GEO UK Chapter Meeting - Global Equity · Share Dealing Code & clearance process (not MAR) The...
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GEO UK Chapter Meeting 20 June 2018
Transcript of GEO UK Chapter Meeting - Global Equity · Share Dealing Code & clearance process (not MAR) The...
GEO UK Chapter Meeting
20 June 2018
Member Driven Not for Profit Organization
An Unrivalled Events Program
o Industry-leading educational & networking opportunities
o Attended by nearly 2,000 delegates in 21+ countries in 2017
A Thriving Membership Base
o A peer network with endless opportunities
o Global community of c. 5,000 individuals from 60+ countries
Resources that Work for You
o Articles, weekly newsletters, events, white papers,
surveys, webcasts & private online community, GEOconnect
EXCLUSIVE to GEO Members
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Make the Most of Your Membership
Seek out a mentor through GEO’s Mentor Matching Program, exclusively available to GEO members. GEO's Mentor Matching Program is a unique online
networking and career development tool that helps you find, connect, and share experiences with others and develop important job-related technical skills. Tap into expertise on specific plan-types, M&A, and administration challenges. Looking for guidance on country-specific details? GEO's mentor matching program will deliver this and more! Simply log into GEOconnect and visit our Mentor Match page.
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Mark Your Calendar
• 17 July – Q2-2018 Global Equity Updates: Baker & McKenzie
WEBCASTS
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Mark Your Calendar
• Australia Regional Events
Melbourne & Sydney
16 & 18 October 2018
• Pan European Regional Event
IET London: Savoy Place
15 November 2018, London, UK
• 20th Annual Conference
Grand Hotel Krasnapolsky
10 - 12 April 2019, Amsterdam, NL
CONFERENCES and EVENTS
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Submit speaker proposals for PERE by July 27!
CHAPTER MEETINGS - Confirmed
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Mark Your Calendar
• 20 June – UK
• 21 June – Boston
UK CHAPTER MEETINGS - Planned
• Autumn – UK Charity Event
• Winter – Non-London Location TBC
• Q1 2019 – Jersey
Issuer Pass Drawing
As attendees of today’s GEO chapter meeting you have the chance to win a complimentary attendee pass to our 20th Annual Conference, 10 - 12 April 2019 in Amsterdam, NL or another GEO event in the coming year!
We’ll contact the winner by email tomorrow – good luck!
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Why GEO?
Global share plan and executive compensation education
Plan strategy and design
Global & multi-national best practices & benchmarking
The latest trends, innovations, & recommendations
Strong global network of equity and executive compensation leaders, decision makers, innovators, academics, experts & professionals
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19th Annual Conference Prepare for Tomorrow’s Global Challenges
Pam Roffe
Manager, Share Plans
Pat Sims
Global Share Plan Consultant
Louise Sutton
Global Equity & Reward Manager
What happened
• 3 keynote speakers
• 45 breakout sessions
• 6 special events
• 2 fun evenings
• 24 sponsor exhibits
• 360+ attendees
So what sessions did we pick to highlight…
Gender Pay: Mind the Gap!
Performance Awards: The Down and Dirty
Company Culture and Equity Plan Design: A Powerful Pair
Company Culture and Equity Plan Design: A Powerful Pair
What else
THE SIX COMMANDMENTS FOR
USING NAPKINS
SUPER SOUP EATING TIPS
HOW TO PASS THE BREAD ROLLS
STEPS I – V OF HOW TO USE A
KNIFE AND FORK
GEO 2018 Award Winners
Local success stories
• HSBC
• BAE Systems
• Sage Group
• Janus Henderson
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GEO Awards 2018
Best Plan Communication (over 200,000 employees)
About HSBC
HSBC is one of the world's largest banking and financial services
organisations
HSBC employs more than
230,000
In over
3,900 offices
Across
67 countries people
Employees speak
144 languages
serves around
38 million customers
OUTCOME & LEARNINGS
Challenge how you currently write your communications
(internal and external)
Resonate with your employees
Meet with your Industry Peers
Consider various mediums of communications
Engage your share plan administrators as early as possible
Email is the most viewed form of communication –
needs to capture employees attention Factor in enough time
Around 9,000 employees joined a plan for the first time & 84%
of participants elected to keep their shares
INCLUDE THE APPROPRIATE BAE SYSTEMS COMPANY MARKING (IF REQUIRED). GUIDANCE CAN BE FOUND HERE Include the appropriate copyright legend. Include appropriate trademark legends (if required). Guidance can be found HERE (see final slide for restrictions on use)
INCLUDE THE APPROPRIATE COMPANY AND NATIONAL SECURITY MARKINGS (IF REQUIRED). GUIDANCE CAN BE FOUND HERE
The Mission • To deliver a stock purchase plan into the Kingdom of Saudi Arabia – for both the ex-pat population and Saudi Nationals • Unapproved Share Incentive Plan – mirrors the UK SIP as closely as possible and is suitable to replicate in other countries
The Challenges • Sharia Law • Approvals from the CMA (Capital Markets Authority) and the Ministry of Man Power • Language • Cultural
The Highlights • Successful launches in KSA and Oman • 100% participation in the Free Shares awards • Increasing participation in Partnership Shares • Interest from other locations on the back of our internal news item regarding the GEO award
BAE Systems plc Best Use of Employee Share Plans in an Emerging Market (Between 20,000 and 100,000 employees)
Next Steps • Roll-out to newly formed
KPCs in the Kingdom of Saudi Arabia
• Feasibility studies to launch plan in Qatar and Bahrain
© 2018 The Sage Group plc or its licensors. All rights reserved.
Sage Group plc
GEO Award Winner 2018
‘Most Creative Solution’ (up to 20,000 employees)
Jules Shepherd
© 2018 The Sage Group plc or its licensors. All rights reserved.
• Founded in 1981, Sage is the market
leader for integrated accounting,
payroll and payment systems
supporting the ambition of the world’s
entrepreneurs.
• Over 13,000 employees in 25
countries
• Aspire to be the employer of choice
in our industry
• August 3 2017 – acquisition of
Intacct Corp. a privately held
company based in Silicon Valley
About Sage
6/21/2018 23
© 2018 The Sage Group plc or its licensors. All rights reserved.
• The acquisition presented a challenge and an opportunity!
• Single Strategic Goal - retain Intacct colleagues
• Challenges
– Non silicon valley company
– Expectation – Equity is King!
– Cost and Timing
• Solution – Plan that enabled preservation of key material terms and flexibility for
Sage
• Results
– Low Attrition
– Scalable Plan Management
*
A Winning Solution
6/21/2018 24
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Janus Henderson Merger Best Use of Employee Share Plans in a Corporate Action
Up to 20,000 Employees
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$1,000 Merger Award
• UK SIP free shares or Restricted stock
• USA 401K contribution
• 14 other Countries Restricted stock
• Just over 2,000 employees granted $1,000 of stock
“With commitment to building an organisation of employees
who not only act like owners but are owners, we are gifting
each colleague $1,000 worth of shares of Janus Henderson
stock as a token of appreciation.”
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Discussion Dens
GEO London Chapter Meeting
Discussion Den:
Maximising your share plan administration
20 June 2018
Global Stock and
Reward Services
Chris Mowatt– Barclays, Global Stock & Reward Services
Discussion Den
Maximising your share plan administration
We’ll be looking at the best practices, pitfalls and challenges of today's global
equity compensation; offering some food for thought on key items; and then
providing a surgery approach for practical concerns of the audience to help improve
your share plan management internally or with administrators.
For more information
Chris Mowatt, Director, Barclays Global Stock & Rewards
Office +44(0)20355 53088 | Mobile +44 (0)7557 758 935
Barclays, Level 16, 1 Churchill Place, London E14 5HP
Important Note
This document is for the addressee only and is confidential. It is for information only. It is not to be passed to any third party without our prior written
consent.
Where information in this document has been obtained from third parties, the sources are believed to be reliable but we do not represent or warrant that it
is accurate or complete, and such information may be incomplete or condensed.
Tax rules can change and the benefits and drawbacks of particular tax treatment will vary with individual circumstances. Barclays are not providing you
with legal, tax or financial advice. If you have any queries as to the legal or tax implications of any investment or course of action, you should seek
independent professional advice. It is your responsibility to check whether any offering to your employees constitutes a benefit in kind with HMRC or the
prevailing body at that time. The content of the financial education programme is not intended to be a financial promotion and does not constitute financial
advice.
This document and any due diligence conducted is based upon information available to us at the date of this document and takes no account of
subsequent developments. In preparing this document we may have relied upon data supplied to us by third parties and therefore no warranty or guarantee
of accuracy or completeness is provided. We cannot be held accountable for any error, omission or misrepresentation of any data provided to us by third
parties.
Share Plans in
the News
Ian Brown Associate Director, Deloitte GEO Discussion Den – June 2018
© Deloitte LLP 2018. All rights reserved
Lessons from Daniels v Lloyds Bank Plc
Amending plan rules Exercising
discretion
Documenting Board/Remco discussions
Limiting claims from former employees
© Deloitte LLP 2018. All rights reserved
If you would like to discuss:
Ian Brown Associate Director London, UK Email: [email protected] Tel: +44 20 7303 0999
Nick Hipwell Partner London, UK Email: [email protected] Tel: +44 20 7007 8647
Sarah Keith Senior Adviser London, UK Email: [email protected] Tel: +44 20 7007 4927
Martin MacLeod Associate Director London, UK Email: [email protected] Tel: +44 20 7007 1306
The Market Abuse Regulation (MAR)
Making the tricky calls – things to think about when you want to deal
holding inside information
Cara Hegarty
20 June 2018
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What does MAR cover and why is it relevant to share
plans?
Inside information and announcements
Insider lists
Restrictions on dealing: closed
periods (PDMRs only) and inside
information periods
(everyone)
Notifiable transactions for
PDMRs and CAPs
Market soundings
Share Dealing
Code & clearance
process
(not MAR)
The majority of dealings employees and directors will undertake relate to participation in share
plans: option exercises, selling shares, making investment elections etc.
Beware: Any dealing undertaken whilst a person has access to inside information (i.e. they are on an insider list)
carries a risk as there is a presumption that insider dealing (which is an offence) has been committed under
MAR and/or the Criminal Justice Act. The presumption can be rebutted with evidence. However, risk exists
regardless of whether a dealing required and/or was given clearance.
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Giving clearance - questions to ask
Is it a dealing
requiring clearance?
Apply for clearance
Is it a closed period?
Does an exemption
apply?
Can’t deal
(clearance refused)
No restrictions
Does the person
have price sensitive
information?
Is it appropriate? Give clearance
No
No Yes
Yes
No
Yes
Yes
No
Can’t deal
(clearance refused)
CAN THE COMPANY GET
COMFORTABLE WITH
THE RISK? Yes
No
Yes
No
If a PDMR or CAP,
consider if any notification
required
Does the individual
require clearance? Yes
No
WARN THE EMPLOYEE
IF YOU KNOW THERE IS
INSIDER DEALING RISK?
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What tricky scenarios have you faced?
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Linklaters LLP
One Silk Street
London EC2Y 8HQ
Tel: (+44) 20 7456 2000
Fax: (+44) 20 7456 2222
Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or
consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its
registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers. This document contains confidential and proprietary information. It is provided on condition that its contents are kept confidential and are
not disclosed to any third party without the prior written consent of Linklaters. Please refer to www.linklaters.com/regulation for important information on our regulatory position.
A36745949
These slides are intended merely to highlight issues and not to be comprehensive, nor to provide legal advice. Should you have any questions on the issues set out here, please contact Linklaters LLP.
UK Corporate Governance
developments:
Employee Representation
in the Boardroom
Suzannah Crookes
Legal Director
Pinsent Masons LLP
UK Corporate Governance Reform • Package of reforms to Corporate Governance regime, taking effect
from 1 January 2020. Focus areas include:
– Employee representation and engagement
– Executive Pay
– Private companies
• Employee Voice
– Employee representation in the boardroom
– Explanation of engagement with workforce
– Remco oversight of company remuneration and workforce
policies and practices
– CEO:workforce pay ratio
Contact Details
Suzannah Crookes
Legal Director
Share Plans & Incentives
T: +44 (0)113 294 5233
M: +44 (0)7585 996 328
Pinsent Masons LLP is a limited liability partnership, registered in England and Wales (registered number: OC333653) authorised and regulated by the Solicitors Regulation Authority
and the appropriate jurisdictions in which it operates. The word 'partner', used in relation to the LLP, refers to a member or an employee or consultant of the LLP, or any firm of
equivalent standing. A list of the members of the LLP, and of those non-members who are designated as partners, is available for inspection at our registered office: 30 Crown Place,
London, EC2A 4ES, United Kingdom. © Pinsent Masons 2018.
For a full list of the jurisdictions where we operate, see www.pinsentmasons.com
talkwithstitch.co.uk ©Stitch Communications 2018
talkwithstitch.co.uk
Share plan
communications:
Necessary evil or key
to success?
Visit www.talkwithstitch.co.uk
to see what we think
GEO UK Chapter Meeting 20 June 2018
Global surgery
© Tapestry Compliance LLP 2018
Current issues / questions you have
Upcoming changes
Recent changes
Recent trends
This session will be shaped by you, but we are happy to cover…
GEO UK Chapter Meeting Global Surgery
© Tapestry Compliance LLP 2018
Thank you for joining us!
Hannah Needle
Legal Director
Tapestry Compliance LLP
+44 (0) 113 457 0152
Sally Blanchflower
Managing Associate
Tapestry Compliance LLP
+44 (0) 114 213 4494
GEO UK Chapter Meeting Global Surgery
© Tapestry Compliance LLP 2018
Discussion Den Over there, over here White & Case
Best practice for running transatlantic incentive plans 20 June 2018
Transatlantic Discussion Den
Over there
– Henrik Patel
– +1 212 819 8205
Over here
– Nicholas Greenacre
– +44 20 7532 2141 49
Thank you
www.globalequity.org
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