ma hr issues around the world

8/14/2019 MA HR Issues Around the World

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M&A HR issues around the world


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Copyright 2009 Mercer LLC. All rights reserved. 2

ContentsIntroduction ........................................................................................................................................................................................3Executive summary............................................................................................................................................................................5Definitions ..........................................................................................................................................................................................6Country snapshots Americas.......................................................................................................................................................... 8Country snapshots Asia Pacific ....................................................................................................................................................21Country snapshots Western Europe ............................................................................................................................................. 46Country snapshots Eastern Europe, Middle East .........................................................................................................................82Popular resources............................................................................................................................................................................93Global contact information ...............................................................................................................................................................95

REGION Page REGION Page REGION Page REGION Page

AMERICAS

Brazil

Canada

Mexico

US

8

9

12

15

18

ASIA PACIFIC

Australia

China

Hong Kong

India

Japan

Singapore

South Korea

Taiwan

21

22

25

28

31

34

37

40

43

WESTERN EUROPE

Austria

Belgium

France

Germany

Ireland

Italy

Netherlands

Norway

Spain

Sweden

Switzerland

UK

46

47

49

52

55

58

61

64

67

69

72

75

78

EASTERN EUROPE,MIDDLE EAST

Czech Republic

Poland

Russia

Turkey

United Arab Emirates

82

8385

87

89

91


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1.

Introduction

This report summarizes the human resources (HR) environment for business transactions (including mergers, acquisitions, joint ventures, privateequity deals, divestitures and IPOs) in 29 countries. The individual country reports can be used to gain a general understanding of the key HRissues that may be encountered during the various stages of M&A. It is not our intention to address every nuance of specific transactions.

M&A HR Issues Around the World, http://www.mercer.com/maawis the sister publication to our Benefit Plans Around the World (BPAW) report,http://www.mercer.com/bpaw, which includes information for retirement, medical, sickness, disability and death benefits; and Compensation PlansAround the World (CPAW),http://www.mercer.com/cpaw, which provides information on pay components, mandatory minimum age, frequency ofpayments, determination and frequency of salary increases, and pay structure. Together, these reports provide an overview of each countrys

transaction HR considerations and total remuneration environment.

The M&A-specific information contained in this report includes:

Culture considerations Due diligence Preparing for close Close, transition and integration

Also included are:

High-level prevalence of employee benefits and other programs that need to be considered during business transactions Requirements with regard to employment contracts Requirements for consultation/negotiation/information with unions/works councils The availability and constraints of transition service agreements
http://www.mercer.com/maawhttp://www.mercer.com/bpawhttp://www.mercer.com/cpawhttp://www.mercer.com/cpawhttp://www.mercer.com/bpawhttp://www.mercer.com/maaw


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2.

Executive summary

Cultureconsiderations Research has shown that one of the main reasons that deals do not reach their desired objectivesand synergies is a lack of addressing the cultural differences. As such, understanding the country

and company culture is critical. Cultural difference can be addressed by first understanding certainaspects collectivism versus individualism, power distance, time orientation and uncertaintyavoidance.

Due diligence The key activity of due diligence is to determine and mitigate risks and liabilities. Normally thisincludes such areas as defined benefits, retiree medical benefits, change-in-control clauses,severance and executive long-term incentive plans. Understanding talent requirements and

determining the integration approach (from assimilation to stand-alone) is also important during thedue diligence phase.

Preparing forclose

In the process of preparing for close, the organization needs to consider the impact of unionsand/or works councils and pension trustees/pension regulators. Many countries have specificrequirements pertaining to the process of informing, consulting or negotiating with works councilsor unions regarding changes to HR programs as a result of the transaction.

Close,

transition andintegration

Transition service agreements (TSAs) frequently play a large role in helping transition during a

transaction. Certain HR areas are often included in a TSA, while other areas are excluded by law.Additionally, it may be the intent of the buyer to make changes to various HR programs, but thismay be limited by acquired rights and other legal or employee relations constraints.

Severanceterms

Terminations, layoffs and downsizing have become all too common in todays turbulent economiclabor market. Severing employment requires a comprehensive understanding of the laws involvingcomplex severance and restructuring practices as well as statutory protections for employees indifferent markets. Mercers report Severance Pay in Major Markets around the World,www.mercer.com/severancearoundworld, helps employers address challenges in devising

effective severance programs when terminating redundant workers.
http://www.mercer.com/severancearoundworldhttp://www.mercer.com/severancearoundworld


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4.

Country snapshots Americas

AMERICAS

Brazil

Canada

Mexico

US


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Brazi l (cont inued)

Requirements for t rans i t ion ing terms and cond i t ions for employment

In a stock deal, as the legal entity that employs employees does not change, the terms and conditions of employment will automatically continue following the completion ofthe transaction. Accordingly, the buyer is not required to make new offers of employment to existing employees, as their employment automatically continues.

An asset deal will generally result in offers of employment being made to employees of the seller. It is not possible for the seller to unilaterally transfer the employment of itsemployees to the buyer. If the buyer intends to offer employment to the employees, the employees will need to receive offers of employment from the buyer and to resign orhave their employment terminated by the seller. The sellers employees are not compelled to accept an offer of employment made by the buyer.


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Canada

Cul ture

Canadians tend to have a strong sense of the collective, as evidenced in the support of universal health care and respect for labor unions and public institutions. Unlike many

forthright countries, the Canadian people are polite, respectful, reserved and more contemplative. In Toronto and Calgary, the corporate culture tends to take a more short-termperspective, with greater focus on the bottom line, an expectation that there should be a quicker pace and a focus on immediate results; however, in other major urban centers,there is a more balanced approach to work and lifestyle. Canadian people are not impressed by leaders who are not down to earth and dont represent the grassroots. In addition,the culture tends to attempt to control ambiguity and grayness but recognizes that there are always elements of risk and uncertainty.

Due di l igence

Prevalence of :

Defined benefit retirement plans Common among larger organizations and for unionized workplaces

Defined contribution plans Common for smaller or nonunionized workplaces

Disability and ill health Mandatory; provided by the government and typical for companies to supplement

Private health insurance Very common

Life insurance Very common

Stock plans (executive, management, all employees) Very common

Post-retirement benefits Sometimes

Severance plans Statutory severance requirements vary by province. It is very common for organizations to have establishedseverance practices.

Change-in-control agreements Common

Supplementary executive benefits Common

Accrued vacation liabilities Common

Other (describe) Employment contracts are typical for senior executives, and some organizations employ the practice of havingupdated employment contracts/letters for all employees.

Many union employees belong to multi-employer pension plans that are currently under financial stress. Incertain provinces (British Columbia and Quebec) there could be contingent withdrawal liability associated withtheir participation. Plan terms should be checked regarding potential contingent obligations on withdrawalassociated with employees in other provinces (but not common).


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Mexic o (c on t inued)

Stock plans:No

Benefits:It is usually possible to arrange for continuation of the sellers insurance coverage for other benefits (e.g., life insurance, private health insurance, private medical)for a transitional period while new arrangements are being set up.

Requi rements for t rans i t ion ing terms and c ond i t ions for employment

Employment rights are governed by individual or collective employment contracts. In a transaction, the employer must give the employee a written statement identifying theparties and confirming the new terms of employment. Where terms of employment are not maintained, the employee will likely be considered to be dismissed and entitled tothe mandatory termination indemnity, at least with respect to the loss of employment conditions.

In a stock deal, as the legal entity does not change, the employment contracts, labor agreements, and terms and conditions of employment automatically continue. However,it is possible that prior to the transaction, the target entity participated in shared benefit programs (e.g., pension plans) with the sellers other entities. In this case, theseprograms do not automatically continue for the transferred employees. New equivalent arrangements may then have to be established.

In an asset deal, employee consent to the transfer is not required, but employee matters need to be well-defined. If an employee refuses the transfer, he/she usually is

terminated. If there is not an immaterial difference in the terms of employment, the employee will likely be entitled to severance and seniority premium payments.


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US

Cul ture

The US puts great emphasis on self, individuals and self-interests, and people in this culture tend to operate with a very individualistic philosophy, often very directly speakingtheir minds. There is a tendency for people to be assertive, competitive and direct, preferring a more action-oriented working style. Controlling ambiguity and grayness is oftenfocused upon, but there is recognition that risk and uncertainty cannot always be managed. People in this culture tend to respect power and status while also wishing to work inegalitarian, interdependent ways. People will expect to be empowered, consulted on and involved in decision making.

Due di l igence

Prevalence of :

Defined benefit retirement plans Sometimes

Defined contribution plans Very common

Disability and ill health Common


Life insurance Common

Stock plans (executive, management, all employees) SometimesPost-retirement benefits Sometimes

Severance plan Sometimes

Change-in-control agreements Sometimes



Human cap i ta l i ssues

At will employment means that employees and employers can terminate a relationship at any time.

Self-insured health and welfare plans transition periods may trigger multiple employer welfare arrangement (MEWA) requirements. Some sellers are uncomfortable with thisarrangement and may force faster transitions.

Pension plan asset carve-outs are subject to ERISA Section 4044 and PBGC approval.

Multi-employer programs require that a withdrawal liability be calculated upon exit from the plan; these are often significantly underfunded.


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Prepar ing for c lose

Prevalence of :

Unions:Common in certain industries (e.g., manufacturing)

Works councils: None

Pension trustees: None

Pension regulator:Yes statutory rules are enforced by the Internal Revenue Service (IRS), Department of Labor (DOL) and Pension Benefit Guaranty Corporation (PBGC).

In format ion, consu l ta t ion or negot ia t ion requ i rements

Information:The WARN Act, a plant-closing notification bill, requires employers with 100 or more employees to give workers and communities 60 days advance notice of

plant closings or large layoffs that will extend beyond six months. It also applies when more than 50 employees at one plant or 33 percent of the entire organizationspopulation is affected. Separate regulations exist in certain states.

Consultation:Any requirement to consult with unions in relation to a transaction will generally depend on relevant provisions contained in any collective bargainingagreement.

Negotiation:Any requirement to negotiate with unions in relation to a transaction will generally depend on relevant provisions contained in any collective bargainingagreement.

Clos ing t he t ransact ion

Avai labi l i ty of TSAs

Payroll:Yes

Pension:No

Savings plan:No

Stock plans:No

Benefits:Yes health and welfare

Other (describe):HRIS

US (c ont inued)

Requi rements for loca l acc ount ing s tandards for ret i rement and benef i t p lans and requi rements for employment c ont racts

Local accounting standard:US GAAP, governed by the Financial Accounting Standards Board (FASB) Employment contracts:An employment contract can be an express or implied contract and need not be in writing. Most US employees are not employed pursuant to an

employment contract (neither an individual contract nor a collective bargaining agreement). But in the case of executive employment, employment contracts are typicallyprovided to obtain/retain a key executive (and are considered a perquisite by some). The typical contract will specify its duration (typically three to five years), the employeesremuneration, severance conditions and payments, and it will often contain a noncompetition clause that prohibits the employee from engaging in a similar business incompetition with the employer for a specified period after termination.


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US (c ont inued)


There are no acquired rights.

In a stock deal, as the legal entity that employs the employees does not change, the terms and conditions of employment will automatically continue following the completionof the transaction. Accordingly, the buyer is not required to make new offers of employment to existing employees, as their employment automatically continues.

In an asset deal, offers of employment are generally made to employees of the seller. It is not possible for the seller to unilaterally transfer the employment of its employeesto the buyer. If the buyer intends to offer employment to the employees, the employees will need to receive offers of employment from the buyer and must resign or have theiremployment terminated by the seller. The sellers employees are not compelled to accept an offer of employment made by the buyer.


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5.

Country snapshots Asia Pacific

ASIAPACIFIC

Australia

China

Hong Kong

India

Japan

Singapore

South Korea

Taiwan


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Aust ra l ia

Cul ture

The strongest characteristic of the Australian corporate culture profile is putting great value on self, individuals and self-interests. People tend to operate with a very individualistic

philosophy and often speak their minds very directly and openly. Tall poppies are not well-tolerated due to this very egalitarian belief system. Along with a strong preference forbeing tough, decisive and competitive, there is also an expectation that people will be consulted on and involved in key decisions. There are attempts to control ambiguity andgrayness, but there is also recognition that risk and uncertainty cannot always be managed. There is preference for taking a shorter-term perspective with a greater focus on thebottom line, along with expectations that things should move at a good pace and focus on more immediate results.

Due di l igence

Prevalence of :

Defined benefit retirement plans Rare for new employees, although it is common for large employers to have legacy defined benefit arrangements,

which have been closed to new entrants for a number of years.


Disability and ill health Very common; generally provided within the retirement benefits plan, although long-term salary continuance benefitsare sometimes provided on a stand-alone basis. Statutory workers compensation for workplace disability is mandatory.

Private health insurance Rare for employers to provide coverage directly, although employee-financed coverage is common. Large employerscan negotiate preferential rates for their employees, with premiums financed via payroll deduction.

Life insurance Very common; generally provided within the retirement benefits plan

Stock plans (executive, management, all employees) Common (although prevalence may change following proposed changes in the federal budget)Post-retirement benefits Rare

Severance plans Companies follow statutory and industrial award requirements

Change-in-control agreements Common

Supplementary executive benefits Rare

Accrued vacation liabilities Mandatory to provide annual leave and long-service leave

Other (describe) Business travel; very common


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China

Cul ture

One of Chinas most significant cultural characteristics is its relationship with time; the culture is extremely long-term-oriented. This is in significant contrast to Western public

companies quarterly pressures and shorter-term interests. Relationships are still critical in doing business and can be cultivated only in the longer term. The typical cultural styleis based on an assertive, competitive and direct philosophy, which is balanced by a great respect for status, centralization and hierarchical structures. Companies must beextremely aware of their counterparts status and must match equal or greater status in meetings or negotiations. Be cautious of the fact that Chinas business culture isinfluenced by its regional differences and by private versus state-owned enterprises.

Due di l igence

Prevalence of :

Defined benefit retirement plans Rare; however, there might be DB plans in private companies that have been converted from state-owned enterprises

(SOEs).Defined contribution plans Rare; while DC plans are slowly emerging for multinational companies (MNCs) in China, they still are not common for

locally owned Chinese companies.


Private health insurance Common

Life insurance Common for MNCs in China but not common for local Chinese companies

Stock plans (executive, management, all employees) Rare

Post-retirement benefits Rare for supplemental; just statutory government social security

Severance plans Mandatory

Change-in-control agreements Rare


Accrued vacation liabilities Mandatory

Other (describe) It is not very common in China to have competition clauses or confidentiality agreements. Compensation in China stillmainly consists of cash, and it is not common to offer stock or stock options.


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China (cont inued)



Payroll:Yes

Pension:Not applicable

Savings plan:Not applicable

Stock plans:Not applicable

Benefits:Yes


In an asset or stock deal, the original employment contracts of the employer remain valid. Such employment contracts shall be adhered to by the employer succeeding the

aforesaid employer. Any change will need to be discussed with the union or employee representatives.


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Hong Kong

Cul ture

Although similar to China, the people of Hong Kong differ from those of many Asian countries in their willingness to tolerate uncertainty. While the business culture in Hong Kongtends to accommodate uncertainty and encourage a good level of risk taking, the cultures of many other Asian countries (e.g., Japan, South Korea) tend to be much moretraditional and conservative, preferring to attempt to eliminate uncertainty before taking action. The other significant characteristic of the Hong Kong culture is its peoples long-term orientation, which reflects an emphasis on long-term relationships being key to business success.

Due di l igence

Prevalence of :

Defined benefit retirement plans Rare; these are lump sum plans with payments being made on retirement or earlier termination rather than pension

plans. There is also a statutory DB long-service payment payable at age 65 with five years service. This may be offsetby any company-sponsored benefits from a retirement plan (DB or DC).

Defined contribution plans Very common; employers are required to offer the Mandatory Provident Fund (MPF) scheme to employees. This is aDC plan. An Occupational Retirement Schemes Ordinance (ORSO) scheme (which can be DB or DC) may be offeredeither in addition to or as an alternative to the MPF scheme. Employees are required to participate in at least oneretirement scheme.

Disability and ill health Very common

Private health insurance Common


Stock plans (executive, management, all employees) Rare

Post-retirement benefits Rare

Severance plans Very common


Supplementary executive benefits Rare; typically limited to those in higher positions in smaller companies or private companies.

Accrued vacation liabilities Common; typically, employees have a carry-over period of no more than 12 months. Accrued vacation liabilities aretypically paid off prior to the consummation of the transaction.


Transmission of business Typical human capital issues include:

Employee retention

Executive contracts

Transition of employees and benefits

Long-service payment liability (rarely a deal breaker)


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Hong Kong (con t inued)

Savings plan: No

Stock plans:No

Benefits:It is usually possible to arrange for continuation of the sellers insurance coverage for other benefits (e.g., life insurance, private health insurance, private medical)

for a transitional period while new arrangements are being set up.


In a stock deal, vested retirement benefits may not be reduced without the consent of 90 percent of the plan members. In an asset deal, the value of accrued retirementbenefits typically transfers to the buyers plan or to a new arrangement. Again, the buyer really only has flexibility to reduce future service benefits. Where past servicebenefits are transferred, service for statutory long-service and severance-pay purposes is normally treated as continuous.

In a stock deal, the employment contracts of the targets employees will transfer to the acquirer and continue unaffected.

In an asset deal, in instances where employment contracts are required as part of the assumption of the transferring employees, unless the employees are materially worseoff, the employees affected in the transfer have limited negotiating power as to their employment terms and conditions. Unless they are deemed materially worse off, no

trigger or severance payments are affected. Statutory retirement benefits must be provided.


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I d i ( t i d )


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Ind ia (c ont i nued)


Information:If 50 or more workmen are employed or were employed on average per working day in the preceding 12 months in an undertaking, 60 days notice of intendedclosure of such undertaking has to be given to the appropriate government body. This requirement is, however, not applicable to an undertaking set up for the construction of

buildings, bridges, roads, canals, dams, or other works or projects. Consultation:None

Negotiation:Depends on the collective agreement



Payroll:Yes

Pension:No often handled via payroll

Savings plan:Rare


Benefits:Yes

Other (describe):Cafeteria, transport arrangements, etc.

Requi rements for t rans i t ion ing terms and c ond i t ions for employment :

The employment contract is between a legal entity and the employee. Should the legal entity cease to exist after a merger/acquisition, then new contracts need to be issued.If the legal entity continues as is, the existing employment terms and conditions remain valid.

In general, in both asset and share acquisitions, the buyer must directly or indirectly assume all responsibilities of the seller toward its employees when acquiring a business.


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Japan (con t inued)



Payroll:Yes

Pension:Yes, in case the buyer needs a reasonable period of time to set up the new pension plan

Savings plan:No

Stock plans:No

Benefits:Yes, in case the buyer needs a reasonable period of time to participate in health insurance association, for example


In a stock deal, acquired rights shall be preserved. Employment conditions will be basically maintained, because the buyer will need to continue the employment conditionsprovided by the seller according to the corporation law.

If prior to the transaction the target entity participated in a shared benefit program (e.g., pension plan) with any other of the sellers entities, this program will not automaticallycontinue for the employees. New equivalent arrangements may have to be established. It is possible that the participating social security program (e.g. health insurance) alsomay have to be changed. In this case, the buyer has to join the alternative health insurance or health insurance associations.

In an asset deal, there is more flexibility, and the buyer may be able to change and cash out terms and conditions.

Singapore


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Singapore

Cul ture

Singaporeans do not like uncertainty. While they face constant change, they like predictability and put a relatively high premium on risk mitigation wherever they can. If there is achange, they like to be informed well in advance. Singaporeans also like rules and processes to serve as general guidelines. The people comply well with order and appreciate aclear definition of their roles and responsibilities. Singaporeans respect good credentials (i.e., qualifications, experience) and track records rather than simply strong rhetoric andcompelling sales stories. Although less obvious in Singapore-based MNCs, there is a tendency for followers to obey their leaders without question. In addition, humility isrespected; arrogance and boasting are not. Another strong characteristic is this cultures collective philosophy, which is strongly group- and relationship-oriented.

Due di l igence

Prevalence of :

Defined benefit retirement plans Rare

Defined contribution plans Rare

Disability and ill health Rare



Stock plans (executive, management, all employees) Sometimes with larger companies


Severance plans Rare; only in cases of involuntary termination, and then follow government-recommended practiceChange-in-control agreements Sometimes with larger companies


Accrued vacation liabilities Rare

Other (describe) Annual Wage Supplement salary is typical and is generally paid in December.

Transportation allowances are commonly provided to professional/sales and top management-level employees.


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Si ( t i d )


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Singapore (cont inued) Pension trustees:A few supplementary pension plans are set up under trust. Trustees would normally be executives of the sponsoring company or outsourced to a legal firm.

Pension regulator:Government


Information:In general, there is no specific prescribed format with respect to the consultation procedure or notifications to employees. Section 18A of the Employment Actrequires the seller to give reasonable notice to the Employment Act employees and the relevant trade union(s) before the business transfer takes place.

Consultation:No requirement

Negotiation:No requirement


Avai labi l i ty of TSAs Payroll:Yes

Pension:No often handled via payroll

Savings plan:Rare


Benefits:Yes


There is no legislation corresponding to the Acquired Rights Directive in Singapore. However, there are instances whereby a transfer of employment may take place on anautomatic basis, pursuant to a Transfer of Undertaking.

Under Singaporean law, the transfer of employees in a business, all or part of which is to be sold, is dealt with differently depending on whether or not such employees areprotected under the Employment Act (EA), Cap. 91 of Singapore.

Very generally, employees in Singapore can be divided into two categories:

1. Those who fall within the Employment Act (EA employees) i.e., employees who are not employed in an executive, managerial or confidential position. These wouldinclude secretaries and clerical staff.

2. Those who do not fall within the Employment Act (non-EA employees) i.e., employees who are employed in an executive, managerial or confidential position.

The transfer of employment on an automatic basis applies only to EA employees. In general, in both asset and share acquisitions, the buyer must directly or indirectly assume all responsibilities of the seller toward its employees when acquiring a business.

South K orea


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Cul ture

South Korean corporate culture tends to operates with a highly collective philosophy, where the groups best interests are served over those of the individual. There is a strongpreference for attempting to control ambiguity and uncertainty by operating under a considerable set of rules, processes and protocols. Highly formalized processes and highlevels of detail are preferred as a way to minimize the risks associated with moving forward. People in South Korea tend to respect status, command and control fairly highly whileat the same time valuing consensus, quality and intuition. More difficult or controversial matters are dealt with off line and in ways that save face for the individuals and teamsinvolved.

Due di l igence

Prevalence of :

Defined benefit retirement plans Mandatory (DB or DC); very common to provide supplemental plan

Defined contribution plans Mandatory (DB or DC)




Stock plans (executive, management, all employees) Sometimes


Severance plans RareChange-in-control agreements Rare


Accrued vacation liabilities Very common

Other (describe) Very common to provide car benefits, meal benefits, tuition support, housing loan and child care benefits


It is difficult to conduct layoffs or restructuring after acquisition.

Requi rements for loca l ac count ing s tandards for re t i rement and benef i t p lans

Local accounting standard:Korean GAAP

Employment contracts:Employers and employees are free to agree on terms of employment as a matter of contract, subject to the mandatory standards under the LaborStandards Act (LSA), and subject to any superior provisions under the employment regulations or any applicable collective bargaining agreement.


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Prevalence of :

Unions:All South Korean employees can participate in a labor union, and unions have right of approval of employment decisions.

If the number of employees exceeds two people, the company can formulate a union.

Works councils:If the number of employees exceeds 30 people, the company should form works councils.

Pension trustees:None

Pension regulator:None


Information:Unless otherwise stipulated in the employment agreement, in the union collective agreement with the individual employees or in the company regulations, thereis no requirement to consult with or inform the employees.

During the deal process, employees irrational reaction or collective movement can be a deal breaker or a post-merger integration risk, so informing employees of thedeal situation periodically could be the right tactic in minimizing these risks.

Consultation:The requirement is 50 days prior consultation (with notice) with the representative of the majority of the employees.

Where the number of employees to be dismissed exceeds 10 percent of the workforce, the employer must file a report with the Ministry of Labor 30 days in advance,stating, among other things, the reasons for dismissal, the number of employees involved and the schedule for the dismissals.

Negotiation:An employer has no obligation to negotiate with labor unions or representative employees in cases of stock transaction or asset sale. However, traditionallystrong unions in large South Korean financial companies and manufacturers may insist that the seller company negotiate with the buyer to maintain the HR policies andprograms post-closing.



Payroll:No

Pension:No

Savings plan: No

Stock plans: No

Benefits:No

Other (describe):The TSA is not yet a common concept or tool in South Korea.

South Korea (con t inued)

South K orea (c ont inued)


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Requirements for t rans i t ion ing terms and c ond i t ions for employment

In a stock deal, the employment contracts of the companys employees will transfer to the purchaser and continue unaffected. Everything should remain unchanged; anychanges to the work conditions will need the employees or unions consent.

In an asset deal, employees will need to be transferred to the buyer upon agreement on a newly offered employment contract, whose terms and conditions may differ fromthose of the previous contract.

Ta iwan


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Cul ture

Taiwanese people are great risk takers, and this is a region of many entrepreneurs. The Taiwanese demonstrate a clear preference for avoiding conflicts. More difficult orcontroversial matters are dealt with off line and in ways that save face for those involved. People show respect for status and command-and-control leadership styles, and valueis placed on quality and consensus. The island prides itself on efficiency, as most Taiwanese companies compete on price as opposed to brand or innovation.

Due di l igence

Prevalence of :

Defined benefit retirement plans Mandatory

Defined contribution plans Mandatory

Disability and ill health Very commonPrivate health insurance Very common


Stock plans (executive, management, all employees) Very common







The defined benefit Labor Standards Act (LSA) arrangement is partially funded with assets held by the Bank of Taiwan (formerly the Central Trust of China). Under thelegislation, these assets can transfer to a buyer (assuming the LSA rights are transferred) only if the assets in the sellers LSA are sufficient to cover the liabilities of thesellers remaining employees. Generally, it is not likely that these assets will be transferred.

It is typical to recognize each transferring employees prior service and retirement benefits in order to encourage employees to accept offers of employment rather than

triggering severance payments. If severance payments are triggered, they should be met by the seller.


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Ta iw an (con t inued)


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Payroll:Yes

Pension:Yes

Savings plan:Yes

Stock plans:Yes

Benefits:Yes


In a stock deal, working conditions and retirement benefits cannot be changed without employees consent. Employees who do not agree to the changes will be consideredredundant and will trigger redundancy payments (or retirement benefit payments if the employees meet retirement eligibility).

In an asset deal, where new employment contracts will be issued, employees have the right to accept or reject the offer. Those who reject the offer will also triggerredundancy payments/retirement benefits payments. If the accrued DB retirement benefit is honored by the buyer, it is typical that the buyer would either receive a transferredretirement plan asset or request a price adjustment. If the status of the legal entity is changed, new contracts of employment need to be issued to the transferring employeesat least 30 days prior to closing. Employees have the right to refuse the new offer of employment, in which case the seller will be forced to make severance payments.

According to the Taiwan Mergers & Acquisition Act (M&A Act):

If the deal complies with the Taiwan Mergers & Acquisition Acts, the existing benefit arrangements shall be honored by the buyer.

If the deal does not comply with the Taiwan Mergers & Acquisition Acts, it is typical for the buyer to provide the same benefit arrangements to ensure a smooth transition,

even though it is not legally required.


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6.

Country snapshots Western Europe

WESTERNEUROPE

Austria

Belgium

France

Germany

Ireland

Italy

Netherlands

Norway

Spain

SwedenSwitzerland

UK

Aust r ia


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Aust r ia

Cul ture

Austrian business culture is characterized by a fairly hierarchical structure, where managers tend not to have a very consensual style. In managing others, individuals aregenerally expected to make the decisions themselves and perhaps only involve their colleagues in the decision-making process to a lesser degree. Managers are expected to besector/function experts and, as such, should know the answers to problems. This more directive management approach goes hand in hand with a strong sense of politeness andcourtesy. Everything is done with charm and warmth, both of which are seen to be attributes of a good manager. Overall, Austrians tend to be somewhat more assertive,competitive and direct than do people of other cultures, which can lead to a more adversarial or direct style of resolving conflicts. There is a preference for operating with clearerrules and processes in an attempt to control uncertainty and the environment, and there tends to be a focus on shorter-term results and the bottom line.

Due di l igence

Prevalence of :

Defined benefit retirement plans Common

Defined contribution plans Common for new contracts

Disability and ill health Sometimes

Private health insurance Rare

Life insurance Rare

Stock plans (executive, management, all employees) Common

Post-retirement benefits SometimesSeverance plans Mandatory


Supplementary executive benefits Sometimes


Other (describe) Long-service awards (jubilees) or old-age part-time benefits (OAPTs or ATZ)

Human cap i ta l i ssues There are no country-specific human capital issues. The normal risks and liabilities (e.g., defined benefit) need to be considered.

Requi rements for loca l ac count ing s tandards for re t i rement and benef i t p lans

Local accounting standard:Austrian Tax Law and local GAAP. IFRS (IAS 19) can be used as local GAAP liability for pension plans.

Employment contracts:The contract of employment (Arbeitsvertrag) governs contractual rights and duties of the employee and the employer, including the employees mainduty of performance and the employers central duty to pay a salary.

Aust r ia (con t inued)


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Prevalence of :

Unions:The GB (sterreichischer Gewerkschaftsbund) has a coordination and representative role. It is organized along the different lines of industry. Employees are inGB on a voluntary basis; that said, for companies with works councils, most of the employees are members of GB.

Works councils:According to the Works Council Act (Arbeitsverfassungsgesetz), works councils may be set up in all companies that have at least five employees. Workscouncils are the bodies representing the interests of employees at the company level. They have a variety of powers of information, consultation and codetermination in thefields of general, personnel, social and economic affairs. They may be established at the request of employees.




Information:Communication to the works council about the deal (in cases of no works councils, to each employee). The company must inform the works council of thetransfer before it becomes public knowledge.

Consultation:No requirement, but in some cases employers decide to consult with works councils.

Negotiation:No requirement, but in some cases employers decide to negotiate with works councils.



Payroll:Yes

Pension:Yes

Savings plan:Yes

Stock plans:Yes

Benefits:Yes


In an asset or a stock deal, an employees terms and conditions cannot be altered for a specific period of time period, which varies and is based on the agreement betweenthe works council and the employer.

Belg ium


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Cul ture

Belgian corporate culture tends to operate with many rules, processes and protocols aimed at maintaining the unity of the country and finding a way to connect the differentcommunities and cultures. This sometimes leads to overregulation, which Belgians do not feel hindered by but seek to find ways around, accepting the overregulation as a part

of life. In this context, they tend to adopt an individualistic philosophy: Belgians tend to put a greater emphasis on self, individuals and self-interests, and they often speak theirminds, which is seen as being honest. In Belgium, status is well-respected and leadership tends to operate with a balance of command and control in setting high-level direction,supported by a preference for consensus, quality and intuition about how things are executed. More difficult or controversial matters are often dealt with off line and in ways thatrespect the individuals and teams involved. The cultural profile values collaboration, compromise and negotiation.

Due di l igence

Prevalence of :


Defined contribution plans Common




Stock plans (executive, management, all employees) Rare; where in place, access mostly limited to management


Severance plans Rare


Supplementary executive benefits Very common


Other (describe) Early retirement benefits (bridge pensions), individual pension agreements and jubilee premiums are fairly typical andshould be considered when reviewing the deal.


It is not uncommon to find unfunded or underfunded benefits such as defined benefit plans. These need to be carefully reviewed to determine appropriate purchase price ifthe liability is transferred to the buyer. Additionally, it is difficult to terminate DB plans.


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Franc e (c ont i nued)



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Prevalence of :

Unions:A buyer should obtain information about the unions and understand who the designated delegate is, as this is the only person able to sign an agreement. The buyer

will need to consider information about recent industrial disputes, any unresolved industrial disputes and the nature of the relationship with relevant union(s).

Works councils:Works councils are mandatory in all companies with at least 50 employees. Representatives are elected. French law also requires companies with at least 50employees to establish a health and safety committee, which is an extension Comit d'hygine de scurit et des conditions de travail (CHSCT).



Other (describe):Retention bonuses are commonly used for key people in the cases of plant closures, substantial restructuring programs and acquisitions. These aretypically negotiated on an individual basis and are offered in addition to the severance agreements made with employee representative groups (e.g., unions, works council).


Information:Special reporting requirements have to be fulfilled in transactions. Works councils must be informed and consulted with. It is important to know that employeedelegates (dlgus du personnel) are elected(information and consultation), while union delegates (dlgus syndicaux) are designatedby unions (negotiation) to serve asa link between employees and management.

Consultation:Typically employees are consulted with regarding changes.

Negotiation:Negotiation is required regarding HR and social plan changes.



Payroll:Yes


Savings plan:Yes

p

There are no country-specific human capital issues. The normal risks and liabilities (e.g., defined benefit) need to be considered.

Requi rements loca l acc ount ing s tandards for ret i rement and benef i t p lans

Local accounting standard:Listed companies must account under IAS19.

Employment contracts:Not mandatory but very common. Employment contracts are relatively comprehensive and detailed regarding working hours, remuneration, trialperiod, notice period, holiday and vacation arrangements, and termination procedures, and typically mention the applicable collective bargaining agreement (CBA).

Franc e (c ont inued)

Stock plans:Yes


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Benefits:Yes, changes in terms and conditions require information/consultation/negotiation (a process that can take up to 15 months).

Other (describe):HRIS


The EU Acquired Rights Directive applies, providing broad protection regarding terms and conditions.

Germany

Cul ture


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Cul ture

Due to its more individualistic philosophy, German corporate culture tends to be more focused on the self and individual self-interests than on the group or team. Diligence andcompetence are characteristics held in high esteem by colleagues and are seen as the key indicators of performance. The people often speak their minds, which, along with their

preference for being more direct, assertive and competitive, can lead to a more adversarial style of resolving conflicts. The cultural profile suggests that typically, people tend tovalue having sufficient process and planning to guide decisions and actions, and they expect to be involved in this process and to be empowered in decision making. There is agreat preference for taking a shorter-term perspective, moving at a fast speed and focusing on the bottom line.

Due di l igence

Prevalence of :

Defined benefit retirement plans Very common (including hybrid plans)

Defined contribution plans Rare but increasingDisability and ill health Mandatory

Private health insurance Rare (possible only for self-employed and employees earning over a defined upper ceiling)

Life insurance Sometimes





Supplementary executive benefits Sometimes


Other (describe) Long-service awards (jubilees) or old-age part-time benefits (OAPTs or ATZ)


Unfunded pensions

Differences between local and international accounting for defined benefits


Local accounting standard:German Commercial Code (CC), but compliance with CC is accomplished by using Tax Law standards (Teilwert-Methode). Use of IFRS hasbecome more common.

Employment contracts:The contract of employment (Arbeitsvertrag) governs contractual rights and duties of the employee and the employer, including the employees mainduty of performance and the employers central duty to pay a salary.


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Germ any (c ont inued)



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In an asset deal, employees terms and conditions generally cannot be altered for a period of at least one year from the date of transfer of undertakings.

In a stock deal, there is more flexibility.


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I re land (c ont inued)



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p g

Prevalence of :

Unions:The Irish Congress of Trade Unions is the single umbrella organization for trade unions in Ireland (both the Republic of Ireland and Northern Ireland). Employeeshave a constitutional right to join a trade union, but there is no legal obligation for an employer to recognize a trade union as having the right to represent its members indealing with the employer.

Works councils: The European Works Council Directive (94/45/EC) was implemented into Irish law with the Transnational Information and Consultation of Employees Act of1996. It requires that large organizations having at least 1,000 employees in the EEA and at least 150 employees in at least two EEA countries establish a European-levelworks council to inform and consult with the employees.

Pension trustees: Allowance should be made for the need to potentially involve pension trustees in advance of closing the transaction, depending on the nature of thetransaction.

Pension regulator:Not applicable


Information:For asset deals, the European Communities (Protection of Employees on Transfer of Undertakings) Regulation 2003 implements Directive (2001/23/EC) andrequires employers to engage in a 30-day consultation period with employee representatives in advance of the transfer.

The minimum information that needs to be provided to the employee representatives includes:

o Date or proposed date of transfer

o Reasons for transfer

o Legal, economic and social implications of the transfer for the employees

o Any measures envisaged in relation to the employees Consultation:Asset deals:

The European Communities (Protection of Employees on Transfer of Undertakings) Regulation 2003 implements Directive (2001/23/EC) and requires employers toengage in a 30-day consultation period with employee representatives in advance of the transfer.

If measures are envisaged in relation to the employees, then the employer and the employee representatives need to engage in consultation, with a view to reaching anagreement.

Negotiation:There are no statutory requirements.



Payroll:Yes

Pension:Membership of the sellers pension scheme for a transitional period is common, typically for six months, but a longer period may be required.

Savings plan:No

Stock plans:Yes

Benefits: Yes

I re land (c ont inued)


E l t i ht d b i di id l l t t t


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Employment rights are governed by individual employment contracts.

In a stock deal, employment contracts will transfer to the purchaser and the same terms and conditions of employment remain in place.

In an asset deal, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 give employees the right to transfer their employmenton the same terms and conditions of employment applied to them before the transfer. However, this at present does not generally apply to pensions.


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I ta ly (con t inued)


A i l b i l i t f TSA


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Payroll:Yes, only when an external payroll is used


Savings plan:Not applicable


Benefits: No


Individual rights

In a stock or asset deal, article 2112 of the Civil Code stipulates that all employees are automatically transferred to the buyer and that they keep the individual rights acquiredbefore the transfer (e.g., salary increases, benefits).

Collective agreements

In a stock or asset deal, the terms and conditions of employment and the economic provisions set by the collective agreements in force (at both the national and the companylevels) at the date of transfer are replaced by other collective agreements of the same level applied by the buyer.

Nether lands

Cul ture


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Dutch people often speak their minds and most commonly value equality, collaboration, consensus and intuition in their social and organizational dealings with others. Othercharacteristics include having an expectation to be empowered, wanting to be more involved in decisions, and wishing to work in egalitarian, interdependent ways. Also, there is

an understanding that uncertainty and change are normal and will likely be accepted as they come, although some structures and processes will be appreciated in an attempt tominimize the impacts of that uncertainty.

Due di l igence

Prevalence of :

Defined benefit retirement plans Very common

Defined contribution plans Mainly in smaller companies but an increasing trend


Private health insurance Mandatory

Life insurance Rare (overall); very common (executives)

Stock plans (executive, management, all employees) Very common (executives); sometimes (management); rare (all employees)


Severance plans Very common

Change-in-control agreements Sometimes (executives); rare (other)Supplementary executive benefits Very common


Other (describe) Jubilee plans




Local accounting standard:Listed companies must account under IFRS or FAS; nonlisted companies have the option of using Dutch GAAP or IFRS or FAS (under DutchGAAP in some circumstances, DB plans are accounted for similarly to DC plans).

Employment contracts:All employees, managers and executives typically have an individual employment contract that has to comply with legislation and a collectiveagreement that binds both employer (as a member of an employer organization) and employee (as a member of a trade union).


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Nether lands (cont inued)



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Payroll:Yes Pension:Yes

Savings plan:Yes


Benefits:Yes


A stock transaction does not change the legal entity or the employment agreement. The employment contracts of the companys employees will transfer to the purchaser and

continue unaffected. However, in some circumstances, a collective agreement or industry-wide multi-employer pension scheme may no longer apply or may becomeapplicable.

An asset sale changes the employer and may also change the branch of industry the employee is working in. In an asset sale all employees automatically transfer to thebuyer without selection or the need to reapply for their job. Legislation compels the buyer to apply the employment conditions of the seller to the employees, unless the buyeris bound by a compulsory, industry-wide collective agreement. The buyer may seek to harmonize the employment conditions, but this may take place only after the closingand may not be directly linked to the sale.


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Sweden

Cul ture

Swedens most definitive cultural characteristics are its strong focus on equality and consensus, and its need to collaborate and find consensus rather than operate in assertived/ i i hi h b i i ff i C fli f l d b i d i i d h l d l


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Copyright 2009 Mercer LLC. All r ights reserved. 72

and/or competitive ways, which may be seen as inappropriate or offensive. Conflicts are most often resolved by compromise and negotiation, and the culture nowadays also puts

a stronger emphasis on self, individuals and self-interests rather than on the collective. Interacting with Swedes, one will find that they often speak their minds quite directly andopenly, and that people expect to be consulted on and involved in key decisions. A somewhat short-term orientation leads to a focus on the bottom line, along with expectationsthat things should move at a good pace and be oriented toward more immediate results.

Due di l igence

Prevalence of :

Defined benefit retirement plans Mandatory according to collective bargaining agreement; ITP plan for white-collar employees born before 1979

Defined contribution plans Mandatory according to collective bargaining agreement; SAF-LO plan for blue-collar workers and ITP plan for white-collar employees born after 1979

Disability and ill health Mandatory according to collective bargaining agreement

Private health insurance Common for white-collar employees

Life insurance Mandatory according to collective bargaining agreement; TGL Occupational Group Life insurance

Stock plans (executive, management, all employees) Very common for executives; sometimes for management; very rare for all employees

Post-retirement benefits None

Severance plans NoneChange-in-control agreements Common for executives


Accrued vacation liabilities Employees have the option to carry forward five days a year for up to five years.

Other (describe) According to the Swedish tax regulations, savings plans are not permitted. The employee can voluntarily make a salarysacrifice to pension, i.e., change salary to pension premiums.




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Sw eden (c on t inued)

Benefits: Yes


In a stock deal, the employment remains unchanged, except for pension claims (including invalidity, survivor and old-age benefits); the buyer is responsible for all accrued


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p y g p p ( g y g ) y pliabilities upon close of the transaction.

In an asset deal, EU regulations require continuation of terms and conditions of employment. A buyer cannot modify terms and conditions of employment for employees whotransfer to the buyer within one year following the transaction. Thereafter, the buyer can negotiate with the employees and have the employment benefits changed.


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Sw i tzer land (con t inued)

Savings plan:Not common

Stock plans:Not common

Benefits: No


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Requi rements for t rans i t ion ing terms and c ond i t ions for employment Although the transfer of accrued vested benefits is sufficient to satisfy the legal requirements, if the pension plan changes because of the transition, comprehensive

grandfathering is normally put in place to minimize the effects of the transition.

In a stock deal, employment terms remain unchanged.

In an asset deal, if the employer transfers the enterprise or a part thereof to a third party, the employment relationship is transferred to the acquiring party, including all rightsand obligations as of the date of transfer, unless the employee declines the transfer. In such a case, the old rules remain valid until the termination of the severance period. Ifa collective employment contract applies to the employment relationship transferred, the acquiring party shall comply with it for one year unless it expires earlier or isterminated by notice. After the severance period (with the exception of the requirement set down by law or collective labor agreement), the contract can be adjusted.However, retention issues have to be considered.

UK

Cul ture

British corporate culture tends to put a strong emphasis on individuals and self-interest, and it is not unusual for the British to speak their minds. There is a preference for focusingon short-term, immediate results and the bottom line, and an expectation that things should move at a fast pace. The British tend to be accepting of uncertainty and ambiguity in


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p g p p g y g y

the workplace, with little need for formal processes, preferring just enough process and planning to guide decisions and actions. The culture also values strength, decisivenessand competition and has a healthy respect for power, status and hierarchy, although interactions within levels tend to be more egalitarian and informal.

Due di l igence

Prevalence of :



Disability and ill health Very commonPrivate health insurance Very common




Severance plans Common (typically supplemented on a contractual or discretionary basis)




Other (describe) Savings plans and service awards are typically provided.


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7.

Country snapshots Eastern Europe, Middle East

EASTERN

EUROPE,MIDDLEEAST,AFRICA

CzechRepublic

Poland

Russia

Turkey

United ArabEmirates

Czech Republ ic

Cul ture

The Czech Republics two strongest cultural characteristics are the peoples orientation regarding time and their relationship with uncertainty and change. In terms of time, thisculture values taking a short-term perspective and tends to work to ensure that short-term actions can be seen to deliver more immediate results. In doing so, the Czechs have apreference for operating with clear rules, processes and protocols, and they go to great lengths to control uncertainty and the environment. Change and ambiguity are seen as


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Requi rements for loca l acc ount ing s tandards for ret i rement and benef i t p lans and requ irements for employment c ont racts

Local accounting standard:Financial reporting and auditing requirements in the Czech Republic are compliant with International Accounting Standards (IAS), InternationalStandards on Auditing (ISA) and the European Union (EU) Directives.

Employment contracts:Employment contracts must be in line with current Labor Code in the Czech Republic and must be in written form.

p p g , p p , y g g g y g g yundesirable elements that need to be managed. This culture tends to place great value on focusing on individuals; on respecting strength, decisiveness and competition; and onseeking to work in more egalitarian and interdependent ways.

Due di l igence

Prevalence of :

Defined benefit retirement plans None



Private health insurance Sometimes. It is typical to provide annual health care programs; health insurance is rarely provided.



Post-retirement benefits None


Change-in-control agreements Sometimes; typically for senior executives

Supplementary executive benefits Company cars, sick pay, enhanced private medical benefits, short-term incentives

Accrued vacation liabilities Mandatory; in cases of objective barriers to using the vacation, employee must use all the vacation by the end of thefollowing calendar year. Payout is possible only upon termination but is capped at four weeks.

Other (describe) Service/jubilee awards are common in big enterprises with trade unions.




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Russia (cont inued)


Prevalence of :

Unions:In Russia, trade unions are organized by branch of industry.


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Works councils: Not applicable

Pension trustees: Where applicable, but many are insured contracts

Pension regulator:Employer pension funds are overseen and regulated by the Russian state pension fund.


Information:No requirement

Consultation:Trade unions must be consulted over closure of companies, mass redundancies and production stoppages. The trade union must be asked to express its viewduring the engagement or termination of the manager of the enterprise or other senior employees, or when subjecting their work to general evaluation.

Negotiation: No requirement



Payroll:TSA is not common. It is more likely that services would be outsourced at this point if buyer is unable to establish HR function capability in time.

Pension:TSA is not common. It is more likely that services would be outsourced at this point if buyer is unable to establish HR function capability in time.

Savings plan:TSA is not common. It is more likely that services would be outsourced at this point if buyer is unable to establish HR function capability in time; Stock plans:TSA is not common. It is more likely that services would be outsourced at this point if buyer is unable to establish HR function capability in time.

Benefits: TSA is not common. It is more likely that services would be outsourced at this point if buyer is unable to establish HR function capability in time.


A collective agreement does not automatically or immediately expire when the companys name or its management changes. In the case of a change in company ownership,the collective agreement continues to apply for the three months following the change.


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Turkey (con t inued)

Requirements for l oca l acc ount ing s tandards for re t i rement and benef i t p lans

Local accounting standard:There are different local accounting standards for different groups of companies in Turkey, according to whether the company is open to thepublic or is a financial institution. All standards are similar to IAS19. TMS 19 is the newest local accounting standard, which is identical to IAS19 and covers all companies in

Turkey


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Prevalence of :

Unions:Unions are quite common for blue-collar workers in the manufacturing sector. Collective labor agreements may provide more rights to union members than may thestatutory benefits.

Works councils:No Pension trustees:Yes

Pension regulator:There are two regulatory bodies for governance: government (the lawmaker) and EGM (Emeklilik Gozetim Merkezi Center for Pensions Monitoring).


Information:Informing employees of new terms and conditions of employment is required





Payroll:Yes

Pension:Yes

Savings plan:No

Stock plans:No

Benefits:Yes


Turkey has an equivalent to the EU Acquired Rights Directive that protects the value of all accrued entitlements on a change of employer.

Turkey. Employment contracts:Employment contracts are mandatory.


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Uni ted Arab Emira tes (con t inued)

Requirements for l oca l acc ount ing s tandards for re t i rement and benef i t p lans

Local accounting standard:There are no government requirements for filing audited financial statements, except in certain industries and sectors (e.g., money exchanges,insurance companies). However, most organizations are moving toward adoption of IFRS.

Employment contracts:Employment contracts are registered with the Ministry of Labor, and these are always printed in both Arabic and English. The Arabic version of any


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Prevalence of :

Unions:Not allowed by law

Works councils:Not allowed by law

Pension trustees:Not applicable

Pension regulator:Not applicable

Other (describe):Mandated end-of-service benefit liabilities will pass to the buyer where contracts of employment continue with either entity.


Information:No requirement





Payroll:Yes

Pension:Yes, where applicable

Savings plan:Yes, where applicable

Stock plans:Yes, where applicable

Benefits:Yes providers need to be notified.


Where a change occurs in the form or legal status of the establishment, contracts of employment that are valid at the time of the change remain in force between the newemployer and the workers of the establishment, and their service shall be deemed continuous. For a period of six months, both the old and new employers are jointly liablefor the discharge of any obligations resulting from contracts of employment during the period preceding the change; after six months, the new employer bears soleresponsibility for this liability.

p y Employment contracts are registered with the Ministry of Labor, and these are always printed in both Arabic and English. The Arabic version of anydocument will take precedence in legal proceedings.

Mercer M&A Around the World

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8.

Popular resources


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Mercer M&A Around the World

9
mailto:[email protected]://www.mercer.com/severancearoundworldhttp://www.mercer.com/wefhttp://www.imercer.com/wbeghttp://www.imercer.com/gcprhttp://www.mercer.com/bpaw


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9.

Global contact information

For further information or to request presentation slides or training on M&A HR Issues Around the World

(www.mercer.com/maaw),please contact our regional/country M&A engagement managers:

Americas:Gareth Williams, Chicago, US([email protected])Corinne Carlson, Chicago, US([email protected])

Asia Pacific:Michael Hill, Melbourne, Australia([email protected])Phil Shirley, Hong Kong([email protected])

Western Europe:Stuart Benson, Manchester, UK([email protected])Konrad Deiters, Munich, Germany([email protected])

Eastern Europe, Middle East:Peter Baynham, London, UK([email protected])

Argentina

Australia

Austria

Belgium

Brazil

Mexico

Netherlands

New Zealand

Norway

Philippines
http://www.mercer.com/maawmailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]://www.mercer.com/maaw


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Brazil

Canada

Chile

China

Colombia

Czech Republic

Denmark

Finland

France

Germany

Greece

Hong Kong

Hungary

India

Indonesia

IrelandIsrael

Italy

Japan

Malaysia

Philippines

Poland

Portugal

Puerto Rico

Russia

Singapore

Slovakia

Slovenia

South Africa

South Korea

Spain

Sweden

Switzerland

Taiwan

Thailand

TurkeyUnited Kingdom

United States of America

Venezuela

For further information, contactyour local Mercer office orthe firms headquarters:

1166 Avenue of the AmericasNew York, NY 10036+1 212 345 7000

Or visit our website:www.mercer.com

ma hr issues around the world

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