A Primer on M&A Integration Governance

Governance

The project management structure/hierarchy that helps ensure the integration is completed on- time within budget and achieves its other desired goals. The proper amount of governance is a function of many variables including the complexity and objectives of the integration, and the level of integration experience of team members.

Guidelines

  • Periodically solicit input from the integration manager and work stream leads on the decision making protocols and the escalation issue process
  • Don’t over-engineer and develop a structure that slows rather than escalates the resolution of tough issues
  • Periodically collect data on the effectiveness of the integration/project management process and document the lessons learned to improve governance procedures

Governance Categories

Examples:

I. Integration Meetings

  1. Work steam leads will hold weekly progress report meetings with their supporting team members
  2. Work stream leads will meet with Integration Management Office every week to identify and manage any cross-team interdependencies

II. Performance Reporting

  1. Every Friday, the work stream leads will complete a progress reporting template and upload it to the SharePoint site. Weekly meetings will be held to track actual versus targeted performance
  2. A performance report will also be submitted each week electronically to the integration manager

III. Confidentiality

  1. All sensitive documents will be labeled highly confidential on the top right of each page
  2. Make sure all internal employees and external third parties sign non-disclosure agreements
  3. When disposing of confidential documents, put them in the locked containers for shredding

IV. Document Management

  1. A SharePoint site will be set up for every deal that includes separate sections for Corporate Development, Due Diligence, and Integration Planning/Acquisition Integration.
  2. Rules will govern who can review each document, who can edit each document, and methods for controlling different document revision levels
  3. No M&A documents may be stored on an individual device; all must be on the shared device
  4. Confidential information will not be read in public places (i.e. airplanes) without using screen devices that prevent unauthorized viewing
  5. Printed confidential documents should not leave the building

V. Project Management

  1. All work stream leads are responsible for all of the day-to-day activities within their work streams. Work stream leads report directly to their function head and dotted line to the integration manager
  2. Each work stream will follow the prescribed playbook work plan. It is not uncommon to have multiple paths in a playbook to address different types of deals (i.e. buying a competitor, multiple sites, etc.)
  3. Each work stream will create a formal charter that documents roles, responsibilities, and decision rights
  4. Each work stream will develop a detailed integration plan with supporting budget and scorecard
  5. An issue that cannot be resolved at the functional level will be brought to the attention of the Integration Management Office who will then determine its importance and decide whether to escalate the issue to the Steering Committee for a decision
  6. Each work stream will complete a post-mortem at the completion of integration. Data will be collected from appropriate stakeholders relative to: 1) actual versus planned synergy capture, 2) performance to schedule/budget 3) performance enhancements andv4) the updating/adding of new tools

Additional Information

Links to presentations that review examples of governance structure:

  1. Steering Committee Kickoff Meeting
  2. Approach and Structure for a Successful Integration
  3. Joint IMO Kickoff: Acquirer and Acquired Company
  4. Acquisition Integration: Strategy and Structure
  5. Integration Management Office Charter