Instructions:
This questionnaire is to be filled in the HR heads of all individual operations of (company name). Consultation with the finance and legal is to be sought for accuracy.
I. Organization
A. Provide current top level executive/management organization charts for all employees earning more than (to be informed) per year in base salary who will remain with the new company after the M&A deal closes.
1. Include Name & Title.
2. Describe any proposed or planned changes to this organization, such as: pending resignations, retirements, new hires, etc.
B. If not included in the above, provide an organization chart for each manufacturing, sales and/or location.
1. Include an org chart showing the highest position at that location and their direct reports.
2. Include Name, Title & total number of full service employees reporting to each individual direct report.
C. Provide an alphabetical listing of all full service employees by location with the following information:
1. Name
2. Employee Number (if applicable)
3. Base Salary; monthly, weekly or hourly rate whichever applies
4. Title or Job Classification
5. Most recent bonus or any other cash incentive. Indicate when paid: annual, monthly, weekly or hourly
6. Date of birth
7. Employment date
D. Temporary Employees
1. Describe the use of Temporary Employees (policy, approval procedures, pay scale, OT, etc.)
2. What is the average number of temporary employees in the operation each month (with break down details for the last three years)?
3. What is average length of tenure?
II. Compensation
A. Salary Administration
Provide a copy of salary administration policy or administration guidelines whichever is applicable.
1. If each division, plant, etc. has a different policy or guideline provide a copy of each.
2. Provide a description of position evaluation system.
3. How do salaried employees Exempt and Salaried Non-exempt get pay increased? If these differ by division or location answer the following questions for each different plan or practice.
a. Any annual across the board/general pay increases? If so, what was the general pay increase for each of the last three years?
b. Merit/performance pay increases? If so, what was the average salary increase for each of the last three years?
c. Are there any other programs whereby salaried employees can increase their base pay? If so, provide a short but complete description for each separate program or practice.
B. Wages Administration
1. Any salaried work force for traditionally hourly paid jobs?
a. If so list the locations where this applies and;
b. Answer questions under 2.a.,b., & c.
2. How do hourly employees get pay increases? If these differ by division or location answer the following questions for each different plan or practice.
a. Annual across the board/general pay increases? If so, what was the general pay increase for each of the last three years?
b. Merit/performance pay increases? If so, what was the average wage increase for each of the last three years?
c. Are there any other programs whereby hourly paid employees can increase their wage rate? If so, provide a short but complete description.
c. For each location where employees are paid by the hour provide a list that includes:
(1) Job Classification
(2) Starting Wage Rate
(3) Maximum Wage Rate
C. Incentive Compensation
1. Management Incentive Compensation
a. Any management incentive compensation plan?
If the answer is no skip to 2.
b. Provide a description of each different plan to include:
(1) Plan document or description
(2) Plan rules
(3) Total annual cost for each of the last three years.
(4) Number of participants for each of the last three years.
2. Sales incentive Compensation
a. Any incentive plan for direct sales employees and/or their managers? If the answer is no and they are paid only a base salary skip to 3.
b. Provide a description of each different plan to include:
(1) Plan document or description
(2) Plan rules
(3) Total annual cost for each of the last three years.
(4) Number of participants for each of the last three years.
3. Hourly Incentive Compensation
a. Any incentive plan for any hourly paid
employees? If the answer is no and they are paid only a base salary skip to D.
b. Individual Piece Rate Incentives
(1) Is the plan and individual piece rate incentive? If the answer is no skip to 3c.
(2) Provide a description of each different plan to include:
(a) Plan document or description
(b) Plan rules
(c) Total annual cost for each of the last three years.
(d) Number of participants for each of the last three years
c. Group Incentives
(1) Is the plan a group incentive? If the answer is no skip to D.
(2) Provide a description of each different plan to include:
(a) Plan document or description
(b) Plan rules
(c) Total annual cost for each of the last three years
(d) Number of participants for each of the last three years
D. Are there any other direct or monetary compensation programs, plans or practices whereby an employee can get paid extra cash not covered in II. A., B, and C. above? If not skip to E.
4. Such as, but not limited to deferred compensation plans, perfect attendance awards, employee suggestion programs. These may be statutory or non statutory plans.
5. Provide a description of each different plan to include:
a. Plan document or description
b. Plan rules
c. Total annual cost for each of the last three years
d. Number of participations for each of the last three years
E. Are there any other plans, programs or practices that provide something of additional value to employees? If not, skip to III.
1. Such as, But not limited to :
a. Private use of company owned automobiles
b. Company paid meals
c. Cash profit sharing plans
d. Private use of any company owned equipment
e. Private use of cellular telephones, pagers or other computer equipment
f. Company paid memberships in health, country, golf, tennis, etc. clubs.
2. Provide a description of each different plan to include:
a. Plan document or description
b. Plan rules
c. Total annual cost for each of the last three years
d. Number of participants for each of the last three years
III. Retirement/Capital Accumulation Plans
A. Any defined benefit pension (DB) plan? If the answer is no, skip to B.
1. Provide a copy of each separate plan document and all amendments.
2. Provide a copy of each separate Trust Agreement
3. Provide a copy of related schedules, including auditor’s report and Summary Annual Report for the last three years.
4. Provide a copy of the most recent Actuarial Report for each plan
B. Any defined contribution (DC) plan? If the answer is no, skip to C. If the answer is yes, for each division/location/ operation:
1. Provide a copy of each separate plan document and all amendments
2. Provide a copy of each separate Trust Agreement
3. Provide a copy of related schedules, including auditor’s report and Summary Annual Report for the last three years.
4. Provide a copy of the most recent Actuarial Report for each plan.
C. List all terminated, merged and/or spun off DB or DC plans that occurred in the last three years, include:
1. DC or DB plan?
2. Terminated, merged or spun off?
3. Reason’s for action taken?
4. Describe any remaining liability
D. Capital Accumulation Plans
Any Capital Accumulation Plans where certain employees can accumulate equity in the company, such as, Employee Stock Purchase Plans, Incentive Stock Options, Stock Appreciation Rights, Non Qualified Stock Options, Restricted Stock Plans, Phantom Stock Plans, etc? If the answer is no skip to IV.
1. For each Plan:
a. List Participants and
b. Current Award Level, i.e., number of shares, current value, etc.
c. Provide a copy of the plan document and/or Board of Directors resolution
d. Provide a copy of any other rules, policies, etc., that govern the administration of the plan.
IV. Health & Welfare Plans
A. Provide the information requested in B. through L. below on each separate Health and Welfare Plan that applies to all employees including but not limited to the following:
1. Medical Insurance
2. Dental Insurance
3. Stop Loss. What are limits?
4. Life Insurance
a. Basic Employee
b. Dependent
c. Supplemental
5. Accidental Death and Dismemberment Insurance
6. Business Travel Accident Insurance
7. Disability Insurance
a. Short Term, Weekly Income, Salary Continuation
b. Long Term
c. Retiree Insurance
B. Provide a copy of all Contracts
C. Provide a copy of all Plan Documents
D. Provide a copy of related schedules for each of the last three years
E. Provide a copy of all auditor’s reports for the last three years
F. Provide a copy of Summary Annual Reports (SAR) for the last three years
G. Provide a copy of total annual claims paid for each of the last three years if self insured
H. Provide a copy of total annual premiums paid for each of the last three years if the plan is fully insured
I. Provide a copy of all documents relating to all post employment/ retiree benefit obligation.
J. Describe the funding status of each plan. How is it funded? Is it in deficit or surplus?
K. Provide a list of contacts for all outside agencies used in connection with the development and administration of Health and Welfare Benefits Plans such as, vendors, attorneys, accountants, auditors, actuaries, brokers, third party administrators, insurers, record keepers, consultants, etc. to include:
1. Name of Organization
2. Function (i.e., attorney, broker, etc.)
3. Name of individual contact
4. Address of organization
5. Telephone, Fax, Email of individual contact.
L. Provide a copy of any other benefit plans, policies or practices (if no documents exist provide a brief but complete description) and last year’s annual cost for such programs as:
1. Education Reimbursement
2. Severance Pay
3. Employee Assistance (Loan) Plan
4. Legal Services
5. Adoption Assistance
6. Wellness Plans
7. Employee Discounts for company products and/or services
8. Any other relevant benefit schemes.
V. Litigation
A. Describe all pending employment related litigation to include the following:
1. Lawsuit or Agency Complaint
2. Description of issue
3. Act under which the claim or law suit is filed
4. Location
5. Date Filed
6. Action to date
7. Status
8. Next likely steps
B. Provide reports of all litigation cases for the last three years.
VI. Employee Relations
A. For each location provide the following:
1. Copy of current labour union (if any) constitution
2. Description of labour union relations over the last three years
3. List of Job Grades, Job Classifications and other relevant information of all committee members.
4. Number of Grievances and Arbitrations for each of the last three calendar years
5. Current grievance and arbitration status. (i.e., number of grievances/arbitrations for movement of people, discipline, overtime, etc.)
B. Provide a copy or all human resource policy manuals for the corporation and all locations (if they have a separate manual).
C. Provide a copy of all severance policies and/or practices if they are not in the human resource policy manuals.
D. Provide a copy of each Employee Handbook for each location
E. Describe plant/operations closings or sales that occurred in the last three years and any remaining liability
VII. Key Executives
A. List all key employees whose annual salary exceeds (to be informed) per year together with the following information:
1. Name
2. Job Title
3. Current annual salary
4. Previous year bonus
5. Date of hire
6. Other cash compensation and description of each
B. Provide a brief biography of each of the top 20 people who will remain with the company after the closing of the sale.
C. Are there any compensation plans or other perquisites provided to executives that was not included in your answers to II.C., D, and/or E. above describe them and include the names of current participants.
D. Are there any Supplementary Executive Retirement Plans?
1. Provide a copy of each separate plan document and all amendments.
2. Provide a copy of each separate Trust Agreement.
3. Provide a copy of related schedules, including auditor’s report and Summary Annual Report for the last three years.
4. Provide copies of similar required documents for the last three years.
5. Provide a copy of the most recent Actuarial Report for each plan.
6. Provide a copy of any correspondence related to each plan.
VIII. Change of Control
A. Provide a list of all plans or programs that require a payout resulting from a change of control of the company, such as, but not limited to :
Employment Agreements, Vacation Plans, Severance Policies, Perfect Attendance Programs, Capital Accumulation/Stock Plans, etc.
B. For each plan/program/policy provide:
1. A copy of the plan/program/policy
2. Plan/program/policy participants
3. Total payout at change of control
IX. Other information
Provide any other information that may have a significant impact in terms of Human Resources to the operations of the company after the M&A deal.