EMPLOYEE & EXECUTIVE SHARE PLANS

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1 PERFORMANCE & REWARD MANAGEMENT EMPLOYEE & EXECUTIVE SHARE PLANS BAHRAIN BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBLIN GUERNSEY HONG KONG JERSEY LONDON LUXEMBOURG NEW YORK TOKYO ELIAN.COM

2 1 CONTENTS EMPLOYEE MOTIVATION STRUCTURES 2 THE EXPERTISE YOU NEED 6 NEW TECHNOLOGY 7 CONTACT US 8 LOCATIONS ACROSS THE GLOBE BAHRAIN BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBLIN GUERNSEY HONG KONG JERSEY LONDON LUXEMBOURG NEW YORK TOKYO ELIAN.COM 1

3 SPECIALISTS IN EMPLOYEE MOTIVATION STRUCTURES MOTIVATING, REWARDING AND RETAINING EMPLOYEES AND ATTRACTING NEW HIGH-PROFILE EXECUTIVES REQUIRES A WELL-STRUCTURED, TAX-EFFICIENT AND EFFECTIVELY ADMINISTERED REMUNERATION PACKAGE The world of executive remuneration and the combination of cash and share-based incentives is ever under the spotlight. Effective share-based incentive plans should be designed to align the activities of executives and employees with the requirements of the company s shareholders, meeting their quantum and corporate performance expectations. Share plans should also be designed to benefit from any tax advantages available to both employer and employees. You need to be aware of what products are in the market place and have access to experienced advisors, administrators and trustees the professionals who actively manage the risks and rewards associated with the set-up and ongoing operation of share plans. Here we highlight the variety of share plans available and illustrate how they can be tailored to meet specific requirements. EXECUTIVE SHARE PLANS At a senior level, the majority of equity-based rewards are available under unapproved plans. While these structures are not subject to caps on value, rewards are typically subject to UK income tax and National Insurance charges, and they must be designed with the shareholders or other regulatory bodies needs and expectations in mind. The range of share plans commonly considered by companies for their executives and employees includes: Long Term Incentive Plan (Performance/Restricted Share Plan) Under this plan, an executive is generally granted an award of shares that vest after a restricted period typically three years subject to the achievement of pre-determined financial performance targets. The executive pays no price for the shares, but any value is subject to UK income tax and National Insurance on vesting. Executive Share Option Plan Executives may be granted an option to acquire a specified number of shares after a pre-determined date, typically three years from grant. The purchase price per share is normally the market value at the date of grant, and the extent to which that option becomes exercisable is often subject to the achievement of performance targets. Any gain made on the exercise of the option is subject to UK income tax and National Insurance. 2 ELIAN.COM 3

4 Deferred Bonus Plan Under this plan, an executive may be invited (or required) to defer part or all of his or her annual cash bonus into company shares. These are held in a trust for three years, and may be matched with additional shares subject to the achievement of performance targets. Jointly Owned Equity Plan Under this structure, selected employees are invited to subscribe or purchase shares in the employing company jointly with the trustee of an offshore employee benefit trust. The joint interest entitles the employee to any growth in the value of the shares above a set hurdle. As with the plans above, this plan can be designed to include restrictions and forfeiture criteria, as well as demanding performance targets. A key benefit for the executive is that any growth in value of the shares at release is subject to UK capital gains tax treatment, rather than UK income tax. Growth Shares Under this structure, employees are able to participate in the future growth in value of the company above a set threshold by acquiring a specific class of growth share. Importantly, this growth in value should be subject to capital gains tax rather than income tax. The share awards form part of the share capital of the company, typically carrying the same rights as other ordinary shares albeit they vary participation value tranches. Trusts are sometimes used in conjunction with these share awards to provide a warehouse and market for the plan shares. The correct valuation and price paid by the employees for the shares is vital to the operation of the plan. Phantom Plan This is a cash plan mirroring the type of executive share plan adopted by the company. Any cash paid out under the plan reflects the payout that would have arisen under the share plan. Such a plan may be used where legal, regulatory or other restrictions prevent the use of shares in a particular jurisdiction. The plan still successfully aligns the executives interests with those of shareholders. SIPs are flexible in how they are implemented with employers choosing to offer free shares, partnership shares or matching shares within the annual allowance. Dividends earned are reinvested to further augment the tax free value invested in shares. The key benefits brought to clients by Elian for SIP services are: state of the art, configurable plan administration platform straight-through share dealing from online instruction to broker and custodian the benefit of Elian s leading trustee experience across the globe brought to the UK the ability to have onshore and offshore incentive plans with a single trustee service provider EMPLOYEE BENEFIT TRUSTS Executive share plans are usually operated in conjunction with an offshore Employee Benefit Trust (EBT) that s established and funded by the employing company. It s the trustee s duty to act in the best interests of the employees (and exemployees) who are beneficiaries under the EBT. The EBT fulfils a number of functions depending on the plan structure, the stage in its lifecycle and the employing company s structure. It can be funded by the company to acquire shares for hedging the company s exposure to its own share price, prior to awards vesting and/or options being exercised. It can also assist in creating a market for a private company s shares, or if there s an illiquid market in a listed company s shares. A central service provided by the trustee of an EBT is the day-to-day administration of the plan, dealing with key company contacts as well as directly with the plan s participants. A well-drafted EBT deed will allow for multiple plans to be managed through a single trust arrangement. UK All Employee Plans The SIP is the most tax effective all employee share plan package available to employees in the UK. The plan affords employees the opportunity to purchase 9,000 worth of shares each year in their employer company without incurring income tax, national insurance or capital gains tax if shares are held for the five year minimum holding period. 4 ELIAN.COM 5

5 THE EXPERTISE YOU NEED NEW TECHNOLOGY FOR GREATER EFFICIENCY WITH THE RELEVANT EXPERTISE AND EXPERIENCE, EMPLOYEE AND EXECUTIVE SHARE PLANS CAN BE TAILORED TO MEET YOUR SPECIFIC FINANCIAL AND INCENTIVE NEEDS IN A FAST-MOVING WORLD, WE RE COMMITTED TO HARNESSING NEW TECHNOLOGY IN OUR RELENTLESS DRIVE TO SERVE OUR CLIENTS EVER MORE EFFICIENTLY A crucial element of effective remuneration planning is the use of experienced advisors together with professional, independent trustees and administrators that can deliver the service excellence that successful plans demand. Our Share Awards team For incentive plans that benefit employees and executives, we set the standard in ongoing trustee and administration services. From project managing the plan implementation to assisting in the practical design of the arrangement, we equip our clients with best-of-breed solutions customised to meet every requirement. Our global service line reaches from Jersey, Guernsey, Hong Kong, Bahrain, Tokyo and the BVI to Cayman, Dublin, Luxembourg and London. It s this reach that not only allows our clients to talk to us in their own time zone, but also ensures consistent good governance, best practice and quality of service across multiple jurisdictions and time zones. It also means we can create innovative solutions for clients with an international profile. Our IT strategy focuses on state-of-the-art developments, supported by proactive new investment 20% of our profits are re-invested in IT and infrastructure every year. We ensure our clients benefit from the latest innovations. Our centralised, robust and reliable IT solutions give us the platform to remain at the forefront of online solutions, technological advancements, delivery automation and integrated information. Driven by client requirements, business strategy, regulatory requirements, system enhancements and business opportunities, our team of specialist IT professionals identify and deliver strategic change across the business. The benefits of this ongoing investment in technology include: Always-on, reliable communications between our global offices First class reporting and administration capabilities Robust business continuity plans The participant facing portal is highly customisable. Companies are able to present data to their employees in a manner that suits them and apply their own branding and format. Key features Real time 24/7 access to share award plan information Immediate access to produce and download a variety of reports Initiate transactions Set up plan registrations Nominee services, for example AGM voting Document sharing regarding plan documents Tracking of all activity and transactions relating to the share plan Model future transactions, for example sell to cover tax calculations Direct messaging and communication of tasks between administrators and participants Greater flexibility in terms of the type of plans administered Share Awards The Share Awards system enables us to accurately and effectively manage share-based employee incentive plans and the associated participant awards. Operating data security at ISO accreditation level, it s a leading administration and online portal system that s tried and tested across multiple jurisdictions, plans and currencies. 6 ELIAN.COM 7

6 CONTACT US Tania Bearryman Global Service Line Head, Group Director Jersey D: Shane Hugill Share Awards Associate Director Jersey D: Laura Butler Share Awards Manager Jersey D:

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