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As
difficult as renovating a house
The blend of cultures is one of the most difficult
stages within merger processes. If it's not carried out with
transparency, it may contribute to the operation's failure.
The need of the corporate world for growing and becoming
each time more global is the reason why giants, such as Daimler
and Chrysler, America On Line and Time Warner, Citicorp and
Travelers, Brazilian Brahma and Antártica, as well
as Santander and Banespa have merged in the last few years.
On the one hand, those incorporations result from apparently
"simple" processes, even though negotiations take
several months, but, on the other hand, there's no way to
deny that "things" become complex in the blend of
cultures. "In spite of the promises that the 'new' company
will have a shared process, the truth is that there will always
be a purchaser and the rules of business will be dictated
by him, very often with an invasive and arrogant attitude",
states administrator Herbert Steinberg, one of the persons
in charge of conducting the cultural changes related to the
acquisition of Banespa by the Spanish Banco Santander. "It's
like invading a country of the Middle Ages and submitting
the local culture to your values and control", he added.
According to him, in nine out of ten incorporated companies
the purchaser's culture, stile and main options prevail, even
if he owns the least well-known brand. "Surviving and
marking territory are part of the human being's essence. That
is to say, the invader always makes it clear who was invaded
by whom", he explains.
That is why the conduction of a cultural change process is
complex. "It's like renovating a house", says the
administrator, reminding that, even if things are planned
very thoroughly, they will never come out exactly in the same
way they have been conceived. And that's logical. The culture
of an organization is represented by a set of beliefs, values
and standards shared by all members and it varies from group
to group. This means that there's no way to speak about equal
cultures within a merger process. That is valid for companies
of any size. "When the blend of culture A and culture
B takes place, a third culture comes up as a result. This
new culture has nothing to do with A or B, despite the fact
it stems from them", Steinberg explains.
Overt Resistance
One of the hardest tasks to accomplish within a cultural
change process is fighting resistance, usually triggered by
the fear of the processes adaptation and of possible staff
reduction. Resistance is a kind of protection, inherent to
humans, when they don't like a proposal or they feel threatened.
However, the North American consultant William Bridges, who
has studied the effects of changes on people's life for more
than thirty years, guarantees that resistance is useless.
"It's necessary to accept changes and get the best out
of them", he affirms.
Resistance appears from the moment when rumors about the merger
come up and it becomes stronger as negotiations flow, reaching
its peak when unknown people (new executives) start walking
by the corridors of the organization. That's why it is very
important that the objectives, changes and commitments of
the "new company" be quickly spread. The longer
this step takes, the stronger resistance will be. If, for
instance, implications include downsizing, this issue should
be defined rapidly. "Expectations make working environment
become unsustainable", warns Bridges.
According to Steinberg, for the merger or purchasing processes
to be successful, they should be preceded, and very well managed,
by comprehensive and transparent communication programs. "The
problem is that nobody disagrees when it is said that communication
and transparency are needed. But the companies do not implement
comprehensive strategies and, thus, they do not communicate
with the groups the way they should", he states.
For justifying, he reminds that the reasons that lead companies
to merge are more market share, strategic complement, competitors'
exclusion and added value to the business. This means that,
if there are not efficient communication programs (quick and
repetitive), people will have less time to perceive the advantages
and too much time to increase resistance.
Global Company... Local Administration
In bicultural environments (merger from two countries), it's
necessary that people learn how to identify the cultural and
individual peculiarities of their foreign colleagues. Otherwise,
there will be conflicts.
One of the most well known cases is Daimler-Chrysler, originated
from the fusion of the companies Daimler-Benz and Chrysler,
in 1998. The executives of both companies ignored the "differences"
and got to see only the "similarities". Soon, the
abyss between them was clear. And in the shape of figures:
the value of the company, estimated in US$ 72 billion by the
time of the merger, went down to US$ 55 billion, four years
later. During the same period, almost 90 thousand people were
dismissed and the loss in 2001 was not higher than US$ 662
million just thanks to the excellent profitability of Mercedes
Benz.
Wisdom
For Steinberg, who worked for North American companies for
several years, it's normal that the purchasing organizations
impose the rules, especially if the "acquired ones"
are from countries with little tradition in the world market.
"The positive aspect is that they can benefit from new
technologies and have access to the capitals more easily.
The negative thing is the lack of perception of the executive
who is sitting in New York and "thinks" that he
can control the new business from there, not knowing how the
market works", he emphasizes.
He states that global investors pay each time more attention
to that reality. "They have started to consider the Brazilian
manager as a healthy solution to the business management in
the country ". And he adds: "It seems to me that
the investor's wisdom consists of having an executive with
a global sense of realization and investments, but who is
essentially local, because that's the only way to understand
the environment and the basic matters, necessary for a better
performance of businesses".
In a new investment, he explains, it's important to control
the businesses, to export know-how and to implement the culture
of the organization from the host country. When the take-off
stage is concluded, it's important to pave the way for having
a local executive in the direction. "Managing projects
and undertakings in different places means managing different
things", he highlights.
Traumatic Processes
Despite all efforts to assure a reasonable level of calmness
for both sides (company and employees), change processes in
an organization, are always traumatic. Clashes of culture
are inevitable and, when it's about the incorporation of a
state-owned company by a private one, those clashes may reach
unpredictable dimensions.
Being a symbol of the State of São Paulo, Banespa's
stock control was acquired by the Spanish Banco Santander
in November 2000. This generated employees' protests. Worse
than the fear of strategy and management changes - many of
which were necessary - was the agony of getting out of the
state control, which meant to them that job stability had
ended, as well as the way they used to do things. It meant
to them that an institution that calls for competitiveness
in every way was taking over.
Soon, on the first few days of new management, Santander imposed
a rhythm and a way of relationship unknown to all Banespa's
professionals. The message was clear: a "new Banespa"
was being created.
Most changes caused surprise, discomfort and indignation.
Worse still: there were too many people in the institution,
and those who were not dismissed had to adapt to a new work
stile.
Individual goals of product sales were set for the employees,
who were demanded to reach them. That type of stimulus to
productivity, considered to be normal in other companies,
was generating discomfort in the just-privatized bank. People,
who didn't sell, were considered like a soccer player who
didn't score the goal everybody was expecting.
High Cholesterol Level
In addition to being a state bank, Banespa had a very peculiar
corporate culture. It had always been a highly politicized
institution, with great representation in the leadership of
the labor unions. This explains their resistance to the privatization.
"Some people were against it because they wanted to keep
the bank the way it used to be. If that had been allowed to
happen, thus we would have sentenced Banespa to collapse,
due to loss of competitiveness. When a bank gets obese, with
a high cholesterol level, stops exercising, and has bad eating
habits, unfortunately it ends up dying. Currently, the bank
is good-looking, fit and sun-tanned", states Steinberg.
In his opinion, the transference of the bank was positive
for the institution, for the country, and for the banking
system. The institution acquired new managerial skills and
investments in technology; the country accounted for foreign
currency and the system recovered a solid bank. "Over
a short period of time people absorbed the desired focus and
turned the bank into a sales machine. It was an extraordinary
leap ", he says.
Fonte: CRA-SP
(Conselho Regional de Administração - São
Paulo)
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