Speaker: Maren F. Miller, HSBC (US)

Speaker: Judith Greaves, Pinsent Masons (UK)
Speaker: Paul Egan, Mason Hayes & Curran (Ireland)

This session will cover the steps companies are taking to come within exemptions from the Prospectus rules and our practical experience of filing prospectuses on behalf of US multinationals and of passporting into other European Countries.

Speaker: David Peterson, KPMG (Switzerland)
Speaker: Angela O’Mahony, UBS AG (UK)

Most organizations struggle with the compliance process for cross-border participants. This session will provide insights to the implementation of a robust, real life compliance process.

Tax compliance was the driver, but in order to be both effective and efficient, numerous non-tax considerations were required to be tackled. These topics will be explored from the perspective of a tax provider as well as from the perspective of the employer, with particular emphasis on the latter. Coverage will include the organizational commitment and functional involvement required for this to be a success, communications and awareness (both employee and business), and planned future process enhancements.

Speaker: Mary Samsa, Seyfarth Shaw (US)
Speaker: Fredric Singerman, Seyfarth Shaw, LP (US)

Every multinational company who is or plans to offer an international employee equity plan faces certain challenges. This session will cover the top three challenges that companies face in monitoring and maintaining an international employee equity plan (i.e., identifying the cast of characters and ongoing project management, understanding the time and expense commitment upfront, and the breadth and scope of the legal issues). We will then analyze the "Lessons Learned" from this endeavor through a company case study.

Speaker: John Bagdonas, Computershare (US)
Speaker: Cheryl Spielman, Ernst & Young (US)
Speaker: Warren Miles, Computershare (Australia)

A panel of corporate issuers and firms representing plan design, administration, and compliance will present case studies on two leading-edge companies that have recently implemented share plans in China. Individuals from Computershare, E&Y and the Corporate Issuers will lead the case study presentations covering the spectrum of plan activities, from issuer’s design objectives to the practical considerations of operating plans for employees native to China, ex-patriates, and other third country nationals. Panelists will also share insights addressing the compliance issues unique to Companies located in China, as well as for offshore Corporations offering equity plans in China.

Implementation considerations will be addressed, as well as an overview of the typical plan types utilized today. These will include Employee Stock Purchase Plans, Stock Options, and Restricted Stock and Restricted Stock Units.

Panelists will also offer their perspective on regional trends and anticipated regulatory changes.

Being global is not a catchphrase. It is today’s imperative. Yet, the environment in which companies design and operate their global incentive and equity compensation plans is constantly evolving and is certainly very different today than it was even one year ago. Stricter corporate governance requirements, greater global regulatory scrutiny, constantly changing tax treatment, and the changes in accounting rules for equity-based compensation are unprecedented, forcing companies to reappraise their incentive compensation delivery strategies as they strive for competitive advantage. This workshop looks at why companies need to continuously rationalize their incentive compensation programs to ensure they maximize the return on investment from their global rewards programs and deliver maximum value to their employees. The presenter will provide specific steps to accomplish this by walking through a comprehensive methodology to assist with optimizing program design, risk management and ongoing program maintenance.

This session will provide a basic practical introduction for someone who is new to this area.

It will cover the basic types of plan, the differences between them, the ways in which they are administered, who typically does what, and how companies deal with the 'international' aspects- currencies, time zones, different tax and legal regimes.

An Advanced Discussion on the EU Prospective Directive. The purpose will be to: explain briefly the new rules and issues; explain the impact. Companies will provide real experience, one who has done it and one who is having problems and has had to curtail its grants; looking to invite representatives from EU Regulators.

Overview of types of Bayer plans for the various levels in the company. Explanation of the new performance-based Bayer Aspire plan; how was the plan implemented; how was and is the plan perceived by the employees in particular the US employees; how did the company communicate the new plan to their employees; why was it decided to first roll it out in the US and then globally.

Contractual terms requiring the return of option profits and other stock-based gains are gaining momentum in the US and elsewhere. Notwithstanding litigation successes in the 1990's, many US employers considered clawbacks too difficult to enforce. In 2004 clawbacks for financial misdeeds got a boost from the Sarbanes-Oxley Act of 2004, and now US investors are starting to insist on them.

While the use of clawback provisions has gained momentum in the US, the enforceability of employment termination provisions outside the US has become increasingly uncertain, as a result of judicial and legislative activity which, in effect, rewrite companies' termination provisions.

This panel will explore the types of clawback provisions now becoming prevalent, how they are used by US multinationals in the US and abroad, and whether they can really work in various jurisdictions. The panel will address prevalence of various types of termination provisions and related practices and pitfalls in enforcing these provisions in termination situations.

New proposed regulations issued under US Internal Revenue Code Section 409A will impact how equity compensation and other incentives may be provided to employees taxed in the US. Phantom stock and many other equity-based incentive compensation devices may be "deferred compensation" subject to strict Section 409A requirements governing when deferrals are permitted and when payments can be made.

Narrow exclusions from Section 409A apply to restricted stock and certain stock options and stock appreciation rights, but it is important to understand the limits on these exclusions and the potential pitfalls. Design features common in non-US equity incentive plans may give rise to Section 409A consequences with disastrous tax results to the US-based executive or expatriate.

This session will provide a background of the requirements of Section 409A with respect to equity-based compensation and discuss its impact on global equity plans covering US executives and expatriates.

There is a widespread belief that the protocols surrounding executive pay are weak, causing upward pay ratcheting generally combined with 'payments for failure' or other payments which are simply unjust.

Institutional investors around the world have reacted to these perceptions by establishing a range of guidelines, or practices or by promoting legislation in order to fix this perceived problem - but despite years of trying, there is still strong distrust of the system generally, and the specific outcomes in some cases in particular.

This session will examine: How we have arrived at the current governance regimes, particularly those of North America and Europe. What protocols and processes corporates should adopt to simultaneously: promote the needs of the business; meet the views of investors; and rehabilitate alienated shareholders. It will also look forward to the governance regimes that might unfold and how corporates might respond to this ongoing heavy scrutiny.

Under FAS 123R, companies will need to start expensing equity awards. Due to this change in accounting, the importance of a local tax deduction has increased greatly for most companies since they can reduce the 123R expense by securing local tax deductions.

This session will focus on the local country rules that apply to taking a local tax deduction and implementing a reimbursement agreement. Specifically, we will discuss the local country tax and legal ramifications of implementing a reimbursement agreement (including whether this will increase a company’s withholding, reporting requirements and/or lead to company social insurance costs), the local country rules regarding who can sign a reimbursement agreement for a local subsidiary (and whether local board approvals/procedures are required), as well as, when the reimbursement must be in place to obtain a local tax deduction and where a reimbursement agreement will increase a company’s exposure to local labor laws.

This session is aimed at North American and other non-UK company delegates that haven’t already extended their employee stock plans to their UK subsidiaries but are considering the implications of doing so. The topic would encompass the legal, tax and regulatory aspects of implementing the tax advantaged Share Incentive Plan (SIP), Save-as-you-earn Share Option Plan (Sharesave) and Company Share Option Plan (CSOP) alongside the practical design, administration and communication issues.

Trends in global equity compensation in the face of all the major changes affecting U.S. based multinationals, particularly in the tech and biotech industries, including recent Radford survey data of trends. As always, candid commentary on the good, the bad, and the ugly.

In the past, many multinationals were content to delegate responsibility for local country tax compliance to the participants themselves, irrespective of the relevant payroll reporting and withholding requirements. While most companies have created processes to comply with these rules for option exercises and RSU vests in the future, many continue to have financial exposure from previously unreported income. This session will review a process for quantifying the exposure, the pros and cons of various resolution strategies and illustrate the concepts with several anonymous case studies from clients who have successfully addressed these issues.

What trailblazers share is not just the breakthrough nature of their discoveries, but where they went to find them...

Living at the Intersection That’s the message from author and entrepreneur, Frans Johansson, who says that individuals, teams and organizations can create an explosion of remarkable ideas at the intersection of different fields, cultures, and industries.

In a new book, The Medici Effect, Frans Johansson takes us on a fascinating journey to the Intersection: a place where ideas from different fields and cultures meet and collide, ultimately igniting an explosion of extraordinary new innovations. Learn how your organization can find new paths by taking what they do best and combining it with something slightly different to change the world. Frans has, in fact, lived at the Intersection most of his life: he was raised in Sweden by his African-American and Cherokee mother and Swedish father.

What do termites and architecture have in common? Music records and airlines? And what does any of this have to do with health-care, card-games or cooking? Most of us would assume nothing. But out of each of these seemingly random combinations have come groundbreaking ideas that have created whole new fields.

Prepare for a talk unlike any other where Johansson will show:

• How to find groundbreaking ideas by combining different fields and cultures
  
  
• How to make these intersectional ideas happen
  
  
• How to think differently about the risks involved (hint: they are not as great as you may think)

Website: www.themedicieffect.com

1. An overview of warranties and indemnities, their importance in commercial transactions and their relevance to employee share or stock option rights.

2. The UK approach to warranties and indemnities on the purchase of UK companies and businesses - UK tax/social security withholding obligations arising on the exercise/vesting of share rights and the inclusion of warranty/indemnity protection for the acquirer in transaction documents.

3. The US approach to warranties and indemnities with respect to compensation and equity grants on the purchase of US private and public companies - US withholding obligations arising on the exercise/vesting of options, the general reliance on contractual protection, and the potential for quasi-indemnity protection for (and avoidance of) Code Section 280G liabilities.

4. The differences in approach to dealing with practical issues relating to the exercise/vesting of employee share and option rights on a change in control (e.g. plan amendments and notice procedures).

Speaker: Tracy Robarge, Ernst & Young (US)
Speaker: Ceci Paschall, State Street Bank (US)
Speaker: Sarah Pickering, Ernst & Young (UK)

This panel will discuss the various issues related to mobile employees who participate in equity plans.  The panel will discuss the practical issues related to compliance and administration, the common barriers to compliance and some of the solutions available. Discussion will include issues encountered by State Street Bank and Dell and the different steps taken on the path to becoming compliant. Topics covered will include:

• Managinging the risk - war stories and warnings
• Tracking of mobile employees - what data is needed, where does the data come from, how is it kept up to date
• International Assignment policy considerations - equalisation, protection or employee's account
• More than assignees - trailing liabilities
• Timing/income and/or social tax/sourcing rules/employer payroll reporting
• Impact of Corporate chargebacks
• Communication with stakeholders

Throughout the discussion, the panel will provide examples of country specific scenarios.

Offering a global Employee Stock Purchase Plan presents numerous administrative challenges.  This case study will explore Microsoft’s ESPP program, offered to more than 30,000 employees in 75 countries, focusing on employee communications and worldwide administration.  In particular, the speakers will describe recent changes to Microsoft’s ESPP and discuss steps taken in conjunction with its service provider (Fidelity), to improve administrative efficiency, including the use of web-based technology to securely and efficiently gather ESPP contributions in over 90 divisions with multiple currencies, as well as empowering employees via the web to manage enrollments and contributions.  Ongoing efforts by Microsoft to ensure compliance with global securities laws will also be addressed.

Although most practitioners are familiar with the tax and legal rules when designing and sponsoring share plans, we rarely focus on the risks associated with these plans. The presenters will focus on the administrative risks, possible opportunities for fraud - and discuss some of the ethical considerations stock plan professionals face every day. This session promises to provide some thought provoking discussions.

This session will address the changing nature of equity compensation. We will focus on the concerns of multinationals – and how they are met through new, unique forms of equity plans – restricted stock, performance shares and stock appreciation rights. We will discuss these various forms of awards – and the reasons to use (or NOT use!) each – and the impact of such choices globally. During this session, we will also discuss new developments regarding equity-based compensation alternatives.

One of our multinational clients will join us on this panel to contribute practical insight and experiences from a client perspective.

Novartis - a Swiss-based global company, uses a number of different share incentive vehicles to attract, retain, and motivate its talented workforce. Speakers will explain how Novartis implemented their Swiss-born share plans for their US employees, including plan design considerations, the US securities compliance considerations for corporate issuers headquartered outside the US and the use of American Depositary Shares for their US employees. From the more traditional share grants, such as Stock Appreciation Rights, Share Options, and Restricted Shares, to the more exotic tradable options, Novartis has partnered with its external service providers in creating an integrated share plan participant experience, while improving reporting capabilities.

STMicroelectronics – also a Swiss-based global company, moved from options to shares on a worldwide basis due to new accounting rules and to the fact that all options since 2000 are underwater. They are likely the first European company doing this and vesting is linked to various performance criteria.

The presentation will include a discussion of today’s "hot topics" and what every practitioner should know. For each hot topic we will provide practical advice as to which aspects of these “hot” issues companies should focus on and which are less important (especially when limited resources/budgets are available). This triage approach will allow companies to focus on the aspects of today's hot topics that truly make a difference in the success of a plan from the company's and employees' points of view. The topics covered will include global strategy and compliance (including legal/design considerations, payroll compliance and internationally mobile employees), securing local tax deductions, the global considerations of 123R and the international aspects of 409A.

One of the defining features of today’s global employer is the frictionless flow of information. The ability to quickly and cheaply access and/or transfer employee data, files, and other information around the globe has opened up a world of opportunities for many businesses. However, it has also presented a new universe of risks.

The potential for misuse of sensitive personal information has spawned a flurry of legislative and regulatory action. In this panel, we will discuss the expansion of data privacy law throughout the world, as well as bring you up-to-date on the newest developments affecting global Human Resources. We will examine some of the compliance alternatives that multinational companies can use in connection with the collection, use, processing and transfer of employee data.

Companies are being advised to also take account of regional and local practices when implementing a global stock plan: to pay in line with market, to reduce issuer equity expense, and to manage tax costs.

But what is the regional or local practice? How much equity is competitive? What is the best way to deliver the value? With multiple countries and regions (and different practices) how then can a company ensure internal consistency and appropriateness of rewards and compensation across the organization?

This session will put forward a process for companies to address the above issues, drawing on: data sources of LTI values for countries and regions, competitive influences, alternative instrument strategies, case studies, and the observations of an issuer company that has introduced changes and is now looking to build on the work done.

Companies have spent time and energy on IFRS2 but typically have not focussed on the associated deferred tax rules (IAS12).

IAS12 is generating some tricky questions - What do we need to do and how does this all work in a global context? What happens if we recharge? Do we actually claim a CT Deduction in all our locations?

This session will be an overview (including a case study) of: the interaction between accounting cost under IFRS2/FAS123R, IAS12 deferred tax accounting, actual cost and recharges and corporate deductibility; how to plan, manage and record these interactions in a global plan context in order to minimise pain and maximise deductibility.

Many countries are facing a pensions crisis - the working population is not saving enough for retirement. This presentation will show how share plans may be used to encourage and reward employees towards better pensions saving levels. Tax breaks in the UK now make transfers of shares from Share Incentive Plans (SIP) and Savings Related Share Option (SAYE) Plans into pension exceptionally tax efficient for employees.

However, added choice for the employee means more complexity for them and potentially more cost for the employer.  We will therefore look at communication issues and the potential cost of corporate sponsored services, but also areas where synergies exist in bringing the previously disparate benefit areas of pensions and share plans together in the same arena.

Pension shortfalls are a worldwide problem (fact) - share participation plans are popular (fact) - is this the Holy Grail for long term pension provision and better share plan participation?

The Society of Actuaries recently began a first-of-its-kind project to study the exercise behavior of stock option recipients. Learn how the study's findings on the expected life of stock options can impact your company's option valuation. Also, through the study's differentiation of exercise behaviors by type of employee and company, geographic location, and other characteristics, equity program designers will learn how to make better-educated decisions about share usage and distribution.

Panelists represent the consortium of data suppliers, the Society of Actuaries, the Task Force (to the SEC) on Option Valuation, and an issuing company that is a contributor to--and beneficiary of-- the study results.

While there has been a recent focus on the new U.S. deferred compensation rules, it is important to note the various non-U.S. rules on the subject. This case study will provide an overview of the deferred compensation rules applicable to equity and other incentive plans in a number of representative non-U.S. jurisdictions. The speakers will provide comments based on an example of an incentive bonus plan which permits participants in various countries to defer receipt of their bonus payment using restricted stock units. The session will continue by examining the basic requirements for deferring current taxation of these compensatory amounts in the various countries and reviewing current judicial and statutory guidance on deferred compensation. The session will conclude by offering practical pointers for companies seeking to replicate U.S. deferred compensation arrangements for employees outside of the United States.

A full coverage of the principal developments globally looking at: trends: impact of latest age discrimination rules in the EU and elsewhere; developments and security laws globally; and developments in exchange control globally.

Looking at key countries like: China, India, Russia, Brazil, Australia, and New Zealand which normally cause regulatory issues and other countries where we are aware there have been developments within the last few months.

In a world with a few common languages, the vocabulary of equity compensation plans is still in the infant stages of translation. While it is commonly thought that a lack of communication is one of the largest problems with equity programs, adding the variable of language increases the difficulty of the equation.

This panel will discuss how to successfully communicate complex concepts and rules across various language barriers. Panelists include professionals who have worked in several countries, worked at customer services centers or who have rolled out plans for participants using multiple languages.

Session 1: Advanced Expensing (.pdf - 113 KB)

Expensing of equity instruments is first and foremost a regulatory compliance issue. Expectations concerning what constitutes a reasonable and compliant valuation and P&L expense calculation have quickly reached a peak, with best-practices now forming. Through both an instructional and case study format, this presentation will cover some of the more advanced valuation and expensing issues companies should understand. Rather than focusing on the more esoteric aspects of valuation or expensing, we will focus on the more practical compliance issues of FAS 123R and IFRS 2.

Additionally, the presentation will be strategic by focusing on how companies can control the cost of their share-based plans. Many companies have approached this objective incorrectly, to the extent that they have called into question the auditability of their valuations or expense calculations. We will explore how companies can work to control the cost of their plans by pulling levers that do not tread on compliance issues.

Speaker: Fred Whittlesey, Compensation Venture Group (US)
Speaker: James R Beatty, CCP, PhD, SPHR, San Diego State University, (US)

“You know – you mull around about something for months and all of a sudden there it is and you don’t know what to do.” In 2005 there was continuing speculation about the impact of FAS123R. Data on “early adopters” was misleading, based on voluntary adopters. In the second half of 2005 some companies became subject to mandatory adoption, but over 70% of public companies in the US have a 31 December fiscal year end. Now we see the real impact on plan design. This research study shows that rather than a single trend or “best practice” companies have gone in one of five general directions with their equity compensation strategies and these are explained by specific strategic and financial variables - with accounting expense playing a relatively minor role. Extensive research began in 2005. This data will help companies revisit their reaction to expensing and gain an understanding of seemingly chaotic plan design trends.

This session will outline the change in approaches being taken by Senior Management at corporations as well as members of the Board of Directors at corporations (who participate on Compensation Committees) specifically pertaining to grants and awards of equity compensation. Generally, the session will cover how to deal with governance issues, ISS Procedures, institutional investor pressures, and the constant and continual legal and regulatory changes in the face of making annual equity awards. Potentially this would also address minimizing the legal risk in the decision making.

Remuneration Committees, their corporate governance role and the nexus with stakeholders - the UK/European experience:

Creating an Effective Committee - What is best practice?; Terms of reference; Composition; Meetings; Remuneration policies and effective benchmarking; Resources; Assessing effectiveness; Relationships with the executive Board and with Institutional Shareholders; Current and emerging issues.

Qualified Plans –

Pulling it All Together – Successful Implementation of LTIP Alternatives and Tax Strategies Requires Participation Across Functions – Tax, HR, Legal, Finance

This session will focus on the cultural, legal, regulatory and tax issues that companies must address when offering restricted stock and RSUs with Pacific Rim Countries. The information provided by the speakers will include the potential securities filing requirements, currency exchange restrictions, tax consequences and communication requirements. We will look at these issues from the perspective of offering the stock awards for the first time to vesting to the delivery of the shares. Share Plan practices in India with Design and Administration trends. We have done a survey recently that covers these subjects. The findings of the survey will be presented to the participants.

Also covered will be the regulatory environment including Tax, Securities laws and Foreign exchange laws, including issues / concerns of the overseas companies towards implementing a Plan in India.

Multinational share plans: how are your share plans dealt with and why?

Dual listed company - how they communicate at

• Grant
• Vesting
• Exercise and Dealing