人事デューデリジェンスは、M&Aにおける人材や労働に関する重要な調査です。
調査項目が抜けていたためにM&Aで失敗しないためにも、チェックリストを用意して情報開示を請求し、詳細を分析する必要があります。
この記事では、人事デューデリジェンスの目的に基づいて必要なチェックリストをまとめました。
チェック項目ごとに考慮すべき事項も解説するので参考にしてください。
人事デューデリジェンスの目的
人事デューデリジェンスは、人事に関連する部分でM&A後に発生するリスクを事前に把握することが目的です。
M&A後に人事制度を統合する際に障壁となる項目を洗い出すことが重要になります。
譲受側と譲渡側では、就業規則や給与規程などの各種規程が異なります。
人事デューデリジェンスでは譲受側と譲渡側の人事制度の統合リスクも考慮し、統合の可否をM&Aのクロージング前に判断するために欠かせません。
また、M&A後の人事PMIの計画策定の基盤になるため、基本合意が取れた時点で人事デューデリジェンスを進めることが大切です。
人事デューデリジェンスのチェックリスト
人事デューデリジェンスは、人事リスクを総合的に判断するために確認すべき項目がたくさんあります。
ここでは人事デューデリジェンスの基本的なチェックリストと、各人事項をまとめたので活用してください。
就業規則
就業規則は、人事だけでなく労務にもかかわる重要な社内規則です。
法令に則った就労条件になっているか、実際の勤務状況と合っているかなどの確認が必要となります。
就業規則の統合も視野に入れて内容を吟味することも欠かせません。
雇用形態・労働契約
雇用形態は従業員ごとに正社員、契約社員、アルバイトといった区分がありますが、個々の労働契約が正しく締結されているかどうかを確認することが重要です。
契約社員やパートタイマーの就業規則も、法令遵守がおこなわれていて現場の実態に合っているかを調査する必要があります。
組織構造
組織構造の統一は、M&A後に人事制度の統合・運用の枠組みを構築するために欠かせません。
その際は、組織や人員配置の状況と職務権限を確認することが必要です。
職務権限規程や稟議規程を確認すると共に、正しく運用されているかをチェックしましょう。
人事評価制度
人事評価制度は、M&A後の統合をする際に大きな問題になります。
評価基準や人事考課の実施実態、賃金の算定方法などを調査することが大切です。
人事評価制度は、従業員のモチベーションに直結するので慎重に吟味して統合可能性を考えなければなりません。
休暇
休暇は有給休暇の付与日数や、取得状況の確認が特にトラブルになりやすいので注意しましょう。
付与日数の算定基準が異なっていて、少なくなる側に合わせると従業員の不満が生じるリスクがあります。
また、年間5日以上の有給休暇の取得をしていない従業員がいないか、法令で定められている産前産後休業や、育児休業の付与、取得状況に問題がないかもチェックすることが必要です。
手当
通勤手当などの法令で定められている手当が正しく支給されていることは、確認しなければならない点です。
また、資格手当や住宅手当などを就業規則で定めている場合があります。
手当のあり方は企業によって異なり、勤勉手当や皆勤手当なども設けられていることがあります。
支給の条件や金額の統合のために調査することが重要です。
賞与・インセンティブ
賞与やインセンティブは、M&A後に従業員のモチベーションに大きな影響があります。
支給額や支給条件を調査して、統合後の仕組みを検討することが必要です。
退職金制度
退職金制度の有無は、従業員が継続して働くモチベーションになります。
退職金制度のあり方が変化すると、従業員のエンゲージメントも変化する可能性があるので調査が必要です。
両社とも退職金制度がない場合には問題になりませんが、制度内容が異なる場合には統合方針を検討しなければなりません。
教育研修
新入社員研修や外部教育などの教育研修は、M&A後にシナジー効果を生み出せる可能性がある部分です。
これまでの取り組み内容と運営の実態を確認しましょう。
従業員が自主的に希望できる教育研修制度がある場合には利用実態も調査します。
採用
採用は、人事デューデリジェンスでも大きなチェックポイントです。
人材募集を始める基準や採用プロセス、内定の意思決定方法などをチェックする必要があります。
過去の応募や採用活動の履歴を確認し、人材獲得ができる企業なのかどうかもチェックすることが重要です。
まとめ
人事デューデリジェンスでは、M&Aを成功させるために確認しなければならない項目がたくさんあります。
見落としがあると人事制度の統合や従業員のモチベーションの維持向上に失敗し、人材流出を招くリスクあるので注意が必要です。
人事デューデリジェンスはここで紹介したチェックリストを土台にして実施し、M&Aを通してシナジー効果を生み出せるようにしましょう。
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