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Concurrent Sessions - Block 8
Friday, 16 April
1:15 - 2:15 pm

Session 8.1
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)

Session 8.2
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)

Session 8.3
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)

Session 8.4
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)

Session 8.5
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)