TAX/ACCOUNTING/LEGAL SESSIONS:

Affordable Global Equity Compliance: How to Manage Your Company's Risk on a Tight Budget

With many companies still operating under a tight budget, the sky-rocketing cost to comply with tax and regulatory requirements for globally offered share-based pay programs can present an opportunity to generate savings by bringing in some tasks in-house. This panel of global equity compliance experts, including advisors and in-house stock plan professionals, will present a framework for how a multinational plan sponsor can achieve global equity plan compliance on a tight budget. Drawing from real life experiences, speakers will identify the compliance tasks that the plan sponsor can successfully complete internally, and introduce you to free and economical resources you can use to gain the basic and advanced international stock plan compliance know-how to work efficiently with internal and external stakeholders involved in the global equity compliance process. Speakers will also discuss how to recognize situations that warrant professional help from external tax and legal advisors, and the techniques for minimizing the tax/legal fees when working with outside advisors.

Mike Pewton, Managing Director, GlobalSharePlans.com (ES)
Kelly Geerts, Sr. Program Manager, Global Payroll Programs & Strategy, Apple Inc (US)
Peter Vassallo, Reward Director - Equity Plans, BP plc (UK)
Jewon Wee, Managing Director, ISP Advisors, LLC (US)

Carried Interest Structures: Developments and Taxation from an International Perspective

As a result of the current economic crisis and the negative publicity internationally related to carried interest structures,legislators and tax authorities are showing an increased interest in the often complicated individually designed equity based compensation schemes. New tax measures are introduced and performance criteria become mandatory. During this session, we will discuss the impact of new tax rules and regulations on existing carried interest structures and other individually designed equity based compensation schemes. In addition we will discuss current market trends how we see the future of these types of compensation.

Richard Sirus, Attorney, Greenberg Traurig, LLP (US)
Patrick Rietbroek, Attorney at Law and Tax Advisor, Greenberg Traurig, LLP (NL)

Coming Ashore: Bermuda to Ireland

Join Kate Lloyd and Jason Weakland of Accenture, Nick Hipwell of Clifford Chance and Ron Snitker of UBS Financial Services Inc. to hear about the legal, tax, administration and securities issues which this presented for a company which offers its share plans to over 170,000 employees in 52 countries.

Kate Lloyd, Global Share Plans Lead, Accenture (US)
Nick Hipwell, Attorney, Clifford Chance LLP (UK)
Jason Weakland, Sr Manager, Accenture (US)
Ron Snitker, Director, UBS (US)

Design and Implementation of Global Share Schemes for Multinational Companies: Issues that may surprise you

This session will address several issues from the perspective of Unilever, in the implementation of their global equity compensation programs. Key topics include: tax, securities and exchange control issues; age discrimination and employment law issues; sections 409A and 457A of the US Internal Revenue Code; and maintaining consistency on a global basis while still respecting local practices.

Zaitun Poonja, Partner, Morgan Lewis & Bockius LLP (US)
Mims Zabriskie, Partner, Morgan Lewis & Bockius (US)
Joan Kalmans, Director of Global Share Plan Management, Unilever (US)

Global ESPPs in 3 Steps: Legal, Tax and Administrative Considerations for Offering Broad-Based Plans Internationally

This session will focus on the various legal, tax and administrative considerations associated with offering participation in a traditional employee stock purchase plan to employees outside of the United States. The session will begin with a review of the reasons behind the increased use and popularity of global ESPPs by U.S. issuers. The speakers also will offer anecdotal comments on what Baker & McKenzie LLP is seeing with how U.S. issuers are offering global ESPPs to its employees outside of the United States. The session will continue by examining, in select countries, the various legal, tax and administrative issues raised by operating an ESPP in different regions of the world, including issues raised under local securities laws, exchange controls, and employment laws. As part of providing this local country commentary, the speakers will offer suggestions as to how to possibly structure ESPPs so to ensure favorable local tax treatment and to avoid or minimize certain burdensome local requirements. The session will conclude with anecdotal comments about one large U.S. multinational's experience in implementing a global ESPP in various countries around the world, including comments on employee communications and enrollment processes, payroll functions and currency conversion issues, and other noteworthy legal and tax issues arising in the context of the global rollout process.

Brian Wydajewski, Partner, Baker & McKenzie LLP (US)
Ed Burmeister, Partner, Baker & McKenzie LLP (US)
Jeremy Edwards, Partner, Baker & McKenzie LLP (UK)
Lori Manca, Senior Counsel, Life Technologies Corporation (US)

IFRS: A Lesson in Implementation

This session will consider the experiences of an 'early adopter' in IFRS implementation in the US. The presenatation will focus on the latest developments in IFRS adoption as it relates to stock-based compensation by leveraging a case study. We will highlight the lessons learned by a company that already adopted IFRS, and will provide perspectives on:
1) local statutory IFRS requirements in multiple foreign jurisdictions, and
2) the centralized plan administrative capabilities needed to execute both local and global compliance.

William Dunn, Partner, PricewaterhouseCoopers (US)
Jeff Hulsey, Charles Schwab (US)

Key International Developments

This expert panel will describe the most significant new developments affecting the taxation and/or regulatory compliance for your international equity plans all around the globe, such as the new Australian tax rules for equity awards and the new Notice 461 in China. Based on their insight from working with dozens of large multinational companies, the presenters will provide practical guidance on how to address these changes and share their experiences with regard to audit and enforcement activities. In these times of heightened scrutiny of corporate compliance, the panel will focus on helping companies avoid unnecessary risks and implement a clear action plan to tackle new restrictions and requirements. One of the panelists is a French lawyer and will provide updates on French law affecting equity awards as well as describe other special considerations for French companies.

Barbara Klementz, Partner, Baker & McKenzie LLP (US)
Jennifer Kirk, Partner, Baker & McKenzie LLP (US)
June Anne Burke, Partner, Baker & McKenzie LLP (US)
Agnes Charpenet, Partner, Baker & McKenzie LLP (FR)

Learning from Experience: New Requirements for Equity Compensation in the Post-credit-Crunch World

The environment in which global equity plans operate has been transformed over the last 18 months. Concerns over how the structure of bankers' pay encouraged short-termism and risk taking have overflowed into wider debates about how executive compensation (and in particular the equity compensation component) should be structured. "Claw-back", "accountability" and "risk management" are the watch-words of the moment. Around the world governments have sought to impose limitations primarily on bankers' pay, but in a manner which often impacts on executive compensation in general, both through new legal constraints and through creating an environment in which compensation cannot be perceived to be excessive. This presentation will address the main reforms which have been proposed or implemented in major countries across the world. Most of these requirements are not "new", in the sense that most have been operated in some countries for some time. For example, the proposed "say on pay" in the US has been operated successfully for a number of years in the UK and elsewhere. Equally, for senior employees to receive a substantial proportion of their compensation through deferred equity arrangements is a widespread established practice. This presentation will therefore draw lessons from experiences around the world to question whether new proposed reforms are likely to be successful.

Ann Moseley, Global Share Plans Coordinator, Allen & Overy (UK)
Christina Lee, Associate, Allen & Overy LLP (US)

Managing Total Compensation in an Economic Downturn: One Year On

This panel session includes experts spanning legal, consultancy, trustee and administration, and corporate perspectives. The session will be an update of the successful session from the 2009 conference in Paris. The panel will discuss the implications of the global credit crunch on international compensation packages, including the significant impact on share plan policies and practices and explain how approaches have developed in the past year. Plan design, legal, trustee and practical issues will be examined, with reference to specific client examples.

Nicholas Greenacre, Partner, White & Case LLP (UK)
Ed Graskamp, Fredrick W. Cook
Lindsey Doud, Director & Head of London Office, RBC cees (UK)
Laura Smith, Executive Compensation and Employee Ownership Director, STMicroeletronics (CH)

Mobility: It's Not Just a Global Discussion

With the current economic crisis and state budget deficits making headlines, states have a renewed focus on an important source of often missed revenue associated with mobile individuals who move between states at some point during the equity lifecycle. In conjunction with this effort, many states are implementing new higher income tax and withholding rates on supplemental income to cover these budget shortfalls. This session will provide an overview of how stock compensation is taxed at the state level, and will address various issues including cross border taxation, payroll, state tax credit, and a discussion on the practical issues associated with tracking this population and what companies can to do to ensure compliance with the increasingly changing state reporting and withholding rules.

Kate Forsyth, Tax Senior Manager, Deloitte (US)
Peter Simeonidis, Tax Senior Manager, Deloitte (US)

Red Light: Dealing with the IRS Enforcement Action

The Internal Revenue Service has recently announced the intent to increase enforcement regarding withholding and reporting obligations associated with paying non-US individuals for personal services performed in the US. This would include employees in the US for an extended business trip, a temporary assignement, or a permanent transfer. Any corproate tax examination of large and mid-sized busineses will automatically include a review of employer compliance with the withholding and reporting obligations.

Carol Rutlen, Partner, Rutlen Associates (US)
Michael Guerra, SVP Business Development, Equity Administration Solutions, Inc. (US)
Lori Nichols, Director, International Compliance Strategy and Policy, IRS (US)

Tackling Trailing Liabilities: What's Your Game Plan?

As taxing authorities sharpen their focus on generating revenue from incentive compensation awards, managing trailing global tax obligations is of growing concern by multinational employers. Your increasing reliance on a globally mobile workforce and the task of tracking and monitoring the associated trailing tax liabilities can be quite daunting. Join us for a discussion on the latest issues and best practices for effectively navigating through the sea of trailing tax complexities. This session will address some of the essential steps to getting your arms around the inherent challenges including: risk assessment, opportunity planning, teaming across functions and business case justification. We will walk through "real world" scenarios to provide practical approaches to assist you in addressing the issue with key stakeholders within your organizations.

Lucy Tavella, Senior Manager, KPMG LLP (US)
Leann Balbona, Senior Manager, KPMG LLP (US)
Julie Molloy, Global Tax Manager/International Assignment Services, Bank of America (US)

The Brave New World of Say on Pay

The new SEC proxy disclosure requirements and corporate governance changes will have a significant effect upon public company executive pay practices in the US. Congress' position to give shareholders an advisory vote on executve compensation will impose other restrictions on pay practices. This session will discuss many of the changes that will affect pay practices and the disclosure of those practices in 2010 and beyond.

Mary Samsa, Attorney, Seyfarth Shaw LLP (US)
Ana Rodriguez, SVP of HR, Molex Incorporated (US)
Ted Ginsburg, Senior Director, BDO Seidman, LLP (US)

UK Plans for non-UK Companies

Doing business in the UK can be a challenge for international firms not fully accustomed to the practices of British firms. This presentation will look at how non-UK companies can effectively implement and manage employee share plans within Great Britain, including a review of recent tax changes and making effective use of available tax-approved plans.

Judith Greaves, Partner, Pinsent Masons LLP (UK)
David Kilmartin, Head of Share Plans, Capita (UK)

What You Need to Know about Global Equity Compensation Plans

This session will focus on the legal and regulatory impact of offering equity compensation to a global workforce. You will learn about the securities, tax, labor, data privacy, and corporate governance requirements for global stock programs, including requirements for securities filings, segregated payroll deductions, collection and transfer of employee information across borders, financial intermediaries (broker/stock plan administrators), and works council codetermination rights. During this session, we will also discuss recent enforcement actions taken by various authorities worldwide against companies offering equity compensation to their employees and the factors that you should consider in assessing your company's exposure to these risks.

Jon F. Doyle, Partner, International Law Partners, LLP (US)

What you Need to Know about Say on Pay and Other Corporate Governance Related Initiatives

The United States is experiencing a time of great scrutiny and interest in executive compensation, with institutional investors, the SEC and Congress all clamoring to put in place new rules giving shareholders a "say on pay" and other rules aimed at promoting "good corporate governance". This panel will provide an update on the current state of the rules and where they believe things are headed, as well as the effect that these rules may have on executive and equity compensation programs. The panel will welcome participation from the audience with the hope for an open dialogue on these issues.

Christine McCarthy, Partner, Orrick, Herrington & Sutcliffe (US)
Jonathan Ocker, Chair/Partner, Orrick, Herrington & Sutcliffe (US)
Cimi Silverberg, Principal, Frederic W. Cook & Co., Inc. (US)
Katie Holahan, Executive Compensation & Benefits, Orbitz Worldwide, Inc. (US)

ADMINISTRATION SESSIONS:

A Global Share Purchase Plan: Lights, Camera, Action

Aventis Inc. introduced an ambitious global share purchase plan in 2000. The plan, which originally had elective leverage and non-leverage components, was rolled out in 26 countries, with many of the countries having very specific share registration and tax requirements. Also, because the plan was based on ordinary shares traded on the Paris Exchange, there were in the U.S. share conversion and currency conversion issues. The plan was updated with new programs launched in 2002 and 2003. In August 2004 (shortly following the 2000 program maturity), Sanofi-Synthelabo completed its merger with Aventis Inc. to form Sanofi-Aventis. The share purchase plan shares from the 2002 and 2003 programs were converted under terms of the merger. A new renamed program, "Action" was launched in 2005 with follow on programs in 2007 and expected in early 2010. This discussion looks at a number of practical lessons learned from the evolution of this program.

Stephanie Ceglia, Vice President - Strategic Integration, Solium Equity Consulting Services (US)
Andrew Genecki, Sr. Mgr. U.S. Compensation and Rewards, The sanofi-aventis Group (US

Building and Managing a Global Employee Stock Purchase Program

This session will review the creation of employee stock purchase plans across multiple jurisdictions, and address issues including plan philosophy, internal versus market fairness, dealing with local tax/securities issues, and dealing with the downturn. Panelists will review real life design and implementation issues faced by companies as they develop and launch Employee Stock Purchase Plans including internal design issues, shareholder approval, communication and administrative issues.

Brett Harsen, Vice President, Radford (US)
Heather Robinson, Compensation Manager, Fairchild Semiconductor (US)
Deborah Murai-House, Compensation Manager, Apple, Inc. (US)

Can You Build a Prius out of a Hummer? The Search for a More Efficient Options Administration System

Cargill, one of the world's largest private companies, was recently presented with an opportunity to develop a more efficient options administration process while enhancing the customer experience. During a period of less than one year, Cargill's team coordinated an RFP, transitioned to a new record keeper and administration platform, re-evaluated all aspects of their internal processes, and designed and launched a custom website for their participants. The efficiencies gained through this project, and the ability to leverage their new platform and website for future enhancements, has made for a successful project.Cargill will share their story, challenges, and lessons learned from re-engineering a process for efficiency and future enhancements. Organizations considering such a review may gain insights and useful suggestions from this presentation and discussion.

Patricia Boepple, SVP Global Client Operations, Global Shares (US)
Clinton Shoap, Equity Compensation Manager, Cargill (US)
Kathy Shega, Total Compensation, Cargill (US)
Michelle Engebretsen, Total Compensation, Cargill (US)

Effective Administration and Accounting for Option Exchange Programs

This case study will look into the process of implementing an option exchange program from an issuer's perspective. In the aftermath of the financial crisis, many companies will see the need to implement exchange programs. Learn from the experiences of multinational StepStone's option exchange program recently carried out. StepStone's exchange program was split in two; some employees were given the opportunity to exchange 2:1 options at a lower strike, and some employees were given the opportunity to exchange all outstanding options for a defined number of new options at a lower strike. The session will give insight into:
- Internal processes of StepStone
- Obtaining Board approval
- Determining parameters and impact of the exchange program
- Communication with eligible participants
- Accounting issues related to incremental expensing (modification) in accordance with IFRS-2
- How to work with your software provider to make the exchange run smoothly, both in regards to administration and accounting of the exchange programAn additional speaker may be added to cover the Accounting issues.

Finn Dahl, Chief Operating Offier, Norse Solutions AS (NO)
Martin Percival, Group HR Director, StepStone ASA (UK)
Renee Bomchill, Deloitte 

Experiences of Equity Compensation in China: Our Tales from the PRC

As more US and non-US multinational corporations move into the People's Republic of China, the need to comply with the SAFE regulations as laid out in Circular 78 is becoming more important than ever. This session looks at key challenges to a successful SAFE registration, including: corporate filings to SAFE (documents and translation); possible data requested by SAFE regulators for past China National activity in the stock plan; implementation of the Foreign Exchange Account; process flow for the funds to and from Foreign Exchange Account; unexpected difficulties or curve balls from regulators; and other issues. This panel will review the US withholding and reporting requiredments for equity awards to mobile employees, preparing for an IRS audit and practical implementation issues. The panelists will also emphasize common areas of exposure and recommendations on how to meet the compliance requirements under US law.

Matthew Connor, Vice President - Manager Implementation, Morgan Stanley Smith Barney (US)

Implementing a Payroll Process for Globally Mobile Employees: General Electric Case Study

Equity-based pay arrangements for globally mobile employees result in complex tax and payroll implications to organizations and their employees creating multi-jurisdictional tax compliance obligations and significant risks in the event of potential compliance failures. An increased focus by taxing authorities around the world, together with other significant developments in recent years affecting equity compensation requires that organizations take a proactive, systematic approach to managing these risks. GE has worked with Ernst & Young to implement a scalable solution to address its employer obligations for stock options and RSUs to its globally mobile workforce. This case study will review the tax, technical and process considerations in implementing an automated process for tracking internationally mobile employees and determining the applicable tax withholding obligations in each relevant jurisdiction.

Amit Banker, Senior Manager, Ernst & Young (US)
Michael Bussa, Partner, Ernst & Young LLP (US)
Theodore Sadlouskos Jr., Tax Director - Cross Border Issues, General Electric Company (US)
Ann Glackin, Global Equity Specialist, General Electric Company (US)

International Best Practices: A Collection of Practical Solutions to Real Global Stock Plan Problems

This panel will present a collection of useful technology and people solutions to real life problems that the panelists faced with in connection with the plan design, administration, and compliance aspects of globally offered stock plans. Examples of global and countries-specific challenges and solutions that the panelist will share include: overcoming worldwide participant data collection and payroll tax compliance challenges; understanding and managing currency-related issues; working with the Chinese entity and US broker to perform the activities needed to comply with China SAFE cash disbursement rules; dealing with various country-specific problems and changing regulatory landscape (e.g., UK non-discrimination laws, Denmark acquired rights issues, getting award agreements into compliance with 409A requirements in the US, India FBT rule change, etc.); and identifying and tracking mobile participants, developing policies and procedures for special handling of internationally mobile executives and dealing with trailing tax liabilities.

Jewon Wee, Managing Director, ISP Advisors, LLC (US)
Mitch Beaverson, Equity Consultant, Eli Lilly and Company (US)
Lisa Cummings, Senior Director of International Compensation, Wal-Mart Stores, Inc. (US)
Barbara Richley, Senior Manager of Product Management, E*TRADE Corporate Services, Inc. (US)

International Share Plan Experience

This session will review Serco's award winning plan (2009 GEO Awards) and will cover regulatory, communication, administration and all issues Serco faced in the implementation of their new all-employee plan. 48,000 employees in over 30 countries, across Europe, the Middle East, Asia Pacific and North America were invited to participate but all had their own challenges. This practical session will share advice sought and how challenges were overcome.

John Daughtrey, Senior Manager Global & Executive Plans, Equiniti (UK)
Emma Penn, Share Plans Manager, Serco (UK)

Plan Administration Sourcing: The DPDHL Story

In 2009, DPDHL introduced an International Share Matching Scheme for their corporate executives. Following the design of the new scheme, a project team was installed with the task of implementing the global rollout of a new administration system. Using a case study, this session will present the sourcing project to find the right solution and the right share plan provider. Topics to be covered include setup and organization of the sourcing project, description of methods and tools used, development of minimum requiredments, screening relevant service providers, understanding and evaluating different proposed solutions and competencies, and generating a fee schedule and negotiating pricing.

Constantin von Schönfels, VP Corporate Procurement, DPDHL (DE)
Andreas Schmalhofer, CAO Office, Allianz SE (DE)
Christopher Jereb, Project Manager, DPDHL (DE)

Traveling with Equity

This session will discuss the adminisrative challenges with tracking mobile employees, tax withholding issues, administrative issues with vendors, employee communications and lessons learned.

Julie Rumberger, Managing Director, PricewaterhouseCoopers LLP (US)
Lydia Terrill, Sr. Manager Equity Plans, Chordiant Software (US)
Berni Toy, Sr. Manager GSPS-International Compliance, Cisco Systems (US)
Jean Wong, Senior Manager, Global Stock Plan Services, Sun Microsystem (US)

DESIGN SESSIONS:

Conception to Implementation: Introducing a non-US equity plan into the US

This session wll discuss the process by which a major non-US corporation introduced a new equity plan for a global population, with particular focus on the requirements that had to be met for participants located in the US. The discussion will include key issues from initial design considerations through to SEC compliance, employee communications, implementation and administration, and more.The session will discuss the process by which a major non-US corporation introduced a new equity plan for a global population, with particular focus on the requirements that had to be met for participants located in the US.  The discussion will be divided into the following sections:
1. Initial conception of the design of the new plan
2. Consideration of design modifications to meet US requirements
3. SEC issues including registration
4. Drafting of appropriate plan rules and policy documents
5. Employee communications
6. Addressing s.409A , s.877 and s.162(m)
7. Implementation and administration
8. Q&A's

Peter Vassallo, Reward Director - Equity Plans, BP plc (UK)
Jane Klewin, Senior Attorney, BP America Inc. (US)
Patrick Hajovsky, Senior Attorney, BP America Inc. (US)

Freedom of Choice: Designing Equity Plans that Allow Employees to Select Investment Vehicles

This panel discussion will provide a review of the opportunity to increase the effectiveness of a company's long-term incentive plan by allowing the employees to select their own long-term incentive vehicles. By increasing this flexibility, companies can enhance the effectiveness of their programs without granting additional shares. Representatives from company's employing equity choice programs, including Qualcomm, Aon and Home Depot, will share their experiences and examine the benefits and drawbacks of such a program.

Ted Buyniski, Senior Vice President, Radford (US)
Jeremy Farmer, Aon
David Reichel, Qualcomm

Credit Suisse: a Case Study

Credit Suisse is a global financial services company with over 46,000 employee in over 100 different countries. This case study will cover the creation and implementation of innovative senior management compensation plans designed to meet the needs of an increasingly complex and challenging financial environment. We will review the main drivers behind the design features and also discuss the implementation and administration of the plans.

Marcelo Victoria, Director, Credit Suisse (CH)
Philip Halliday, Global Head of Executive Compensation, Credit Suisse (US)

Design of Global Compensation Program

Design of new global compensation program following merger of InBev and Anheuser-Busch creating largest world's largest brewer with 120,000 employees in 30 countries. Evaluation of prior programs and creation of new approach for annual incentive and long term incentive plans and innovative equity compensation design.

Michael Lackey, Managing Director, Total Rewards Strategies (US)
James Brickey, Vice President People, Anheuser-Busch InBev (US)

Key Developments & Trends in Global Equity Incentives

This session presents compensation directors' views on key issues arising this year and likely trends going forward. Panelits will address a variety of issues, including: the suitability of equity as a proper incentive for employees and executives; the ongoing role of the remuneration committee in developing global policy; key design features; risk management; and key trends coming forward.

Janet Cooper, Partner, Linklaters (UK)
Peter Haller, Sr Rewards Advisor, Credit Suisse (UK)
Dennis Paalman, Global Head, Compensation & Benefits, Royal Ahold
Allen Powley, Compensation Director, GSK (UK)

Philip Morris International - The Spin-off from Altria Group Inc.

This presentation will examine the actual experiences Philip Morris International went through during its recent spin-off from former parent Altria Group from both an issuer and service provider perspective. Issues to be considered include how the transition was managed, the resulting impact on stock plans, taxation and knowledge transfer issues. Also included in the discussion will be a look at the support provided by a key service provider, including dealing with a new database and resulting systems issues.
Part I - PMI
1) How it was handled
2) Impact on the stock based plans
3) Taxation issues
4) Knowledge transfer (challenges of becoming a public company)
Part II - UBS Financial Services Inc.
1) Setting up PMI as a new client
2) Setting up the new PMI database
3) System issues

Laurence Duc, Manager Global Processes, Philip Morris International (CH)
Doug Jones, Director, Head of Stock Plan Administration, UBS Financial Services (US)

Taking Charge of Corporate Actions: Plan Sponsor Case Studies

Corporate actions such as options exchanges, stock splits, mergers, acquisitions, and spin-offs are always challenging for administrators of global stock plans and have become even more complex for companies adopting complex restricted and performance awards or considering features such as holding restrictions. Panelists will describe their company's approach to managing corporate actions in the context of a global stock plan.

Barbara Wallace, Sr Director, Employee Stock Services, Oracle Corporation (US)
Mathew Roberts, Vice President, Financial Reporting, Fidelity Investments (US)
Matt Arnold, Director, Executive Compensation, Genworth Financial (US)

The Role of Equity in Risk-Balanced Compensation

In the aftermath of the financial crisis, the relationship between risk and compensation has become a key issue for companies to understand and assess. In particular, regulatory bodies and governance groups have published guidelines that ask companies to identify and address compensation program features that encourage excessive risk-taking. At their meeting in Pittsburgh in September, the G-20 leaders endorsed principles for sound compensation practices, many of which centered upon pay structure and risk alignment. The US Securities and Exchange Commission latest proposals call for all companies (not just those in financial services) to provide enhanced disclosure of the relationship of a company's overall compensation policies to risk.This session will examine the role of equity in compensation programs that appropriately balance risk and reward. With presenters from the US and UK, we will consider this topic from a global perspective. Specifically, the session will consider: the emerging view of pay and risk – guidance from around the world, and how companies have begun to respond; guidelines for developing appropriate risk-based compensation models, and the role of equity in a risk-balanced pay program.

James Matthews, Principal, Towers Perrin (US)
Damian Carnell, Principal, Towers Perrin (UK)

Variable Performance Targets for Options & Shares

Many companies are now attaching performance targets to employee equity awards and other long-term incentives. It's not easy to set targets three or more years in advance that are both stretching and achievable. Old Mutual plc was the first FTSE 100 company to set variable targets that change in line with global economic performance. This session outlines the issues companies may face and presents the Old Mutual solution.

Alan Judes, Managing Director, Strategic Remuneration (UK)

What Really Happened to Equity Compensation During the Great Recession?

Equity markets have made substantial gains from the lows of early 2009 but significant volatility continues. Many companies, paralyzed with uncertainty during the down-phase of the crisis, took unique and unprecedented actions during this period to balance the concerns of shareholders with the need to retain and engage employees. While option exchanges made some headlines, relatively few companies used this approach. It is difficult to ascertain what companies did do, however, as the diverse actions are not easily captured by traditional survey and proxy data tools. There is a fundamental question of whether the economic crisis was just another cyclical phase for equity, after which things will return to normal, or whether there is in fact a new normal emerging. In this session, data will be presented that indicates that any return to the old normal may be delayed and signs of a new normal have already appeared. This mix creates havoc with market data requiring a deeper look into the data, and the individual company situations underlying that data, to develop an answer to the question "what are other companies doing?"; a particularly difficult issue in the technology and biopharma sectors which are reliant on equity compensation as a key element of compensation strategy. A set of analytical tools for interpreting complex equity compensation market data will be presented and illustrated.

Fred Whittlesey, West Coast Executive Compensation Practice Leader, Hay Group (US)
Brian Ruff, Director - Global Compensation & Benefits, Eli Lilly and Company (US)
Brit Wittman, Director, Executive Compensation and Corporate, Intel Corporation (US)
John Cleveland, Senior Director Global Compensation, Seagate Technologies (US)

Presto ! Managing LTIPs in Italy

Managing global LTIPs plans is always a challenge, and in particular in a fast-changing environment like the Italian one where in addition to the common nightmares for HR people such as employees' multiple mobilities, withholding issues, IFRS standards... there is in addition a very specific regulatory framework. This session will adress some key points of managing such plans in Italy, followed by comments on the practical and operational issues raised by the current Italian law to foreign issuers thinking of rolling out a share compensation plan in Italy.

During the case study which will be presented by US based GILEAD, we will focus on the Italian regulations related to the duties, obligations and limits of offering and managing LTIPs to and for Italian employees and provide practical tips and solutions to other issuers thinking of deploying LTIPs plans in the Italy.

During this presentation, the speakers will provide their perspective on:
1. Legal framework and documentation for placement of LTIPs: key elements
2. The role of Italian Financial Intermediary through its own “financial advisors”
3. Enrolment procedures for ESPP and other incentive plans: possible solutions
4. Management of Italian lock-up periods and related tax treatment: how to minimise burdensome local requirements

Sandra Sussman - Director Stock Administration - Gilead Sciences (US)
Olivia Cattaneo – Head of Client Solutions - BNP Paribas Securities Services (Italy)
Stefano Bondioli – Sales & Relationship Manager - BNP Paribas Securities Services (Italy)

COMMUNICATION SESSIONS:

Participant Communication Panel Discussion

This panel discussion is anchored by past GEO Award winners in the areas of communication and financial education, including CBS (2008 GEO Award - Best in Financial Education), BAE Systems (2009 GEO Award - Best Plan Communication) and BT (2008 GEO Award - Best Plan Communiction). Each panel member is a truly global company that has demonstrated a commitment to extending share ownership throughout the workforce and communicating via a range of media appropriate for an international audience. Each panel member has a unique perspective on the challenges and rewards of communicating the benefits of share ownership to a new population, many of whom have no previous share ownership history. The session will include brief case studies by each member, followed by an open panel discussion on what does and doesn't work.

Jay Foley, Morgan Stanley Smith Batney (UK)

Effectively Managing Communications Around the World

Unique political, cultural and economic factors can impact the effectiveness of your plan communications. It is important to consider all of these factors when communicating the value of your equity plans to your global employee population. Whether you are communicating about taxation in France or an interest-bearing component of your ESPP in the Middle East or the decision to forgo equity awards in China, your communication plan must consider both the sensibilities of your audience and your plan goals. This session will examine challenges that specific countries and regions around the world may encounter and offer tips on overcoming these challenges. The audience will also hear first hand from a global issuer on their real-life experiences in managing plans around the globe.

Miriam Solomon, VP, Director of Marketing, BNY Mellon Shareowner and Employee Stock Plan Services (US)
Sheila Lyons, VP, Regional Manager, BNY Mellon (US)

Help Employees Get the Biggest Bang for Their (Buck, Euro, Yen, etc.): Effective Participant Communications

Employees often do not understand their equity compensation benefits, viewing any gain as found money rather than a part of their total benefits package. And language and cultural differences can exacerbate this knowledge gap. With many participants facing cuts in other benefits programs and plan sponsors more closely measuring the return on costly employee stock plans, improving participant knowledge of these important programs can increase the value being delivered to both employer and employee. This panel discussion will describe communications programs designed to address the unique challenges of educating global participant on their equity compensation programs.

Billy Vitense, Manager, Stock, Starbucks Coffee Company (US)
Michelle Lundquist, Communication Consultant, Fidelity Investments (US)
Kelly Geerts, Sr. Program Manager for Global Payroll Process and Strategy, Apple Inc. (US)

Internet, The Next Generation: Leveraging Web Tools in Stock Plans

It is now common practice to use the internet as a research tool and email as a static communication tool, so you might ask yourself, what is all the fuss about twitter, facebook, LinkedIn, google wave, and why should you care? The answer is collaboration, networking, and communication. Turns out that the newly emerging generation of internet tools can come in very handy for the upwardly mobile equity compensation professional, both for personal development and in helping to educate and collaborate with your staff and your participants on all things stock plan related. These new generation of internet tools allow you to stay in touch and work with a workforce that is no longer just located at a company's central headquarters.This session will present an overview of the various tools and sites and how to use them, provide examples of uses for networking, personal, and staff development, and discuss how these tools can be used for participant education and collaboration.

Elizabeth Dodge, Vice President, Product Management, Stock & Option Solutions, Inc. (US)
Dan Walter, President, Performensation Consulting (US)
Jeremy Wright, Chief Operating Officer, Two Step Software (US)
Edward Hauder, Senior Advisor, ExEquity (US)

Tipping the Scales: Finding the Right Balance for a Successful Global Communication Strategy

A well planned and effectively implemented communication strategy will lead employees to a greater understanding of the true benefit of their equity award programs, potentially increase the share ownership, align employee goals with shareholders, increase productivity for stock admin teams, and pave the way to legal compliance . So, how do you get your communications right? We will present a panel discussion with representatives from Akamai, Amazon, NVIDIA, Schwab and Orrick to discuss the collaboration of administrative, tax, legal and cultural aspects of successful stock plan communication strategies. We will look at lessons learned from issuers' successful communication programs. The session will cover: 1) finding a balance between effective communication and the time and resources needed to implement your communications strategy; 2) the benefits of employee communication and the risks of not communicating; 3) identifying your core internal and external communication team members; 4) implementing a communication strategy that takes into consideration corporate and global timing; 5) managing legal requirements and legal risks; 6) addressing privacy concerns and considerations in a global program; 7) measuring success of the communication program.

Suzie Bentley, Director - Stock Admin, Payroll, & 401(k), NVIDIA Corp. (US)
Inta Abele, Relationship Manager, Charles Schwab & Co. Inc. (US)
Laura Becking, Of Counsel, Orrick, Herrington & Sutcliffe LLP (US)
Daiva Dambrauskas, Manager - Communications & Compliance, Amazon.com (US)

OTHER SESSIONS:

Equity Compensation Never Sleeps at Citi

As one of the leading global banks, Citi offers a variety of equity compensation programs to its domestic and international employees in more than 90 countries, including stock options and deferred/restricted and stock awards. Citi centralizes the award administration internally, and has built a comprehensive data warehouse to manage the mobility of the awards, accounting and charge back process. The equity compensation environment has transformed significantly in the past 2 years, especially for emerging market countries. We will discuss how we have navigated through changes in tax withholding, securities law, foreign exchange rules and regulations, and the increased government role in compensation. We will provide examples of our experience with China and our interactions with the State Administration of Foreign Exchange (SAFE), India Fringe Benefit Tax, Australia’s legislation related to taxation of stock options and other countries in the Asia Pacific region.

Adie Leung, Director – Equity Compensation & Tax, Citi (CN)
David Wilson, Global Equity Coordinator, Citi (US)
Laine Joelson Cohen, Sr. Manager – Stock and Option Program, Citi (US)
James Hirsch, Associate General Counsel, Citi (US)

How and Why Companies Use All-employee Equity Plans

This discussion will present the findings of a unique global survey on how companies are using all-employee equity plans and how they intend to use them in the future. The survey was carried out during the summer of 2009 by Hewitt New Bridge Street, WorldatWork and PARC (the Performance and Reward Centre) and is based on responses from over 840 companies located throughout the world, together with selected case studies. We will also report on companies attitudes regarding their all-employee equity plans and how they value them in the face of the global economic downturn. We will also present the findings of Hewitt New Bridge Street's annual UK survey on the use of all-employee equity plans carried out in the autumn of 2009. This will show how UK companies have responded to the first year of the economic downturn and what their intentions are for the future. Finally, the session will consider the future of all-employee share plans in the light of the results from the surveys.

Neil Sharpe, Principal, Hewitt New Bridge Street (UK)
Ryan Johnson, Vice President, WorldatWork (US)

Maximizing the ROI on Executive Retirement Plans

During these unprecedented economic times, employers are under intense pressure to control expenses and optimize all investments. Executive retirement programs are no different from other investments in this regard, especially during this time of heightened scrutiny of all the elements of executive compensation. By reviewing executive programs with the same lens that is used for other business investments, this session can help organizations better support stakeholder expectations, more effectively align programs with current business needs, and maximize their return on investment.Focusing on the ROI for all investments including benefit programs is essential. Revalidating executive benefit objectives is especially critical now given the increased scrutiny on all forms of executive pay and the critical role that retirement benefits can play in the overall executive remuneration package. In many cases, the cost inefficiencies in the plan financing strategy alone can be significant. In today's economic climate, employers should not overlook the opportunity to ensure programs stay current with market practices, reduce costs where warranted, and promote executive behaviors consistent with employer and stakeholder needs.

Doug Frederick, Head of Executive Benefits Practice, Mercer (US)
Matt Leckrone, Principal, Mercer (US)

 

We would be interested in hearing what session topics you would find to be of value. Please send your suggestions, comments, etc., to Michael Bendorf at michael [dot] bendorf [at] globalequity [dot] org.

You may view previous conference presentations.

• 2009 conference presentations
• 2008 conference presentations