THE
RESTRUCTURING
OF
HMSO
52. The restructuring programme undertaken by HMSO,
implemented ahead of and during the privatisation process, had
an important impact on the privatisation. It aimed to reduce overhead
costs and improve the commercial focus of the business, involved
the creation of 14 new business units from the three that existed
previously, and included the devolution of accounting systems
to the new units. It was badly executed, resulted in a progressive
loss of management and financial control and led to severe difficulties
in the reconciliation of inter-business unit accounts. The National
Publishing Group have largely reversed the restructuring, sorting
out the difficulties that they inherited.[52]
53. We asked the Office of Public Service whether
it was logical for HMSO's management to take the existing units
and divide them into 14. The Office of Public Service told us
that the decision to split the business into 14 business units
was taken on consultancy advice in 1994. The decision was predicated
on the business's track record which at the time showed a steady
state business, declining in real terms but continuing to be profitable.
In their view the restructuring could well have been sensible.[53]
54. We questioned whether it was logical to allow
each new unit to develop their own accounting systems. The Office
of Public Service told us that this was unsatisfactory and that
the unresolved problems arising out of this affected the price
achieved.[54]
55. In November 1995, as a consequence of the restructuring
programme, the National Audit Office commissioned a report from
Ernst & Young into HMSO's financial controls and, in particular,
the risks to internal controls arising from the organisational
changes. This highlighted a number of problems.[55]
The Office of Public Service told us that they had not known about
the Ernst & Young work and did not know about the problems
that the firm had found in the business's financial reporting
systems.[56]
56. We asked why it was only when the Office of Public
Service received the draft accounts for 1995 that they realised
the chaos that existed and whether, prior to that point, they
had any sense from the business's internal financial and management
information of the true extent of the problems. The Office of
Public Service told us they had been aware of some of the weaknesses
in the management and financial control of the business but had
not realised their true extent in the early stages of the sale
process. It was not until January or February 1996 that significant
problems with the accounting systems began to manifest themselves.
Prior to the start of the restructuring programme the business's
accounting arrangements had been perfectly adequate.[57]
57. The Director within HMSO with responsibility
for the privatisation considered that it would have been difficult
but not impossible to stop the implementation of the restructuring
programme in September 1995.[58]
We asked the Office of Public Service why the restructuring had
not been stopped. They told us that by January 1996 when significant
problems began to appear the restructuring was virtually complete
and there was no question of going back at that stage.[59]
58. During the due diligence process bidders were
worried about HMSO's internal financial and management controls
as exemplified by the business's inability to correct unreconciled
balances of some £19 million.[60]
We asked why this had happened. The Office of Public Service told
us that the £19 million was a gross figure representing all
the unmatched balances, both positive and negative. The accountancy
firm, Binder Hamlyn, who were the reporting accountants for the
sale undertook an exercise which eventually resulted in the imbalance
being reduced to £482,000 as shown in the C&AG's Report.[61]
59. HMSO's management could not identify the costs
of the restructuring since they did not prepare specific budgets
or keep records of the costs incurred. We asked the Office of
Public Service whether they agreed with the National Audit Office's
recommendation that budgets should have been established and costs
fully recorded.[62] The
Office of Public Service told us that they considered that the
recommendation implied that the restructuring programme was part
of a self-contained set of decisions, whereas in fact it was part
of a wider commercialisation programme. One of the main elements
of this had been the devolution of power to the heads of the 14
business units. The costs of the redundancy programme were budgeted
for and accounted for separately but other costs associated with
the restructuring, such as new information technology equipment,
were built into other budgets but were not separately identified.[63]
Conclusions
60. The Office of Public Service failed to find out
about the adverse impact of the implementation of HMSO's restructuring
programme on its accounting systems until it was too late to take
remedial action. As vendor they should, in our view, have taken
a close interest in how the restructuring programme was being
progressed because such an activity can have important consequences
for the effective operation of a business and its appeal to bidders.
61. A vendor should know the costs and benefits of
any restructuring proposals. We are critical of HMSO's management
for not setting budgets or recording the costs of the restructuring
programme, and the Office of Public Service for not insisting
that they were drawn up. We consider that setting a budget for
such an exercise is an integral part of good management, providing
an effective check upon upward cost pressures which often arise,
for example, because of unforeseen problems requiring changes
to plans.
52 C&AG's Report paragraph 6 and Figure 4 Back
53
Qs 117-118, 140 Back
54
Qs 19, 117 Back
55
C&AG's Report paragraph 1.22 Back
56
Qs 102-103, 110 Back
57
Qs 33-34, 46-47, 119-120 Back
58
C&AG's Report paragraph 1.28 Back
59
Qs 11, 51 Back
60
C&AG's Report paragraph 3.23 Back
61
Q 25 Back
62
C&AG's Report paragraph 8 and recommendations Back
63
Q 11 Back
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