employees to take calculated risks.”
Acquirer:
Target:
“The company encourages employees to rely on tried-and-true
approaches.”
View of External
Stakeholders
“In making decisions, the company would probably make a lower-
ROI decision in order to address environmental or community
concerns.”
Acquirer:
Target:
“In making decisions, the company would probably drive toward
a high-ROI decision with little attention paid to environmental or
community concerns.”
Gauging Cultural Fit (Continued)
Twenty Questions to Gauge Cultural Alignment
Supporting Tool
Source: Financial Leadership Exchange; HR Executive Forum research.
24
25. HRFR19XP3MB 26© 2008 Corporate Executive Board. All Rights Reserved.
HR’s Role in Successful MA
I.
Engineering Comprehensive
Information Capture
II.
Leveraged Targeted
Analysis Frameworks
III.
Preempting
Integration Derailment
Opening Day Integration Risk Survey
MA Progress TrackerDue Diligence Interview Guide
Due Diligence Dashboard
Cultural Alignment Survey
Source: HR Executive Forum research.
25
26. HRFR19XP3MB 27© 2008 Corporate Executive Board. All Rights Reserved.
Reacting in the Moment
Strict adherence to integration plans limits HR’s ability to react to unforeseen
risks whereas regular monitoring of progress cues HR to preempt derailment
Typical MA Integration Stallpoints
Establish new organizational structure
Identify leaders for newly formed business units
Redefine role criteria to fit new organizational
structure
Calibrate base pay for all job levels
Set performance review and promotion criteria
Create and launch integrated formal review
process
Coordinate cross-company social activities to foster sense
of community
Extend development opportunities to designated
HIPOs
Establish new organizational structure
Identify leaders for newly formed business units
Redefine role criteria to fit new organizational
structure
Calibrate base pay for all job levels
Set performance review and promotion criteria
Create and launch integrated formal review process
Coordinate cross-company social activities to foster sense
of community
Extend development opportunities to designated HIPOs
Source: HR Executive Forum research.
Engagement and Retention of Key TalentRewards and Performance ManagementOrganizational Design
Engagement and Retention of Key TalentRewards and Performance ManagementOrganizational Design
Integration Execution Dashboard
Date: 12 March 2006 Leader: Mary Graham Project: HR RJC MA
Task Owner
Task
Milestones
Delivery
Risk
Task
Progress
Action
Steps
Retention:
Execute
retention
plan for key
management
talent
Local HR
Anticipated Start: March 3
High
Modified
completion
date 22 April
Execution risk identified
and reported to
integration team.
Conducting HIPO
engagement survey to
create retention plan with
corporate HR
Actual Start: March 3
Anticipated End: March 18
Actual End:
Not on Track
Staffing:
Review
processes,
resources, and
tools
Local HR
Anticipated Start: March 3
Medium
Modified
completion
date 10 April
Target company tracks
different recruiting
metrics causing a delay to
beginning analysis. Have
established a taskforce to
standardize metrics
Actual Start: March 9
Anticipated End: March 31
Actual End:
Not on Track
Cultural
Integration:
Understand
work philosophy
and values
Corporate HR
Anticipated Start: March 5
Normal Completed
Cultural integration
analysis completed March
10
Actual Start: March 5
Anticipated End: March 12
Actual End: March 10
On Track
Training and
Development:
Design change
management
program for the
line managers
Local HR
Anticipated Start: March 5
Normal On Track
Proposal for training
curriculum currently with
CU. Final confirmation
on track for approval 22
March
Actual Start: March 5
Anticipated End: March 30
Actual End:
On Track
HRIT Systems:
Identify gaps in
HR related study
Corporate HR
Anticipated Start: March 8
Normal On Track
Gap analysis on track for
completion on 15 MarchActual Start: March 8
Anticipated End: March 21
Actual End:
On Track
Integration Execution Dashboard
Date: 12 March 2006 Leader: Mary Graham Project: HR RJC MA
Task Owner
Task
Milestones
Delivery
Risk
Task
Progress
Action
Steps
Retention:
Execute
retention
plan for key
management
talent
Local HR
Anticipated Start: March 3
High
Modified
completion
date 22 April
Execution risk identified
and reported to
integration team.
Conducting HIPO
engagement survey to
create retention plan with
corporate HR
Actual Start: March 3
Anticipated End: March 18
Actual End:
Not on Track
Staffing:
Review
processes,
resources, and
tools
Local HR
Anticipated Start: March 3
Medium
Modified
completion
date 10 April
Target company tracks
different recruiting
metrics causing a delay to
beginning analysis. Have
established a taskforce to
standardize metrics
Actual Start: March 9
Anticipated End: March 31
Actual End:
Not on Track
Cultural
Integration:
Understand
work philosophy
and values
Corporate HR
Anticipated Start: March 5
Normal Completed
Cultural integration
analysis completed March
10
Actual Start: March 5
Anticipated End: March 12
Actual End: March 10
On Track
Training and
Development:
Design change
management
program for the
line managers
Local HR
Anticipated Start: March 5
Normal On Track
Proposal for training
curriculum currently with
CU. Final confirmation
on track for approval 22
March
Actual Start: March 5
Anticipated End: March 30
Actual End:
On Track
HRIT Systems:
Identify gaps in
HR related study
Corporate HR
Anticipated Start: March 8
Normal On Track
Gap analysis on track for
completion on 15 MarchActual Start: March 8
Anticipated End: March 21
Actual End:
On Track
Course-Corrected MA Process
26
27. HRFR19XP3MB 28© 2008 Corporate Executive Board. All Rights Reserved.
How Are We Doing?
Danske Bank surfaces and responds to integration derailment indicators through periodic integration performance assessments
Danske Bank’s Integration Risk Management Process
Danske Bank Insights
• Execute survey when transaction noise has fallen and there is opportunity to identify and respond to risks.
• Prioritize risks that have greatest impact on integration success, decide next steps, and assign responsibility.
• Revisit affected elements of the integration plan and its execution to assess the need for adaptation.
• Refocus integration resources on tackling high-impact human capital risks.
1
23 Spot Check Survey Risk Prioritization Dashboard
Integration Survey
Satisfaction
I feel motivated in my job . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I am willing to make an extra effort if necessary . . . . . . . . . . . . . . . . . . . . . .
I would recommend others to seek employment at/in Northern Bank . . . . . . . . . .
Image
Northern Bank has a good image . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I am proud to tell other people that I work for Northern Bank . . . . . . . . . . . . .
Other people consider Northern Bank to be a good place to work . . . . . . . . . . . .
Senior Management
Your overall perception of senior management . . . . . . . . . . . . . . . . . . . . . .
Senior management’s ability to make the right decisions . . . . . . . . . . . . . . . . . .
Senior management’s ability to inform employees . . . . . . . . . . . . . . . . . . . . .
Line Manager
Your overall perception of your line manager . . . . . . . . . . . . . . . . . . . . . . .
The professional skills of your line manager . . . . . . . . . . . . . . . . . . . . . . . .
The managerial skills of your line manager . . . . . . . . . . . . . . . . . . . . . . . . .
Cooperation
The professional co-operation with your colleagues . . . . . . . . . . . . . . . . . . . .
The general atmosphere among your colleagues . . . . . . . . . . . . . . . . . . . . . .
In my unit we are good at learning from each other . . . . . . . . . . . . . . . . . . . .
Integration Progress
I welcome and encourage change in Northern Bank . . . . . . . . . . . . . . . . . . . .
I know where to go for information during change initiatives if I need it . . . . . . . . .
I am comfortable going to this source for information . . . . . . . . . . . . . . . . . . .
I know and understand the future development of Northern Bank . . . . . . . . . . . .
I understand the structural changes planned in my location/area . . . . . . . . . . . . .
I feel that the frequency of communication I received met my needs
and expectations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I feel that the quality and detail of communication I received met my
needs and expectations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I am highly motivated to make the future changes implemented by
Northern Bank a success . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I believe the future changes communicated to date will be good for
further development of Northern Bank . . . . . . . . . . . . . . . . . . . . . . . . . .
I believe the future changes communicated to date will be good for my career . . . . . .
I believe the future changes communicated to date will be good for our customers . . .
Strongly
Disagree
Strongly
Agree
Don’t
Know
Strongly
Disagree
Strongly
Agree
Don’t
Know
Very
Poor
Very
Good
Don’t
Know
Very
Poor
Very
Good
Don’t
Know
Very
Poor
Very
Good
Don’t
Know
Strongly
Disagree
Strongly
Agree
Don’t
Know
Acquired
Company
(1-100)
Danske
Bank
(1-100)
Benchmark
or
Expectation
Gap
Significance
Impact on
Integration
Target Next Steps Responsibility
Employee Commitment
Overall Satisfaction 51 77 69 High Medium
Motivation 62 80 71 Medium Medium
Discretionary Effort 48 69 67 High High 60 Find appropriate engagement lever SVP HR
Intent to Stay 52 75 72 High High 65 Find appropriate engagement lever SVP HR
Recommend a Friend 57 72 70 Medium Low
Image
Overall Image 60 73 67 Medium Low
Internal Image 59 77 61 Medium Medium
External Image 65 70 69 Low Low
Target Senior Management
Perception of Senior Executives 63 81 75 Medium High 69 Collect more information HR Business Partner
Ability to Make Right Decisions 55 77 74 High Medium
Ability to Inform Employees 45 85 69 High High 79 Collect more information HR Business Partner
Target Line Manager
Perception of Line Manager 41 79 69 High Medium
Line Manager Skills 49 82 75 High Medium
Ability to Inform Employees 44 81 72 High High 75 Reassess scripting for line managers Communications Head, HR Integration Lead
Cooperation
Colleague cooperation 66 85 76 High High 72 Team building techniques HR Business Partner
Atmosphere 54 71 67 Medium Medium
Colleague Interaction 64 69 68 Low High
Respect 65 70 66 Low Medium
Learning 69 75 71 Low Low
Integration Progress
Openness to Change 44 NA 67 High High 63 Discussion forums on change benefits Communications Head, HR Integration Lead
Information Access 56 NA 65 Low Medium
Understand Changes 52 NA 61 Low High
Communication Frequency 45 NA 64 Medium High 60 Increase volume of communications Communications Head, HR Integration Lead
Communication Quality 43 NA 66 High High 61 Reassess formal communications Communications Head, HR Integration Lead
Personally Support Changes 55 NA 62 Low Medium
Changes Positive for Organization 51 NA 64 Medium High 62 Discussion forums on change benefits HR Business Partner
Changes Positive for Individual 58 NA 63 Low High
Changes Positive for Customers 60 NA 66 Low High
Satisfaction
I feel motivated in my job . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I am willing to make an extra effort if necessary . . . . . . . . . . . . . . . . . . . . . .
I would recommend others to seek employment at/in Northern Bank . . . . . . . . . .
Image
Business Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Integration and Migration Project is a High Priority Within My Business Unit .
I feel there are opportunities for me to become
involved in the changes in National Irish Bank . . . . . . . . . . . . . . . . . . . . . . .
Integration Progress
I know where to go for information during change initiatives if I need it . . . . . . . . .
I am comfortable going to this source for information . . . . . . . . . . . . . . . . . . .
I feel that the portal delivers information in a way that keeps me up to date . . . . . . .
I know and understand the future development of Northern Bank . . . . . . . . . . . .
I understand the structural changes planned in my location/area . . . . . . . . . . . . .
I am highly motivated to make the future changes implemented by
Northern Bank a success . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I believe the future changes communicated to date will be good for
further development of Northern Bank . . . . . . . . . . . . . . . . . . . . . . . . . .
Strongly
Disagree
Strongly
Agree
Strongly
Disagree
Strongly
Agree
Very
Poor
Very
Good
Don’t
Know
Don’t
Know
Don’t
Know
Source: Danske Bank; Corporate Leadership Council; HR Executive Forum research.
27
28. HRFR19XP3MB 29© 2008 Corporate Executive Board. All Rights Reserved.
Danske Bank Integration Survey1
Satisfaction
I feel motivated in my job . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I am willing to make an extra effort if necessary . . . . . . . . . . . . . . . . . . . . . .
I would recommend others to seek employment at/in Northern Bank2
. . . . . . . . . .
Image
Northern Bank has a good image . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I am proud to tell other people that I work for Northern Bank . . . . . . . . . . . . .
Other people consider Northern Bank to be a good place to work . . . . . . . . . . . .
Senior Management
Your overall perception of senior management . . . . . . . . . . . . . . . . . . . . . .
Senior management’s ability to make the right decisions . . . . . . . . . . . . . . . . . .
Senior management’s ability to inform employees . . . . . . . . . . . . . . . . . . . . .
Line Manager
Your overall perception of your line manager . . . . . . . . . . . . . . . . . . . . . . .
The professional skills of your line manager . . . . . . . . . . . . . . . . . . . . . . . .
The managerial skills of your line manager . . . . . . . . . . . . . . . . . . . . . . . . .
Cooperation
The professional cooperation with your colleagues . . . . . . . . . . . . . . . . . . . .
The general atmosphere among your colleagues . . . . . . . . . . . . . . . . . . . . . .
In my unit we are good at learning from each other . . . . . . . . . . . . . . . . . . . .
Integration Progress
I welcome and encourage change in Northern Bank . . . . . . . . . . . . . . . . . . . .
I know where to go for information during change initiatives if I need it . . . . . . . . .
I am comfortable going to this source for information . . . . . . . . . . . . . . . . . . .
I know and understand the future development of Northern Bank . . . . . . . . . . . .
I understand the structural changes planned in my location/area . . . . . . . . . . . . .
I feel that the frequency of communication I received met my needs
and expectations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I feel that the quality and detail of communication I received met my
needs and expectations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I am highly motivated to make the future changes implemented by
Northern Bank a success . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I believe the future changes communicated to date will be good for
further development of Northern Bank . . . . . . . . . . . . . . . . . . . . . . . . . .
I believe the future changes communicated to date will be good for my career . . . . . .
I believe the future changes communicated to date will be good for our customers . . .
Strongly
Disagree
Strongly
Agree
Don’t
Know
Strongly
Disagree
Strongly
Agree
Don’t
Know
Very
Poor
Very
Good
Don’t
Know
Very
Poor
Very
Good
Don’t
Know
Very
Poor
Very
Good
Don’t
Know
Strongly
Disagree
Strongly
Agree
Don’t
Know
Pinpointing Derailment Risks
Danske Bank assesses employee perceptions
of integration efforts to identify integration risks…
1
Find Danske Bank’s Full Integration Risk Survey in the appendix, p. 113.
2
Danske Bank acquired Northern Bank.
…and prioritizes critical performance
risks to determine next steps
HR Steering Committee
Communications
Head
Integration Head
HR Business Unit Heads
SVP HR
HR MA Lead
Risk Analysis Response
HR focuses next-step action items on areas of medium or high gap and high impact on integration performance.
High-impact risks, which have broad integration implications, are escalated by HR.
Acquired
Company
(1-100)
Danske
Bank
(1-100)
Benchmark
or
Expectation
Gap
Significance
Impact on
Integration
Target Next Steps Responsibility
Employee Commitment
Overall Satisfaction 51 77 69 High Medium
Motivation 62 80 71 Medium Medium
Discretionary Effort 48 69 67 High High 60 Find appropriate engagement lever SVP HR
Intent to Stay 52 75 72 High High 65 Find appropriate engagement lever SVP HR
Recommend a Friend 57 72 70 Medium Low
Image
Overall Image 60 73 67 Medium Low
Internal Image 59 77 61 Medium Medium
External Image 65 70 69 Low Low
Target Senior Management
Perception of Senior Executives 63 81 75 Medium High 69 Collect more information HR Business Partner
Ability to Make Right Decisions 55 77 74 High Medium
Ability to Inform Employees 45 85 69 High High 79 Collect more information HR Business Partner
Target Line Manager
Perception of Line Manager 41 79 69 High Medium
Line Manager Skills 49 82 75 High Medium
Ability to Inform Employees 44 81 72 High High 75 Reassess scripting for line managers Communications Head, HR Integration Lead
Cooperation
Colleague cooperation 66 85 76 High High 72 Team building techniques HR Business Partner
Atmosphere 54 71 67 Medium Medium
Colleague Interaction 64 69 68 Low High
Respect 65 70 66 Low Medium
Learning 69 75 71 Low Low
Integration Progress
Openness to Change 44 NA 67 High High 63 Discussion forums on change benefits Communications Head, HR Integration Lead
Information Access 56 NA 65 Low Medium
Understand Changes 52 NA 61 Low High
Communication Frequency 45 NA 64 Medium High 60 Increase volume of communications Communications Head, HR Integration Lead
Communication Quality 43 NA 66 High High 61 Reassess formal communications Communications Head, HR Integration Lead
Personally Support Changes 55 NA 62 Low Medium
Changes Positive for Organization 51 NA 64 Medium High 62 Discussion forums on change benefits HR Business Partner
Changes Positive for Individual 58 NA 63 Low High
Changes Positive for Customers 60 NA 66 Low High
Danske Bank Risk Prioritization and Response Planning
Questions on integration progress
indicate the overall effectiveness
of early integration efforts and
highlight areas where changes to
the original integration plan should
be considered.
Source: Danske Bank; Corporate Leadership Council; HR Executive Forum research.
28
29. HRFR19XP3MB 30© 2008 Corporate Executive Board. All Rights Reserved.
Progress Checks
Danske Bank monitors the progress of efforts to manage integration risks through a monthly temperature check assessment…
Monthly Temperature Check
…while an integration spot-check survey undertaken six months after
deal close assesses the effectiveness of efforts to overcome integration risks
Integration Spot Check Survey
Satisfaction
I feel motivated in my job . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I am willing to make an extra effort if necessary . . . . . . . . . . . . . . . . . . . . . .
I would recommend others to seek employment at/in Northern Bank . . . . . . . . . .
Business Unit
The Integration and Migration Project is a High Priority Within My Business Unit .
I feel there are opportunities for me to become
involved in the changes in Northern Bank . . . . . . . . . . . . . . . . . . . . . . .
Integration Progress
I know where to go for information during change initiatives if I need it . . . . . . . . .
I am comfortable going to this source for information . . . . . . . . . . . . . . . . . . .
I feel that the portal delivers information in a way that keeps me up to date . . . .
I know and understand the future development of Northern Bank . . . . . . . . . . . .
I understand the structural changes planned in my location/area . . . . . . . . . . . . .
I am highly motivated to make the future changes implemented by
Northern Bank a success . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
I believe the future changes communicated to date will be good for
further development of Northern Bank . . . . . . . . . . . . . . . . . . . . . . . . . .
Strongly
Disagree
Strongly
Agree
Strongly
Disagree
Strongly
Agree
Strongly
Disagree
Strongly
Agree
Don’t
Know
Don’t
Know
Don’t
Know
Integration spot-check
survey retests previously
identified high-impact risks
to identify effectiveness
and impact of HR actions.
HR Steering
Committee
Temperature Check Input
• Update on execution of
integration survey next steps
• Direct employee feedback on
integration execution
• Key messages on acquisition and
integration from exit interviews
• Changes in recruitment, attrition,
and sick leave metrics
Objectives
• Ensure integration execution is
on track
• Update execution strategy based
on employee feedback
• Ensure that communication plan
is targeted at employee concerns
• Identify and respond to any
escalation in retention risk
New questions based on
output from the initial
integration survey and
the temperature check
assessment.
Source: Danske Bank; Corporate Leadership Council; HR Executive Forum research.
29
30. HRFR19XP3MB 31© 2008 Corporate Executive Board. All Rights Reserved.
Satisfaction
Please rate your overall satisfaction as an employee.
1. How satisfied are you overall as an employee?..................................................................................
2. Imagine a place of work that is perfect in all aspects.
How close to this ideal do you consider your current job to be?..................................................
Overall assessment
Please indicate to which extent you agree or disagree with the following statements concerning Northern Bank:
3. I feel motivated in my job..........................................................................................................................
4. I always look forward to going to work................................................................................................
5. I am willing to make an extra effort if necessary................................................................................
6. I believe my colleagues think I do a good job.......................................................................................
7. If the conditions were to change for Northern Bank,
I would be open to changes that would affect me..............................................................................
8. I would like to be working for Northern Bank
in two years’ time........................................................................................................................................
9. I rarely look for other jobs.......................................................................................................................
10. I feel that I have many alternative job possibilities
if I were to leave Northern Bank............................................................................................................
11. I would recommend others to seek employment
at/in Northern Bank...................................................................................................................................
Please indicate to which extent you agree or disagree with the following statements concerning the Danske Bank Group:
12. I would like to be working for the Danske Bank Group in two years’ time................................
13. I would recommend others to seek employment with the Group................................................
Strongly
Disagree
Strongly
Disagree
Very
Dissatisfied
Very
Far From
Strongly
Agree
Strongly
Agree
Very
Satisfied
Could Not
Be Closer
Don’t
Know
Don’t
Know
Don’t
Know
Don’t
Know
Integration Risk Survey
Supporting Tool
Source: Danske Bank; Corporate Leadership Council; HR Executive Forum research.
30
31. HRFR19XP3MB 32© 2008 Corporate Executive Board. All Rights Reserved.
Image
Please rate the image of Northern Bank. “Image” is the reputation that Northern Bank enjoys in the world around you.
Please indicate to which extent you agree or disagree with the following statements:
14. Northern Bank has a good image...........................................................................................................
15. I am proud to tell other people that I work for Northern Bank ...................................................
16. Other people consider Northern Bank to be a good place to work............................................
Senior Management of Northern Bank
The following questions concern your rating of the senior management of Northern Bank. “Senior management” is
the person/persons who make the strategic decisions for the area. Please rate the overall leader on the basis of your
impressions and views—also if you do not have any concrete examples or direct contact with him/her/them.
17. Your overall perception of senior management .................................................................................
18. Senior management’s ability to make the right decisions.................................................................
19. Senior management’s ability to inform employees.............................................................................
20. The ethics of senior management...........................................................................................................
Line Manager
Please indicate to which extent you agree or disagree with the following statements
concerning the Danske Bank Group:
21. Your overall perception of your line manager.....................................................................................
22. The professional skills of your line manager........................................................................................
23. The managerial skills of your line manager...........................................................................................
Please indicate to which extent you agree or disagree with the following statements:
24. I have received sufficient information from my line manager
since the sale of Northern Bank was announced...............................................................................
25. My line manager keeps me updated with changes as they
affect me/my location.................................................................................................................................
26. My line manager is committed and supportive of the implementation
of the changes communicated over recent weeks..............................................................................
Strongly
Disagree
Very
Poor
Very
Poor
Strongly
Disagree
Strongly
Agree
Very
Good
Very
Good
Strongly
Agree
Don’t
Know
Don’t
Know
Don’t
Know
Don’t
Know
Full Integration Risk Survey (Continued)
Supporting Tool
Source: Danske Bank; Corporate Leadership Council; HR Executive Forum research.
31
32. HRFR19XP3MB 33© 2008 Corporate Executive Board. All Rights Reserved.
Cooperation
Please rate cooperation at your place of work. Cooperation is a broad term and consists of cooperation within your
unit as well as cooperation between your unit and other units in Northern Bank and the Danske Bank Group.
27. The professional cooperation with your colleagues.............................................................
28. The general atmosphere among your colleagues..................................................................
29. Social relations and interaction with your colleagues..........................................................
Please indicate to which extent you agree or disagree with the following statements:
30. I feel that the colleagues in my unit respect each other......................................................
31. In my unit we are good at learning from each other............................................................
Conditions of Work
Please rate your conditions of work. Consider the aspects that concern your daily work, your salary and benefits,
and your professional and personal development.
32. Your job objectives and the contents of your work.............................................................
33. The physical working environment at your place of work..................................................
34. The workload/pressure (if the workload/pressure is a problem give a low rating).....
35. Your salary (including supplements and bonus) compared to
what you could get in a similar position elsewhere.............................................................
36. Your benefits (holidays, flexible working hours, pension, clubs and other benefits)
compared to what you could get in a similar position elsewhere.....................................
37. Your job security...........................................................................................................................
38. Your opportunities for professional and personal development.......................................
39. The attention given to your professional and personal development................................
Very
Poor
Strongly
Disagree
Very
Poor
Very
Good
Strongly
Agree
Very
Good
Don’t
Know
Don’t
Know
Don’t
Know
Integration Risk Survey (Continued)
Supporting Tool
Source: Danske Bank; Corporate Leadership Council; HR Executive Forum research.
32
33. HRFR19XP3MB 34© 2008 Corporate Executive Board. All Rights Reserved.
Integration Process
Please indicate to which extent you agree or disagree with the following statements:
40. I welcome and encourage change in Northern Bank...........................................................
41. I know where to go for information during change initiatives if I need it.......................
42. I am comfortable going to this source for information........................................................
43. I know and understand the future development
of Northern Bank.........................................................................................................................
44. I understand the structural changes planned
in my location/area.......................................................................................................................
45. I feel that the frequency of communication I received
met my needs and expectations ...............................................................................................
46. I feel that the quality and detail of communication
I received met my needs and expectations.............................................................................
47. I am highly motivated to make the future changes
implemented by Northern Bank a success.............................................................................
48. I believe the future changes communicated to date will be
good for further development of Northern Bank................................................................
49. I believe the future changes communicated to
date will be good for my career................................................................................................
50. I believe the future changes communicated to
date will be good for our customers........................................................................................
Strongly
Disagree
Strongly
Agree
Don’t
Know
Integration Risk Survey (Continued)
Supporting Tool
Source: Danske Bank; Corporate Leadership Council; HR Executive Forum research.
33
34. HRFR19XP3MB 35© 2008 Corporate Executive Board. All Rights Reserved.
Assessing Execution Risk
ABN AMRO’s dashboard monitors integration execution and helps to proactively responds to integration milestone delivery risk
Integration Execution Dashboard*
Integration Execution Dashboard
Date: 12 March 2006 Leader: Mary Graham Project: HR RJC MA
Task Owner
Task
Milestones
Delivery
Risk
Task
Progress
Action
Steps
Retention:
Execute
retention
plan for key
management
talent
Local HR
Anticipated Start: March 3
High
Modified
completion
date 22 April
Execution risk identified
and reported to
integration team.
Conducting HIPO
engagement survey to
create retention plan with
corporate HR
Actual Start: March 3
Anticipated End: March 18
Actual End:
Not on Track
Staffing:
Review
processes,
resources, and
tools
Local HR
Anticipated Start: March 3
Medium
Modified
completion
date 10 April
Target company tracks
different recruiting
metrics causing a delay to
beginning analysis. Have
established a taskforce to
standardize metrics
Actual Start: March 9
Anticipated End: March 31
Actual End:
Not on Track
Cultural
Integration:
Understand
work philosophy
and values
Corporate HR
Anticipated Start: March 5
Normal Completed
Cultural integration
analysis completed March
10
Actual Start: March 5
Anticipated End: March 12
Actual End: March 10
On Track
Training and
Development:
Design change
management
program for the
line managers
Local HR
Anticipated Start: March 5
Normal On Track
Proposal for training
curriculum currently with
CU. Final confirmation
on track for approval 22
March
Actual Start: March 5
Anticipated End: March 30
Actual End:
On Track
HRIT Systems:
Identify gaps in
HR related study
Corporate HR
Anticipated Start: March 8
Normal On Track
Gap analysis on track for
completion on 15 MarchActual Start: March 8
Anticipated End: March 21
Actual End:
On Track
* All names and data are fictional.
Source: ABN AMRO Holding N.V.; Corporate
Leadership Council; HR Executive Forum
research.
Milestone Tracking
The HR integration leader
tracks task milestones on
critical integration tasks
and assesses whether the
team is on track to meet the
predetermined deadlines.
1
Course Correction
The HR integration leader
formulates corrective action steps
where necessary to respond
proactively to delivery risk.
3
Risk Alerts
The HR integration leader uses
the dashboard to report key
integration business risks to the
Project Integration Team.
2
34
35. HRFR19XP3MB 36© 2008 Corporate Executive Board. All Rights Reserved.
MA Management Tips
Information Capture Due Diligence Analysis Integration Management
Conduct an in-person meeting with your
target counterpart as building rapport can
expedite information capture.
HR should not only send a questionnaire and
document checklist to the target, but also
follow up to confirm responses and gather
more detail.
In discussions with the target contact, pull
up and conduct informal, in-the-moment
synthesis to ensure the conversation
continues in a productive direction.
Leverage third-party information to fill in gaps
and validate previously captured information.
Use several screens when evaluating
information including visibility, financial
impact, and cultural fit.
Cultural indicators are not “one-size fits all,”
therefore invest in identifying indicators that
accurately define your organization.
Complete visibility is not always necessary for
thorough analysis; press hard for information
that will help assessing impact, not just
differences.
Analysis templates can help surface risk
but can also be valuable reporting tools
for communicating those risk areas to the
integration team.
Integration execution progress does
not equate to quality; therefore, imbed
assessment mechanisms in the integration
plan that assess both criteria.
Using integration performance “snapshots”
shortly after instituting changes can quickly
capture areas of underperformance.
Track any HR integration milestones
within the context of the cross-functional
integration plan.
Request similar integration dashboards from
other functions to identify conflicts across
integration planning efforts.
Source: HR Executive Forum research.
35
36. HRFR19XP3MB 37© 2008 Corporate Executive Board. All Rights Reserved.
HR Executive Forum
Member Driven Research Agenda and Services
Constant and Unlimited Support for Member Organizations
First Quarter 2008
Webinars
Employment Branding—Part I
24 January 2008
Developing the next Generation of Leaders
24 January 2008
Engaging Managers in Compensation
Discussions
12 February 2008
Employment Branding—Part II
27 February 2008
Accelerating Recruiter Performance
28 February 2008
MA
6 March 2008
Boosting the Effectiveness
of Frontline Management
18 March 2008
Design and Execution Center Release
European Benefits within Benefits Toolkit
26 March 2008
Annual Executive Retreat
Building the HR-Line Partnership
27 March 2008, Chicago
Benchmark Metrics
New Hire Benchmarks
March 2008
Webinars
Developing an Onboarding Program
3 April 2008
Attracting Critical Talent
22 April 2008
Growing the Next Generation of Leaders
23 April 2008
Succession Planning
May 13, 2008
Developing an Onboarding (Induction) Program
21 May 2008
Maximizing ROI of Total Rewards Packages
4 June 2008
Performance Management
17 June 2008
Leadership Development in China
19 June 2008
Design and Execution Center Release
UK Europe HR 101
14 May 2008
Annual Executive Retreats
Building the HR-Line Partnership
23 April 2008, California
7 May 2008, Atlanta
Attracting Critical Talent
4 June 2008, London
25 June 2008, Virginia
Succession Management
12 June 2008, Chicago
Webinars
Succession Management
16 July 2008
Managing Recruiter Effectiveness
20 August 2008
Growing the Next Generation of Leaders
24 September 2008
Design and Execution Center Release
European HR Benchmarking Data
30 July 2008
Line Manager Toolkit
July 2008
Annual Executive Retreats
Growing the Next Generation of Leaders
9 September 2008, Toronto
TBD
August 2008, Australia
Benchmark Metrics
Turnover Cost Calculator
September 2008
Webinars
Building HR Line Partnerships
15 October 2008
Boosting Effectiveness of Frontline Management
19 November 2008
Driving Employee Engagement and Retention
4 December 2008
Design and Execution Center Release
Recruiting in Europe within Recruiting Toolkit
21 October 2008
HR Training Toolkit
November 2008
Annual Executive Retreat
TBD
Second Quarter 2008 Third Quarter 2008 Fourth Quarter 2008
36
37. HRFR19XP3MB
w w w . h r e x e c u t i v e f o r u m . c o m
HR Executive Forum
Washington, D.C. • Chicago • San Francisco • London • New Delhi • Sydney
37