薪酬福利(英文) PPT课件

1、Mergers & Acquisitions in China,50% report an overall drop-off in productivity in first 4-8 months 47% of acquired company executives leave in the first year - 75% leave within the first three years Just 23% of all acquisitions earn their cost of capital On average, management grade the financial pe

2、rformance of their alliances as a “C minus” 58% of mergers “fail to create substantial returns to shareholders” (A.T. Kearney) Only 17% of the 700 most expensive deals from 1996 1998 enhanced shareholder value (KPMG),Sources: The Wall Street Journal, CFO Magazine, Business Week, Fortune,Numerous stu

3、dies continue to cite “people and cultural issues” as the most common failure factors,$ Value,Integration Gap,Transaction Gap,Purchase Price,Actual Value,Realized Results,$,$,$,Inadequate HR Due Diligence Exec. contracts / change in control Broad-based severance / retention Benefit liabilities Compl

4、iance Total compensation alignment Culture fit and capabilities,Inadequate 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 ali

5、gn new behaviors Administrative chaos,People issues substantially 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?,Lack of awareness of the substantial financial impact HR issues not sufficiently consi

6、dered in overall M&A process Unclear strategic rationale for target business and related HR implications No HR-related target screening or purchase criteria Inadequate or incomplete due diligence of people costs and organization issues Failure to align shareholder interests and employee issues durin

7、g the integration process Lack of understanding or experience in local country,Best practice acquirers link HR issues throughout each phase of the M&A lifecycle,Best practice acquirers link HR issues throughout each phase of the M&A lifecycle,Identify/clarify strategic human capital needs to support

8、 the enterprise strategy Profile desired partner/target to fulfill identified human capital needs Develop M&A processes, tools and skills,Identify potential partner/target which will build desired human capital capabilities Initial valuation / priority screen Clarification of HR due diligence proces

9、s and objectives, level of detail and focus areas,HR “red flags” must be documented through an overall target screening and purchase criteria analysis,Sample Illustration Only,Best practice acquirers link HR issues throughout each phase of the M&A lifecycle,Pre-deal HR financial due-diligence Pre-de

10、al human capital due-diligence HR strategy framework and integration pro-forma,Deal table actuarial support Negotiating employment warranties, employment terms and conditions Initial integration planning begins prior to deal close,Human Capital and Cultural Due Diligence HR strategy, structure, staf

11、f capabilities and service delivery approach culture and performance leadership model and talent organization structure and staffing compatibility of people practices HRIS, intranet, portal solutions labor law restraints HR pro-forma integration framework and budget,Effective integration begins with

12、 effective due diligence both “Defensively” and “Offensively”,HR Financial Due Diligence executive employment costs: Contracts, costing, terms, and change in control triggers, supplemental benefits benefit liabilities: health, termination, funding of pension plans, compliance retention employment li

13、abilities total compensation comparison broad-based severance impact,Thorough due diligence is critical in China.,Selection of leadership team important to assess management capability thorough due diligence on peoples reputation, ethics, outstanding loans, etc. understand their motivation for the d

14、eal and assess willingness to change PAY! likely to have a very different philosophy: the concept of a “labour market” is new do not underestimate the cost of benefits! Benefits liabilities check if contributions to various government mandated funds have been made these contributions vary based on l

15、ocation supplementary pension plans, and not everything is written,Unions History of labour disputes and outstanding law suits/claims History of severance practices The organizational structure normally follows the competencies of the leadership team and is not necessarily along functional lines A c

16、ulture of secrecy still operates The 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 plenty of time for interaction with various internal and external people!,A reporters question: What is the most imp

17、ortant 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 Cisco,Best practice acquirers link HR issues throughout each phase of the M&A lifecycle,Implement integration plans, design

18、changes, and workforce transition decisions Project management Addressing workforce “Me” issues Communications planning and delivery Staffing & selection Retention and re-recruitment Compensation Benefits Leadership Organization structure HR strategy, structure, service delivery Etc.,What should you

19、 be paying attention to in China?,Things take time! Comprehensive conflict resolution protocols regulatory framework insufficient difficult issue with 50-50% JVS incorporate resolution methods in employment contracts Put in place systems to ensure adherence with company values, best practice and cod

20、es of conduct training is critical company values need to be frequently communicated and reinforced through compensation and performance management factor in a lot of training time for management development Protecting intellectual property / know how is critical When you are implementing change,. s

21、aving face is important layoffs are undesirable,4,What should you be paying attention to in China?,Different employment rules/laws operate in different cities/provinces critical to know provincial employment laws employment contract might have to be altered, depending on situation labor laws are pro

22、tective of employees critical to have local contacts with local authorities and labour bureaus Pay, particularly cash, is an attraction tool up to a certain point. After that employees look for: recognition status training career progression - traditionally dependant on relationships Bonuses used to

23、 be considered as entitlement - operating a real performance culture is difficult,What can you do?Compensation and Benefits,Integrating company pay and benefits plans directly addresses major me issues.,Pay and benefit changes are critical in demonstrating the values of the new company Integration i

24、s 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 higher The consolidation of plans and vendors is one of the major tools in gaining cost efficie

25、ncies Successful pay and benefit programs must address: plan design financial elements administration/vendor management employee communications Successful implementation requires a strategic focus and attention to detail,Collect information from all parties,Compare against market,Make recommendation

26、 and assess cost,Communicate - to who - how - literature to be provided - when,C&B Integration Process,Large discrepancies between the compensation philosophies of merging entities Country specific issues cultural legal Dealing with senior executives who are on personalised contracts Dealing with ex

27、patriates, transferees, etc. Stock options / bonuses: vesting, allocation rules, etc. Timing Employee / union acceptance Need for consistency in country, region or globally,Common Issues,Harmonizing Options,Options in harmonizing are: Grand fathering makes culture change more difficult the organizat

28、ion needs to maintain inequities for a long time Benefit buy-out it is expensive staff concerned get upset requires much more extensive communication efforts Do not forget: Your Compensation and Benefits practices support your culture!,A case study: Three major financial institutions,Background A gl

29、obal 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 areas Both deals were announced in mid-2000 Asia Pacific workforce, after staff reductions, is around 8,000 There were substantial dif

30、ferences in the heritage cultures and compensation philosophies (paternalistic, benefit heavy and local driven v.s. performance driven, cash heavy and globally driven) Communicating them and getting acceptance is perceived as being even more difficult In view of the challenges faced, which approach

31、should they take to harmonization and communication?,Approach to harmonization,Followed acquirer company philosophy Grand fathered as little as possible, except for senior people who were making a lot of noise and where critical to the business Required global negotiations with the head office of th

32、e acquired company Maintained the total value of the package through a “special benefit” in cash as a transition measure Used the opportunity to make major retirement plan changes, consolidated vendors and introduced flexible benefits ALL THESE TOOK ALMOST A YEAR TO FINALIZE !,Approach to communicat

33、ions,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 Stakeholder 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