Rank: Forum user
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Scenario is, you've been asked to look in to the H&S aspects for due diligence of a business acquisition, what would you be looking for?
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Rank: Super forum user
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Starting by looking at the policies and processes they have at present, I'd then get cynical and start looking for previous versions and some history of system evolution. I've seen many companies that have shinny current paperwork but nothing historical.
I'd also look at their accident history and claims history to see if the two marry up.
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Rank: Forum user
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That's a big question! I supose it depends on what industry you are refering to? Could a full management systems audit (if one exists) and site inspection give you an idea of the state of this business? Gap analysis then objectives? Search the HSE website for IN / PN prosecutions etc. External audits / consultations from industry experts. HSG65 audit?
good luck
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Rank: Super forum user
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Well you need to look at the H&S system as it exists in the business and whether it is fit for purpose. Look at: • Documentation starring with the Policy statement and looking at organisation and arrangements for H&S and look at their procedure’s • Look at how they manage risk assessment. Take a sample of assessments to see if you think that they are suitable and sufficient • Training systems-are they upto the job-do they create competent staff? • Look at incident reporting- not just RIDDORS but ask if they have a good reporting culture including near misses. See how they deal with incidents-do they close them out? • The culture- are the workers and managers engaged in H&S- is it a topic at management meetings. Is there a H&S committee? Does it meet regularly and who chairs it? If it is chaired by the H&S manager, it probably means that the senior people aren’t really interested in H&S and H&S something for the ‘elf and safety’ guy • Do they have a competent H&S adviser? Are they upto he job, both understanding H&S issues(CMIOSH?) and the way the business works and how to get things done in the business. There are other things but just keep digging. Finally, somebody has to decide whether a) they like the H&S system as it is and they will keep it after the takeover or b) whether it has big holes in it but you can cover those when you take over or c) don’t touch them with barge pole
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Rank: Super forum user
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If I may add to AK's excellent list: What occupational health cover do they have? Have they procedures for regular health surveillance? Is whoever is responsible for occupational health adequately qualified/competent. What incidence of ill health/absenteeism has there been? How is this dealt with? What are the trends? If you can find out, how does this relate to the levels in other similar organisations?
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Rank: Super forum user
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Good replies and to add is all this audited?
Are they one site /multiple site?
- Do they have legacy issues e.g. buildings with ACMs to manage / environmental matters - suppliers procurement - arrangements to manage 3rd parties contractors etc - Business continuity
if they are in good shape ok - if not, what a great challenge for you and your current company to get them there.
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Rank: Super forum user
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Day to day management can be a quick-ish fix if it is perceived to be inadequate.
Historical mis-management of health issues cannot be changed and it is these areas that are potentially significant for any purchasing organisation who will inherit the harm that has been done. Activities that used to be done but have now ceased may have left a legacy of illness/disease.
A complete record of previous EL/PL insurers is essential.
Do not overlook the potential for the company's products to cause harm. A 10 year old faulty product causing harm the day after you take ownership can be very costly.
When I worked for an insurance broker, this was one of the activities that we routinely undertook for our clients (for a nice fee).
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Rank: Super forum user
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One of the issues with occupational health is that, unlike physical accidents, the problems are often chronic. In other words, there may not have been any major health issues to date, but this does not mean that their risk assessments for health issues and health surveillance practices are adequate. There may be health issues accumulating for the future. How you audit this is another question. It may be that for health issues you will need to seek the support of an occupational health practitioner or occupational hygienist competent to evaluate the health management standards in the workplace under investigation. Chris
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Rank: Super forum user
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Remember that Due Diligence is about what could come back to bite the vendor financially or reputation or similar and thus has an impact on the purchase price. As David says that current management issues are generally soluble; they thus have little, in my view, impact on the value of the asset being purchased. Unmanaged asbestos can however be a major issue. As can drums of spare chemicals and pending prosecution and other notices.
If you intend to do one without having been mentored through some previously then I would suggest you think again. There are many pitfalls and an awful lot depends on your competency and experience at undertaking such work.
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Rank: Super forum user
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I agree with Bob and suggest the following additional areas to consider. What significant contracts/partnerships are in place? Is there a sound process for identifying relevant OSH risks before such contracts are signed, i.e. for assessing the soundness of the contractor/partner OSH management practices, as well as those of the main organisation?
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Rank: Super forum user
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The detail regarding this is very much dependent upon the current asset, management systems and resources ( inluding human!) base and obviously the activities of the organisation. For a typical chemical reseach & development site, it may include:-
HSE Management Systems, Staffing, and Organization Loss Prevention (e.g., Process Safety Management and Fire Protection) Occupational Health and Safety Industrial Hygiene Programs Air Emissions Wastewater and Stormwater Discharges Onsite Waste Generation, Treatment and Disposal Groundwater and Soil Contamination Spill and Release Prevention and Response Storage and Transfer Systems Miscellaneous Issues (i.e., PCB’s and Asbestos) Operational Compliance and Regulatory Enforcement Financial Planning for HSE Projects
One has to provide verifiable evidenceand usually a site visit is essential that will include talking with key stakeholders. Environmental aspects can outweigh the health & safety ones!
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Rank: Super forum user
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In it all look for the following key items
Evidence, Evidence and Evidence.
Look for all the relevant records not just a sample to prove anything.
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Rank: Super forum user
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Jay - you beat me to it.
I'm not sure that some of the advise here is contained with due diligence. For example safety, management systems, risk assessments, policy documents, training etc are all things that you would change or manage once the takeover has been completed.
The due diligence stuff is what Jay has indicated, asbestos register, fixed wiring certificates, gas safety checks, legionnaire assessments, waste water requirements, previous EL documentation, land contamination, fire protection, occupation health records, building structure survey, and one important thing is the condition of underground gas pipes (stockline plastics comes to mind) etc...
These are the things that you could find problematic if they have not been carried out prior to takeover.
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Rank: Super forum user
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Historic fines etc. from the various agencies inclusive of the tax and social security people who are more powerful than the HSE, EA etc. and via personal civil claims
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Rank: Forum user
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Thanks for the replies. If it helps anyone further it would be a manufacturing site so the usual people, products, place, equipment etc.
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Rank: Super forum user
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Some have put environmental information into the mix but do keep to the brief ie OHS, others may well be looking at the environmental stuff separately. Check if you are not sure. This is one reason why I do advise having previous experience in assisting previous DD - It is so easy to wander into dead ends, excessive work and stepping on other experts toes. There are many very good environmental lawyers doing such work and they can be very very touchy especially if your legal background does not match theirs.
These things look easy to do but without some background they become time consuming, over verbose and without a business focus.
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Rank: Super forum user
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Toe wrote:Jay - you beat me to it.
I'm not sure that some of the advise here is contained with due diligence. For example safety, management systems, risk assessments, policy documents, training etc are all things that you would change or manage once the takeover has been completed.
The due diligence stuff is what Jay has indicated, asbestos register, fixed wiring certificates, gas safety checks, legionnaire assessments, waste water requirements, previous EL documentation, land contamination, fire protection, occupation health records, building structure survey, and one important thing is the condition of underground gas pipes (stockline plastics comes to mind) etc...
These are the things that you could find problematic if they have not been carried out prior to takeover. We are at the receiving end of due diligence, if you see what I mean, and the bidders have asked for the stuff I mentioned. It depends on what sort of a take-over we are talking about. Some people will want to take it over and run their way using their systems others see themselves simply as investors and expect to new business to run as normal with themselves in the background
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Rank: Super forum user
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On the receiving end is different as you will most certainly be asked for the items you list but note that this will likely be distributed among several people.
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