In the weeks and months immediately following the acquisition of Steetley, the attentions of Redland's management were focused on coping with the first stages of merging of the two companies. There was no time for reflective or longer-term considerations.

The task orientation of the Redland top team helped to make sure that nobody relaxed or rested on their laurels. After all, at least £30 million of cost savings had been promised. If they weren't delivered external credibility would be severely dented.

Very detailed action plans were assembled, rolling out closures of offices, redundancy programmes, merger of terms and conditions for staff and disposal of assets. All of this was backed by detailed functional plans, put together by the various corporate departments. In each of the business groups, similar programmes of work were put in train.

For a time, most people were so busy that they had no time to reflect on the wider consequences of the acquisition. But, they were truly significant.

The cost of the acquisition was considerably higher than the £624 million quoted in the 1991 annual report. This figure, amongst other things, ignored Steetley debt that Redland would have to assume. As an internal rule of thumb, Robert Napier was quoting a total cost of "about £1 billion". To this could be added the additional £1 billion that had been spent during the previous three years on acquisitions, internal investments and the ill-starred plasterboard venture.

The realisation that there was a huge cost to recoup, in a set of economic circumstances that were hardly propitious, heightened pressures for cost savings and disposals.

An external consultant was brought in to help corporate management with the merger. He produced a planning document attempting to spell out the challenges facing Redland's management:

"After the acquisition of Steetley has been accomplished, the critical task of merging the two companies will begin and it is from the skilful and rapid accomplishment of this process that the benefits inherent in the merger will be realised. The major tasks involved in the post-acquisition merger will be:

The document went on to say;
"Many of these tasks will be relatively clear and simply require wellplanned management of the tasks involved. But, as in all mergers, the most difficult process will be that of creating what is in effect a new company which can compete and grow, combining the skills and know-how of both partners and gaining the equal commitment and loyalty of people from both Redland and Steetley backgrounds. The skills of the many Redland managers involved in these aspects of post-acquisition management will be particularly critical in determining the success of the combined company.
Many acquisitions have failed to realise the aspirations of those making them because of failure to manage the more intangible aspects of the merger process." (Our italics).

Despite the profound sentiments expressed in the last se ntence above, there are huge pressures on the top management of acquiring companies to over-emphasise the tangible factors, placing little importance on the intangible, "softer" aspects of mergers.

First the critical audience of investors wants the "numbers" and tends to regard synergy and cost-savings as being one and the same thing.

Second, acquisitions are most likely to be initiated by head office management. These people are not going to be involved in most of the "soft" aspects of mergers, which te nd to be encountered at the operating levels.

Additionally, in many British companies, corporate (head office) management also contains a preponderance of people with financial backgrounds with a bias towards the "hard" (numbers) aspects of life and not the "soft" (organization and relationships) stuff.

And not least, there is a perceived need to demonstrate quick wins to the investment community, which is thought to be impatient of the intricate processes of stitching together the operations of companies over periods of years. Such things smack of a lack of decisiveness and certainly come into the category of "boring operational routine!".

And thus it was, to a substantial degree, with Redland. The immediate post-acquisition tasks were performed with expedition and great energy, to the extent that savings were realised considerably in excess of the initial £30 million target.

In 1992, a few months after the acquisition, Robert Napier reported; "Now that we have integrated Steetley, our three strong core businesses have a substantially increased presence in the United Kingdom, France and North America".

Inside Redland, most thinking people realised that the end of growth fuelled by acquisitions had been reached.

As one director put it, "That's it, really. We've spent as much money as we are going to get, there is not much more to do".

Others felt that the company had to change significantly and would need a great deal of help to do so. Robert Napier, as chief executive, knew that Redland would have to realise better returns from existing assets, but, initially, he could not express precisely how the company had to change. To make things more difficult, the economy was entering a period of lower inflation.

In August 1993 the brokers Smith New Court UK published a research paper entitled "Redland, after Steetley. A time to take stock?" It concluded:

"Redland is clearly quality. It is run with an attention to the concerns of shareholders that is unrivalled and, to an extent, the ability to express clear doubts on certain aspects of the group is a result of its openness. The board, furthermore, sets itself high standards and it would be wrong to assess Redland by any other. Where therefore does Redland's excellence lie?

In our view, the problems fall into two camps:

Redland's corporate intelligence must be amongst the very, very best but its peers, the likes of RMC group and Wolseley, both seemingly less intellectual, manage the combination of acquisitions with the development of their businesses over a long term timescale rather better. In going forward Redland must avoid the mistakes of the past and define a strategy which encompasses the facts that:

At the end of the day, and considering Redland as a long -term operating company, rather than returning to its opportunities in conglomerate mode, we come down to three factors- short, medium and long term:

So what were the financial issues at this point?

Redland had issued shares to fund its continuing growth, including the Steetley acquisition. The number of shares in issue at the 1992 year-end was 479 million, compared to 274 million a year earlier

At the dividend level of 25p per share, Redland's dividend cover, at 0.9 times, was alarmingly akin to that of Steetley before the Redland bid!

Pre-tax Profits were £221 million, at the same level as 1988, but on a substantially higher turnover. Profit margins in 1992, at 11.9%, were the lowest for over 5 years.

In 1993, the first full year after the Steetley acquisition, sales were up 18% on the previous year at £2,474 million, operating profit was 30% up at £304 million. All of this seemed representative of a healthy trend. However, the Braas German roofing contribution to operating profit was still approximately half, despite all the frenetic growth of the Redland side of the business. Redland was still unhealthily dependent on the performance of Braas, a 50.8% owned entity, in the German roofing market.

This dependence can best be demonstrated by an analysis of the 1992 results.

% Operating profit
Braas ) 1,011 48% 114.5 46%
Rest of Roof Tiles )  46.5 19%
Aggregates 824 39% 51.0 21%
Bricks 254 13% 35.0 14%
Total 2,089  247.0 

To get past this dependence Redland needed to increase the performance of its aggregates businesses. At the same time, the German roofing market, and Braas' performance in it, needed to hold up for long enough to enable the group to achieve this.

According to Smith New Court, it was unlikely that salvation would come from the brick division:

"Now under Peter Johnson, the brick division had always been run by brick people and there is little doubt that it had become too inward looking. Peter Johnson opened up the division and with his team put together a collection of rather nondescript investments and built a good brand name, to make, in the markets of the 1980's, superb profits.

It missed the point when it should probably have followed Steetley in commissioning new, low cost capacity, and without Steetley's Parkhouse and Chesterton plants its cost base would have driven it into heavy losses in 1992.

The company would, in fact, be making such heavy losses from its high cost operations that it would be impossible to justify rebuilding the business through fresh investment".

Some final wisdom from the analysts at Smith New Court on the subject of Redland's management:

"Simplistically Redland's historic corpo rate culture is of a financially centralised, operationally devolved, emotionally remote style of management with the centre embodying the necessary corporate skills including finance. It is now Redland's prime concern to raise the standards of its operational management to provide the required counter to the skills of the centre. Although some 80% of group profits and assets are under the direct control of Redland Aggregate's George Phillipson and Braas's Erich Gerlach, both experienced operatives, we have for some time been concerned by the dominance of the group's culture by financial men. Four out of the five UK executives (directors) have only limited indepth experience of running a business and.......... As a board they give the dangerous impression of believing that they have experience of life at the sharp end".

So, what was it really like inside Redland in 1992/3? How accurate were Smith New Court in their belief that Redland had to make a radical, rapid and effective transformation from financial wizards to superb operators? Was "Middle age likely to enhance the operational abilities of Redland's young Turks", as the analysts suggested?

To try to address some of these questions, we will move inside the company and draw from the memories and views of a cross section of employees at many levels and in many roles and locations.

As soon as the immediate pressure of the Steetley acquisition abated Robert Napier called together the top 33 managers from the corporate centre and operations around the world.

He had been a little nervous at a suggestion that the conference should be run on highly participative lines. He felt that the proceedings might lose focus. However, he knew it was crucial that the directors should draw on the wisdom of operating management, even if this meant hearing some unpalatable views.

The chosen venue was the Selsdon Park hotel, which had been used by the UK Conservative party for conferences, giving rise to the phrase "Selsdon Man". However as a majority of the delegates to the conference were not British, the joke fell a little flat.

Robert Napier opened the conference:

"I believe that the takeover of Steetley was a watershed in our affairs. Why:
a) The very act of making the bid was a sign of corporate virility and great confidence.
b) To then win the bid greatly enhanced the external perception of Redland amongst many audiences".

He went on to say that the timing of the bid was not ideal and that Redland might have paid too much, but there had been no choice in the matter. 1992 earnings would not be diluted because of greater cost savings than expected and Steetley had brought some tax benefits.

Redland now had an excellent collection of assets and there was no intention of changing or adding to them, because "We don't have the money to spend, as our gearing is quite high enough and we cannot return to the equity markets in the near future".

More importantly, "Because we have spent £2 billion over the last four years our shareholders are looking to us to earn returns from that investment before encouraging any further spending".

Napier now wanted the group to raise its sights and consider how it might enhance performance through the organization. He said: "Some of you may think that the line managers are not sufficient ly involved in the overall direction of the group. I know that there is a view that the Group Committee is an elite operating in a rather rarefied atmosphere, and that there is too much of a gulf between the Group Committee and the rest of the organization. The suggested questions that the working groups should consider cover strategic, organizational and financial issues. I would like you to consider any issues that you want to bring to the attention of this group, but I would like you to focus particularly on organizational questions".

Suitably armed, and with exhortations to pull no punches, the management, minus the directors, broke into small groups to consider such questions as:

"What are the major issues facing Redland?" and;
"What are the priorities for future action (strategically, organizationally and financially)?"

At feedback time the next morning few punches were pulled. Operating managers said:

To balance the critical tone of the feedback, many of the speakers emphasised their pride in working for Redland. There was a universal belief that if the directors were to involve the management more in the future, this would generate a very positive response.

Robert Napier summarised the changes required as follows:

  1. A clear non-financial vision was needed for the company.
  2. Senior management should have more involvement in the development of strategy.
  3. The "glue" that held the company together should be improved.
  4. A more rounded style of management should be developed, placing less emphasis on finance.
  5. The role of the corporate office in sharing ideas and developing people needed to be enhanced.

Napier promised that the issues would be seriously addresses by the Group Committee and that, "These issues about the Redland organization will be pursued long term and not just as the flavour of the month".

Leaving Napier and his colleagues to decide ho w to proceed, it is worth taking some tome to consider what kind of company Redland was in 1993, and why it had become so.

The observations that follow have, in the main, been collected during interviews and discussions with Redland staff. Inevitably, when dealing with 'soft' issues, there is a degree of subjectivity in this profile of the company.

First, what was the Redland organization really like?

Readers will by now need little reminding that the twin roots from which Redland drew its success were described by past leaders of the company as partnerships and acquisitions.

"Partnerships" had some quite specific implications in Redland's case. Redland had originally been able to attract partners because it had something to offer to prospective associates. For example in the case of Braas, this had meant knowhow and technology, including the tile machine.

For Redland, choosing good prospective partners and managing the shareholding in the partner had become important skills for executive directors. This demanded a skill set not unlike those of investors or bankers.

Redland's partner organisations tended to have full responsibility for running the business and competing in the market place. Inside Redland, this meant that these aspects of management received less emphasis than they might have in companies with a different structure. Redland managers could reach the top without having had much direct involvement in "operations".

Redland's most important "partner" was Braas & Co. GmbH. This relationship had become regulated by an awesomely compendious legal agreement governing pretty well everything that might arise between the two entities. Redland was heavily restricted in two crucial aspects- its ability to extract dividends and to hire or fire Braas management. Such issues were formally determined through the Shareholder Meeting and the German Supervisory Board, which appointed the top management.

When he died Rudolph Braas mainly bequeathed the minority shareholdings in Braas to members of his family. Two German cement companies also had small shareholdings.

Braas's daughter, Helga, was the lead representative of the minority shareholders. 'Helly' Bruhn-Braas had a fierce pride in the company her father had created and could, at the very least, be described as strong -minded and determined.

In 1993, the Braas leadership had quite definite views of Redland. They strongly valued the independence which having two groups of shareholders gave them. Most Braas senior managers did not wish to be divisional managers in a large foreign-owned company. The strong and universally held view in Braas was that the Redland top management (commonly described as "The Shareholders") did not have any real experience or skill in running an operating business, and that Redland no longer had a strong technological contribution to make, as it had under-invested in R&D.

This view was compounded by another, that Redland top management were in thrall to "The City" and that this engendered inconsistency and shorttermism in their behaviour. Braas' management were nervous that Redland would, if it could, extract excessive cash from Braas and spend it on unwise acquisitions or on excessive dividend distributions.

These views were firmly held, despite the fact that Redland appears to have supported Braas strongly in investing in expansion in East Germany after re-unification.

The import of all of this was that Braas was almost a "no -go" area for Redland's top management. Redland's influence was rather limited - there was no significant exchange of people and all contacts with Redland were carefully monitored by the Braas leadership.

This, then, was the nature of the relationship in 1993 with the largest "partner", accounting for almost half the Redland group's total profits.

There were many other examples of difficult issues in partner companies. Nippon Monier, for example, was a 60% owned Japanese roof tile business. Two large Japanese firms owned the remainder. Under the partner agreement the Japanese investors would provide many of the top management in the joint venture. By 1993, it was becoming painfully apparent that rather than placing the cream of their talent into the joint company the partners were more probably using it as an outlet for superannuated failures.

The other main plank of Redland's growth had been acquisitions, which in their very nature require money, financial, legal and deal-making acumen rather than deep operating experience.

In Redland's early days, the acquisitions had tended to be small and easily assimilated into the company's operating infrastructure. As ambitions grew, and acquisitions became larger, they tended to be treated as free standing entities and were not fully merged into the Redland organization. Successive 1980's acquisitions in the USA became wholly owned, but were still not integrated. In the end, the biggest acquisition, Steetley, was both wholly owned and had to be intricately merged with several Redland operations, an almost new experience for the Redland management.

The organization that evolved as a result of the strategy of partnerships, acquisitions and strong focus on corporate finance had some very marked characteristics. It had apparently very smart group finance functions. Redland's Treasury and Tax departments engendered great respect in the City for their creativity. However, the routines of financial control and performance management received less attention from the top, being largely delegated within accounting.

Structurally, the company had an extremely slim organization. The corporate office contained about 100 people, most in finance, planning and public relations. This was many less than most equivalent companies in 1993.

The Product Groups, aggregates, bricks and roofing, had one director responsible for each. These directors had no staff.

The chief executive and finance director, together with the three operational directors, made up the executive board, which was called the Group Committee.

Then came the operating companies and partnerships, dozens and dozens of them, scattered all over the globe. One of these "operating companies" was responsible for R&D and engineering, split in 1993 between concrete materials and ceramics, or clay-based materials. The two centres reported to different members of the top team.

There was no doubt that Redland could claim to have extremely low overheads. On the other hand, the Smith New Court analysts, who as good "City" people, might have been expected to laud such a slim organization, were not so certain about its effectiveness. In their 1993 review, they say, "The image of the Redland director - whizzing round the world, dropping out of the skies - is plainly that of the flying doctor. No other company in the sector respected for managing, as opposed to directing, its operations, pursues such a way of running its business - a style which must in part lie behind the occasions of insensitivity in management's actions".

We will return in time to the "flying doctors", but it is worth spending a little time considering some other facets of the organization that had developed as a result of the successful pursuit of partnerships and acquisitions.

To some, the subject of organizations is fascinating, to others, who may draw an organogram and think that is the end of the matter, a topic of little or no import. For those who like to think a little more deeply, professor Lorsch of the Harvard business school, and others like him, might have some wisdom to purvey.

These experts would have us believe that organisations are much more rich and complex than mere structures of reporting and hierarchical authority, which is pretty well all that organograms depict.

First, organisations can be designed differently for different purposes. Many organisations bear the hallmarks of their founders' values and the original business "blueprint" for a very long time.

Organisations are the vehicles that carry the skills and experience to enable the enterprise to do its business. They embody the deep habits and values of the current and past people who worked for them - the 'culture'.

All the systems and processes that channel direction, communications, planning, performance management and control are also an integral part of this complex animal called an organization. Leaders can both have a marked impact on organizations, but also be heavily constrained by the organizations they purport to lead. Many aspiring revolutionary leaders have found their dreams of transformation to be frustrated because the organization did not go along with their wishes.

Last but not least, organizations carry deep in them the norms and standards concerning how people behave and what is reckoned to be 'a good job' or satisfactory performance in just about everything significant that the organisation does.

Everything described above makes the challenge of engendering real and sustainable change in large organizations rather more complex and timeconsuming than is generally understood in the financial markets, although the Smith New Court analysts showed some appreciation.

Now let us consider Redland in 1993 against a few of the dimensions mentioned above.

What did the top management value? The overwhelming impression of staff was that most of Redland's top people valued speed of thought, the effective use of numbers, converging rapidly on problems and reaching rapid conclusions. Finding the 'fatal flaw' in others' arguments was a much-valued skill. Very bright and capable of rapid extemporisation, they were not overly concerned with routines, procedures, systems or processes. Such things could be a constraint and rather boring.

The results of this, combined with the company's history (remember partnerships and acquisitions) were that there were few norms or commonly accepted rules of behaviour or standards encompassing the whole organization. One exception was the standards of personal probity and honest business dealings. Redland was an ethical company. But outside this, there was little that bound the organization together other than the travels of the "flying doctors" and a rather basic financial reporting package.

One important business process is planning. Most companies have a planning process requiring managers in various parts of the business to think in a structured way about what they intend to do and communicate this in an organized way to others.

Redland had a planning process of sorts. Here is the experience of one operating company managing director, recently appointed to his job, of the planning process in the early '90's.

The new MD received a note from head office instructing him to prepare a strategy presentation for his business. In a few weeks, he would be required to present it to the Group Committee. Naturally, he was a little anxious and called his "flying doctor" for some advice. This worthy seemed rather vague as to what was required but after being pressed indicated that the overall objective was "growth" and growth meant acquisitions.

Thus forewarned and prepared, the new MD was ushered before the top team and invited to make his presentation. As he proceeded, he felt that it was going fairly well, especially as the top team seemed to spend a lot of time arguing amongst themselves, which took the heat off him.

Towards the end of the session he was subjected to intensive and uncomfortable questioning from one member of the top team. However, after the meeting, the inquisitor came up and said that it was not personal, but as one of his reports had received a hard time from a colleague in a previous planning meeting, he felt he had to reciprocate!

The MD spent several weeks waiting for feedback from the meeting, wondering whether he should start to talk to possible acquisition targets, when the word came back that growth was off the agenda for the time being. When the group's total numbers were added up, cash was found to be short, so could he please concentrate on cash conservation instead!

By this and many other accounts, there was almost a dearth of standardsetting and integrating processes in the Redland of the early 1990's. Management and staff development was mainly ad-hoc and there was little movement of people across the business internationally, or between the product areas.

R&D and engineering, a source of Redland's heritage in roofing, were expected to sell their servi ces to the partners and operating companies across the world. These companies had a free choice as to whether they used the expertise on offer, and many did not, as they found the services too expensive. Braas had developed its own engineering capability, which was felt by the Redland people to be a competitor.

The once vital technology functions had become marginalized and noticeably neurotic. Thus, not even technology was a source of integration and standard setting.

The result of all of this was the organization that the managers at the conference had described and the Smith New Court analysts had sensed. This company had, to quote the brokers, 'spent plentifully' on acquisitions and on internal investment. However, the fragmented nature of the organization and the varied degrees of influence that Redland had over partners meant that the results of this spending were totally inconsistent.

Programmes of plant modernisation and replacement were often started and stopped, according to the needs for cash to service the dividend and whereas in some locations replacement capital spending was quite adequate, in others it was totally absent.

Braas had certainly "spent plentifully" on capital assets, in fact it had significantly overspent. On the other hand, there were plants in Japan, the USA and such countries as Indonesia that were completely worn out and incapable of producing tiles of consistent quality.

The quality of operating management was a similar story. Redland had superb management in roofing in the Netherlands, for example, and the quality of the Braas management was claimed (by the Braas leadership, using Redland as the standard) to be top class. Elsewhere, standards appeared to be completely inconsistent, ranging from self-serving, inept and s upine, to highly effective.

To make the situation worse, there appeared to be no commonly understood way of communicating about the attributes, behaviours and skills that defined what was a "good" standard of management. Instead, there was a tendency to define people as "bright" (the result of a particular form of educational attainment at the universities of Oxford or Cambridge), or "dull" (the absence of the former). As in some other rather elitist cultures, there was a tendency to assume that "bright" people were capable of being good at everything!

So, inconsistency and a lack of unifying substance seemed to be two notable characteristics of the operating infrastructure. This is hardly surprising given the history of the organization and the way it developed .

Now the company had come, suddenly, to the end of an era. Acquisitions were off the agenda. The organization now needed to optimise the performance of all the assets that had been acquired over the years. The Redland organization now had to focus on realising the highest possible performance from all of its businesses world-wide.

This was a markedly different challenge to that of managing partnerships, planning and making acquisitions and managing corporate finances and investor relations.

So who were the Redland top team who had spearheaded the Steetley acquisition and now had to become "superb operators"?

Redland top management in 1992/3 did indeed contain a preponderance of people who had risen to the top without having deep organizational or industrial experience. Every member of the top team was intellectually able and many were quite exceptionally talented. There was a strong element within the group that was quick-thinking, impatient and rather intolerant of those who were felt to be less bright than themselves. Some were also very competitive and markedly ambitious, to the point that competition between members of the executive team for succession to the top job had almost become a way of life in the company.

Many were noticeably task-oriented. According to inside and external observers, the top people lacked process awareness and tended to think of the "what" rather than "how". Task achievement and "ticking of checklists" was a pervasive behaviour at the top, which all too often meant that more complex and longer-term programmes of action were not completed before being overtaken by the next 'thing'.

Somebody who knew these people well observed that there were some quite marked similarities between many of the Redland top managers and investment bankers.

Shortly after the post-Steetley conference, the Group Committee met to consider the tasks now facing them. They had invited Erich Gerlach, the head of Braas, and Don Young, still an external consultant, but shortly to join the company, to participate in the discussions. After much debate, the group concluded that Redland had to become a "management-led" company, as opposed to a financial holding. For some, such as George Phillipson, the only Redland director with a deep industry background, and Erich Gerlach of Braas, this was blatantly obvious. For others, it was a real challenge. And for one, it was a spur to departure.

For a final observation, let us consider Unilever, a quite different company in terms of history and culture...

Unilever aimed to select university graduates who were thought to have the potential to reach senior management and possibly the top of the company. In doing this, they looked, naturally, for a high level of intellectual competence, but were not concerned to appoint exceptional intellects. In fact, there is a body of research that indicates that genius-level intellects and management ability are not synonymous. Unilever were looking for bright people with a high degree of energy and drive, but also for a propensity to collaborate with others and good relationship skills.

One of the authors of this book was selected by Unilever for a management traineeship. Upon appointment, he was immediately dispatched to the English Midlands to sell soap powder to small grocers, and to visit larger stores and make sure that Lever soaps were properly merchandised. This was followed by a spell in a marketing department.

Then, he was posted to a huge soap and chemical plant in the North of England where he was put in charge of factory cleaning, operative recruitment and labour relations, a role which he occupied for over two years. There, his mentor was not a top manager, but a foreman. He learned more wisdom from this man than from anybody else, ever.

The chemical plant experience was followed by three years working in various junior management capacities in a fish and vegetable processing plant. This was followed by a six-month spell in a head office, and three years in Newfoundland, Canada, working in a fish plant and helping to manage a fleet of trawlers.

On returning to Britain, he left Unilever, but had he stayed it is likely that he would have spent several years in sales and probably marketing, before being regarded as a possible candidate for general management.

The point of this passage is to make the point that experiences like this can be quite seminal for young managers. They help to develop a deep sense of how organizations work, a sort of "feel" for people and leadership which is denied, probably for ever, to those who enter management through business schools, consultancy and corporate planning departments and miss experiencing all of the operating complexity described above.

The bulk of Redland's top team were going to embark on a new journey for them, to try to quickly become "seasoned operators". The next chapter explores what happened......

◄ Previous article
The Redland case - Part one
Section index:
Next article ►
The Redland case - Part three
Go to top