薪酬福利(英文)讲课讲稿

1、企业管理学习网企业管理学习网http:/ 海量营销管理培训资料下载 薪酬福利(英文)$ ValueIntegration GapTransaction GapPurchase PriceActual ValueRealized Results$Inadequate HR Due Diligence Exec. contracts / change in control Broad-based severance / retention Benefit liabilities Compliance Total compensation alignment Culture fit and capa

2、bilitiesInadequate Planning & Implementation Failure to define strategy / complexity Failure to keep critical talent Ineffective communications Poorly designed and managed RIF process Loss of leadership credibility Inability to identify and align new behaviors Administrative chaosPeople issues subst

3、antially impact pre-deal and post-deal financial results Client CFO: “M&A Success is About People AND Numbers”Why do “People Factor” failures still happen?lLack of awareness of the substantial financial impactlHR issues not sufficiently considered in overall M&A processlUnclear strategic rationale f

4、or target business and related HR implicationslNo HR-related target screening or purchase criterialInadequate or incomplete due diligence of people costs and organization issueslFailure to align shareholder interests and employee issues during the integration processlLack of understanding or experie

5、nce in local countryBest practice acquirers link HR issues throughout each phase of the M&A lifecycleBest practice acquirers link HR issues throughout each phase of the M&A lifecyclenIdentify/clarify strategic human capital needs to support the enterprise strategynProfile desired partner/target to f

6、ulfill identified human capital needsnDevelop M&A processes, tools and skillsnIdentify potential partner/target which will build desired human capital capabilitiesnInitial valuation / priority screennClarification of HR due diligence process and objectives, level of detail and focus areas HR Initial

7、 Target Screening Financial Issues Synergies can they be realized in time projected Benefits unrecorded liabilities, critical issues planning,and compliance issues Compliance issues lack of ethics, bribery, etc. System incompatibility and expenseCulture clash Cultures are widely different can the de

8、al really work?Misalignment in compensation & benefits strategiesand expectations Acquirer has deep equity in the organization and you donot Employees have “high tech” employment optionsFlight risk scenarios Executive contracts and change in control provisions Key executive commitment to deal succes

9、s The transaction “lottery” effect is it making key talent or“rank in file” too rich Does the transaction require a ”voluntary” employeetransfer to NEWCO?Labor relations / employment law Problems w/ employee groups, unions et al. Employment litigation Roadblocks to restructuringHR “red flags” must b

10、e documented through an overall target screening and purchase criteria analysisHR Purchase Criteria AnalysisAssessmentFactor:DealStopperDealShaperDealMaker12345Financial Issues $50mmExec CIC and other costsexceed normXXCulture Clash Majordifferences in structure / styleXXMisalignment in compensation

11、& benefit strategies andexpectations 30% highertotal comp costsXXFlight risk scenarios toptechnical talent will berequired retentionarrangementsXXLabor relations/employmentlaw issues Activist unions atkey plantsXXOverall Recommendations: _No go too risky unless defensive playSample Illustration Only

12、Best practice acquirers link HR issues throughout each phase of the M&A lifecyclenPre-deal HR financial due-diligencenPre-deal human capital due-diligencenHR strategy framework and integration pro-formanDeal table actuarial supportnNegotiating employment warranties, employment terms and conditions n

13、Initial integration planning begins prior to deal closeHuman Capital and Cultural Due Diligence lHR strategy, structure, staff capabilities and service delivery approachlculture and performancelleadership model and talentlorganization structure and staffinglcompatibility of people practiceslHRIS, in

14、tranet, portal solutionsllabor law restraintslHR pro-forma integration framework and budgetEffective integration begins with effective due diligence both “Defensively” and “Offensively”HR Financial Due Diligence l executive employment costs:Contracts, costing, terms, and change in control triggers,

15、supplemental benefitsl benefit liabilities:health, termination, funding of pension plans, compliancel retentionl employment liabilitiesl total compensation comparisonl broad-based severance impactThorough due diligence is critical in China.lSelection of leadership teamimportant to assess management

16、capabilitythorough due diligence on peoples reputation, ethics, outstanding loans, etc.understand their motivation for the deal and assess willingness to changelPAY! likely to have a very different philosophy: the concept of a “labour market” is newdo not underestimate the cost of benefits!lBenefits

17、 liabilitiescheck if contributions to various government mandated funds have been madethese contributions vary based on locationsupplementary pension plans and not everything is writtenlUnionslHistory of labour disputes and outstanding law suits/claimslHistory of severance practiceslThe organization

18、al structure normally follows the competencies of the leadership team and is not necessarily along functional lineslA culture of secrecy still operateslThe cultural differences appear in all aspects of the “way things are done around here”Conduct your DD onsite - not in a remote data room -and allow

19、 plenty of time for interaction withvarious internal and external people!A reporters question: What is the most important element in your decision to acquire a company?“Its not what the company does, or technology per se . . . Its the chemistry between our people . . .” John Chambers, CEO CiscoBest

20、practice acquirers link HR issues throughout each phase of the M&A lifecyclenImplement integration plans, design changes, and workforce transition decisionsProject managementAddressing workforce “Me” issuesCommunications planning and deliveryStaffing & selectionRetention and re-recruitmentCompensati

21、onBenefitsLeadershipOrganization structureHR strategy, structure, service deliveryEtc.What should you be paying attention to in China?lThings take time!lComprehensive conflict resolution protocolsregulatory framework insufficientdifficult issue with 50-50% JVSincorporate resolution methods in employ

22、ment contractslPut in place systems to ensure adherence with company values, best practice and codes of conducttraining is criticalcompany values need to be frequently communicated and reinforced through compensation and performance managementfactor in a lot of training time for management developme

23、ntlProtecting intellectual property / know how is criticallWhen you are implementing change,.saving face is importantlayoffs are undesirableWhat should you be paying attention to in China?lDifferent employment rules/laws operate in different cities/provincescritical to know provincial employment law

24、semployment contract might have to be altered, depending on situationlabor laws are protective of employees critical to have local contacts with local authorities and labour bureauslPay, particularly cash, is an attraction tool up to a certain point. After that employees look for:recognitionstatustr

25、ainingcareer progression - traditionally dependant on relationshipslBonuses used to be considered as entitlement - operating a real performance culture is difficultWhat can you do?Compensation and BenefitsIntegrating company pay and benefits plans directly addresses major me issues.lPay and benefit

26、changes are critical in demonstrating the values of the new companylIntegration is a great opportunity for a fresh look at objectives and solutions, including changes in the relative benefit values for younger vs older employees, short service vs long service and lower skill levels vs higherlThe con

27、solidation of plans and vendors is one of the major tools in gaining cost efficiencieslSuccessful pay and benefit programs must address: plan designfinancial elements administration/vendor management employee communicationslSuccessful implementation requires a strategic focus and attention to detail

28、Collect information from all partiesCompare against marketMake recommendation and assess costCommunicate- to who- how- literature to be provided- whenC&B Integration Process Large discrepancies between the compensation philosophies of merging entities Country specific issuesculturallegal Dealing wit

29、h senior executives who are on personalised contracts Dealing with expatriates, transferees, etc. Stock options / bonuses: vesting, allocation rules, etc. Timing Employee / union acceptance Need for consistency in country, region or globallyCommon IssuesHarmonizing Options Options in harmonizing are

30、: Grand fatheringmakes culture change more difficultthe organization needs to maintain inequities for a long time Benefit buy-outit is expensivestaff concerned get upsetrequires much more extensive communication effortsDo not forget: Your Compensation and Benefits practices support your culture! A c

31、ase study: Three major financial institutionsBackgroundlA global financial institution acquired an investment bank and an asset management house within a timeframe of 3 to 6 months in order to strengthen capabilities in these areaslBoth deals were announced in mid-2000lAsia Pacific workforce, after

32、staff reductions, is around 8,000 lThere were substantial differences in the heritage cultures and compensation philosophies (paternalistic, benefit heavy and local driven v.s. performance driven, cash heavy and globally driven)lCommunicating them and getting acceptance is perceived as being even mo

33、re difficultIn view of the challenges faced, which approach should they take to harmonization and communication?Approach to harmonizationlFollowed acquirer company philosophylGrand fathered as little as possible, except for senior people who were making a lot of noise and where critical to the busin

34、esslRequired global negotiations with the head office of the acquired companylMaintained the total value of the package through a “special benefit” in cash as a transition measurelUsed the opportunity to make major retirement plan changes, consolidated vendors and introduced flexible benefitsALL THE

35、SE TOOK ALMOST A YEAR TO FINALIZE !Approach to communications Regionally driven with similar timelines and processes Realized that there will be a lot of “selling” involved, so had to identify the issues that are likely to occur and prepare individual responses Thorough stakeholder analysis Stakehol

36、der meetings Management briefings Employee briefings Employee information kit with personalised information Optional individual meetings with HR Web-site for regional project team HR - Links Contact e-mail address for questions Lotus Notes Database of frequently asked questions Screen savers for important announcements Presen