Computershare Plan Managers - Client Training & Education Call

Transcription

1 Computershare Plan Managers - Client Training & Education Call Tapestry Compliance LLP Legal & Tax Updates for International Share Plans 9 July 2013

2 Computershare Plan Managers 1,700 employee share plan clients globally, with more than 3 million accounts, 20 of which are DJSTOXX 50 and 55 of FTSE100 Trading on more than 17 exchanges globally Our Employee Plans business has more than 1,000 staff worldwide Offices in Barcelona, Bristol, Copenhagen, Dublin, Halifax, Jersey, London, Milan, Munich, New York, San Francisco and Stockholm Our client facing staff have on average, more than 10 years experience in administering share plans Global Employee Plans Purchase & Saving Plans Share Option plans Share based plans (RS / PSP / Bonus deferral plans) Cash Plans Country specific, qualified Employee Plans UK (SIP & SAYE) US (423 plans) Australia (Exempt & Deferred plans)

3 Computershare Plan Managers Client Training & Education Calls Global Experience As the largest share plan administrator in the world, we plan to host monthly webinars to share information on the administration of global share plans. Sessions will be hosted by experts from Computershare as well as outside experts from legal, tax, regulatory and plan design and communications areas. All calls will be recorded and available for future use. We will also look to make the presentations available on our the Issuer Online portal so that you and your staff will have continued access for future reference and training. Future Events If you have any suggestions for future sessions or general feedback, please let us know by contacting your Client Manager. Potential future sessions: IFRS Reporting Tax & Regulatory Updates Employee Communications Implementing a Global Share Purchase Plan

4 Legal and tax update for international share plans July 2013 Janet Cooper Anne Croft Bob Grayson Tapestry Compliance LLP

5 About Tapestry Janet Cooper Janet, with over 25 years experience, advises some of the world s best companies on executive remuneration, their global share plans and corporate governance. Janet is a Fellow of the CIPD and VP of the CIPD Panel on Reward, she advises AFME s remuneration working group, she is also VP of GEO and on the advisory board of ifsproshare and founder of the UK s only professionally recognised course on share plans, the ICSA Certificate in Employee Share Plans. Janet is a keen supporter of human rights. She is the Vice Chair of the UK board of UNWomen, the United Nations entity for gender equality, and is on the Board of Roehampton University. Anne Croft Anne is an expert employee share plans and employment tax lawyer. She has advised many global companies across all sectors. Anne is a recognised leader in her field of share plans and has contributed to our industry for many years on working groups including for ifsproshare. Bob Grayson - Bob leads the team on global legal and tax compliance. He trained as a lawyer with Linklaters and has also worked as inhouse senior counsel at Shell. 5

6 Whilst we wait to start ICSA Certificate in employee share plans course starts in October. Course delivered in London by Tapestry and other leading experts on all aspects of executive and employee share plans. Details available on and on the ICSA website. 6

7 Today Round-up of legal and tax developments from around the world Update on EU Prospectus Directive and some other EU directives UK tax changes

8 Key themes we are seeing: Increased Regulator interest need to protect citizens need to raise revenue specific issues in the financial services sector Increased shareholder and stakeholder attention Review of approaches to compliance

9 China South Africa Japan Turkey Australia Saudi Arabia Switzerland Russia EU-Germany

10 China Securities laws - uncertain, but nothing you can do SAFE Filing Become much wider most cash plans Becoming cheaper? reregistration Leavers and expats developing practice Tax - no wiggle room but it brings advantages

11 South Africa Securities laws: Previously very unclear and difficult to comply Now there is a choice: Rely on the fact that there is no public offer Comply with share plan safe harbour Certain small filings Compliance officer (Main issue in South Africa remains exchange controls.)

12 Japan Securities laws are the main issue: If you trigger a Form 7 there are ongoing filing requirements Forms 8; 10; 7 and 6! Expensive and time consuming. English Language Disclosures 2008 no one did it 1 April 2012 new regime Certain sections need to be summarised and translated will this be easier? Delisting 25 and 300 rules

13 Turkey Data privacy: Expected to come into force on 24 July, Proper and safe processing of data. reporting data breaches. backed up with very heavy fines - up to 3% of annual turnover. The collection and manipulation of data is at the heart of managing global share plans and companies should increase their compliance effort in this area

14 Australia Securities laws: ASIC Class Orders fine if you fit them! Cash plans in most countries is a way through but not in Australia: derivatives, prospectus and financial services licence Not on an approved exchange difficult ESS returns to ATO by issuer (not employer) by 14 August, 2013 Statements to employees by 14 Jul, 2013

15 Saudi Arabia Securities laws: No employee exemption Authorised person must be appointed to get CMA consent expensive and disproportionate Possible but not at all popular Approached CMA no movement!

16 Switzerland Minder Initiative Referendum gives shareholders significant new powers to control executive pay: Real teeth - up to 3 years in jail. Directors re-election every year. Compulsory and binding votes on executive remuneration. All golden handshakes, golden parachutes and signing bonuses will be banned. Surprising? For non Swiss companies no action is required. However, all companies should take note that this referendum may point the direction of travel in the balance of power between shareholders and executives.

17 Russia Currency controls: Allowed to hold cash abroad but must declare foreign accounts within one month. New regulations February severe new penalties for breach were introduced (including fines of up to 100% of the value of the accounts). The regulations do not expressly permit cash resulting from incentive plans (e.g. the sale of shares on vesting or the exercise of options) to be paid directly to a non Russian account and any such funds should be paid into a Russian account. Offshore brokerage accounts?

18 EU Germany Non transferable securities Options the option or the share? BaFin partially changed its view options are not transferable securities. still a 150 person limit.

19 EU Prospectus Directive current position EU listed companies Non EU listed companies ? Employee share plan exemption Is it a public offer? If it is, is it: to less than 150 people in EEA under 5m in 12months in EEA Directive has been amended to allow an employee share plan exemption, awaiting guidance by ESMA

20 EU - many developments which can impact share plans Directive Impact Timing Data Privacy 2% global revenue fine for serious noncompliance Commission Action Plan Identify and investigate potential obstacles to transnational employee share ownership Ongoing Capital Requirements Directive IV EU Parliament Pilot Project Wide range of financial services firms restrictions on remuneration including requirement to use equity. Promote employee share ownership in EU 1 Jan 2014

21 Global due diligence What are the real problems? Laws are country specific You want the plan to be globally consistent You want the plan to be possible to administer You have a limited budget Keep under review the different approaches to global compliance.

22 UK Tax favoured plans changes made in the Finance Bill

23 Summary of changes Retirement Other good leaver provisions Material interest rule Restrictions on shares SIP partnership shares and dividend shares Abolition of ordinary residence

24 Where did these changes come from? The Office of Tax Simplification produced a report on tax favoured plans, with a long list of recommendations HMRC has put some of them in the 2013 Finance Bill, and another change will go in the 2014 Finance Bill self-certification

25 Retirement The specified age is going To be a good leaver, you just have to retire No definition of retirement No right of exercise under Sharesave Plans when a participant reaches the specified age without retiring Applies automatically no need to change the rules

26 Other good leavers New exemption for takeovers, covering: exercise of SAYE and CSOP options, and withdrawal of SIP shares New exemption for exercise of SAYE and CSOP options on sale of subsidiary (aligning with SIP) Intended to apply automatically no need to change the rules

27 Material interest rule The material interest rules are abolished for SIP and Sharesave Plans The material interest rule remains for CSOP, but the level is increased to 30% (previously it was 25%) Intended to apply automatically no need to change the rules

28 Restrictions on shares The rules prohibiting restrictions on shares are abolished for SIP, CSOP and Sharesave plans But if there are any restrictions: participants must be informed, and the market value of the shares ignores the effect of the restrictions

29 SIP partnership shares and dividend shares A new way of using accumulation periods employers can choose to use the share price at the beginning, instead of the end The 1,500 limit on reinvestment of dividends is abolished Both changes are automatic, in that no rule changes are needed, but a new partnership share agreement is needed

30 Abolition of ordinary residence Under SIP and Sharesave, it will no longer be possible to exclude employees who are not ordinarily resident in the UK All UK resident employees will be eligible and must be invited to join

31 Industry news Tapestry launches new global database More plans covered More areas of law Most of the world covered! New online support

32 Industry news

33 Actions? Consider your approach to global legal and tax compliance Does it cover the right areas? What are your areas of risk? What gives you the best value? Consider any stakeholder considerations in relation to your company s approach to compliance Update your UK tax qualified plans

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35 Thank you Janet Cooper (+44) Bob Grayson (+44) Anne Croft (+44)