Computershare Plan Managers - Client Training & Education Call

Computershare Plan Managers -

Client Training & Education Call

Updates for International Share Plans

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)

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

Legal and tax update for

international share plans

July 2013

Janet Cooper

Anne Croft

Bob Grayson

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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

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

www.tapestryicsa.com

Today



Round-up of legal and tax developments

from around the world



Update on EU Prospectus Directive and

some other EU directives

Recent developments round-up

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

Recent developments round-up



China



South Africa



Japan



Turkey



Australia



Saudi Arabia



Switzerland



Russia



EU-Germany

Recent developments round-up

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…

Recent developments round-up

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

Recent developments round-up

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?

Recent developments round-up

Turkey

 Data privacy:

 Expected to come into force on 24 July, 2013.

 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

Recent developments round-up

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

Recent developments round-up

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

Recent developments round-up

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.

Recent developments round-up

Russia

Currency controls:

 Allowed to hold cash abroad but must declare foreign accounts within one month.

 New regulations – February 2013 - 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.

Recent developments round-up

EU – Germany

“Non transferable securities” Options – the option or the share? BaFin – partially changed its view

 options are not transferable securities.

Recent developments round-up

EU Prospectus Directive – current position

2013 2014?

EU listed companies

Employee share plan exemption Non EU listed companies 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

Recent developments round-up

EU - many developments which can impact share plans

Directive Impact Timing

Data Privacy 2% global revenue fine for serious

non-compliance

2014

2012 Commission Action Plan Identify and investigate potential obstacles to transnational employee share ownership

Ongoing

Capital Requirements Directive IV

Wide range of financial services firms – restrictions on remuneration including requirement to use equity.

1 Jan 2014

EU Parliament Pilot Project Promote employee share ownership in EU

Recent developments round-up

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.

Recent developments round-up

UK Tax favoured plans –

changes made in the Finance

Bill

Recent developments round-up

Summary of changes

 Retirement

 Other good leaver provisions

 Material interest rule

 Restrictions on shares

 SIP – partnership shares and dividend shares

Recent developments round-up

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

Recent developments round-up

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

Recent developments round-up

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

Recent developments round-up

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

Recent developments round-up

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

Recent developments round-up

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

Recent developments round-up

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

Industry news

Tapestry launches new global

database



More plans covered



More areas of law



Most of the world covered!

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

Thank you