Board paper for the proposed

Mer ger of Kandy Apparel LTD

&
Ruhunu Construction Ltd

Prepared by:
Inoka Weerasekara
K22MG008 Phone: (07) 79750605
MBAIB11002 Fax: (081) 2389500
University of West of Scotland Email: inokaweerasekara@gmail.com
BOARD PAPER

To : The Board of Directors

From : Head of Human Resources & Adminis tration
Date : 25th February 2022
Subject: Analysis of impacts of the planned merger of a clothing company &a Construction Company

Executive Summary
A clothing manufacturing company - Kandy Apparel LTD, based in Kandy is considering a merger with
a construction and heavy haulage company - Ruhunu Construction Ltd, based in Galle. This Bard
paper discusses the concerns that may arise throughout the transition period.

Main Considerations
This Board paper consists of five main areas of discussions.

Segment 1
Critical behaviors individual and group dynamics, Conflict management and communication within the
merged group.

Segment 2
Analysis of the importance of Emotional Intelligence when digitalization of the merged organization is
to be undertaken

Segment 3
Leadership theories that are relevant to the integration process of the merged organization and
criticisms of them

Segment 4
Change of organization cultures in modern context with implementation of Work from home (WFH)
concept

Segment 5
How team work can impact the success of the merged company under highly volatile situations in the
country.

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Introduction

Kandy Apparel LTD (KAL) is one of the major export garment manufacturer based in Kandy and
Ruhunu Construction Ltd (RCL) is a leading construction company based in Galle. These two entities
consider for a merger anticipating a higher value for their shareholding and long term sustainability.
As these companies and specialized in different business segments and different markets their
synergies can be increased when combined and also any individual losses or contingencies can be
mitigated in group level as a merged company. This merged company requires new set of people to
be recruited from both individual companies or may need to recruit newly. In a Merger or any business
re-structuring, the most important factor to be considered is the Human resource. Their response to
the new change should be managed properly.

Advantages and Disadvantages of Mergers :

Advantages Disadvantages
Economies of scale due to mass production & Struggle in combining different sectors
efficiencies
Increased Shareholder value due to synergies Less choice for customers & less competition
in
Goodwill the market
Organizational Cultural clashes
Minimiz e d costs &losses at group level Job losses

Segment 1:
Critical behaviors- individual and group dynamics, Conflict management and communication.

1.1 Individual Behavior

Setting up of a new team of people to the merged company should be done based on the individual
profiling of those employees considering their characters, behavior & their traits.
Figure 1 below shows how we can use DISC profiling model to identify individuals and suitable people
for different positions.

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Figure 1 – Disc profile model (originally proposed by William Moulton Mars ton)

Normally Dominant profiles are confident and focused on end result but social aspect is lacking. But
they prefer change. Influential personalities are good at persuading people, motivated and adopt to
change. Personalities with Steadiness emphasize corporation sincerity where as Conscientious
profiles emphasize competency, quality, accuracy and expertise.
In the current scenario, since two different industries are merging, profiles with characteristics like
adopting to change world be suitable to assign to the merged company.

1.2 Group Dynamics

Group dynamics analyses behavioral patterns and attitudes of a group of members. This also s hows
the powers within a group.
In current Merger since the employees from two different industries are joining together and build up a
new team, the stages of group development should be managed properly.

Forming – Open Communication among new employees, getting to know the team, Guidance &
Direction by the new CEO/ Managing Director
Storming – Conflicts may aris e due to difference in points of view of different industrial backgrounds,
Power struggles may arise, Head of departments need to provide feedback, and encourage
brainstorming
No rming – Finalizing of Clear Roles & responsibilities among employees and agreement among
members, Show respect and Support to each other.
Performing –Delegation of duties among employees, Focus on objectives, evaluation of performance
of employees by the heads and celebrate their achievements.

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 Figure 2 - Bruce Tuckman’s model of team development

Importance of Group Dynamism:

 The Group influences the members’ thinking and therefore the new
group of employees can be guided towards the goal of the merged
company with the leading of CEO/MD.
 Group synergies can be created by combination of ideas &
knowledge of Clothing manufacturing industry experts and
Construction experts.
 Enhanced team spirit among employees, hence increase
productivity.
 Enhances emotional attachment among employees and minimize
labor turnover.

Figure 3

1.3 Conflict Management

With the setting up of a new company by merging two different companies, Conflicts are inevitable.
Even though conflicts are productive as long as they generate new ideas and challenge new visions,
conflicts should be managed properly. Thomas-Kilmann emphasized two aspects to consider in his
model for conflict management - Assertiveness and cooperativeness.

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 Figure 4: Thomas- Kilmann’s Conflict Management model

With the identification of DISC profiles, the allocation of new designations has already been decided.
These conflict management strategies need to be aligned considering the DISC profiles too.

These conflicts may arise mainly due to the fact that these combined group’s employees are coming
from different fields of experience and ideas. Therefore initially these conflicts might tend to be
competing during the setting up stage of the company. Eventually these conflicts would convert to
compromising level because employees start respecting each other and support other’s objectives.
Later on when all the employees are conformed to the new organization’s procedures they would
focus on company’s overall objectives rather than individual goals. Hence conflict management
strategy would turn to be collaborating as they are concerned about others. These strategies are
situational.

1.4 Organizational Communication.

Communication plays an important role in establishing teams and getting the best outcome of their
contribution. Proper communication will avoid conflicts and misunderstandings among members.
Since these new employees are from different backgrounds, proper communication is a critical factor
in setting up teams. Communication can be done in two ways top-down & Bottom up. Top
management should convey their strategies to their subordinates initially, that is top-down
communication.
When the team keeps performing, they can communicate their ideas & problems to senior
management which is bottom- up communication.

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Communication can be done via Meetings , one-on-one interactions and other effective channels-like
email, voice calls, Video conferencing and via modern social media. These days with the current
covid-19 pandemic situation most of the companies moved away from physical connecting work
places to remote work places; such as work from option, where communication means got developed
immensely. Thereby considering the current merger proper communications channels should be
designed to effectively convey ideas and plans among new teams. New reporting lines and
organization’s hierarchy should be designed and informed properly to peers

Figure 5- Communication flow

Segment 2:
Analysis of the importance of Emotional Intelligence when digitalization of the merged
organization is to be undertaken

Emotional intelligence is one’s ability to identify and controls his/her emotions and ability to identify
and control others’ emotions as well. During the planned merger employees of both the clothing
company & Construction Company would face lot of changes in their routine work life. Some
employees would be affected from this change if they find it difficult to move from their current comfort
zone and getting adjusted to the new situation. Some employees would have to shift from their current
work place and join to the merged team and they would have to leave their peers as well as the
comfort zone. This would lead employees to fear and stress unless they are guided and motivated
towards the objectives of the merger. Employees cannot grow without moving away from comfort
zone.

The leaders, who are heading the merger, need to critically identify the emotions of the employees
and make rational decisions. Some employees may act aggressively against the merger and might
lead to conflicts. Therefore these emotions &decisions need to be clearly identified.

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 Figure 6- Emotional Intelligence

These emotions may vary according to the organizational cultures of two companies. Kandy Apparel
LTD (KAL) is based in Kandy and the apparel industry itself is people oriented. Lot of human resource
factor is utilized in their processes. Hence their culture is friendly and collaborative. Ruhunu
Construction Ltd (RCL) is more machinery oriented. It has a dynamic, result oriented, entrepreneurial
culture. Some cultures are reluctant to express emotions where as some encourage expression of
emotions.
These differentiating cultures can determine emotion type and depth of the experienced emotions of
employees. The leaders/managers play a vital role in shaping a culture in the merged company based
on the studies of the emotions of the combined team members.

Digitalization is the process of restructuring organizations’ set up & processes by combining new
advanced technologies and computerized systems based on the Internet. This could even be by
means of shifting the organization’s boundaries from physical existence to digital platforms. Flexible
work arrangements and mobile work place concepts are consequences of Digitalization. Digitalization
would enable companies to maximize their resource utilization, reduce costs and enhance employees’
efficiency.
In this scenario of merging two different companies with two different cultures, leaders have to
consider the ability of these merged employees to grab the change of digitalization. Obviously there
would be clashes and reluctance from employees who fear change. Leaders have to motivate them,
mentor and guide them toward the expected change. If they expect to establish a particular culture in
the merged company, Leaders-CEO & other managers are responsible to align the employees toward
the desired change

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Change Management:.

Figure 7 -The Prosci 3-Phase Process

1. Prepare Approach:
When we implement the Change of Digitalization first we need to prepare the change management
approach defining our goal, the impact on employees by differentiating their job roles and the ways of
achieving them.
2. Manage Change
This phase is where managers develop plans and implement the change process and analyze the
required adjustments. Enabling Individuals and whole team to adopt the expected change is the aim
in this stage. Managers need to monitor the emotions & responses of their co-workers and should not
try to control their emotions but support them.
3. Sustain Outcome
During this phase we have to review & analyze whether the desired outcome has achieved.
Continuous monitoring and facilitation is needed to sustain the implemented change in the long run.

Segment 3 –
Leadership theories that are relevant to the integration process of the merged organization
and criticisms of them

In order to make the merging process a success, the subordinates should be guided properly for
which a visionary leadership is requires. We can use below Leadership theories to lead the merged
team.

Image 1

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 3.1 – Trait Theory of Leadership
This theory is depicted from Great Man theory and presumes that leaders are born with qualities/traits
which make them ideal for the leadership than others who does not inherent those traits. This theory
emphasizes some qualities such as intelligence, self confidence, responsibility & the desire to lead,
which make them outshine as leaders. These qualities are not solely defined leaders but prerequisites
to identify suitable personalities for leadership.
In the process of merging two different companies in different industries, there involve several
struggles from the inception itself. Therefore it requires a great leadership to head these teams of two
different dimensions and guide them towards the ultimate objective. This theory would give insight on
understanding who is a “leader” in the process of leadership.

Criticisms of trait theory:

 This model sometimes emphasizes some physical traits like weight, height and outlooks to
recognize a leader. It might be suitable for certain scenarios where as in an organization
these are not traits to be a leader.
 There are disagreements on the statement that traits are important to be a leader where as
some consider leaders are built through experiences and acquiring knowledge too.
 This theory is complex and based on judgments to identify who is considered as a successful
ora good leader.
 Leadership traits which are suitable for a particular industry / trade would not be relevant to
another field. As in the scenario of merging two different companies, the leadership traits
identified in a successful leader in an apparel industry would be differed from which of a
construction sector leader.

3.2 - McGregor’s Theory X and Theory Y

This theory was founded by Douglas McG regor, a management professor, and he emphasized that a
manager’s / leader’s attitude has an impact on employees’ motivation. He introduced two different
theories as theory X & theory Y on how managers address employees’ motivation.

Figure 7- Theory X &Y

Page | 10
 Theory "X" Theory "Y"
Attempt to avoid work as they They naturally like to work
inherently dislike to work
Need supervision or guidance Self directed, committed and
creative to meet their tasks
Self-centered hence must be Seek responsibility
closely controlled & pressurized
Most of them are unintelligent & Productivity & quality is focused if
have a less ability for problem rewards are at the level of self-
solving fulfillment

Resistance to change Embrace change & adopting to it

This theory is a good conductor to management to enforce practices based on the human behavior.
These observations are common in many places hence its applicability is realistic. During the merger
in consideration, based on the motivation level of the employees in the combined company, they can
be categorized under above theories and decide on the management of the human resource.

Criticisms of theory X &Y:

 This is a too simplified way of categorizing employees simply based on assumed patterns.
People might not fall any of these extreme ends but might fall in between.

 Some employees might change over external factors such as perks and benefits; hence they
will eventually get motivated and change from theory X to theory Y.

 Doing the job itself won’t motivate employees but leaders/ managers have to make them
motivated to do the job.

 Even though theory Y people are motivated and take responsibilities, they will also have to
work within frameworks and limitations.

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3.3 Situational Leadership Theory

This theory assumes that the most successful leadership style changes depending on the situation.
An effective leader must be able to cope up with any conditions adapting his style and manage the
situation successfully.

Figure 8 – Situational Leadership

This enables leaders to develop employees’ skills according to the situation and requirements. If any
behavioral change is required leaders can effectively drive the change.
During the merger, there is a high probability that the employees will react negatively or the merging
process would become a failure. The ideal leadership should be capable of identifying the nature of
situation, the expected outcomes from employees, their skills and ultimately directing the team
towards objectives amidst of any situation.

Criticisms of Situational leadership:

 This does not concern about the impact of leadership on subordinates

 This does not depict the applicability of the leadership style, i.e. whe ther the leadership style
should be applied to the development level of whole group or to the level of individual
employees.
 It does not consider how demographic/ statistical features such as age, education,
experiences and gender affect on the leadership – subordinate relationship

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Segment 4 –
Change of organization cultures in modern context with implementation of Work from home
(WFH) concept

With the current global pandemic, the traditional methods of attending to work have seen drastic
changes within a short period of time. Many of the knowledge based workforce has adapted this
change all around the world and have resulted in unprecedented re s ults that was once thought was
traditionally perceived unattainable by remote working practices coupled with technological advances.

The organizational culture of Sri Lanka too has seen this change as many of the employees are now
working from home due to the COVID cris is . Especially employees of IT sector have been
attending
their duties remotely throughout the period of pandemic and are continuing. This change is culture
has brought about both advantages and disadvantages individually and organizational wis e.
In the scenario of merging two different companies of different sectors and based in two geographical
areas, working remotely from each other, it would be more or less the same for them to work from
home. Since they are anyway located away from each others, the merged group employees still can
get connected virtually. They should be equipped with required facilities to get connected but still they
can carry on duties working from home.

Image – 2

Advantages of Working from Ho me Disadvantages of Working from Ho me

Long distance travel to work can be avoided May have to use personal resources

Flexibility in work arrangements Work life balance will be affected

Cost saving advantages Not all task can be performed virtually

Improved employee retention Less interaction with colleagues

Familiar environment Technical issues

The following cultural theories can be used to get a deeper analysis of above advantages and
disadvantages;

Page | 13
4.1 - Hofs tede cultural dimension

Dimension Implication
Individualism and 1. The workers who enjoy working individually without much interactions
collectivism will find the WFH option more attractive bringing about more productivity.
2. Workers who value collectivism will be discouraged and unproductive
given their work environment feels isolated.

Masculinity and 1. Employees who value competition, recognition and appreciation

Femininity physically will be discouraged and lost in productivity
2. Employees who value a more balanced quality of life, i.e being with the
family while attending to work would be at more advantage.

Uncertainty avoidance 1. Employees that are not willing to take ris k by exploring new
technological advancements or unfamiliar with it, will face more difficulties
in adjusting to the concept of work from home
2. Employees that thrive on innovation and ris k taking attitude will be more
productive in achieving organizational goals in much more innovative
manner than planned.

Power Distance 1. Some organizations are more hierarchical in nature where the lower
level employees are subject to strict schedules. Through working from
home, they may feel undue pres s ure to be present/keep time charts which
are avoided when travelling to work
2. Organization cultures with flexible hierarchies and equal distribution of
power will be more motivated under working from home because they are
expected to achieve the result without strict monitoring

Figure 9 - Hofstede cultural dimension

Page | 14
4.2 - Cultural Iceberg Theory

Developed by Edward T. Hall in 1976, this theory states that the invisible organizational culture runs
more deep than the visible organizational culture. Aspects like dres s code, general work setting,
systems and procedures form the visible culture and s hared values, beliefs, attitudes and competition
etc. forms the invisible part of the organizational culture.

During times of remote working or working from home, the visible culture has been drastically
changed where for example the dres s code or the general environment of work is not related to the
end result. The invisible culture similarly has changed given the current trend of working from home.

Figure 10 - Cultural Iceberg Theory (1976, Edward T Hall)

Visible Culture Invisible culture

Dress code, general environment are negligible Shared values among colleagues may seem
for getting the work done distance as there is limited physical interaction.

traditional system of working to a definite time has Competition will be less as everyone will
be
well
beenas continuous
changed, work in
resulting much more flexible as they
arrangements don’ton
focused have an audience
achieving to besince
their goals recognized
they feel
which will affect the organizational goals.

It is inevitable that the organization cultures keep changing to adapt to changes in surroundings in
order to survive in the industry. However as such a change is brought about from working from home,
the advantages of this much be encouraged and more re warded to achieve the maximum benefit
while aligning the organizational goals and objectives. Minimizing the disadvantages or finding
innovative solutions to overcome the disadvantages in a manner that can be productive to an
organization mission and vision should also be sought out.

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Segment 5 –

How team work can impact the success of the merged company under highly volatile
situations in the country.

Today’s word is rapidly changing and identified as VUCA (late 1990) – Volatile, Uncertain, Complex
and Ambiguous. Due to these factors it is very difficult to predict the future variables accurately.
Currently the whole world is affected by Covid-19 pandemic and especially Sri Lankan economic
indicators have drastically decreased due to the changes of these factors. VUCA motivates
organizations to develop solutions to get adapted in this fast paced digitalized word and learn survival.

Figure 11 - VUCA model in strategic management

VOLATILITY -
This re fe rs to the fact that being subjected to rapid changes - Market price movements, fluctuations
in
economic indicators & movement in trends etc. whether this volatility is big or small organizations
should be ready to face it.

UNCERTAINTY –
This is the difficulty of anticipating outcomes accurately. Forecasting using past data would become
inaccurate or even Investment appraisals or other predictions would go wrong due to uncertainty.

COMPLEXITY -
This is the difficulty of understanding the problems, consequence and the interconnectedness of
scenarios clearly. Identifying the correct solution is very difficult.

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AMB IG UITY –
This is the difficulty of defining things clearly and accurately. The possibility for mistakes is very high.
For a Country or an organization to be successful in such uncertain volatile circumstances,
contingency planning is very crucial. Having pre-defined action plans in place to face such
unpredictable situations, will make organizations or countries sustain in the long run. Developing
countries like Sri Lanka need to have proper plans to face such situations which challenge their
survival.

Solution for these VUCA is having a Vision, Understanding, and Clarity & Agility in order to overcome
the difficulties. The MD/CEO/ leaders of the Merge d Company should be visionary with where the
company should be heading to. They should also have a good understanding of the situation and
clarity on their plans. Agility is also important so that they leaders can guide members to move quickly
and easily towards targets and even from situations where failures occurs, they should be capable of
moving away and find alternative methods to achieve goals.

Team Work
A “Team” is a set of individuals working towards achieving a common goal.
A team’s effectiveness is measured by the achievement of goals as a team. In developing a team,
they go through several stages. There are main frameworks used for development Teams.

5.1 - Bruce Tuckman's 1965 Team-Development Model

Tuckman explains four stages of Team development known as: Forming, Storming, Norming, and
Performing.

1. Forming
This is the initial stage of setting up the team. Team structure and team members are decided
and
group leader is sought for guidance. Roles &responsibilities are not defined.

2. Storming
This stage occurs when tasks are organized. Internal conflicts occur due to lack of agreement, power,
leadership and other issues in the team structure.

3. No rming
Agreement & peace occur among team members. Roles & responsibilities are agreed upon and
strongly committed.

4. Performing
This stage emphasizes on understanding about team members’ strengths & weaknesses and focus
on achieving goals as a team.

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In the merging company when a new team of employee is appointed, their behavioral changes
throughout the above stages can be monitored and managed accordingly. Leader has to Understand
the nature of each stages and addressing the matters in a way of minimizing conflicts. Thereby a
successful merger can be implemented and the merged company’s objectives can be achieved as
planned too.

5.2 - Jon Katzenbach and Douglas Smith Team Building Model

Their findings we re the factors supporting high performance levels in teams.

High performance teams have..,

 Clear reasons for what they do.
 Harmonizing skill sets among members
 Better ways of working and better practices
 J oint responsibility from all the members for common goals
 Lower stress level as members support each other

Taking above high performance team’s qualities into consideration, the merged company’s leaders
can have a benchmark for building their teams. They can get an idea as to how the new merged
team
should be equipped in order to make them perform successfully and peacefully

Conclusion:.

The consequences and the benefits of the proposed merger of clothing manufacturing company & a
construction company are depicted under each main Section.
Considering the overall analysis the proposed merger is recommended to implement.

Signing of Board Paper

_____________________________ _____________________________
Chief Executive Officer Company Secretary

Prepared by:

Inoka Weerasekara
[Head of HR & Admin]

Page | 18
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