Davos 2013 - 14th Employee Equity Forum

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DAVOS 2013 14TH GLOBAL EMPLOYEE EQUITY FORUM

Tripping the Tightrope Balancing Performance and Reward in Employee Equity Davos, February 7&8 2013


World Centre for Employee Share Ownership Welcome to the 14th annual Global Employee Equity Forum! An all star line up of speakers is in place for the Centre’s 2013 Davos Global Employee Equity Forum. This two-day event highlights the latest developments in the international employee equity world. Delegates will be addressed by expert speakers from around the globe. The conference is accredited for 11 hours in the Law Society CPD programme.

Who should attend? Finance directors and their deputies, company secretaries and their staff, share scheme managers, bankers, HR professionals, share plan administrators, accountants, share/ stock plan consultants, remuneration specialists, share scheme lawyers and trustees.

Speakers: Accurate Equity Baker & McKenzie Capita Registrars Compensation Venture Group Inc Ernst & Young LLP Fox Rothschild LLP Global Share Plans Henderson Global Investors Imagination Technologies KPMG LLP MM&K Pett, Franklin & Co. LLP RBC cees Sanne Group Solium Capital UK Ltd Strategic Remuneration World Centre for Employee Share Ownership


14th Davos Global Employee Equity Forum CONFERENCE TIMETABLE

ATTENDANCE FEES Companies Members £535 Non-members £665

Wednesday February 6 20:30

Pre-conference dinner in Davos restaurant

Service Providers Members £905 Non-members £1425

Thursday February 7 08:30

Conference opens Steigenberger Belvedere Hotel

13:00

Lunch and break

NB: There is no sales tax chargeable on this event --HOW TO BOOK?

17:45

Conference session

19:15

Cocktail party

21:00

Delegates choose informal dining groups

Friday February 8 08:45

Conference re-opens

13:00

Lunch and conference closure

Write to Fred Hackworth: fhackworth@esopcentre.com with copy to: esop@esopcentre.com The booking form can be found on the last page of this brochure. All fees quoted buy the Centre’s accommodation + conference package. Any delegate wanting to attend on a day basis only—without accommodation—should consult Fred Hackworth Phone inquiries: +44 (0) 20 7239 4970

Brochure sponsors:

Patrick Jones Partner +44 (0) 1534 818 390 pjones@applebyglobal.com

Brendan Dowling Client Director +44 (0) 1534 818 484 bdowling@applebyglobal.com

Kevin Lim, Associate Director +44 (0) 8000 566 550 cees@rbc.com www.rbccees.com


World Centre for Employee Share Ownership Conference Programme WELCOME AND INTRODUCTION

EXECUTIVE REWARD

Lobbying for wider employee ownership – what’s at stake?

Delegates’ open debate:

• Employee share ownership and employee ownership: what’s the difference? • Wider employee share ownership in midrange quoted companies • Is the UK government doing enough? Lobbying and what’s at stake

Malcolm Hurlston CBE, chairman, ESOP Centre

• How do we best balance risk and reward in

executive remuneration strategy? • How can we encourage better take-up of employee share ownership in smaller and mid-size quoted companies? • Is employee majority ownership (control) the best answer for smaller companies? • Other issues raised by delegates

Moderated by Fred Hackworth International Director, ESOP Centre

EXECUTIVE REWARD Executive compensation and occupational pensions in Switzerland How will binding shareholder votes on remuneration reports influence reward strategies? • The Coalition Government’s planned legislation • What will remuneration committees have to do? • How will executive reward consultants react?

• • •

Kevin Lim, Associate Director, RBC Cees Michael Sterchi, Tax Partner & Head of Equity Compensation, KPMG Switzerland

Alan Judes, MD, Strategic Remuneration Performance plans in current US compensation practice •

• • • •

How common are performance plans in US executive compensation – differences between large vs. small/mid-cap companies? What are the main types (models) of performance plan now in use? How are these plans viewed within corporate governance and the regulatory frameworks? What are the key issues for advisers in this context vis-à-vis boards of directors? Are performance plans an incentive or a pay delivery vehicle?

Fred Whittlesey, Principal Consultant, Compensation Venture Group Inc

Trends in executive compensation in Switzerland Structuring executive compensation arrangements in Switzerland The importance of pensions as part of executive compensation packages in Switzerland

ADMINISTRATION & STRATEGY

Employee share schemes in an age of austerity: what to do; what to consider and what to avoid • • •

What economies can sensibly be made in share scheme costs? What opportunities arise in an age of austerity? What you can and should do about underperforming plans?

Jeremy Mindell, Senior Reward & Tax Manager, Henderson Global Investors


14th Davos Global Employee Equity Forum Conference Programme ADMINISTRATION & STRATEGY

TAX ISSUES

M&A and the art of equity compensation accounting and administration

Making sense of equity compensation tax traps facing highly mobile employees and their employers

• •

Major components of a merger or acquisition that impact equity compensation: governance and regulatory, accounting and disclosure Common practices that create challenges and possible solutions: examples, employee communication and accounting issues Administration challenges Case Studies

Stuart Bailey, Managing Director Accurate Equity •

Increasing your international employee equity take up • • •

What is the benchmark take up international plans? (by country / by plan) How to achieve/increase this? Case study take ups 2012/13

Michael Bussa,Tax Partner, Ernst & Young, New York office

for

Mike Pewton, CEO GlobalSharePlans

Mobility challenges in global plans • • •

TAX ISSUES Update on the US Foreign Account Tax Compliance Act (FATCA) • • • •

Tax issues affecting employees working/ travelling cross-border with equity compensation, including recommendations regarding leading practices to manage these issues. Tax authorities are taking a pro-active approach to introducing tax legislation directly affecting this employee group, as well as stepping up enforcement and audit activity Corporate tax planning for global equity compensation programmes including recommendations to adopt processes within the organization to capture corporate tax benefits

When does FATCA go live and where have the inter-governmental negotiations got to? As it stands: who is exempt and who isn’t? What are the implications for EU based plan administrators and corporations? Anything else worrying in the woodshed?

Justin Cooper, Chief Operating Officer, Capita Registrars

Real time expectations for tax liabilities Global expense allocation (IFRS and ASC 718) with recharge requirements Risk mitigation

Don Drybrough, VP Corporate Solutions, Solium Capital UK Ltd

TRUSTEES Trustee panel The panel will discuss topical matters for trustees and companies, with open forum Q&A. Trustee panelists: Brendan Dowling, Appleby Global; Grant Barbour, Bedell Group; Kevin Lim, RBC cees; & Mark Healy, Volaw.

Chaired by Peter Mossop, Director of Executive Incentives, Sanne Group


14th Davos Global Employee Equity Forum Conference Programme CASE STUDY: Imagination Technologies Share plans & performance in a growing high tech company • • • • •

Types of employee equity plans now in use and take-up rates Tax efficient plan vested and was successful should other listed companies copy it? Performance links and pay-off in terms of productivity, staff loyalty and engagement The Government's shares for rights plan - will it work, will we use it? Ministers should consult the share scheme industry about alternatives

Tony Llewellyn and Lauren Brown, Imagination Technologies

CASE STUDY: An employee stock ownership plan: a US success story •

ESOPs are an often overlooked exit strategy for closely held US businesses, as they benefit both the selling shareholders and the employees US tax laws provide powerful incentives for shareholders and companies that utilize the ESOP technique. 100 percent ESOP owned companies can legally operate as tax exempt companies for the benefit of the ESOP participants How a closely held company more than tripled its enterprise value during an eightyear period as an ESOP and was ultimately sold to an international strategic buyer

Harvey M Katz, co-chair of the Employee Benefits & Compensation Practice Group, Fox Rothschild LLP

SPOTLIGHTS: UK, FRANCE AND EU Update on the two employee share plan reviews launched by the UK Government’s Office of Tax Simplification • • •

Michael Landon, Executive Compensation Director, MM&K

Recent decisions of the UK courts relating to the avoidance of tax on employee share and other benefits • What is tax avoidance? – UBS and Deutsche Bank cases • Using employee trusts to avoid tax on bonuses – Glasgow Rangers case • Is HMRC correct in its published view of the law? • Taxation of dividends on employees’ shares – PA Holdings case • Was NICs payable on all trust contributions? – Aberdeen Asset Management case

David Pett, Partner, Pett, Franklin & Co. LLP

European governments, led by France, are stepping up the tax attack on employee equity awards • • •

* The organisers reserve the right to change elements of the programme if necessary.

Government’s proposals for tax-advantaged share plans OTS’s recommendations on unapproved plans Implications for companies

Which other EEC member states are taking their cue from France? How large and extensive are the tax increases being levied? What are the likely impacts on multinational plan sponsors and on their executive and broad based equity awards?

Alasdair Friend, Senior Associate, Baker & McKenzie LLP


World Centre for Employee Share Ownership Steigenberger Belvedere GrandHotel Stylish and legendary; the Steigenberger Grandhotel Belvedere combines the traditional charm of a grand hotel with exclusive modern comfort. The hotel is centrally located in Davos Platz: here global leaders meet every year during the World Economic Forum, which takes place immediately before the ESOP Centre’s seminar. The Steigenberger Belvedere is also the ideal location to take advantage of all winter sport options and to enjoy Davos at its best. The package deal bednights in the Belvedere will be Feb 6 & 7. Delegates wanting to keep their rooms over the weekend can do so at the same discounted prices as the Centre pays the hotel, subject to availability.

Off Piste PRE-CONFERENCE DINNER: By tradition on Wednesday evening, the Centre organises an optional informal dinner for delegates. Those who wish to take part gather in the foyer of the Belvedere Hotel around 2030 hrs and then the group moves off to a Davos restaurant. Typically, such dinners cost around GBP50 for a three course meal . COCKTAIL PARTY: The conference cocktail party takes place early on Thursday evening at the Belvedere Hotel (partners welcome). SKIING: The programme includes two extended afternoon breaks on Thursday and Friday, so that keen skiers can hit the slopes after the morning sessions. A packed lunch alternative is available on both days. EXCURSIONS: Information on walks and tours in the area is available at the concierge’s desk in reception. Partners and friends of delegates can meet to plan joint activities during conference days.


14th Davos Global Employee Equity Forum Travel & Accommodation The Package Deal

Travel

The package deal comprises: entrance to all conference sessions, refreshment breaks, set of bound conference papers, two nights accommodation, on a half-board basis, full breakfast buffet both days, two lunches and invitation (partners welcome) to the conference cocktail party, but not travel costs. No sales tax is payable for this event. Delegates wanting to keep their rooms over the weekend can do so at the discounted prices the Centre negotiates with the hotel.

Delegates are responsible for their own travel arrangements. The hub airport is Zurich, which is well-served by many airlines. The Centre’s preferred carrier is member BA see www.ba.com for the latest offers. Davos is two hours travel time from Zurich. For car hire see www.hertz.com or www.avis.com or www.holidayautos.co.uk . For train timetables, prices and information, see the SBB website: www.sbb.ch .

About the Centre The World Centre for Employee Share Ownership is the sister organisation of the UK-based Employee Share Ownership Centre, whose membership consists of share plan advisers, trustees and plan user companies. As interest in employee ownership grew, it was suggested that the Centre move onto the global stage - to help meet the new and complex equity pay plan needs of multinational companies. The aim of the Centre is to study and to promote employee share ownership internationally, with a particular interest in multinational companies who wish to offer share ownership to employees in many countries. The Centre works with the European Commission, the European Economic and Social Committee, trades unions and employers’ organisations to communicate, educate and inform on all key aspects of employee share ownership.

For 20+ years the World Centre has held summer conferences about employee share ownership plans. The first World equity pay forum was held at Davos in 2000 and was an immediate success. Our conferences have become a leading forum for the exchange of ideas and information among experts in this sector. These events have maintained their high reputation among both practitioners and plan issuers by addressing the most topical issues in the equity pay plan world, without shirking the technical detail. Become a member: join the Centre to enjoy discounted rates at events and many other benefits. Annual membership is just £125 for unquoted companies or £550 for quoted; £875 for service provider firms or £425 if they have less than 5 fee earners. Contact us at esop@esopcentre.com or call +44 (0)207 239 4971

The ESOP Centre Limited | www.esopcentre.com 65 Kings Cross Road WC1X 9LW | Tel +44 (0)20 7239 4971 | Fax +44 (0)808 280 1938


World Centre for Employee Share Ownership DAVOS 2013 BOOKING FORM The World Centre for Employee Share Ownership returns to Davos for the fourteenth consecutive year for its Global Employee Equity Forum. Share scheme experts from around the world will update delegates on the latest developments in the employee equity sector. **All delegate prices include two nights’ half-board accommodation at the five-star Belvedere hotel, lunches and refreshments during the conference and entrance to the cocktail party.** To reserve your place, please complete this form and: -> send to: ESOP Centre, Phoenix Yard, 65 Kings Cross Road, London WC1X 9LW or email: fhackworth@esopcentre.com with copy to esop@esopcentre.com. ->

YOUR DETAILS Company Name: ____________________________________________________ Contact Person: _____________________________________________________ Address:____________________________________________________________ ___________________________________________________________________ ___________________________________________________________________ ___________________________________________________________________ Telephone: _________________________________________________________ E-mail: _____________________________________________________________ 1st delegate name:___________________________________________________ 2nd delegate name: __________________________________________________

Terms & Conditions:

PLEASE FILL IN:

Reserve me___ Member places

Reserve me ___ Non-member places

Share plan Share plan issuer practitioner

Booking: Once we receive your completed form we will email you to confirm receipt of your reservation. Bookings will be confirmed when payment is received.

Cancellation policy:

£535

£905

£665

£1,425

Due to the financial obligations incurred by the Esop Centre, our refunds for cancelled Davos conference registrations are: § 90% - by October 14 2012 (10% covers admin charges) § 75% - between October 15 and November 7 2012 § 40% - between November 8 and December 25 2012 § None - after December 26 (you have the option of substituting a person from your organisation to attend in your place)

Payment: Once we receive your booking form we will issue and invoice for the total cost of your booking. No VAT is payable on any tickets for this event.


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