薪酬福利(英文)ppt课件

1、Mergers & Acquisitions in China50% report an overall drop-off in productivity in first 4-8 months47% of acquired company executives leave in the first year - 75% leave within the first three yearsJust 23% of all acquisitions earn their cost of capitalOn average, management grade the financial perfor

2、mance of their alliances as a “C minus58% 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, FortuneNumerous studies conti

3、nue to cite “people and cultural issues as the most common failure factors2$ ValueIntegration GapTransaction GapPurchase PriceActual ValueRealized Results$Inadequate HR Due DiligenceExec. contracts / change in controlBroad-based severance / retentionBenefit liabilitiesComplianceTotal compensation al

4、ignmentCulture fit and capabilitiesInadequate 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 Administrati

5、ve chaosPeople issues substantially impact pre-deal and post-deal financial results 3Client CFO: “M&A Success is About People AND Numbers4Why do “People Factor failures still happen?Lack of awareness of the substantial financial impactHR issues not sufficiently considered in overall M&A processUncle

6、ar strategic rationale for target business and related HR implicationsNo HR-related target screening or purchase criteriaInadequate or incomplete due diligence of people costs and organization issuesFailure to align shareholder interests and employee issues during the integration processLack of unde

7、rstanding or experience in local country5Best practice acquirers link HR issues throughout each phase of the M&A lifecycleFormulateLocateInvestigateNegotiateIntegrate6Best practice acquirers link HR issues throughout each phase of the M&A lifecycleFormulateLocateInvestigateNegotiateIntegrateIdentify

8、/clarify strategic human capital needs to support the enterprise strategyProfile desired partner/target to fulfill identified human capital needsDevelop M&A processes, tools and skillsIdentify potential partner/target which will build desired human capital capabilitiesInitial valuation / priority sc

9、reenClarification of HR due diligence process and objectives, level of detail and focus areas7HR “red flags must be documented through an overall target screening and purchase criteria analysisSample Illustration Only8Best practice acquirers link HR issues throughout each phase of the M&A lifecycleF

10、ormulateLocateInvestigateNegotiateIntegratePre-deal HR financial due-diligencePre-deal human capital due-diligenceHR strategy framework and integration pro-formaDeal table actuarial supportNegotiating employment warranties, employment terms and conditions Initial integration planning begins prior to

11、 deal close9Human Capital and Cultural Due Diligence HR strategy, structure, staff capabilities and service delivery approachculture and performanceleadership model and talentorganization structure and staffingcompatibility of people practicesHRIS, intranet, portal solutionslabor law restraintsHR pr

12、o-forma integration framework and budgetEffective integration begins with effective due diligence both “Defensively and “OffensivelyHR Financial Due Diligence executive employment costs:Contracts, costing, terms, and change in control triggers, supplemental benefits benefit liabilities:health, termi

13、nation, funding of pension plans, compliance retention employment liabilities total compensation comparison broad-based severance impact10Thorough due diligence is critical in China.Selection of leadership teamimportant to assess management capabilitythorough due diligence on peoples reputation, eth

14、ics, outstanding loans, etc.understand their motivation for the deal and assess willingness to changePAY! likely to have a very different philosophy: the concept of a “labour market is newdo not underestimate the cost of benefits!Benefits liabilitiescheck if contributions to various government manda

15、ted funds have been madethese contributions vary based on locationsupplementary pension plans11 and not everything is writtenUnionsHistory of labour disputes and outstanding law suits/claimsHistory of severance practicesThe organizational structure normally follows the competencies of the leadership

16、 team and is not necessarily along functional linesA culture of secrecy still operatesThe cultural differences appear in all aspects of the “way things are done around hereConduct your DD onsite - not in a remote data room -and allow plenty of time for interaction withvarious internal and external p

17、eople!12A 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 Cisco13Best practice acquirers link HR issues throughout each phase of the M

18、&A lifecycleImplement integration plans, design changes, and workforce transition decisionsProject managementAddressing workforce “Me issuesCommunications planning and deliveryStaffing & selectionRetention and re-recruitmentCompensationBenefitsLeadershipOrganization structureHR strategy, structure,

19、service deliveryEtc.FormulateLocateInvestigateNegotiateIntegrate14What should you be paying attention to in China?Things take time!Comprehensive conflict resolution protocolsregulatory framework insufficientdifficult issue with 50-50% JVSincorporate resolution methods in employment contractsPut in p

20、lace 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 developmentProtecting intellectu

21、al property / know how is criticalWhen you are implementing change,.saving face is importantlayoffs are undesirable415What should you be paying attention to in China?Different employment rules/laws operate in different cities/provincescritical to know provincial employment lawsemployment contract mi

22、ght have to be altered, depending on situationlabor laws are protective of employees critical to have local contacts with local authorities and labour bureausPay, particularly cash, is an attraction tool up to a certain point. After that employees look for:recognitionstatustrainingcareer progression

23、 - traditionally dependant on relationshipsBonuses used to be considered as entitlement - operating a real performance culture is difficult16What can you do?Compensation and Benefits17Integrating company pay and benefits plans directly addresses major me issues.Pay and benefit changes are critical i

24、n demonstrating the values of the new companyIntegration 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 higherThe consolidation of plans and

25、vendors is one of the major tools in gaining cost efficienciesSuccessful pay and benefit programs must address: plan designfinancial elements administration/vendor management employee communicationsSuccessful implementation requires a strategic focus and attention to detail18Collect information from

26、 all partiesCompare against marketMake recommendation and assess costCommunicate- to who- how- literature to be provided- whenC&B Integration Process19Large discrepancies between the compensation philosophies of merging entitiesCountry specific issuesculturallegalDealing with senior executives who a

27、re on personalised contractsDealing with expatriates, transferees, etc.Stock options / bonuses: vesting, allocation rules, etc.TimingEmployee / union acceptanceNeed for consistency in country, region or globallyCommon Issues20Harmonizing Options Options in harmonizing are:Grand fatheringmakes cultur

28、e change more difficultthe organization needs to maintain inequities for a long timeBenefit buy-outit is expensivestaff concerned get upsetrequires much more extensive communication effortsDo not forget: Your Compensation and Benefits practices support your culture! 21A case study: Three major finan

29、cial institutionsBackgroundA 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 areasBoth deals were announced in mid-2000Asia Pacific workforce, after staff reductions, is around 8,0

30、00 There 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)Communicating them and getting acceptance is perceived as being even more difficultIn view of the challe

31、nges faced, which approach should they take to harmonization and communication?22Approach to harmonizationFollowed acquirer company philosophyGrand fathered as little as possible, except for senior people who were making a lot of noise and where critical to the businessRequired global negotiations w

32、ith the head office of the acquired companyMaintained the total value of the package through a “special benefit in cash as a transition measureUsed the opportunity to make major retirement plan changes, consolidated vendors and introduced flexible benefitsALL THESE TOOK ALMOST A YEAR TO FINALIZE !23

33、Approach to communicationsRegionally driven with similar timelines and processesRealized that there will be a lot of “selling involved, so had to identify the issues that are likely to occur and prepare individual responsesThorough stakeholder analysis Stakeholder meetingsManagement briefingsEmployee briefingsEmployee information kit with personalised informationOptional individual meetings with HR24Web-site for regional project teamHR - LinksContact address for questionsLotus Notes Database of frequently asked questionsScreen savers