DUE DILIGENCE Checklist: The due diligence checklist is a guide to assisting Chief Executive Officer’s (CEO’s) with the development of a due diligence report. The due diligent report is due at the end of Stage 1 (in readiness for the Governors Orders in stage 2) and Stage 3 (in readiness for the appointment of the Commissioner(s) and commencement of the new entity or the adjusted Local Government). Due diligence requirements: Stage 1 - The due diligence report will outline the current state of Local Governments and will be a primary document for the CEO’s and Council. Ideally, the due diligence process should commence immediately and be finalised by the end of Stage 1 in readiness for the Governors Orders. The due diligence process is fluid with the next iteration of due diligence reporting due June 2015 (Stage 3) in readiness for the appointment of the interim CEO (if applicable), Commissioner(s) and the commencement of the adjusted Local Government or new entity. Stage 3 - It is recommended that a summary document consolidating all the merging partners’ information be developed to provide an updated and collective overview for the interim CEO and Commissioner(s) or existing Council and CEO. The due diligence process can also support the identification and documentation of costs/benefits realised as a result of the reform process and will assist with future cost recovery if applicable. The checklist is a recommendation only and is focused on the Stage 3 requirements which are comprehensive. The checklist can be modified to suit the more high level summary requirements for Stage 1 which aims to reflect the current status of the organisation. Why undertake due diligence? To minimise exposure to risk and interruption to service delivery, critical analysis of the operations of the amalgamating or adjusting Local Governments needs to be undertaken. Merging Local Governments is not dissimilar to corporate mergers and acquisition in the private sector and requires a minimum level of examination. This examination process will ensure that key risks from each organisation and their assessing processes are identified in addition to the potential risks created as a result of the merger/amalgamation. The Key Deliverables outlined below represent the base-line data required by the CEO and Council or the Interim CEO and Commissioner in Stage 3 (lead period into changeover July 2015) and Stage 4 (commencement of new entity). This information is essential to the decision-making process for changeover and the establishment of the new entity. The Due Diligence Key Areas outlined below represent key elements of due diligence that require examination (refer to corresponding Function headings in the Toolkit for further information on how to address the key areas).The Key Areas will provide a body of work that informs the Key Deliverables. This information will guide future decision making in regard to the interim organisation and staffing structure, annual budget, capital works and infrastructure, interim service delivery model, risk and business planning. Due Diligence Checklist | Page 1 KEY DELIVERABLES (DUE END OF STAGE 1 AND STAGE 3) Due Diligence Summary Report for the [insert name of Council]. Task Requirements by end of Stage 3 Actioned Risk Management Plan Development of an overarching risk management plan that outlines key strategic, operational, financial and project risks for the new entity. Assets and Liabilities Strategic Direction A summary of the distribution of assets and asset liabilities from the previous Local Governments. A consolidated summary plan that outlines strategic directions including place management issues. Interim Corporate Business Plan Development of a consolidated Interim Corporate Business Plan including a financial overview with consideration of complex variables such as asset management, major projects and major contractual arrangements (current or proposed). Annual Budget 2015/16 Development of a consolidated annual budget for the new entity including revised forward capital works schedule and Long Term Financial Plan. Operational Plan (Services Plan) An interim operational plan to ensure service provision is maintained to existing / agreed levels of service. Interim Service Delivery Model An interim service delivery model developed to support the operational plan. Includes variations to delivery modes (i.e. centralised / decentralised / outsourced) and revised systems and processes. Interim Organisational and Staffing Structure An interim organisational and staffing structure to support the operational plan and service delivery methodology. Interim Staffing structure to include: Distribution of employees from previous entity Positions within the structure Positions in excess of establishment Pay scales Name of incumbent to be placed into position (if known) Employment status (i.e. permanent full/time or permanent part/time, contract, casual or temporary) Industrial Relations Plan An industrial relations plan which outlines key risks and actions required in line with the Workplace Code of Practice and Guidelines and the Local Government Act. Outlines the proposed industrial framework and the status of the Enterprise Agreement negotiations. Policy and Delegations Register Business Enterprise requirements Preparation of the interim policy and delegations manuals and authorisations for adoption. Annual Report 2014/15 including Financial Statements Preparatory work for the development of the existing entities Annual Report and supporting material and all End Of Year requirements for 2014/15. Cost of Activity Inventory of business entity requirements i.e. registered trading name, ABN, registration for GST, FBT and other tax requirements. Due Diligence Checklist | Page 2 DUE DILIGENCE KEY AREAS: CHANGE MANAGEMENT AND COMMUNICATIONS Change Management Plan including employee engagement strategies Internal Communications Plan External Communications Plan including Media and Social Media Community Consultation Strategy People and Culture Summary Report Action CORPORATE GOVERNANCE Inventory of existing (and impending) leases, licences, agreements, occupancy contracts (excluding employee contracts) with expiry dates, parties to agreement and value of agreement. Inventory of all current and pending legal proceedings and contingent liabilities Risk Strategy including Business Continuity Plan Audit Plan (Internal and External) Inventory and details of major tenders, goods and services contracts Ownership or interest in corporate entities such as not for profits Lists of all controlled entities, joint ventures etc Advisory committees and all existing council forums Community functions organised/sponsored by Council Complaints management processes Policies and Delegation: inventory outlining any significant differences ‘Sister City’ partnerships and supporting strategies Action INTEGRATED PLANNING AND REPORTING Strategic Community Plan – consolidated Plan / process developed to commence consolidation and Integrated Planning and Reporting process for the new entity Interim Corporate Business Plan - consolidated plan to support interim structure, delivery model and service provision Informing Plans – inventory and review of plans Town Planning – Inventory of plans and an interim policy to accommodate the transitional period until Schemes and Plans are reviewed and consolidated Action FINANCIAL MANAGEMENT Preparation of consolidated Annual Budget and revenue statement Loans and debt schedule Summary of Trust Funds, Investments and Reserve Accounts Performance Report – results against financial and asset ratios Fees and Charges Rating Strategy Salary Sacrifice arrangements with the ATO FBT arrangements with the ATO Action ASSET AND INFRASTRUCTURE Inventory of Assets (all classes) Review of Asset Management Plans Report on Asset Management practices and any key differences i.e. depreciation rates, policy, systems Funding strategy for renewal Proposed inventory of surplus/redundant assets/infrastructure Action Due Diligence Checklist | Page 3 DUE DILIGENCE KEY AREAS: SERVICE DELIVERY Inventory of Capital Works and Maintenance Program List of council facilities (buildings, plant, waste management facilities etc.) Major Services and delivery model (such as aged care, child care, facilities and centres) Funding structures for services Risk Mitigation Strategies Action REGULATIONS AND ENFORCEMENT Inventory of Local Laws– inclusion of an interim policy to accommodate the transitional period until Local Laws are reviewed and consolidated Town Planning – inventory of plans and an interim policy to accommodate the transitional period until Schemes and Plans are reviewed and consolidated Report on progress of major projects and infrastructure projects Inventory of existing and partly completed or received development applications Current appeals and legal action (Development) Action HUMAN RESOUCE MANAGEMENT AND INDUSTRIAL RELATIONS Employee Induction process OSH Strategy Consolidation of existing Agreements / Awards Systems integration and risks i.e. payroll, synergy, CHRIS EEO Plans Inventory of existing contractual arrangements, expiry date, position etc. Review of workforce plans in readiness for amalgamation Voluntary redundancy options Current industrial matters in dispute Current industrial matters in Commission/Court Workers compensation matters Identification of accruals including Annual Leave, Long Service Leave etc. Action BUSINESS SYSTEMS Inventory of Information technology systems, integration capability and risks Communication networks Software and hardware licences and support Key policies Service Agreements and Major Contracts Records Management Integration Plan and FOI (including vital records) Task Action Action COMMUNITY ENGAGEMENT Community / stakeholder engagement strategy Inventory of historical artefacts Inventory of current complaints Inventory of community events (including funding or part funding) No. of key population areas and demographic Action Due Diligence Checklist | Page 4