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Help the Aged raised funds in the UK to help older people all over the world as well as in the UK and Wales and has a large research capability. Age Concern was primarily UK based with a strong emphasis on dealing with UK and Wales policy and running local services. Help the Aged was a UK charity focussing on the most vulnerable older people in societies across the world. Age Concern operated as 4 national independent charities focussing on the contribution of older people to society and the benefits of ageing, whilst supporting vulnerable older people through local delivery by l ocal ACOs. There were no local Help the Aged orgs. Local Age Concerns were not part of the merger. Public confusion In 2008 we agreed there was a need to review where we were as charities and whether being separate was the right way forward. Merger would: avoid duplication reduce competition achieve economies of scale bring together our complementary strengths move from public confusion to a stronger brand
Complexity – 9 charities negotiating with each other with 9 different legal advisors inc 4 Interim Boards 4x Age Concerns 1x HtA 4x ‘new charities’ Defensive attitudes - resistance to change – from some trustees, staff and partners Legal/financial issues (buildings) – Ty John Pathy didn’t transfer –solved through uniting direction. Other premises Charity Commission vesting order Financial issues (funder contracts, reserves levels stretched due to increased turnover and funder delays) Time commitment was much greater than anticipated
Due Diligence to establish: The assets – nature and value The liabilities – nature and value The staff – to enable compliance with TUPE rules The contracts (both as assets and as liabilities) The functions performed But also The powers, objects etc Communications – internal and external to staff, members, partners, funders etc – newsletters, e-mails, meetings
AC Powys formed in 2006 following extensive negotiations with all 3 groups. Brecknock and Radnor closed down independent operations and merged them with AC Powys. Montgomeryshire stayed as an independent charity offering a range of services.
Virtually all done internally Getting it started by joint agreement and trust Staff issues – difficult – strong views and intransigence Due diligence – using Charity Commission guidance Governance – by joint board meetings and agreement Constitution – initially using AC Powys original constitution but agreement to incorporate following completion of merger (merger condition)
One lease transfer - was straightforward (good landlord!) Other contracts (phones, copier, IT support etc) lapsed, were cancelled/revised Financial/banking changes took time and were difficult – mandates, direct debits etc TUPE – ACAS website and external pro bono advice Planned for 1 April 2011 Due diligence and legal matters took longer than anticipated Merged on 1 July 2011.
Two AGMs for 2010/11, two to go for 2011/12 (part year AC Montgomeryshire) - difficulties with membership attendances Different accounting practices led to initial confusion with merged accounts Some accounts that were merged for the 2011/12 accounts have had to be unmerged for legal accuracy. New legal structure (incorporation) not yet undertaken
And as for the future…
Life after merger
L if e A f t e r Me rg e r
A B r ie f B a c k g r o u n d• History• Competition• Collaboration• UK centric or federal structure
Tw o C h a r it ie s o r N e wC h a r it y ? We kept the focus on one question: ‘ W h a t is b e s t f o r d is a d v a n t a g e d o ld e r p e o p le ? ’ We concluded that we could raise more money, do more with it and adapt better to the changing world as a single charity than as two competitors
Is s u e s• Complexity• Defensive attitudes• Legal issues• Financial issues• HR Issues• Time
H o w d id w e d o it ?• Interim Board • Joint staff meetings• Legal Advice • Change training• External due • Location issuesdiligence reports • Communications• Meetings for legaldecisions
S h ir e o r C o u n t y ?Traditionally 3 Shire groups:• Montgomeryshire• Radnorshire• Brecknock
Tw o in t o o n e d o e s n ’ tgo • Funding situation • Trustee recruitment • Unwanted competition • Public confusion
M a k in g M e r g e rHappen• Bringing the boards together• Overcoming staff resistance• Due diligence• Agreeing the governance arrangements• Constitution and legal structure
The P ro c e s s• Transferring leases and contracts• Banking arrangements• TUPE• Timing
L if e S in c e M e r g e r –a lm o s t o n e y e a r o n• Staff conditions harmonised• Two offices retained• Complex annual financial reporting and AGMs• Still some LA confusion• New legal structure not yet in place• Not yet rebranded
L i f e A f t e r M e r g e r – Ye a r 1( 2 0 0 9 -10 )
L i f e A f t e r M e r g e r – Ye a r 1( 2 0 0 9 -10 )• New Board and Chief Executive• Interim 2 year business plan• Interim staff structure• Staff ‘Welcome Pack’ and Induction• Merger public launch and launch to older people• Rationalisation• Local partner offer consultations
L i f e A f t e r M e r g e r – Ye a r2 ( 2 0 10 -11)
L i f e A f t e r M e r g e r – Ye a r 2 ( 2 0 10 -11)• New name and rebranding• Harmonisation of conditions of service• Management and staff development• New Age Cymru Enterprises trading company• ‘Big Ticket’ areas of work• Local partner agreements developed• Marketing and communications
L i f e A f t e r M e r g e r – Ye a r 3 ( 2 0 11-12 )
L i f e A f t e r M e r g e r – Ye a r 3 ( 2 0 11-12 )• RBA based 3 year business plan 2012-15• New income generation team and strategy• First ‘flagship’ service developments and discussions on future ‘flagship’ services• Staff evaluation and structural review• Local partner signup/rebranding• Brand partner arrangements in place• New Age Cymru Retail company