EBI and NBD merger reviewed from an HR perspective
The EBI and NBD announced their merger on 7 March 2007 (Uppal 2008, p. 10). On 13 March 2007, a joint steering committee was set up to identify the agendas for discussion and the scheduling of business (Uppal 2008, p. 10). The main agendas identified by the committee were bank valuation, legal issues in the merger, due diligence, and merger negotiations. Those agendas were tackled in March and June of 2007. On 2 July 2007, there was an agreement on the merger terms (Uppal 2008, p.10). A press conference made ten days later on 12 July 2007 announced the terms agreed on (Manibo, 2007, para. 1).
On 1 August 2007, the merger offer was launched (Uppal 2008, p. 10). Following this, on 5 September 2007 EBI held its extraordinary general meeting (EGM) where its shareholders who account for 91.24% of its share capital unanimously approved the company’s merger with NBD (StensGaard 2007, para. 2). A day later on 6 September, 2007 NBD held its EGM (NBD n.d., p. 3). At the EGM, shareholders approved the merger with EBI. On 17 September 2007, an integration team appointed to oversee the merger process set up an executive committee. The executive committee held its first meeting on 26 September 2007. On 7 October 2007, shares of NBD and EBI stopped trading at the Dubai Financial Market (DFM) (Malik 2007, para. 12) and nine days later ENBD became listed on the Dubai Financial Market (Emirates NBD Bank PJSC 2013, para. 1).
The merger of the two legacy banks meant a new key and critical role of the human resources department of ENBD. The HR department had to ensure fairness, transparency, and consistency, first, in handling the sensitivities of the organizational cultures of the two merging banks and second, in the division-by-division restructuring process necessitated by the merger (Emirates NBD, 2008, p. 31). Given the importance and magnitude of this role, ENBD found it necessary to hire the services of Towers Perrin, a firm that had to offer intelligence on the best international HR management practices (Emirates NBD, 2008, p. 31). Ultimately, ENBD took on a new HR model (Emirates NBD, 2008, p. 31). The model presented ENBD with a major benefit that of sound HR solutions and services (Emirates NBD, 2010, p. 27).
The principles underlying the design of this new HR model presented the HR team with, first, capabilities of attaining a stronger business partnership, second, with stronger professional expertise and third, with better operational efficiency in the providence of HR services. As such, the HR Model has three distinct entities; the first is Business Partnership, the second is a Center of Expertise and the third is a Service Delivery (Emirates NBD 2008, p. 31). It is the task of the HR team to ensure that these three entities work in tandem with each other towards achieving the strategic goals of the bank. ENBD invested AED 33 million in training the entire HR staff of the bank to adapt better and efficiently to this new model (Emirates NBD 2008, p. 31). In 2008, a smooth and successful integration of ENBD’s new HR model had taken place that facilitated the bank’s employees to focus on its new aspiration and strategy (Emirates NBD 2009, p. 29). The integration process involved upsizing staff in order to achieve the new capabilities resulting from the bank’s new HR model and addressing cultural issues and survivor syndrome (Emirates NBD 2009, p. 29).
Staffs from both banks were major stakeholders in the merger. Their main issues with the merger were job security and career outlook. On the issue of job security, ENBD made it clear that the HR policy it would adopt would focus on retaining and attracting top talent or high-valued human capital (Al Tayer et al 2007, p. 8). On the issue of career outlook, ENBD advised its staff that the merger would bring with it enhanced career opportunities and better career development (Al Tayer et al 2007, p. 8). Redundancy was the other issue addressed in the stakeholder management program for employees. To this end, the staff received advice that ENBD would be a larger, diversified, and growing organization, as such, opportunities would be available, and hence redundancy should not be a concern (Uppal 2008, p. 20). Availability of training opportunities was the other issue addressed in the stakeholder management program for employees. To this end, the staff received advice that ENBD would bring about improved staff training (Al Tayer et al 2007, p. 8).
To attract and retain top talent, ENDB would use its website as well as internal broadcasts to communicate with potential candidates and employees (Uppal 2008, p. 20). The website would contain job advertisements as soon as new positions were available. In addition, interested individuals could build their profiles on this website and await consideration when new job openings came up. This culture has been maintained up-to-date (Emirates NBD Bank PJSC 2013). News on redundancy would be conveyed through internal broadcasts and newsletters (Uppal 2008, p. 20). Career outlook information would be made available through the company’s website, internal newsletter and broadcasts (Uppal 2008, p. 20). Information on training opportunities would be made available through the company’s intranet and internal newsletter.
Staffing after the merger
The merger presented ENBD with benefits and challenges as well. One of the challenges brought about by the merger was staffing (Rooney 2006, p. 11). A decision had to be made about the composition of the new staff. The implication of this is that a section of the staff of both or one of the banks had to be laid off. Principally, it is imperative and good HR practice that in a merger top talent or high-valued human capital, which mainly consists of skilled labour, is maintained (Arora 2013, para. 1). Since the build-up to a merger means uncertain times for employees, it was equally important that the new organization ensure that it operates ethically and professionally in all its dealings with staff, otherwise, the chances of a high operational risk due to employee error were highly likely (Emirates NBD 2013, p. 4).
Staffing in ENBD had to be consistent with the three core values of its newly adopted HR model. These core values are realizing closer business partnership, making ENBD a centre of expertise, and excellent service delivery. At the end of 2007, the total number of ENBD’s workforce was over 7500 (Emirates NBD 2008, p. 31). Emiratisation laws in the UAE dictated that the HR department ensures that the thresholds specified by the regulatory body for staffing were adhered to. Following this, the bank’s workforce at the end of 2007 had 1682 UAE nationals and by the end of 2008, the bank inducted another 400 UAE nationals (Emirates NBD 2008, p. 31).
In one of its early official communication, ENBD had indicated to its employees that the merger would not affect them negatively as there was not going to be any layoffs, however, layoffs did happen eventually (Salim 2011, p. 252). The bank set up an integration team to oversee the entire staffing process (Salim 2011, p. 252). The team formulated a comprehensive staffing plan, which included staffing targets and how to go about early executive alignment. In addition to these, the team established procedures and channels for official communication as well as for measuring and reviewing the progress of the staffing exercise. The team also had to ensure that there was no disruption of employee momentum during the entire transition (Salim 2011, p. 252). In most mergers, the top management of one organization predominates in the resultant organization. This was not any different for ENBD (Salim 2011, p. 252).
After the first round of integration that mainly involved executive alignment, the CEO, and most of the top management of EIB remained intact. Once this executive was in place, it took charge of the leadership of ENBD and that of the integration team. Its first course of action was to instrument the creation of ENBD’s vision, mission, core values, and principles. The vision of ENBD thus became “To be globally recognized as a leading and most dynamic financial service provider based in Middle East” (Salim 2011, p. 252). With the new vision outlined the executive instrumented the creation of a new HR model consistent with its new vision for ENBD. Anticipating other merger challenges and future needs of the newly formed organization, the new executive agreed to a series of cultural integration workshops whose main objective was to unite and share with the new staff the newly composed vision, mission, core values, and principles of ENBD. In total, there were 107 of these workshops (Salim 2011, p. 252).
As the cultural integration exercise was at its early stage, the new staff composition and arrangement initially had employee-to-employee hostility, which eventually died off as the exercise went on (Salim 2011, p. 252). Amidst the earlier efforts made, the staff did suffer from anxiety as it came to terms with the dynamics of the new arrangement (Salim 2011, p. 252). Anxiety and stress levels escalated particularly during the layoff exercise. Early and frequent communication done during the planning stages of the merger did play a significant role in controlling the stress and anxiety levels of the staff as is shown by the figures provided by Uppal (2008, p. 5).
How satisfied with change an employee was depended on the employee’s role in the newly formed organization (Salim 2011, p. 252). An employee would be well satisfied with the change if he or she took on a better role and vice versa. With EBI’s top management and staff dominating the executive and the workforce respectively, it is a fair conclusion that ENBD’s organizational culture is not so much different from that of EBI. The general management at the end of the staffing exercise claimed to have brought together the best of EBI and NBD (Salim 2011, p. 252).
Figures for ENBD provided by Uppal, support the idea that early, frequent and formal communication done in the planning stage of a merger, as opposed to no communication at all, has a positive impact on staff members. On the case of ENBD, Uppal reports that the stress and uncertainty levels of employees dropped by 9% and 22% respectively (Uppal 2008, p. 5). The employee’s intention to remain with ENBD and job satisfaction reportedly rose by 6% and 14% respectively (Uppal 2008, p. 5). Employee performance and view of ENBD as a trustworthy, honest, and caring organization rose by 20% and 11% respectively (Uppal 2008, p. 5).
The rationale behind the EBI and NBD merger to form ENDB was to create a robust foundation that would facilitate ENBD achieve three things (Emirates NBD 2008, p. 9). The first was for ENDB to increase its international presence and become the leading financial institution in the Middle East (Emirates NBD 2008, p. 9). The second was for ENDB to become the preferred financial service provider for corporations and retailers in the region (Emirates NBD 2008, p. 9). The third was for ENBD to take hold of the opportunities available to it both at the domestic and regional level through optimizing its financial strength and improving its financial and market rankings (Emirates NBD 2008, para. 9).
As stated by P.H.P Metrics rightsizing is often necessary in most mergers especially where there is need to purge redundancy, improve efficiency and/or to attain economies of scale (n.d., p. 1). The EBI and NBD merger to form ENBD was not an exception. In this case, however, the motivation for rightsizing was not to purge redundancy or to attain economies of scale but rather to improve efficiency (Emirates NBD 2013, p. 34). To prove whether the rationale merger was wise, improved efficiency was necessary. Redundancy was not an issue because it was part of the expectations that after the merger ENBD would be a large, diversified and a growing organization, as such, opportunities would be available. Attaining economies of scale were also not the motivation for rightsizing in the EBI and NBD merger since the merger involved banks. The efficiency ratios for ENBD at the end of 2012 were as follows; the company’s current asset turnover was 0.03%, the company’s fixed asset turnover was 0.22% and the company’s asset turnover was 0.03% (Internet Securities, Inc. 2010).
There were two factors influencing the rightsizing strategy adopted by ENBD. The first was ENBD’s newly adopted HR model and the second was Emiratisation regulations in the UAE. The motivation behind ENBD acquiring and adopting a new HR model was so that the organization benefits from excellent HR solutions and HR services. With this new model came new HR policies, which influenced the design of the rightsizing strategy. The HR policies required that the ENDB retain its top talent and high-valued human capital. As such, it was necessary for ENDB to rate its employees according to their ability to perform and deliver (Steve 1996, p. 29). Potential candidates for layoffs were individuals with unsatisfactory ratings.
Emiratisation “is an initiative developed and promoted by the United Arab Emirates Government to secure jobs, and training & development programs for the UAE Nationals in order to increase their qualifications and experiences, and to reduce the unemployment rate” (Hubpages, 2013, para. 1). Emiratisation regulations affected ENBD’s rightsizing strategy in a unique way. Although a UAE national might have had lower ratings when compared to a foreigner or expatriate, it was not a foregone conclusion whether he or she would be among those laid off. Before laying off such an individual, it was imperative that ENBD determine if it was contravening the Emiratisation laws. In addition to this, since its formation ENBD wanted to be reputed as the biggest employer of UAE nationals as such its rightsizing strategy designed in such a way that it did not ruin this reputation (Dubai events and promotions establishment 2013, para. 28). At the end of 2007, ENBD’s workforce had 1,682 UAE nationals (Emirates NBD, 2008, p. 31). At the end of 2008, ENBD had inducted about 400 UAE nationals through its Emiratisation program (Emirates NBD, 2009, p. 29). At the end of 2011, the bank had employed over 2000 UAE nationals (Emirates NBD, 2012, p. 34).
The rightsizing process involved cutbacks in the total number of ENDB’s employees. The rightsizing (downsizing) percentage agreed on for the merger was 90% for NBD and 10% for EBI (Passion 2010). The resultant effect of this was that ENBD had an EBI way of doing things. In 2012, ENBD further downsized 15% of its staff in an effort to reduce operational costs (Bloomberg 2012, para. 1). Emiratisation laws necessitated upsizing as well. Upsizing is “the expansion and restructuring of business activities, including an increase in the number of staff employed” (Bloomsbury Information Ltd 2012, para. 1). At the end of 2008, the upsizing percentage for ENDB was at least 5% (Emirates NDB 2009, p. 29). This value rose to 22% in 2012 (Emirates NDB 2013, p. 34). The resultant effect of this was that ENBD was the biggest employer of UAE nationals in the region.
During a rightsizing exercise, job security is uncertain and as such, the anxiety and stress levels of employees rise significantly. This makes the probability of occurrence of operational risk due to employee error very high. It is imperative, therefore, that an organization acts in time to ensure that the transition-taking place does not distract the concentration of its employees. Knowing this, ENBD ensured that there was early and frequent communication with its employees during the planning stage of the merger. This ethical and professional act significantly reduced the anxiety and stress levels of employees by 9% consequently reducing the chances of an operational risk occurring, which might have had devastating consequences to the success or future of the merger (Uppal 2008, p. 5). In addition, the integration team set up to oversee the merger process ensured that the momentum of the employees was not distracted.
Survivor syndrome if not managed properly has the ability to undermine the stability and success of a merger (Pires 2009, p. 20). Survivor syndrome is a psychological condition affects employees who survive a lay off exercise (Ahmed et al as cited in Al Jerjawi, 2011, p. 73). It disrupts the concentration of these employees making them unable to focus and unleash their full potential when assigned roles and tasks (Nycz-Conner 2009, para. 6). There are two ways that trigger survival syndrome is triggered. It can start when an employee witnesses a job lay off exercise or when an employee receives news that his or her closest colleagues are the latest victims of the layoff exercise (Kinder 2009, para. 1). Guilt, anger, and anxiety feelings are at the heart of survival syndrome and knowing how to get rid of them as the best way of countering survivor syndrome (Weber & Schweiger 1992, p. 285). Clearly, survival syndrome makes the probability of occurrence of operational risk due to employee error very high. It is good management practice in an organization to be able to mitigate the effects of survival syndrome.
ENBD having undertaken a lay off exercise was no exception to survival syndrome. The newly formed organization in having realized the adverse negative effects of survival syndrome on its success and future put in place through the integration team set up to oversee the merger an effective communication plan through which it would communicate merger updates. This was proper HR practice and the ethical thing to do since making employees aware of an impending lay off exercise prepares them psychologically and emotionally. The figures provided by Uppal are the evidence that supports this claim. In the case of the merger of EBI and NBD, Uppal found out that early, frequent, and formal communication done in the planning stage of a merger, as opposed to no communication at all, has a positive impact on staff members (Uppal 2008, p. 5). He particularly noted that when this was done the stress and uncertainty levels of employees dropped by 9% and 22% respectively (Uppal 2008, p. 5). In addition, the view of ENBD as a trustworthy, honest, and caring organization rose by 11% (Uppal 2008, p. 5).
In addition to a sound communication plan, the manner of rightsizing (or layoffs) in the merger of EBI and NBD was not based on extraneous factors. The advantage of this is that surviving employees would be aware of the fact that the reason for their survival is based purely on merit or regulation. As such, guilt feelings would not torture them as they would if the layoffs were based on extraneous factors such as seniority hence they would be able to overcome the syndrome. ENBD invested AED 33 Million on training its staff to adapt smoothly and efficiently to the new HR model, it had adopted. The training consisted of seminars and workshops held in different countries. Clearly, one importance of this investment is that it facilitated a smooth transition, which is a vital component in fighting back survivor syndrome.
During the merger, the integration team and executive committee appointed exhibited a lot of ethics and critical thinking in how they handled staff related issues. For instance, the stakeholder management program for employees addressed the issues raised by employees and additionally addressed two more others. The huge investment in employee training is also testament to this claim. Critical thinking and ethics were instrumental in fighting back survivor syndrome. Ethics, according to the Macmillan English Dictionary, are the principles by which you decide what is right and wrong (2002, p. 470). It is the case that a decision making process founded on ethics promises good decision making which is important in building a strong partnership (Markkula Center for Applied Ethics 2010, para. 2). Critical thinking skills intend to help an individual or organization act purely objectively and rationally (Kurland 2001, para.1).
Another way in which ENDB strongly tackled survivor syndrome is through its newly adopted HR model, which provides excellent HR solutions and services. One of the solutions and services provided by this HR model is better and sound HR planning the outcome of which is a weak survivor syndrome among employees. HR planning is according to Dessler (2001, p. 24) the process of “anticipating future demand for staff, allocating different kinds of staff within organizations, and developing systems for calculating human resource requirements based on accurate records and forecasting techniques”. What HR planning does is that it facilitates the effective use of an organization’s human capital. It does this by ensuring that the right personnel are working at the right place and at the right moment (HR Council for the Nonprofit Sector n.d., para. 18). Having the right personnel doing the right job minimizes chances of frustration on the side of employees as such; an employee is not angered by his new job or role after the merger. Eliminating anger in the organization’s workforce weakens the severity of survivor syndrome.
Cultural Issues in merging process
One of the key functions of the integration team put up to oversee the merger of EBI and NDB was to ensure fairness, transparency, and consistency in handling the sensitivities of the organizational cultures of the two merging banks. If handled poorly, these sensitivities had the potential to fuel up hostility between the staffs of the two banks, which would undermine the success of the merger (Buono & Bowditch 2003, p. 134). The same sentiment is shared by Galpin & Herndon (2007, p. 208). Eventually, the team did succeed in merging the two organizational cultures although the resultant product did resemble to a greater degree the organizational culture of EBI. Hostilities were present at first although they were hidden and isolated. They eventually died off as ENBD embarked on a series of cultural integration workshops. The total number of which was 107 and they total cost was AED 33 million.
If the cultural integration exercise was below the desired standards, one of its direct negative consequences is high external employee turnover. External employee turnover occurs when an employee abandons his/her current employer to work for a different employer (Andragogy: employee turnover n.d., para. 13). If a high external employee turnover had taken place in ENBD it would have involved skilled labour. Employee turnover by highly skilled organization’s personnel poses a huge risk to the organization (eNotes.com 2011, para. 7). This is due to this fact; skilled employees receive contracts that are more generous from employers in comparison to unskilled employees. The risk in this case for ENDB becomes evident in terms of lost human capital and the high cost of replacing it given the investment in training. In addition, the risk is evident in terms of the competitive disadvantage left behind, as the migrating employee would most likely find employment in a rival organization where he or she might reveal the trade secrets of ENDB.
The costs ENDB would have incurred to the turnover would have been direct and indirect (People Link Inc. 2013, para. 4). Direct costs are the expenses on logistical mechanisms put up for releasing and replacing the affected personnel and managing the resulting transition (The Canadian Center for Business Development 2013, para. 2). The expenses include advertisement, administrative, interviewing, hiring, and training costs. Indirect costs with respect to employee turnover mainly result from reduced productivity arising from the turnover (AARP 2011, para. 7). Employee turnover causes reduced productivity in an organization in a number of ways. There is a drop in productivity during the period leading to an employee turnover as it is easy to disrupt the concentration of the employee on his or her current job is relatively easy (Sigma Assessment Systems Inc. 2011, para. 9). There is a drop in productivity during the period between when an employee is lost and when a suitable replacement takes his or her place. There is a drop in productivity during the period in which the replacing employee is not yet up to speed with his or her job. There is lost productivity when fellow employees abandon their jobs to assist the replacing employee with his or hers. There is a drop in productivity when the replacing employee leaves the job to undergo training on it.
There is a drop in productivity when the trainer(s) leaves his or her job to train the replacement. Apart from reduced productivity, there are other ways in which external employee turnover can cause indirect costs. An indirect cost can occur when in the event of an external employee turnover the trade secrets of an organization become evident to its competitor(s) (Sigma Assessment Systems Inc. 2011, para. 10). High employee turnover rate in an organization easily leads to poor public relations, which consequently becomes another indirect cost (Sigma Assessment Systems Inc. 2011, para. 11). High external employee turnover causes an organization to incur increased unemployment insurance costs; this is also another indirect cost (Sigma Assessment Systems Inc. 2011, para. 12). Having orchestrated its cultural integration exercise well ENBD avoided the above dangers of employee turnover and maintained a high level of efficiency.
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