[Human Resource Management in Financial Services] September 11, 2009 Mergers and Acquisitions Page 1 Human Resource Management in Financial Services A study concerning the impacts of mergers and acquisitions on the psychological contract, labour turnover, and labour retention Background Information EXBank is a UK based organisation. As part of its global growth strategy to develop an international presence EXBank is considering acquiring MMBank which is located in Malaysia. The Board is aware that acquisitions often fail because HR issues have not been adequately considered in the feasibility stage. The fact that the acquisition target is based in another country brings additional challenges. Tasks You have been asked to prepare a report for the Board which discussed two key Human Resource areas that will need to be considered if MMBank is acquired. Working Paper Sheffield Business School At Sheffield Hallam University Ee Suen Zheng Bachelor of Arts with First Class Honours in Banking and Finance +503-9283 8950 +6016-696 6566 [email protected]jamesesz.wordpress.com Word Count: 3289 words (excluding references and appendix)
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[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 1
Human Resource Management in Financial Services
A study concerning the impacts of mergers and
acquisitions on the psychological contract,
labour turnover, and labour retention
Background Information
EXBank is a UK based organisation. As part of its global
growth strategy to develop an international presence EXBank
is considering acquiring MMBank which is located in
Malaysia. The Board is aware that acquisitions often fail
because HR issues have not been adequately considered in
the feasibility stage. The fact that the acquisition target is
based in another country brings additional challenges.
Tasks
You have been asked to prepare a report for the Board which
discussed two key Human Resource areas that will need to be
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 2
Table of Contents
1. Executive Summary 3
2. Defining the problem 3-5
3. Two Key Areas of Human Resource Management (HRM) to
be considered
3.1 The Psychological Contract 5-6
3.2 Labour Turnover and Retention 7-8
4. Merger and Acquisition Challenges in the Financial Services
Industry
8-10
5. Responses 10-11
6. Conclusion 12
7. Bibliography 13-16
8. Appendices 17-26
„
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 3
1. Executive Summary
Mergers and acquisitions have in recent years become increasingly common as both
the forces of globalisation, deregulation and advances in technology enables large
multinational corporations deploy resources far from their country of origin. This working
paper attempts to highlight two key human resource issues that should be considered by a UK
bank when acquiring a Malaysian bank. Both the psychological contract and labour turnover
and retention issues will be highlighted and discussed to provide a better picture on the role
that Human Resource Management would play in an acquisition. Results from this paper
indicates that these two issues must be pre-planned during the pre-integration stage before
other human resource issues are managed.
2. Defining the problem
Geographical scope is normally positively associated with a firm‟s profitability
(Tallman and Li, 1996) because of the availability of new markets and business
opportunities.1 However, Cartwright and Cooper (2000) have noted that 50% of mergers and
acquisitions (M&A) do not achieve anticipated outcomes.2 This fact is augmented by
Carleton‟s (1997) research of how 55-77% of M&As fail to meet their anticipated purposes
and outcomes.3 Weber (1996) suggested that the anticipated benefits and gains from M&As
are often unrealised due to productivity losses and traumatic effects on a firm‟s human
resources.
At the heart of an international mergers and acquisitions (IM&A) are two distinct but
not mutually exclusive problems. The first category, are the problems related to a normal
M&A that occur domestically. Overman (1999) stated that despite their recent popularity, the
outcomes of M&As are statistically disappointing.4 IM&As merely bring the complexity and
chance of failure to a higher level by introducing problems related to international human
resource management. Multinational corporations (MNCs) have a more complex business
1 Tallman, S. and Li, J. (1996), Effects of international diversity on the performance of multinational firms,
Academy of Management Journal, Vol. 39 No. 1, pp. 179-96. 2 Cartwright, S. and Cooper, C. (2000), HR Know-how in Mergers and Acquisitions, Institute of
Personnel and Development, London. 3 Carleton, R.J. (1997), Cultural due diligence, Training, Vol. 34, pp.67-80.
4 Overman, S. (1999), “Learning your M&ABC‟s”, HR Focus, Vol. 76 No. 8, pp. 7-11.
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 4
model as indicated by Prahalad and Doz‟s (1987) „Integration and Responsiveness (IR) Grid‟
and are more likely to fail in successfully conducting an IM&A.5
The combination of these two problems would require two levels of adaptation by
employees in both the acquiring and the acquired organisation. The first would be adapting to
new members of employees coming into the parent organisation from a foreign organisation
while the second involves working together with new employees from a totally different
country with different cultures and social norms. Both problems present a serious challenge
as many companies underestimate the complexities involved in international operations
(Briscoe, 1995)6, thus leading to high failure rates in the process of internationalisation
(Loustarinen et al., 1994).7
Early models (Johanson and Vahlne, 1977)8 suggested that internationalisation is a
sequential and orderly process and can be considered as a series of stages through which a
company moves, as it progressively enters markets that are closest in “psychic” distance
before moving into markets that are more “foreign” and difficult (Hallen and Wiedersheim-
Paul, 1979).9 However, by acquiring a foreign bank, EXBank would be skipping the normal
steps of internationalisation by directly acquiring a direct subsidiary in a foreign country. The
fundamental strategic problem posed to top managers in international firms is to balance the
economic need for integration with the social, cultural and political pressures for local
responsiveness (Barlett and Ghoshal, 1989).10
According to Cartwright and Cooper (2000), failures of M&As can be attributed to
human resource factors such as culture and management differences, poor motivation,
leaving of personnel and uncertain long-term goals.11
Schuler and Jackson (2001) implicitly
support these factors by stating that M&As fail frequently because of the neglect of human
5 Pralahad, C.K. and Doz, Y. (1987), The Multinational Mission: Balancing Local Demands and Global Vision.
New York: The Free Press. 6 Briscoe, D. (1995), International Human Resource Management, Prentice Hall, Englewood Cliffs, NJ.
7 Loustarinen, R.K., Korhonen, H., Jokinen, J. And Pelkonen, T. (1994), Globalization of Economic Activities
and Small and Medium-Sized Enterprise Development, Helsinki School of Economics, Helsinki. 8 Johanson, J. and Vahlne, J-E. (1977), The internationalisation process of the firm – a model of knowledge
development and increasing foreign commitment, Journal of International Business Studies, Vol. 8 No. 1, pp.23-
32. 9 Hallen, L. and Wiedersheim-Paul, F. (1979), Psychic distance and buyer-seller interaction, Organisation,
Markand och Samhalle, Vol.16, No.5, pp 308-324. 10
Barlett, C. And Ghoshal, S. (1989), Managing across Borders: The Transnational Solution, Harvard Business
School Press, Boston, MA. 11
Cartwright, S. and Cooper, C. (2000), HR Know-how in Mergers and Acquisitions, Institute of
Personnel and Development, London.
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 5
resource issues and activities.12
This is probably due to the fact that human resource policies
have a significant effect on the acquirer‟s ability to get the best of the acquired firm (Faulkner
(2002).
(Please refer to table 1, 2, 3 and figure 1)
3. Two Key Areas of Human Resource Management (HRM) to be considered
3.1 The Psychological Contract
At the heart of an international acquisition lies the inevitable change that would occur
when two organisations merge to become a single entity. Perhaps the most serious damage to
both parties would be a change in the psychological contracts between employer and
employees. According to Rousseau (1995), it is generally accepted that the psychological
contract is concerned with an individual‟s subjective beliefs regarding the terms of the
relationship between the individual employee and the organisation.13
The psychological
contract is subjective in the sense that it is an unwritten and an often not discussed contract
that goes beyond the formal contract of employment.
The fact that the psychological contract is unwritten makes it extremely elusive yet
undoubtedly important during an international acquisition. There are two forms of
psychological contracts that are generally accepted. The first is termed as relational, with
employee offering loyalty, conformity, commitment and trust in return for security of
employment, promotion prospects, training and development and flexibility during times of
difficulty (Arnold et al., 1998).14
Should relational contracts be violated, transactional
contracts in which „employee offers longer hours, broader skills and tolerance for change and
ambiguity in return for high pay, rewards for high performance and simply a job‟ are
imposed.
An acquisition of a new organisation changes the nature of the psychological contract
by introducing a high degree of uncertainty in both organisations. This would cause a
significant change in the unstated expectations of the past that because of the old
psychological contract have over time become relatively stable. This would likely cause the
12
Schuler, R. and Jackson, S. (2001), HR issues and activities in mergers and acquisitions, European
Management Journal, Vol. 19 No. 3, pp. 239-53. 13
Rousseau, D. (1995), Psychological Contracts in Organizational Behavior: Texts, Readings and Cases, 2nd
Ed, London: McGraw-Hill. 14
Arnold, J., Cooper, C. and Robertson, I. (1998), Work Psychology: Understanding Human Behavior in the
Workplace, 3rd
Ed, Harlow: Financial Times.
[Human Resource Management in Financial Services] September 11, 2009
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relational psychological contract to be void and replaced with a transactional contract that
would be narrower and highly undefined. Rousseau (2001) also suggested that a negative
change in the employment relationship may adversely affect the psychological contract.15
The danger in an international acquisition is that the acquirer shatters the old
psychological contract and fails to negotiate a new contract with the acquired organisation‟s
employees. Sparrow (1996) noted that psychological contracts are similar to Herzberg‟s
hygiene factors in the sense that a good psychological contract may not always result in
superior performance or satisfied employees while poor psychological contracts tend to act as
demotivators that cause lower levels of employee commitment, higher absenteeism and
turnover, and reduced performance.16
The outcome of a unilateral breaking of the
psychological contract and the failure to negotiate a new one would most likely lead to a
decrease in commitment, motivation, morale, and performance.
In relation to performance management, the psychological contract also points out
that it would be wrong for the acquiring organisation to assume that employees seek
primarily monetary rewards. Both quality in relationships, work experiences and more
importantly the concept of mutuality found in the psychological contract are important
motivational factors that foster a higher level of performance in employees. It is important
that the acquiring organisation renegotiation of a new psychological contract that transcends
both contractual and statutory obligations to rebuild the trust and relationship between
employees of both organisations and the newly formed corporate entity.
The reestablishment of a new psychological contract should be considered an
imperative first step that should be planned during the pre-integration stage of the acquisition.
Due to the different cultures in different organisations and countries, it is likely that the
nature of the psychological contract in different geographical regions is different. As Fralicx
and Bolster (1997) put it, “cultures can be a make-or break factor in the merger equation.”17
Cartwright and Cooper (1993) also stated that financial benefits anticipated from M&As are
often unrealised because of incompatible cultures. The acquiring organisation must take into
account that cultural differences would lower the possibility of successful integration because
of the failure of understanding psychological contracts of different cultures.
15
Rousseau, D. (2001), „Schema, promise and mutuality: the building blocks of the psychological contract‟,
Journal of Occupational and Organisational Psychology, 74:511-541. 16
Sparrow, P. (1996), Transactions in the psychological contract, Human Resource Management Journal,
6,4:75-92. 17
Fralicx, R.D. and Bolster, C.J. (1997), “Preventing culture shock”, Modern Healthcare, August, Vol 11, p.50.
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 7
(Please refer to table 4 and figure 2)
3.2 Labour Turnover and Retention
The psychological contract answers three of the four human resource factors
(Cartwright and Cooper 2000) namely culture and management difference, poor motivation
and uncertain long-term goals, which lead to the failures of M&As. While the renegotiation
of a new psychological contract may not be a direct way to manage the three factors as stated
above, the presence of a new psychological contract will help in the integration of the two
organisations. The last factor as stated by Cartwright and Cooper (2000) is the leaving of
personnel during the pre and post-integration stage.
The problem of labour turnover and retention is not one that is completely
independent of the problems faced from the dissolution of psychological contracts during
acquisitions. On the contrary, the problems of labour turnover and retention are a mere
extension of the problems created when psychological contracts are broken. According to
Wallum (1980), people feel threatened and defensive during takeovers and mergers.18
Among
the factors influencing individuals during a M&A includes uncertainty, loss of identity, job
loss, changes in reporting relationship and new co-workers (Bruckman and Peter, 1987).19
The CIPD survey (CIPD, 2005) identified the main reasons for employee turnover
which include promotion outside the organisation, lack of development or career
opportunities, change of career and level of pay.20
Lack of development or career
opportunities is a problem that is prevalent during an acquisition because corporate
restructuring (downsizing and rightsizing) will increase redundancies, lower job security and
promotional opportunities. This is usually done by removing a layer of employees from the
organisational structure and thus removing the previous path for career development. The
level of pay factor may also be relevant in an acquisition as some personnel may find that
their pay are not as high as it previously was.
18
Wallum, P., (1980), "Personnel's Role in Company Mergers", Personnel Management, Vol. 12 No. 10, pp.
58-61. 19
Bruckman, J.C. and Peters, S.C., (1987), "Mergers and Acquisitions: The Human Equation", Employment
Relations Today, pp. 55-63. 20
Charted Institute of Personnel Development (2005), Recruitment, Retention and Labour Turnover, CIPD
Survey Report.
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 8
Although high labour turnover may not necessarily be problematic if the acquiring
organisation is seeking to reduce costs (Sadhev et al., 1999)21
, high labour turnover rates after
an acquisition may potentially disrupt the organisation‟s business operations (CIPD survey
data, 2005).22
This is especially true when the acquisition is done in order to „purchase‟
certain expertise or experienced personnel from another company. It would defeat the
purpose of acquiring the company to obtain key personnel and then on a later date realise that
those individuals would not remain with the organisation. Also due to the fact that EXBank is
acquiring a foreign organisation, retaining key individuals in Malaysia would be an
imperative for the success of the acquisition.
A report from a HR benchmark group (IRS, 2002) listed down five factors affecting
labour turnover which include, the quality of the relationship with their supervisor or
manager, an ability to balance work and home life, the amount of meaningful work and the
feeling of making a difference, the level of cooperation with co-workers, and the level of trust
in the workplace.23
In the event of an acquisition, the likely relevant factors are the decrease
in quality of the relationships with supervisors and managers, the level of cooperation with
co-workers, and the absence of trust in the workplace.
(Please refer to table 3, 4 and figure 5)
4. Merger and Acquisition Challenges in the Financial Services Industry
Mergers and acquisitions are not something new in the Malaysian financial system.
After the Asian financial crisis in 1997, the Malaysian central bank engineered many mergers
and acquisition in order to prevent the recurrence of failures in smaller financial institutions.
By the end of 2001, there were only 10 anchor banks left, out of the previous 54 financial
institutions that existed in Malaysia (Bala 2003).24
However, mergers and acquisitions are not something that guarantees success
regardless of how well the potential benefits are. This is especially true for workers in both
21
Sadlev, K. Vinnicombe, S. and Tyson, S. (1999), Downsizing and the changing role of HR, International
Journal of HRM, 10,5:906-923. 22
Charted Institute of Personnel and Development (2005), Recruitment, Retention and Labour Turnover, CIPD
Survey Report. 23
IRS (2002), The changing face of successful planning, IRS Employment Review 756, 22 July;37-42. 24
Bala Shanmugam (2003), Mergers and Acquisitions of Banks in Malaysia, Vol. 30, No.4 Available at:
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 10
2003).29
Although potential synergies were expected at the beginning of the merger, the real
cause of its success was the careful planning undertaken to tackle difficulties of integrating
two organisations. What is relevant here is that Deutsche Bank, a German bank, acquiring
Bankers Trust, an American Bank, runs parallel to EXBank acquiring a Malaysian bank.
Harold Stoehr noted that the pre-integration stage was crucial as a cultural assessment was
carried out to better understand the perception of employees in both organisations.
Adding oil to the flame was that the previous acquisition of Alex Brown by Bankers
Trust was not done properly, leaving Alex Brown‟s employees feeling a „loss of identity.‟
This ended in Deutsche Bank rebranding the merged company as The Deutsche Bank – Alex
Brown Investment Bank in the USA. During the implementation stage, some employees from
both organisations were made redundant and retention strategies were used to hold key
individuals. Harold noted that retention programmes were carried out swiftly in order to
avoid undesirable labour turnover and uncertainties.
(Please refer to table 6)
5. Responses
Harper and Comeraie (1995) noted that one of the major reasons for the failure of a
M&A is “a lack of adequate preparation of the personnel involved and a failure to provide
training which fosters awareness, cultural sensitivity and the spirit of co-operation.30
Both the
psychological contract and labour turnover remains highly volatile during the pre and post-
integration stage of an acquisition. These two HR issues must be managed first before other
important HR issues are taken into consideration.
To overcome these challenges during an acquisition, Walker (1998) identified a series
of steps that include 1) celebrating small wins, 2) acknowledging value in past practices, 3)
measuring integration processes at regular intervals, 4) involving employees in managing the
integration process, 5) identifying ingrained behaviours that might become obstacles, 6)
29
Alzira Salama, Wayne Holland, and Gerald Vinten (2003), Challenges and Opportunities in mergers and
acquisitions: three international case studies – Deutsche Bank-Bankers Trust; British Petroleum-Amoco; Ford
Volvo, Journal of European Industries Training, pp313-321. 30
Harper, J. and Cormeraie, S. (1995), “Mergers, marriages and after: how can training help?”, Journal of
European Industrial Training, Vol. 19 No. 1, pp. 24-9.
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 11
communicating how integration will be implemented, and 7) providing a clear rationale for
the merger and acquisition.31
Culture shock and to a certain degree the psychological contracts between employer
and employees can be managed through the following steps highlighted by Fralinx and
Bolster (1997) that calls for letting employees know 1) where the firm is going, 2)
recognizing the diversity in each organisation‟s culture, 3) being honest and patient, and 4)
harmonizing leadership to drive the new culture.32
This is in line with Buono et al., (1985)
that suggested that even though typical individuals resist changes, they are more likely to
support change if they understood it.33
The risk analysis grid on the other hand, is a useful tool to help manage labour
turnover. Bevan et al., (1997) identified two factors, namely, the likelihood that an individual
will leave and the consequences of resignation.34
According to the IRS (2001), people who
are younger, better qualified, holding a shorter service record, few domestic responsibilities,
marketable skills and low morale are the most likely to leave.35
The consequences of any
resignation would on the other hand be determined by their position in an organisation,
performance and the ease of replacement.
Lastly, Schneider and Dunbar (1992) emphasised the role that the media plays in
shaping the social context of M&As.36
The media can work to fuel the anxiety levels of
employees according to the perspective presented by journalist. The higher management
should utilise this outlet of communication through either press releases or interviews to
guide the media in publishing material that are in line with goals and objectives of the
acquisition. Media materials that are in direct conflict with these goals and objectives should
be met with quick and decisive responses to clarify any uncertainties concerning the
acquisition.
(Please refer to table 7 and 8)
31
Walker, K. (1998), Meshing cultures in a consolidation, Training and Development, Vol. 52, No. 5, pp 83-8. 32
Fralinx, R. D. and Bolster, C. J. (1997), Preventing culture shock, Modern Healthcare, August, Vol.11, p.50. 33
Buono, A. F., Bowditch, J.L. and Lewis, J. W. (1985), When cultures collide: the anatomy of a merger,
Human Relations, Vol. 38 No. 5, pp 477-500. 34
Bevan, S., Barber, L. And Robinson, D. (1997) Keeping the Best: A Practical Guide to Retaining Key
Employees, London: Institute for Employment Studies. 35
IRS (2001), Risk Analysis and Job Retention, IRS Employee Development Bulletin 141. 36 Schneider, S. C. and Dunbar, R. L. (1992), A psychoanalytic reading of hostile takeover events, Academy of
Management, Vol. 17, No. 3, pp 537-59.
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 12
(Please refer to table 9, 10, 11 and 12 for data on the Malaysian workforce)
6. Conclusion
The success of an acquisition depends highly on the level of anticipating and pre-
planning human resource issues that will occur during the pre and also post-integration stage.
It is important from the pre-integration stage to involve human resource personnel throughout
the entire acquisition process. This should be done to give human resource personnel a better
overall understanding of the desired outcome of the acquisition and also put them in a better
position to foster a more transparent way to re-negotiate psychological contracts with
employees and prevent a drastic spike in labour turnover.
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 13
7. Bibliography
Alzira Salama, Wayne Holland, and Gerald Vinten (2003), Challenges and Opportunities in
mergers and acquisitions: three international case studies – Deutsche Bank-Bankers Trust;
British Petroleum-Amoco; Ford Volvo, Journal of European Industries Training, pp313-321.
Arnold, J., Cooper, C. and Robertson, I. (1998), Work Psychology: Understanding Human
Behavior in the Workplace, 3rd Ed, Harlow: Financial Times.
Bala Shanmugam (2003), Mergers and Acquisitions of Banks in Malaysia, Vol. 30, No.4
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 25
Wholesale and Retail Trade, Hotels
and Restaurants 954.7 628.2 1,176.6 750.6 16.0 19.0 17.0 18.7
Finance, Insurance, Real Estate
and Business Services 296.4 203.8 421.4 310.9 5.0 6.1 6.1 7.8
Other Services 1019.0 853.1 1,026.6 1,144.4 17.0 25.8 14.9 28.6
Total 5,970.8 3,303.8 6,898.5 3,996.3 100.0 100.0 100.0 100.0
Source: Economic Planning Unit cited from: Abdul Rahman Embong, 2007, Social Science & Malaysian National Development, Ampang Press Sdn. Bhd., p.112.
Figure 11: Employment by Major Occupational Group, 2005-2010 ('000 persons)
Source: Kam Racheal et. al, 2008. Jobless rate fell to 3.2% last year. The Star, 27Jun. B10.
1,084.7 1,095.3 1,124.1
1,375.7 1,402.0 1,430.7
2,928.9 3,003.4 3,162.0
2,648.9 2,842.7 2,957.6
2,818.6 3,054.6 3,348.3
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2005 2007 2010*
Managers, proffesionals and techncaians
Clerical & service workers
Craft related trade & plant workers
Agriculture & fishery workers
Elementary occupations
Note: *estimates
[Human Resource Management in Financial Services] September 11, 2009
Mergers and Acquisitions Page 26
Figure 12: Population by Age Group
Source: Department of Statistics Malaysia, 2007. Population by Age Group. [Online]. Available at: http://www.statistics.gov.my/images/graf/pop2007.jpg [Accessed 19 June 2008]