SVA Quarterly

After the merger: insights from not-for-profit leaders

Learn from the experiences of five not-for-profit leaders who have made the journey through a merger in the social sector.

  • SVA Quarterly
  • Collaboration , Strategy
After the merger: insights from not-for-profit leaders
Summary
  • Five leaders from the disability, aged care, community services, and justice and legal sectors share their reflections on what worked in their mergers and what they could have done differently.
  • All agreed on the importance of a clear vision to create clarity and a compass through the decision-making as well as developing principles to guide you.
  • It is important to create a unifying culture, to create shared experiences and to involve and appoint the right leadership early to plan and own the merger.
  • Mergers are expensive and take time; so ensure that you have sufficient resources and the right skills and experience both internally and externally to navigate what can seem like unchartered waters.

Five board members and CEOs share advice on going through a not-for-profit merger, based on their own experience. With insights from smaller to larger organisations, from recent experiences to longer term hindsight: these are their five recommendations:

  1. Define your true north and don’t waiver
  2. Excite and unite your people
  3. Appoint the board and leadership early
  4. Be prepared to invest
  5. Get the right support.

1. Define your true north and don’t waiver

Importance of your strategic rationale

A clear vision for the merger creates clarity, unity, and provides a compass through tough decision-making.

“Define your true north and then have the courage not to waiver from it,” says Charles Moore, CEO of the newly merged organisation, BaptistCare, the result of a merger of not-for-profit providers BaptistCare NSW and ACT, Baptcare Vic and Tas, and Baptist Care SA. BaptistCare is now one of the largest not-for-profit aged care providers in Australia with a revenue of around $1.2b.

“We started with a clear vision and strategy on what the organisation wanted to be and achieve, which was shared by the boards and leadership teams,” says Moore. “We then built the aspirations and the business case around those key elements. So, by Day One [of the merged entity], we had a unified place to start from. We were able to hit the ground running.”

Charles Moore, BaptistCare CEO

For more on clarifying your strategic rationale and objectives for a merger, as part of the first step in the merger journey, see our recent articles ‘The four questions to ask when considering a merger’ and ‘A how-to guide for NFP mergers’.

Shared principles to guide you

Candice Charles, Aruma’s Chair

Candice Charles, former Chair of Aruma, a 2018 merger of the Tipping Foundation and House with No Steps, has a similar view. During the merger exploration phase, SVA supported both boards to align on shared merger principles. Charles shares how these were critical to guiding decisions and managing challenging discussions throughout their merger journey.

“We agreed a set of clear principles at the start. Whenever challenges came up, we asked ourselves: which of the options was most aligned with the principles we had agreed?

“For us, one principle was that this would be a merger of equals. And what that meant was 50/50 board representation and a clear process for selecting CEO, Chair and Deputy Chair that ensured the leadership came from both organisations.”

Paul Ashby, Board member of merging community transport organisations, Community Connect Transport (CCT) and Stryder (both based in Sydney’s north shore) emphasises the importance of getting full buy-in from both Boards on the true north for the merger.

 “The Boards need to come to the same conclusions on the substantive strategic drivers for the merger and independently resolve to take the next steps. Then, as you get into the nitty gritty, it doesn’t look like one party is putting pressure on the other. The context and rationale for the merger has already been agreed.”

2. Excite and unite your people

People, people, people. All five leaders agreed: no merger is successful without people standing behind it. How did they get their people excited and united?

Define a unifying culture

The complex merger of 24 organisations to form Uniting Vic.Tas in 2017, created one of the largest providers of community services in Victoria and Tasmania at the time – with a revenue of approximately $250m.

Bronwyn Pike was appointed the Chair of the merged organisation, becoming CEO three years later.

“They [the people] are definitely the critical success factor right from the beginning,” says Pike.  “When people think of mergers they think ‘restructure, chopping and cutting’. But it’s actually the culture and values [of the merged organisation], and effectively communicating them,that is important.”

Pike reflects: “You need assurance for staff. For us that meant 4,000 people. We had a lot of meetings, a lot of roadshows to get people together.”

“We got into branding and values about 12 months in, but we should have done it as one of the first things.”

Bronwyn Pike, Chair then CEO of Uniting Vic.Tas

According to Pike, Uniting Vic.Tas’ new branding became a unifying process that enabled people to envision what the new organisation would stand for, and the impact it would create.

“Some people think it’s superficial, but you can actually use it [branding] really effectively.”

Create shared experiences

Pike also describes how for Uniting Vic.Tas it was not only the definition of the future culture that helped bring people together; it was the extensive consultation with people across the organisation in defining the culture that created a sense of ownership and unity.

Having this shared goal was incredibly effective in uniting people, according to Pike. She observed the same effect when the newly joined Uniting Vic.Tas went through organisation-wide accreditation. “This became a rallying point,” reflects Pike.

Equally important was creating a uniform work experience: getting everyone onto the same email system, opening their desktop to the same brand, and creating similar work environments, explains Pike.

“We inherited a massive disparity in working conditions. Some people had nice office blocks, and others were in the back of a hall. We developed some standards so that we had some uniformity.”

“Also, you can be more strategic in bringing office space together, for example, bringing two to three agencies together in a shared space. This helps to build culture.”

Be open and transparent

Paul Ashby, Board member, Community Connect Transport and Stryder

Paul Ashby brings decades of executive experience in the for-profit sector and has found that change management can be more challenging in not-for-profit mergers.

“People are at the core of what organisations do in the not-for-profit sector,” says Ashby. “This is why a clear communications plan was so important to what we did during the early stages,” says Ashby.

“We communicated about the merger broadly, even when we were in the exploratory phase, using our strategic rationale as the basis. Essentially, our narrative was that doing nothing wasn’t an option, because both organisations faced risks around their financial sustainability.

“Leaders and Board members agreed to shared talking points for conversations with staff,” which Ashby noted became “succinct 3-4 PowerPoint pages that always anchored back to the strategic rationale”.

“You need consistent and open communications, not only with staff, but also with stakeholders and clients throughout the process.”

Point to the possible

In 2015, three community legal centres (CLCs) in western Melbourne merged to create WEstjustice. Denis Nelthorpe, former CEO of WEstjustice, had previously been general manager of two of these CLCs: Wyndham Legal Service and Footscray Community Legal Centre.

Nelthorpe explains how he redirected people from mourning what may be lost to getting excited about the future. “People want to do work that creates impact. I say name one or two things that you would love to do but you’ve always been constrained by the boundaries of your existing organisation.”

“If a merger helps you create more interesting jobs, which it should, then it creates opportunities for staff. You need leaders who can see opportunity over the risks and downside.” 

Denis Nelthorpe, CEO of WEstjustice

3. Appoint the board and leadership early

Ensure the best leadership

Candice Charles learnt that integrating systems and integrating operations are all very important. But none of that is going to go well if you don’t have the right leadership group.

“You need to focus on getting the best leadership team you can,” says Charles. “That means getting rid of the egos. If you find yourself negotiating who’s on the Board, before you’ve worked out why you’re doing it, you need to walk away.”  

Denis Nelthorpe also emphasises the importance of putting aside egos to focus on impact, even though “people want to protect their patch.” For the three CLCs that formed WEstjustice, this merger represented a shift from focussing on geographical boundaries, towards the needs of client cohorts. “The centres that merged in the west [to form WEstjustice] quickly began having a huge impact on the community,” Nelthorpe shares.

Involve and appoint early

All five leaders reflected on the timing of appointing the leadership and new board to plan and own the merger.

Ashby at CCT and Stryder shares: “We merged the Boards early in the process and this was successful. We thought that keeping the original Boards throughout the process would bring too much risk of misalignment. So, we had four Board members from each organisation.”

At Aruma, the two Boards appointed a sub-committee to oversee the merger. “It was almost like a new board forming,” says Charles. “It was important for relationship building and connection.”

Pike, from Uniting Vic.Tas, reflects, “They should have appointed the Board earlier and spent more Board and CEO time chunking up the work and planning the rollout of merger activities. They waited too long. The risky time was when leadership of those organisations began to move on.”

Commit to a process to reduce anxiety

Moore at BaptistCare stresses the importance of investing in a robust, independent process for selection of key leadershiproles. “We recognised that we had great people and didn’t need to go externally. We made sure the process was well understood, and we honoured that process. Independence was important to remove bias.”

“Because the same robust process was replicated for the CEO and leadership team, people had confidence in it. Yes, initially there was some upset, as expected, but that dissipated.

“There will always be elevated levels of anxiety and uncertainty, but there are no negative emotions about the process now. So, we have been able to have stability through what is a period of uncertainty.” 

Pike experienced the challenge of merging over 20 organisations with Uniting Vic.Tas. “You’ve got over 20 CEOs and Boards that were all sacked on the same day. The first thing the inaugural CEO did was provide a 12-month guarantee of a job.

“Keeping leadership in place was really important; most people were pretty appreciative of that.”

4. Be prepared to invest

Allocate sufficient internal resources

It’s crucial to have adequate time and/or finances to execute all stages of a merger: from idea to implementation. Not having the financial resourcesto undertake key processes, including due diligence and post-merger integration, can be a merger’s downfall.

With his experience in the for-profit sector, Ashby from CCT and Stryder, highlights the big difference in merger resourcing between the for-profit and not-for-profit sector: not-for-profit mergers are almost always self-funded.

Ashby says, “be prepared to allocate sufficient financial and human resources once the process is underway.” 

For CCT and Stryder,joint funding of the business case and due diligence was agreed by the Boards upfront. “It is not a cheap process for a small organisation, and therefore the financial aspect needed to be ironed out early. Even though parts of the work process skewed to one organisation or the other, we made it 50:50.”

This can also help build trust and engagement in the merger journey.

“We invested in a rigorous business case and due diligence report. Some felt it could be quick and short because we knew a lot about each other and felt like there weren’t any skeletons. But being rigorous is key to success; what SVA produced here was critical.” 

Ashby recommends focusing on a balanced, fit for purpose, merger agreement. “For small-sized organisations with limited resourcing, the last thing you need is a complex 200-300 page merger agreement. It was important to provide a clear roadmap for the deal that wasn’t too legalistic and long. We did rely on goodwill as not every single thing was documented.” 

Appreciate the time it takes

Ashby also shares: “In the corporate sector the merger process often gets rammed through. This is really hard to do in the not-for-profit sector. [For us] there were gaps where people wanted to take a breath. The process took six months longer than we’d hoped.” 

Charles from Aruma shared a similar insight: “Because not-for-profit mergers have to be self-funded, it limits the pace of change. It can take longer because you don’t have the capital to invest.”  

Often the leadership team has insufficient time dedicated to merger activities or the load is not shared equally across the leadership team with the bulk of it on too few shoulders.

Moore from BaptistCare, which is in the process of merger integration, emphasises the importance of a dedicated team, separate to business as usual (BAU), that remain focused on the merger.

“We have a transformation team and consultants that are dedicated to driving the merger forward, while [others are] maintaining BAU and quality service delivery.”

5. Get the right support

Acknowledge your gaps

Lack of experience in managing mergers within not-for-profit leadership teams is often a common obstacle, alongside lack of capacity to navigate the unknown complexities of a merger.

The CCT and Stryder Boards had created a working committee, which Ashby says, had for-profit M&A experience and knew what legal documentation was required.

“But we weren’t familiar with the differences for not-for-profits. It helped to have a legal advisor who was experienced in the not-for-profit sector. We had joint funding for the legal advisor and legal workstream.”

Ashby stresses: “Ensure there arecompetent people with the background and skillsfrom both organisations with enough time and dedication for oversight to be the advisor contact, and to report to the Board.”

Seek advice early

Pike also notes the value of engaging experienced external supports to guide you through a merger. Although there’s only a small pool of advisors with this experience in the not-for-profit sector, it can be invaluable.

“Integration specialists always felt very theoretical for me. But it’s important to connect to the people that have been through the merger process before,” says Pike.

Candice Charles at Aruma highlights the importance ofquality, independent support.

“You do need an independent person who has the experience, intellect and emotional intelligence to hold you to account and who can help work out the ground rules.

“Whether it’s a merger of equals or a takeover, an independent person can help give you the clarity.” 

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