Speaker: Kevin Daly, Goldman Sachs

Kevin Daly is a European Economist and Executive Director within the European economics team at Goldman Sachs. He joined the firm in December 2001 and his primary focus is on the UK and Swedish economies. He has also worked on a number of issues affecting the euro zone economy, including the euro zone’s potential growth rate and the ECB’s monetary policy strategy. In 2004, Kevin was awarded the Society of Business Economists’ Rybczynski Prize, for his paper “Has Euroland Performed
That Badly?” Kevin has also appeared as an expert witness before the House of Lords European Union Committee.

Speaker: Neil Sharpe, New Bridge Street Consult (UK)
Speaker: John Franklin, New Bridge Street Consult (UK)
Speaker: Ian Fraser, K&L Gates (formerly Kirkpatrick) (UK)
Speaker: Charles Smith, K&L Gates (formerly Kirkpatrick) (UK)
Speaker: Jonathan Ocker, Orrick, Herrington & Sutcliffe (US)
Speaker: Mathew Ronald, Linklaters (UK)

This will look at what tax-advantaged plans/features are available in Europe, the US and other major jurisdictions into which international share plans are commonly offered. It will compare how these plans or features compare with the common corporate objectives of international plans and how they can be accommodated within the umbrella of international plans. It will describe the technical requirements which need to be satisfied in order to implement the tax-advantaged plans. It will report on the intentions of any major countries to introduce new tax-advantaged plans or features at the time of the conference.

Speaker: Gary Dobbie, Royal Bank of Canada (Canada)
Speaker: Lindsey Doud, Royal Bank of Canada (UK)
Speaker: Michael Byron, Royal Bank of Canada (South Africa)

This session will include:

1. trends in compensation, including the gradual shift from fixed to variable pay and the increased emphasis on "pay at risk"
   
   
2. the RBC experience: as a global company with some 70,000 staff, the challenges it faces in the light of market trends, the international environment and diverse employee profiles; including the role of equity in the total compensation package
   
   
3. building on theme of "pay at risk" and the increasing complexities around total compensation, the crucial role of participant financial education.

The session will involve interactive features.

Speaker: Bill Dunn, PricewaterhouseCoopers (US)
Speaker: Bindu Culas, Linklaters (UK)
Speaker: Heiko Wiechers, CMS Hasche Sigle (Germany)
Speaker: Aimee Soodan, Seyfarth Shaw LLP (US)

How should companies grant options in compliance with the new FAS 123R and IFRS rules in light of previous backdating scandals and considering comments made by SEC and PRAOB, etc. In effect, this is a session that helps attendees understand what grant protocol will make them safe from accounting issues and public scrutiny.

Speaker: John Bagdonas, Computershare (US)
Speaker: Valerie Diamond, Baker & McKenzie (US)
Speaker: Rita Dickson, Oracle Corporation (US)
Speaker: Paul Ellerman, Herbert Smith LLP (US)

As organizations become increasingly global with their corporate and capital structures continuing to evolve in concert with their business strategies, many companies choose to undergo some type of corporate reorganization that may have an impact on their equity base. Whether the transaction is a merger, acquisition, spin-off, tender offer, etc., the impact for a publicly traded company and their shareholders can be significant – many reorganizations require some type of action or choice on behalf of a shareholder, and many times additional considerations must be given to employee participants of company share plans.

With these considerations in mind, individuals from Baker & McKenzie and Computershare will explore the impact and ramifications that corporate reorganizations can have on global share plans. Typical transactions will be examined with a specific focus on the consequences and viability of each from the perspectives of international securities law, taxation, labor law, employee reporting, and privacy issues.

For over twenty years, shareholders and their advisers have issued policy statements on executive and equity-based compensation. In both the US and UK, institutional shareholders, proxy advisors, labor unions, pension funds, and various watchdog groups have developed unique policy positions creating a landscape of inconsistent and often contradictory standards. This session describes and contrasts the major organizations in each nation, their policy positions and underlying philosophies, how national culture affects compensation culture, and the effects on equity plan design now and in the future. Attendees will hear summary and interpretation of the policy details behind the pay controversy including the reaction to the information revealed by the new SEC disclosure rules and how next year's policies may be influenced. Examples of specific policies and voting recommendations from firms such as ISS/RREV, ABI, NAPF, and others will be discussed.

Shell has over 15,000 employees in discretionary plans across 120 countries. Approximately 8,000 of these individuals are ex-pats on international assignment and each has a multi-jurisdiction tax liability. With two vesting events affecting all participants in the first half of 2007, the development of a tax withholding solution, capable of performing large numbers of simultaneous tax calculations, was a major priority. Working with Computershare and Deloitte, Shell has developed a compliant tax withholding solution which can cater for these huge demands. Consistent with an already-established participant experience, the solution provides a straight through web solution with calculations made at point of sale over multiple-stock classes. This enables participants to receive proceeds in any country and in any currency, on T+3. This session gives an overview of the significant logistical and technical challenges that were faced by the project team and how administrative and international tax expertise were utilised to overcome these challenges and provide the required results.

This session will cover the main types of plans we have seen offered into the UK by overseas clients and will comment on the practical and technical issues from the perspective of a non-UK company

An examination as to how cultural differences can affect the grant of stock options and how best to explain the benefits of equity awards to the local workforce internationally. Specifically, (1) Areas/Countries where there are cultural differences in different countries (2) How these issues can be approached by companies wishing to promote global equity ownership and (3) How to protect the parent company from acquired rights issues and litigation. Focussing on communicating effectively with employees (and employee organisations) and ensuring communications and plan roll outs respect and anticipate difference in culture and expectations.

Participants will receive the results from the 2007 Global Shares/Buck Consulting Global Stock Plan Administration Survey. This survey looks at practices and trends in the administration and support of global share plans. The survey focuses on such topics as software, outsourcing, stock plan metrics and training in the share plan department.

EBay and Applied Materials have had several acquisitions in the last year with global scope where options and RSUs were assumed. In this session, we will provide the plan administrator with 10 practical tips on preparing for and integration of acquired companies outside your home country. After a brief description of the acquisitions, topics covered will include:

• Due diligence – expect the unexpected, establishing relationships with business partners
• Cultural difference – managing diverse corporate and employee expectations, handling Works Councils requirements
• Plan assumption – determining if it’s a good idea, administering tax qualified plans
• Compliance issues – setting tax policies and rates, FMV calculations
• Employee Communications and Education – providing education in countries where equity is not widely used
• Vendor related tasks – challenges of having an out-sourced broker
• Special Issues – handling special agreements, customizing procedures

Country specific examples will be provided for acquisitions in Israel, Germany, and Estonia.

No place on Earth loves stock options quite like Silicon Valley, where an astounding one out of three households held options at the peak of the tech boom. Options have minted millionaires by the hundreds, inspiring workers to subsist on instant noodles, nap on cubicle cots, and vault across the street to join a start-up dangling options that might never pay off. And yet, options are blamed for out-of-balance pay scales, cubicle envy, manipulated earnings, accounting abuses, excessive pay, and now the backdating scandal – the most widespread corporate scandal in U.S. corporate history. Hear San Jose Mercury News business reporter, Mark Schwanhausser, outline how stock options became Silicon Valley’s unofficial currency – and why they will prevail for years to come.

Accenture and The Timken Company operate employee stock plans that enable employees to purchase shares traded on the New York Stock Exchange in 21 EU jurisdictions. Both companies took a proactive approach in monitoring the progress of the EU Prospectus Directive from its earliest phases until ultimately filing prospectuses in France and Germany in 2006. Representatives from both companies, together with their external lawyers, will give their perspectives on the Directive and discuss the issues that matter in practice, including: (i) the challenge of structuring share plans that fall outside the scope of the Directive; (ii) selection of a home member state; (iii) practical “tips” and “tricks”, especially when offering novel share plans in “difficult” EU jurisdictions; (iv) the factors to consider when weighing a prospectus filing against the alternatives; (v) and the “traps” involved in drafting, filing and passporting a prospectus.

In late 2006 Petro-Canada, a Canadian Oil company, decided to launch both a Share Incentive Plan (“SIP”) and a Share Purchase Plan (“SPP”). The SIP is a tax approved plan for UK employees and the SPP is an un-approved plan which enables employees in the UK, Germany and the Netherlands to purchase shares in Petro-Canada, using their net salary, on the NYSE and to have them held on their behalf. This session will look at the whole project from the Issuer point of view (both in Canada and London) as well as from the professional advisor and share plan administration provider. It will include the following:

• Issuer objectives in introducing a Share Incentive Plan & Share Purchase Plan
• Setting up the project team
• The process of drawing up plan rules to meet objectives
• Implementation process
• Plan launch - communication, presentations etc.
• Take-up statistics
• Lessons learned
• Thoughts for the future
  
  

Today’s share plans are complex global structures, with numerous mobile employees, many of whom are senior staff with large grants; which can mean large tax and social security responsibilities. Multinational companies like GlaxoSmithKline are looking for solutions that are right for them. This requires a solution that is flexible, scalable, and customisable.

Citigroup, in conjunction with Ernst & Young have worked together to meet GlaxoSmithKline’s global needs to provide a scalable solution for option & share based plans, which allows the company to customise how tax withholding is applied to participant transactions for different types of employee populations.

The presentation we are proposing will use GlaxoSmithKline as an example of how to approach this issue which global companies are facing in the marketplace. David Limb from GSK’s executive compensation practise, Ernst & Young and Citigroup will look to cover the following areas:

• Standard approach to tax withholding
  
• Various tax withholding methods available in the market
  
• GSK case study linking business need to available solution delivery
  
• Benefits of this solution
  
• Lessons learned
  
  

This session will compare and contrast different forms of share plans structure and comment on their suitability in meeting different commercial situations including multinational plans

High level discussion on how companies face key challenges. The session will be run similar to the EU prospectus directive panel in New York where there will be:

A brief introduction (by Janet Cooper) of about 10 minutes. We will then have six questions which we will address, these are indicated below. One or two of the panellists will address the issue in detail and then have lighter comments from the other panellists. The questions proposed are:

• One size fits all? or does your company localise plans, and why and any issues around that.
• Do you charge-back, and the reasons for the decision.
• Local regulatory compliance, is it centralised or delegated to the operating subsidiary, thoughts and considerations about this.
• One set of communications, or local variations?
• Is administration centralised, and is any aspect localised?
• What role do the local managers play?
  
  

What happens when your Company decides to change from stock options to RSU's? What are the implementation challenges with the exchange on a global basis? The discussion will focus on the tax technical, legal accounting and HR consideration that play into the analysis to provide a successful result. Members of Ernst & Young and CBS will share experiences and case study.

Speaker: Ed Burmeister, Baker & McKenzie (US)
Speaker: Robert Marshall, Baker & McKenzie (US)
Speaker: Barbara Klementz, Baker & McKenzie (US)
Speaker: Brian Ruff, Eli Lilly and Company (US)

Companies need to know the latest tax and legal changes affecting options, RS, RSUs and ESOO that have occurred since the last GEO Annual Conference, We will present an overview of these changes by region of the world, paying particular attention to the new rules in Italy and China, and providing insight into trends that are occurring regionally. We will give companies action items (organized by region) to ensure global compliance.

In today's global marketplace companies are competing for talent and businesses operating in developing countries are no exceptions. Attracting and retaining the best people in Africa was an important consideration for Celtel when it introduced its ESOP for all 7,500 employees across the 14 countries in which it operates. Celtel is a pan-African mobile operator serving more than 19 million customers across the continent. In this session we will discuss how Celtel implemented and introduced its ESOP. Despite a highly educated workforce, Celtel decided early on that an effective communication strategy was key to making the introduction of the plan a success. In this session, we will present the company’s remuneration policy in relation to the grant of the SARs, Celtel's communication strategy for the introduction of the plan and the (de)centralized administration of the plan.

In recent years there have been some examples of tailoring long-term incentive performance measures and even entire plan designs in order to fit a company's particular circumstances or strategic priorities. Nonetheless, UK practice in long-term incentives remains remarkably uniform, with few examples of innovation. Tom Gosling and Sean O'Hare will debate and present research evidence on whether long-term incentives are fulfilling their purpose for shareholders or executives, discussion circumstances in which they work particularly well, and consider whether there are situations in which companies should not have a separate long-term incentive plan.

To truly reap the outstanding opportunities and avoid high-risk pitfalls associated with equity compensation, companies are beginning to engage in a coordinated worldwide communication effort among all stakeholders, both internal and external, to ensure smooth implementation, delivery and regulatory compliance.

The presenters will also discuss how they managed the challenges associated with language barriers, cultural differences, varying degrees of stock ownership experience, as well as new regulatory communication challenges, such as the new US SEC disclosure rules.

An oft-stated purpose for equity compensation programs is to effectively tie employee interests with those of shareholders. Measuring the success of that objective is often difficult, as is clearly identifying the strategic purposes of an equity compensation program.

This session will examine the key strategic drivers behind an effective equity compensation program, including discussion of three primary questions:

1. How do you define the primary objectives of your equity compensation programs;
2. How do you know how well your programs are contributing to those objectives;
3. How different equity vehicles can be used to drive different desired employee behaviors.

Finally, the session will consider how objectives and equity compensation variables might differ by geography and how effective plan design can address the needs of specific geographic units as well as the organization as a whole.

The new accounting expense and greater shareholder scrutiny now have equity compensation plan sponsors asking, “What are we really getting out of these programs?” This workshop reveals findings of the Equity Compensation Effectiveness Survey, including:

1. How well employees understand how their equity compensation plan works
   
2. How employees see their potential financial gain from equity compensation
   
3. What factors lead employees to hold on to their shares after exercise
   
4. How equity compensation plans affect employee attitudes and turnover intentions
   
5. How employees balance current spending versus accumulating assets
   
6. How employees use equity compensation in their financial planning
7. Demographic characteristics of plan participants which influence plan design and communication efforts.
   
   

Sun Microsystems had a vision for an online, scalable self-service tool that would facilitate the use of common plan administration procedures worldwide while providing a single portal for all global employee transactions (e.g. online agreements, account records). This session covers the practical aspects of defining and implementing SPARTA. At the end of this session, attendees will have the tools to implement their own visions. Topics include:

• Creating structure around the vision – reviewing current processes and defining key improvements
  
• Evangelizing the vision – getting buy-in from management and internal business partners
  
• Obtaining senior management approval in a tight budget environment
  
• Creating and managing a project team – steps taken, challenges overcome
  
• Keeping management appraised of project status - methods used
  
• Lessons learned—what worked, what didn’t work and why
  
• Special challenges of working with an outsourced IT development team
  
  

As global business continues to evolve, one factor remains constant: corporate responsibility has to be taken seriously. Shareholders, the public and the media require that decisions made by a company relating to their global equity programs must demonstrate that they will enhance not only the bottom line but will pursue a path which reflects that they are a responsible company. Maintaining equity programs pursuant to good corporate governance is fundamental in this day and age. This session will discuss the various aspects of corporate governance that should be factored in with respect to maintaining a global equity program, including, maximizing corporate value, ethics, stock performance, decision transparency, independence of the Board and continual education and training. The session will highlight best practices for meeting corporate governance standards in both the US and the UK as well as the differences between how both countries approach this issue.

Logitech, a Swiss/US company, has a long history of granting equity-based compensation, going back to 1988. In 2006, Logitech decided to outsource its Stock Option/Share Plan administration; this presentation showcases the process for identifying the right outsource solution for a global company, implementation steps, as well as regulatory challenges.

Topics covered are plan administration, FAS123R financial accounting, financial reporting, plan governance, employee communications, and use of technology. The presentation will highlight Logitech’s experience in navigating the unique issues facing a dual-exchange company with employees in over 30 countries.

This session will describe the role of equity compensation plans within UBS’s total compensation framework, explain why and how UBS uses such plans and provide an overview of the major plans and their objectives, including shareholder alignment, pay for performance and other core objectives.  Other areas to be touched upon are a discussion of whether and how plan effectiveness can be measured, comparisons with market practice, how to ensure that the plans support strategic group and business objectives, as well as selected environmental and technical issues, which impact plan design.  Specific business requirements (e.g. the recruitment/retention in growing markets) or local regulatory or tax differences sometimes result in variations being made to the plans.  The challenges of incorporating country-specific variations while maintaining overall global consistency will be illustrated in more detail with regard to Equity Plus, UBS’s global voluntary equity compensation plan, which is being offered to over 70,000 employees in 45 locations.  We will highlight specific examples of and rationales for country modifications to accommodate tax or legal requirements as well as to enhance plan attractiveness among targeted employee populations.  In particular, the presentation will focus on plan delivery in the US, UK, Switzerland, France, as well as in emerging APAC markets.  Our marketing strategy and associated communication campaign will also be discussed.

U.S. stock option rules changed effective January 1, 2006 so that individuals exercising stock options will pay U.S. tax on at least the prorate amount corresponding to U.S. workdays between grant and vest. Many countries are developing their domestic legislation but some countries already require the allocation to be on the same basis which can lead to double taxation. The interplay with double tax treaties is not always clear. This session will cover the recent legislative developments in the area of mobile employee equity taxation, some of the pitfalls, and helpful hints to avoid traps in which the unwary may get caught. Also profile solutions clients have pursued in the way of implementing Bureau Service and GA Equity Awards.

What measures help management make value creating decisions and focus employees on value creation?

What is value creation and how do you assess what a "good" measure is?

Overview (including pros and cons)of popular and innovative financial and market measures (case study examples)

Thinking it through - what behaviours will different measures drive?

Checks and balances?

Presenters will share their experiences with administration of RSUs globally.  The primary focus of this session will be the challenges involved with successfully communicating and executing a broad-based, global (combined employee populations span 90+ countries) RSU vest from both an issuer and an advisor perspective.  Speakers will provide practical solutions to administrative issues based on real experiences.  Specific discussion to include partnering with tax, accounting and legal teams to identify and comply with international requirements, engaging locally to facilitate withholding and remittance, and communicating with employees both before and after a vest event.  Tips, best practice recommendations and lessons learned will be shared with attendees.

Session 1: Proving Local Choice is What Makes a Truly Global Plan

In 2006, HSBC re-launched Sharesave as a truly international all-employee share option plan in keeping with its brand as “The World’s Local Bank”. Options were denominated in four currencies - £sterling, HK$, US$ or euro - to eliminate foreign exchange risk for many employees. One year plans were introduced to recognise changing working practices and to encourage lower income employees to participate. Fixed interest rates were made universal to streamline administration by taking away the need to make up shortfalls.

Needless to say, such changes never go smoothly. Our GEO talk will be jointly presented by HSBC and HBOS and will focus on the thinking behind these changes, as well as the practical hurdles and developments, with an update on the radical approach taken in 2007. This is a talk about challenges, solutions - and most of all, results.

Speaker: Nicholas Greenacre, White & Case (UK)

This session would cover the major issues for companies to consider in relation to equity incentives when listing on LSE/AIM and NYSE/NASDAQ. We will look at some recent examples and compare and contrast the relevant legal and regulatory requirements and market practice on both sides of the Atlantic. We will describe and discuss the approaches taken by companies from various countries in terms of their own local requirements and those of the country in which they are being listed.

This session will describe the current regulatory and tax framework for share plans in China and outline the issues. We will then discuss the current compliance alternatives for both US and EU issuers (both public and privately-held).

One of our DLA Piper colleagues from China will join us on this panel to contribute additional insight and experiences.

A discussion of the challenges companies face in identifying and complying with reporting and/or tax withholding requirements related to global equity compensation.  This discussion will focus on the implications a company's decisions regarding plan optimization, intercompany recharge and plan administration can have on the local country compensation reporting and tax withholding obligations for non-U.S. plan participants.  This discussion will also highlight recent trends in satisfying withholding obligations in light of FAS123R and strategies for addressing non-compliance with prior year reporting and/or withholding obligations related to global equity compensation.

This session will be presented by individuals that have expertise in global equity matters through working with multinational companies on a daily basis. Country specific detail will be covered by the country representatives from China, India, France, and Germany, regarding Stock options, restricted stock awards and units including legal aspects (regulatory, data privacy, exchange control, employment law), tax effective award design, employee and employer tax implications, reporting and withholding requirements including discussion of payroll mechanics, corporate recharge and corporate deductibility. Discussion will include current trends and best practices based on experience the presenters have through working with multinational companies on a daily basis, as well as anticipated changes in tax legislation. This session will also include discussions related to cross border employees and the changing tax legislation in this area as well as positions taken by the tax authorities in this area and any audit activity.

Companies in Continental Europe have frequently used tradable options as a way to reward employees and align them with shareholders. U.S. multi-nationals have only recently begun to warm to transferable options as a means to deliver better retention than is possible with standard options, while, at the same time, managing accounting expense, controlling dilution and avoiding the “giveaway” problem of restricted stock. In early 2007, Google unveiled its “Liquid Options” program. This presentation will cover the SEC, tax, legal and administrative challenges with the Google program as well as data regarding participation levels. In addition, panelists will discuss other such programs and their global challenges.