Building a Future Together the Decision to Merge

Building a Future Together– the Decision to Merge (2008)

England

January – March A Programme Director was appointed and a Programme Management Office set up. Two key lead directors were identified, who were working closely with the Programme Director to drive and support the merger development and implementation.

A full Project Initiation Document was developed. It identified 20 programme areas of work (known as workstreams). A risk register, together with assessment and programme monitoring tools were developed. For each workstream area, a teams was established, made up mainly of senior team members from across the two organisations. Individual programme scoping documents, including timelines and the resources required, were developed.

Activity continued apace in relation to developing the business case. Details of financial matters, risk assessment, implementation details and timelines were all developed for consideration by the Trustee Working Group and the Boards of ACE and HtA. Particular planning attention was paid to issues relating to due diligence, legal, financial, people and communications.

March - April o Lawyers and accountants were appointed.

o Planning was undertaken so as to be in a state of ‘readiness’ if the decision were taken by Age Concern England and Help the Aged Boards to progress in principle with the merger.

o The Age Concern Boards in Scotland, Wales and Northern Ireland continued to be briefed on the progress in England.

o The Boards agreed that creating a NewCharity was in the interest of older people: ‘That in principle the case for creating a NewCharity has been made and we plan now to consult with key partners’.

o This was the starting point of an extensive consultation process with partners in Northern Ireland, Scotland, Wales and the Federation of Age Concerns in England.

Northern Ireland AmalgaMate – A toolkit of ideas and practice for mergers in the third sector Based on the merger to form Age NI, developed by CO3, funded by Atlantic Philanthropies January – March Within the bounds of confidentiality agreements, a senior staff member (X) of the NI team, who was also a member of the ACE/HtA Trustee Working Group, was able to provide appropriate briefings in relation to the discussions taking place, the decision making and timelines proposed. Communications and information exchange was further supported by the Chair of the ACNI Board and the NI Trustee and Chair of the HtA NI Committee, who, in their governance roles with the respective charities in England, each received regular updates and papers.

Communications and updates between X, the Chair of the ACNI Board and respective governance structures in Northern Ireland continued throughout this period in relation to progress and decision making in England. This supported Northern Ireland to get into a ‘state of readiness’ - in relation to establishing a process and identifying resources and people - to progress discussions in Northern Ireland if the decision in England was to continue on the path to merger.

April – May

Meetings continued between the Chairs of ACNI and HtA and planning got underway. The planning was led by the CEO of ACNI and the Director HtA in NI, in relation to the resources, process and personnel required to progress decisions regarding the merger of the two charities in Northern Ireland.

Learning Point A key challenge throughout this period was planning for merger alongside maintaining ‘business as normal’.

The two Chairs agreed on a proposal. A Northern Ireland Programme Management Office (PMO) was agreed and set up. It was tasked with working closely with the PMO in London. Resources were identified within both charities to support this programme. The Director of HtA in NI was seconded to the temporary role of Merger Programme Director, on a part-time basis, along with maintaining her HtA role. A senior member of staff from ACNI was seconded to the role of Programme Co-ordinator.

June A Board meeting of Age Concern NI reached agreement in principle to merge with Help the Aged in NI. It agreed nominations to the Transition Working Group (TWG), which was co chaired by the two Chairs and Trustees of Age Concern NI and Help the Aged. Membership of the TWG also included three senior staff from ACNI and two from HtA, with two other staff in attendance.

Work was undertaken with the Age Concern Local Groups and the NI Council on Ageing to enable the Council to reach a decision on the merger at its October AGM.

AmalgaMate – A toolkit of ideas and practice for mergers in the third sector Based on the merger to form Age NI, developed by CO3, funded by Atlantic Philanthropies July – September Work continued apace on priority work areas, liaising closely with the PMO in London and colleagues in Scotland and Wales in terms of the timing of key decisions taken by ACNI.

The Transition Working Group was established (comprising the two Chairs and 7 senior staff and/or Trustees to represent bothACNI and HtA NI). It met frequently over the summer months with the authority from their respective boards to work on behalf on the NewCharity. This group also acted as the merger negotiation team. ACNI also established a merger negotiation team.

Learning Point The small number of Trustees and staff involved throughout the process often required them to wear ‘multiple hats’. It was very important to know clearly at each stage, which ‘hat’ was being worn by an individual, and the level of authority the individual had in that role.

Priority areas worked on included:  Due Diligence – legal issues, financial issues, quantifying assets and liabilities.  Developing the business case.  People management – developing transitional policies and procedures – including TUPE, recruitment and redundancy policies.  Communications – maintaining clear and regular communications with all stakeholders, and in particular with staff.

In September, the ACNI and HtA Boards gave authority for the Transition Board to be established. This was made up of the same members as the Transition Working Group. It agreed a programme of work, with a focus on issues relating to governance, legal and financial due diligence; determining a legal name and interim name; and the recruitment of Chair and Trustees for the Interim Board.

The ACNI and HtA Boards granted approval to continue to move forward with the merger.

October – November A legal name and an interim name were agreed. Ongoing work took place with the local Age Concerns and the Age Sector with the NI Council on Ageing AGM (October) to achieve approval to continue to move forward towards the merger.

The NewCharity NI Transitional Board was established. A meeting took place with a further sub group that worked on the recruitment of a new Chair and the preparation of papers for the recruitment of the Chief Executive.

AmalgaMate – A toolkit of ideas and practice for mergers in the third sector Based on the merger to form Age NI, developed by CO3, funded by Atlantic Philanthropies An external advertisement was placed for the positions of Chair and Trustees.

December Interviews for the position of Chair designate of NewCharity took place (16 December). An individual was appointed to the Interim Board, which would become the Board of the NewCharity if the merger were completed by 31 March.

The recruitment of Trustees to the Interim Board was completed.

A business case was prepared and presented to the Transitional Board, 17 December, and to the Board of ACNI.

Agreement was reached by the three Boards - ACNI, HtA and the Transitional Board – to share the Due Diligence reports made by each respective organisations (ACNI and HtA).

Work continued on the preparation of the Memorandum & Articles of Association for the NewCharity.

A collective consultation process commenced with the staff teams on a proposed redundancy policy and procedures for the NewCharity that had been prepared, along with consultation on TUPE.

ACNI and HtA Board approval was sought and granted as work progressed, at May, September and December Board meetings.

January - March 09 Due diligence on the business case was completed for consideration by the Interim Board and Boards of ACNI and HtA.

Business Plan completed for consideration by the Interim Board and the Boards of ACNI and HtA.

The legal process was nearing completion. Age NI was agreed as the legal name; Memorandum & Articles of Association were agreed; company registration was carried out and thecharity number obtained.

An interim name was also agreed – Age Concern Help the Aged NI.

A Chief Executive recruitment exercise had been competed and a Chief Executive designate was in place in February. Recruitment for Senior Team members was underway and was completed in April 09.

AmalgaMate – A toolkit of ideas and practice for mergers in the third sector Based on the merger to form Age NI, developed by CO3, funded by Atlantic Philanthropies Change management training for all people managers was delivered through February.

A system of two weekly communications with staff was maintained.

Consultation got underway with staff about the transitional ‘people’ policies and procedures that had been agreed, in particular on the transitional redundancy policy.

Key Learning Initially it had been agreed not to offer voluntary redundancies. However, this was reconsidered once the final structure for the NewCharity became clear and voluntary redundancies were offered in July and August. This was an important decision as it resulted in minimal compulsory redundancies.

There was a cultural difference between Age NI and Help the Aged, where Age NI recognised a trade union, while Help the Aged did not. Following legal advice, it was confirmed that automatic union recognition was not transferable. It would be up to the Trustees of the new organisation to decide whether or not to recognise a union.

A series of external communications took place with funders, donors, partners and the general public to keep them informed. It was particularly important to keep donors informed on changes, while also maintaining donor loyalty and minimising a potential reduction in donations.

The Merger Transfer Agreement was signed by all parties – ACNI, HtA, the Interim Board, ACE and the UK Interim Board – in the last week of March.

Within the Merger Transfer Agreement, mainly due to time pressure and the complexity of the area under discussion, there remained a number of areas that required further discussion before a final agreement could expect to be reached by the end of the transitional period (April 2011). These areas were in the main related to income – direct marketing, raffles, retail, trading, and future income share.

AmalgaMate – A toolkit of ideas and practice for mergers in the third sector Based on the merger to form Age NI, developed by CO3, funded by Atlantic Philanthropies