This document outlines due diligence questions related to people costs and employee information for an acquisition or business transfer. It requests details on: 1) Staffing costs including employee listings with compensation details, open positions, and staff under notice. 2) Employment details like names, jobs, dates of birth, departments, benefits coverage, and termination terms for transferring employees. 3) Organizational structures including job descriptions, evaluation schemes, charts, and department functions. 4) Benefits information including pension details, medical plans, leave policies, loans, and other fringe benefits.

1. TUPE - People Due Diligence Questions Roy Mark July 2009

2. Due Diligence Information – People Costs Staffing Costs: Compile a soft copy listing of all in-scope employees showing all forms of compensation by position (include all open positions and staff under notice).

3. Employment Details Employee details. Schedule of in-scope employees to be transferred by functional department. Provide a list with the following details: Name Job title and classification Start date Date of birth Department Gender Part time/full time Base salary Shift pattern and payments Bonus / commission entitlement Commission Plans Car/car allowance Other payments Standard hours Annual leave Long service leave, holiday and sick leave entitlement Notice periods Place of work (if home/mobile please identify) Termination terms including entitlement upon termination eg redundancy, notice pay.

4. Organisation Structure Provide copies of the following; Job specifications/descriptions Job evaluation/grading scheme Provide organisation charts and describe function of each department. Document employee training costs Describe the current employee skills profile Provide a one year staffing plan, including part-timers and contractors Identify those employees who are key eg, sole knowledge holders, prime customer relationship owners, etc.

5. Benefits Information Provide copies of plan booklets Pension details Medical plan(s) Private health insurance Accidental death insurance Annual leave/vacation Medical leave policy Company loans Flexitime Car policy Share options Canteen facilities Other (please specify) Confirm that all fringe benefit costs are charged to the in-scope organisations. If applicable, identify benefit costs that are not charged to the in-scope organisation. Any training commitments made to individual employees that will result in a future cost to the business Information by employee indicating their personal benefits coverage

6. Salary Administration Salary administration information Payroll system details Salary Increases: Describe process & policy. Record dates and effective percentages of last and next general increase Grade structure Performance appraisal process Copies of in-scope employees’ two most recent appraisals Salary history of in-scope employees Overtime rates Premium pay (e.g., shift differential, hazard duty). Copy of latest payroll register (once transfer agreed)

7. Employee Relations Employee relations Details and copies of any collective bargaining agreements Details of current grievances/disputes/disciplinary matters in the last 12 months and their outcome Describe any joint consultative process Describe the formal and informal communications within the business Level of trade union membership List of trade union representatives Provide details of any previous acquisitions or outsourcing where a potential liability may cross over. Provide details of any liabilities or indemnities from any previous transfer of the business or part of the business, including catering, cleaning, security, etc. Provide details of anyone dismissed within the last 3 months. Details of any accidents for the last 3 years and any outstanding claims for injury against the company. List those staff with any restrictive covenants and provided copies of the covenants.

8. Off Site Third Party Employment Information on in-scope employees who are on leave or anticipating leave for any reason or operate from home. Third-party contractors: List any none core staff such as consultants/service providers who might be classed as a transferee under TUPE legislation. Compile a soft copy listing of in-scope contractors showing estimated annual rate by position (include all open positions). Name Agency affiliation Description of work performed, eg how managed, work content, if undertaken as well be permanent staff, etc. Length of contract Rate of pay Copy of contract and the nature of their work Provide details of any external funding provided such as training grants

9. Organisational Statistics Average vacancy factor Levels of overtime Provide details of organisational statistics; Sickness absence by department and company Staff attrition by department and company Employment budgets and spend for last 2 years Training Recruitment Health & Safety Employment law, both tribunal awards and out of court settlements/compromise agreements Pay settlements Staff ratios, eg, Male/female, Age distribution Ethnic diversity Part-time/full time/homeworking Equal pay

10. People Policies Human resources policies Policy and procedure manual Disciplinary/grievance procedure Smoking policy First aid/occupational health policies Staff handbook Confidentiality agreement Equal opportunities policy Appraisal/salary review policy Recruitment Policy Sample contract of employment Health & safety

11. Pensions Pension, or life insurance schemes operated in which the directors, or employees participate (provide particulars, including the following): Copy of deeds including rules Copy of latest audited accounts Copy of latest actuarial reports Copy of all booklets and announcements Details of insurance policies or scheme investments Copies of latest report by investment manager List of active members of schemes, showing date of birth, age, date of joining scheme, and current salary Scheme provider and charges Include any additional enhancements , eg, extra benefits if redundant, rights to request early retirement, etc. Contribution levels