A discussion of the various communications avenues available - what works, what doesn't, things folks have had problems with, vehicles that are a must, any interesting miscommunications of an American parent dealing with a foreign sub.  We'll look at the differences for a large company (Sun - over 30,000 employees), a medium-sized company (Magma - around 1,000), and a small company (Chordiant - just few hundred).  Looking at what works for all and what is different when you have more resources.

The design of employee share plans is derived from a combination of long term philosophical principles, medium term corporate objectives and short term taxation advantages.

Presenters will share their experiences of the resolution of the contradictions inherent in the motives underpinning the design of share schemes.

Almost all large and small companies are developing a relationship with China. Working with employees and business partners in China requires an understanding of the Asian culture. Mr. Man, a Partner with Orrick in Beijing, will share his experiences and views on what it takes to successfully develop relationships in China.

Taking participants through the way benchmarking is typically done - methodology, quality of data, inherent assumptions and terminology used. Interpreting benchmarking reports and pointers in assessing their usefulness. Equity programs are a key component of many companies' global total reward strategies. Local culture, practices and regulations significantly impact implementing equity programs around the world. When necessary, companies look for ways to localize their equity programs to ensure they are successful and tax favorable. One of the main challenges practitioners face is finding relevant country-specific information on which to base their equity decisions.

Session Objectives:

1. Present a total rewards framework for a locally-relevant global equity strategy.
2. Review findings from recent surveys of total rewards professionals about the changing face of equity around the world.
3. Demonstrate a method for locating relevant information about equity programs around the world. Share country- and company-specific examples of best practices and emerging trends in equity design and delivery.
   
   

Do you have plans to roll out a global ESPP? This session answers the questions you will have as you begin the process to introduce an ESPP to all of your domestic and international employees. Questions that you will need answers for include: [1] How to enroll participants? [2] What are the requirements for local countries? [3] What countries can you enroll employees in? [4] What enrollment forms must you complete for your national, international, and sub plans? [5] Do you need financial intermediaries in any of these countries?

Topics covered:

• Chargeback agreements
• Exchange rate and communication considerations
• Tax and legal filings including NIC agreements and considerations
• Contributions from local payrolls as well as educating local payrolls
• Employee communications
• Establish online brokerage accounts and procedures for exchanging files
• Enrollment and eligibility files
• Running reports and reconciling information to insure success
  
  

Introduction - Launching a share plan in over 30 countries is a challenge in itself. For BHP Billiton, the largest diversified resources company in the world with an employee base of over 38,000, speaking numerous languages and with stock listed on 4 exchanges, these challenges were compounded by a time frame of less than 6 months within which to implement and launch the plan.

Aims - Design and implement all employee share plan with the objective of offering the same benefit to all employees regardless of role, location or Customer Sector Group.

Challenges - Timeframe, Resources, Plan Design, Employee location & working patterns, Number of countries, Technology & Data Management, Non-English speaking/reading employees, Complex Company structure (listed on 4 stock exchanges), Plan Rollout, Multi stock class trading, settling in multi-currency, Buy-in from payrolls/HR.

Solution - Small project team, State of the art technology (one global enrolment platform, interactive voice recognition, multi-lingual web), Multi-lingual communications campaign, Follow the sun call centres, Tailored plan for employees who cannot hold securities.

In 2006 Royal Philips Electronics underwent an internal review process to evaluate their requirements of a share plan administrator, in the constantly evolving share plan industry environment; and the continuous advancement of the products available.

Philips was looking for an administrative solution and service provider that would meet their objective to enhance both the corporate and participant experiences significantly. This case study will look at the tactical and operational aspects of changing service providers. The session will address the definitive requirements of Issuer companies today, their needs and desires in an industry which is always moving ahead to the next best thing, what kind of provider and service is needed? The session will be able to use the migration of Philips' new plans to Citi Smith Barney in 2007 as an insight to practical experiences relating to anticipated timelines, critical success factors (custom requirements to fit the plans), pitfalls to avoid, a checklist of items to consider, and lessons learned.

The effectiveness of equity programs often begins with awareness. We will discuss how companies are driving awareness and engagement with total wealth tools that link current stock price to the value of their wealth accumulation programs. Aggregating current data on equity, retirement, and other savings vehicles and displaying it to employees holistically can:

• Support retention by highlighting total unvested value
• Address stock ownership requirements by showing total equity holdings
• Help employees understand future value scenarios using stock price modeling

Usage statistics and survey feedback indicate a complete picture of total wealth is well received by employees at all levels in the organization.

Case studies will illustrate communication approaches global companies are using to engage a multicultural employee base, and Corning Incorporated will highlight its success with its total wealth program. We will also ask the audience to share their successes and challenges in communicating equity value.

The session will cover the basics - definitions and concepts - for the accounting terminology that a global equity professional must know. Each word is defined along with a visual, chart or graphics to identify the application of each term. The terms that will be covered are taken from FAS123(R) and IFRS2. The Panel speakers, one a 25-yr veteran consultant and the other a 12-year seasoned practitioner, will walk through how such definitions are applied at quarter-end with visual examples.

Terminology will cover: Share-based Payment; Measurement; Equity Awards; Liability Awards; Valuation; Models; Black-Scholes; Lattice; Monte Carlo; Factors in a model; Expected Term; Expected Volatility; Risk-free Interest Rate; Sub-optimal, optimal; Estimated forfeiture rate; Fixed plan accounting; Variable plan accounting; Liability accounting; Service period; Conditions; Time-vested options, cliff-vested; Expense Allocation / Amortization; Approach: Single option or Multiple option approach; Straight-line vs Ratable vs Front-loaded attribution; Measurement and Recognition; Forfeited Options; Expired Options; Benefit Accounting

Our presentation aims to give delegates a good working knowledge of accounting for share awards in terms of the selection of appropriate valuation models, the inputs into those models and a brief non-technical explanation of how they work, how the charge to the P&L is computed and how share plan design can affect the charge to the P&L.

The acquisition and integration of Banca Nazionale del Lavoro in Italy by BNP Paribas in 2007 was the most important challenge faced by BNP Paribas since the BNP - Paribas merger. This presentation will examine, from the Group HRD's point of view, the key implications of a large European acquisition on the group's share plans and employee benefits' strategy.

• Cultural issues, working with each other
• Plan designs; rolling out existing plan type(s), spreading the group's culture, considering local tax breaks
• Corporate history and values: filling the gaps, building bridges
• Legal & Compliance
• Employee communication
  
  

Authorities in the US and overseas are increasingly focused on securing their share of the tax revenue when employees realize gains on equity awards after moving out of their tax country.

Formulas for prorating income between tax jurisdictions are complex and can result in double or even triple taxation. In addition, the interplay with tax treaties is often unclear and determining multi-jurisdictional tax withholding can be particularly challenging.

Companies can no longer afford to ignore these issues. This session will highlight recent legislative developments affecting expatriates and short term business travelers and offer practical insights into how manage the myriad of concerns that an itinerant workforce presents.

Restricted Stock and Restricted Stock Units are an increasingly attractive component of equity compensation. Offering benefits around shareholder dilution, protection against declining stock price and more straight-forward valuation, it is easy to see why so many companies are embracing these full value awards. Keys to a successful Restricted Stock or Restricted Stock Unit program include addressing strategic issues up-front, implementing well-defined processes and controls, and understanding the emerging best practices. This panel of experts will offer a Top Ten list of Restricted Stock and Restricted Stock Unit award considerations, and provide key internal controls for this type of award as outlined in the Certified Equity Professional Institute's Guidance Procedures and Systems research project.

Note: This session will offer a solid foundation on Restricted Stock and Restricted Stock Units for emerging and intermediate practitioners. Conference attendees may want to attend this session as a prerequisite to Friday's advanced session 4.5: Getting a Handle on Restricted Stock - Advanced Issues.

This session will cover the different tax implications related to Change in Control corporate transactions including mergers and acquisitions as well as spin-offs, specific to Equity Awards. The session will focus on the following issues:

What needs to be considered with respect to terms and conditions of current and new equity awards as well as conversion terms;

What are the implications from an income tax and social security perspective - including withholding and reporting;

Particular challenges related to country specific qualified/approved/sub-plans. The purpose of the session is to present the implications and issues as well as the various solutions.

UBS is widely recognized as a leader in developing and implementing processes to manage their cross border incentive plan participation. A panel with experience covering a broad range of relevant topics will present a series of real life case studies with time and encouragement of audience discussion around each one. Rather than focus on the specific approaches adopted, the primary focus of the case studies is the thought process that UBS went through in order to tackle the difficult issues. The issues addressed include taking a step by step approach to introducing a process; mismatching tax positions; employee communication; and acquiring, managing and then automating data collection from various global and local sources.

Technical and practical issues faced by US issuers extending their executive and all employee plans to the UK, France and Germany, including tax, employment law, securities law and the type of changes which would need to be made to plans to comply with local law, whether those will require shareholder/tax authority approval and the tax and other consequences of not going for local approval/not complying fully with local law.

This session covers the India perspective in terms of equity plan practices and its evolvement over the past few years. It will focus on the following -

1. Regulations for equity plans
2. Challenges in plan designing
3. Trends in plan designing
4. Accounting for equity based compensation
5. Taxation
6. Recent developments in regulations and taxation rules
   
   

Organizations competing for talent globally have used US peer groups and the US dollar as the anchor currency to benchmark and set compensation for their key executives. With the recent acceleration of the US dollar downshift, this has become a hot topic of interest: non-US based executives with remuneration set in US dollars face purchasing power losses in their local currency.

Whether or not companies have foreign exchange adjustment mechanisms, the current context is a good opportunity to reflect on a methodical approach to foreign exchange fluctuations on executive remuneration.

In this presentation, we will:

• Analyze how a fluctuating exchange rate impacts the different elements of executive compensation;
• Help you wrestle with: What is the frequency of adjustment? How is the adjusting rate determined? Which approvals are needed? Which disclosure obligations do I have?
• Discuss the pros and cons of potential approach scenarios
  
  

US companies are increasingly attracted to performance plans as a method for delivering full-value equity awards that can only be earned by achievement of demonstrable financial results. These plans are now being linked with non-competition covenants, which must be examined in the context of the overall employment relationship and overriding local law. This linkage presents a unique combination of design, documentation and legal issues that can lead to anomolous results if they are not considered from an integrated point of view. This panel will begin with the basics about how to structure and document performance-based plans and then proceed to issues and alternatives arising from the addition of a non-competition feature, such as a covenant not to compete or a clawback of the award. Relevant employment law in key European Union jurisdictions will be analyzed and compared.

What do Board Members and Investors think about equity compensation? A frank conversation with two Silicon Valley thought leaders.

Many non-US-based issuers use depositary receipts for equity-based employee incentive plans. These programs help companies compete for talent while at the same time satisfying US investor needs for transparency and liquidity. This session provides an overview of BP's equity compensation programs for US employees. Panelists will address the following topics: decision factors in choosing ADRs for US employee stock plans, US securities registration concerns, and Sarbanes-Oxley and AJCA 409A considerations. The unique administration and communications challenges of ADR-based plans, such as foreign currency exchange and trading logistics, will be discussed, and practical solutions for common pitfalls will be provided.

IFRS now applies to all multinational companies.  The Session will address the new international financial reporting requirements for equity compensation.  It will compare and contrast these rules with the FAS 123R requirements, and will identify actions that companies must take to come into IFRS compliance and maxmize IFRS tax deductions.  Not only will the session address technical requirements under IFRS, it will also address how companies must build a process to comply with these rules, including rules to address expense amortization and tax accounting.

Companies need to know the latest tax and legal changes affecting options, RS, RSUs and ESPP that have occurred since the last GEO Annual Conference. We will present an overview of these changes by region of the world. In particular, we will update companies on the new rules in France, India and China, and providing insight into trends that are occurring regionally. We will give companies action items (organized by region) to ensure global compliance.

Corporate issuers continue to adjust their response to FAS123R in an attempt to maximize value delivery to key contributors while minimizing the accounting impact of broad-based equity compensation programs. The first wave, seen primarily in anticipation of option expensing, focused on preserving the breadth of program participation while the second, in 2006 and 2007, concentrated on preserving value delivery to key employees at the expense of broader participation. We now seem to be entering a third face, with firms taking an increasingly sophisticated and geographic approach to their equity grant strategy. This presentation will review the data and the key factors behind these trends and discuss the implications for the future.

This fast moving, dynamic, session is intended for intermediate and advanced professionals. A multidisciplinary panel will address best practices and the little known traps. Cross-border taxation realities, not theories. Vesting event management for every situation. Communication issues. Dividends. Retirement. Calculating and Withholding taxes. Accounting Issues and MUCH MORE.

These programs are becoming increasing more common, but the documentation about them has not yet caught up. Get a crash course in the hottest equity instrument being used today. Find out how they translate around the world and what you can do to improve your program, communication and administration.

Attendees will leave with an actionable "to-do" list and new insights. Most importantly they will learn how the puzzle pieces fit together for these programs in a global environment. This programs is designed around the needs of the US Multinational corporation.

Note: This session will cover advanced issues related to Restricted Stock and Restricted Stock Units. Emerging and intermediate practitioners may want to attend Thursday's session 2.4 Getting a Handle on Restricted Stock and Restricted Stock Units - The Foundations a prerequisite.

Join us for an overview of Prudential's global simultaneous implementation of an ESPP plan to approximately 40,000 employees within the U.S and five other countries. Important techniques, tools and tips are shared that can make the difference between a successful program embraced by local management and participants versus a program perceived as just another benefit designed for U.S. employees being offered abroad. Prudential's experiences in Japan, Korea, and Taiwan, consisting of eight businesses and over 18,000 employees, are highlighted.

Audience benefit: Receive an overview of how to implement a global program in multiple countries and business entities simultaneously, learn important techniques that can be applied to any global implementation, gain an awareness of systems and process considerations when working internationally, gain insight into specific Japanese, Korean, and Taiwanese regulatory and legal considerations when implementing an ESPP, and receive an overview of the international stock plan system capabilities required to succeed.

Six to ten speaking points that will be covered in the presentation: Overall approach to the implementation, importance of building relationships, identifying and operating in diverse legal / regulatory environments, localizing plan design and administration rules, approach for preparing local systems and processes to support the plan, finding and implementing the right stock plan administration system, successfully communicating the program benefits to participants.

An overview of Prudential's global simultaneous implementation of an ESPP plan to approximately 40,000 employees within the U.S and five other countries. Important techniques, tools and tips are shared that can make the difference between a successful program embraced by local management and participants versus a program perceived as just another benefit designed for U.S. employees being offered abroad. Prudential's experiences in Japan, Korea, and Taiwan, consisting of eight businesses and over 18,000 employees, are highlighted.

Audience benefit: Receive an overview of how to implement a global program in multiple countries and business entities simultaneously, learn important techniques that can be applied to any global implementation, gain an awareness of systems and process considerations when working internationally, gain insight into specific Japanese, Korean, and Taiwanese regulatory and legal considerations when implementing an ESPP, and receive an overview of the international stock plan system capabilities required to succeed.

Six to ten speaking points that will be covered in the presentation: Overall approach to the implementation, importance of building relationships, identifying and operating in diverse legal / regulatory environments, localizing plan design and administration rules, approach for preparing local systems and processes to support the plan, finding and implementing the right stock plan administration system, successfully communicating the program benefits to participants.

This session will cover some of the complex and unique issues faces by global non-public companies, including participant communications, foreign exchange concerns, and equitable award structures.

In recent years, many advisors have urged companies to focus equity compensation on "key people, arguing that only they really make enough difference to justify equity rewards. The data, however, tell a very different story. Concentrated ownership actually seems to lead to worse, not better, performance, while broad ownership seems to improve it.

Simply giving out equity ion one form or another, however, is not enough. Nor is giving out equity and communicating it vigorously. Companies must create a true ownership culture.

This session will look at the data, explain why the results are what they are, and provide guidelines on what decades of research tell us makes broad-based ownership effective.

The potential impact of country-specific changes in the rules governing equity compensation ranges from slight inconvenience to necessitating significant changes in plan design and compensation practice.  In this roundtable discussion, the panelists will describe their processes for monitoring, analyzing and responding to ongoing shifts in the global regulatory environment.  The following topics will be addressed.  Which internal groups and external resources are responsible for staying abreast of regulatory updates?  How are the resulting modifications to stock plans made?  What systems and processes are used for communicating with internal business partners, plan participants, and service providers?  How are roles and responsibilities defined?  Panelists will share experiences with recent high-impact rule changes and outline internal best practices.

Specifically, the panel will address:

• Why a particular method of dispute resolution, such as workplace grievance tribunals, arbitration or litigation, is more favorable to an issuer in a particular jurisdiction;
  
• Why standard U.S. dispute resolution provisions are not the best practice when applied to global stock plans;
  
• Factors that should be considered when deciding what dispute resolution process an issuer should use in a particular country;
  
• Current 'hot topics" being disputed in certain countries; and
  
• Lessons learned in the dispute resolution process that can be incorporated into the administration of an issuer's equity compensation program, including specific language that should be used in stock plan documentation, to make the program more "bullet proof".

Specific examples will be discussed based on experiences in various jurisdictions around the world.

Demand for executives in the Middle East has increased dramatically with increased investment in creating new Regional businesses. This reflects increased Regional financial liquidity with the repatriation of investments from the US post-9/11 and the large hike in petroleum prices.

Capital markets have been liberalised and new Stock Exchanges established. Initial Public Offerings (IPOs), Rights Issues and Placements have surged. Now, in countries like the UAE and Saudi Arabia, non-national employees can hold stock in their employing companies so interest in Share Options, Performance Shares and Restricted Shares is running high.

This session examines and illustrates recent situations where executives (principally expatriates) have wanted to establish competitive remuneration programs with share plans, reflecting what they have experienced in European and US businesses. The session will look at the difference of expectations of the executives and the Boards of Directors and the difficulties of matching these expectations to provide effective plans.

This session will cover the significant impact of the new anti-discrimination laws enacted by the European Union as well as by each of the member states in so far as they affect equity participation, and will be of great interest to multinational companies offering equity based awards to European Union employees. Issues such as eligibility to participate in the plan depending on the type of employment or service (full time employment, fixed-term, temporary, independent contractor), the enforceability of certain age-related provisions within the equity award agreements, or the possibility to participate in certain plans after the ordinary retirement age, are all new legal aspects to be considered not only while implementing a new plan but also throughout the life cycle of existing plans. New age discrimination laws in some member states and a recent ruling from the European Court of Justice reviewing the current Spanish scenario, will be discussed in the light of current industry practices.

The session will begin with an overview of the design and tax and legal compliance considerations for typical privately-held company equity compensation plan offered on a global basis. The speakers will then discuss the challenges a public-company would face acquiring a private company where the intention is to adjust and convert the outstanding private-company awards into rights over the public-company's shares. The session will highlight opportunities and traps for the acquiring company that wishes to preserve value of the acquired company's non-US employees but also address retention concerns. Panel will discuss valuation issues in light on recent focus on backdating.

<Part 1> of this two-part session on China is a case study about Starbuck Coffee Company s approach for extending their broad-based stock plans to Chinese employees. Plan sponsors who operate (or considering to rollout) their stock plans in China are ideal candidates to participate in this session. Key points to be addressed include: (i) evaluation of whether to offer stock plans in China; (ii) building working relationships with regulatory agencies; (iii) working with vendors to develop administrative solutions; (iv) communication & education (local HR and participants); v) ongoing processes, procedures; (vi) lessons learned!

<Part 2> is an expert panel discussion about the evolving executive pay practices in China, designed to bring a clearer insight into executive compensation in this economic dragon. Executive remuneration in Greater China is complex due to the evolving regulatory environment, restrictive policies, diversity of its markets and cultural sensitivities. Two of Mercer s senior consultants from Greater China will discuss the key factors that are influencing executive pay within state-owned enterprises, multi-national companies and private enterprises, including the influence of close neighbours and regional trends.

Panel discussion on latest topical issues facing global companies:

• To what extent do you check legal and tax issues, is it centrally managed or delegated to local managers, what are the considerations?
• Do you chargeback, to all countries, some? What are the issues?
• Do you centralise communications, to what extent do you localise, do you translate?
• Any rinky dink features being built in your plans this year? What are they, why?
  
  

This panel presentation will be held by Citi Smith Barney, White & Case, RBC, and ABB who were the first international company to gain approval from the Chinese regulatory authorities to roll out an international Employee Stock Purchase Plan in China.

The session will give an overview of the regulatory and practical issues and considerations faced when rolling out and maintaining equity compensation plans in the Brazil, Russia, India and China regions through a case study integrated into panel discussion to give the most benefit to the audience as they receive regulatory updates and share the experience of ABB. The following points will be covered and discussed during the session:

• Overview of why these countries are key areas of growth for employee share plans
• Country by Country overview of regulatory and other considerations and constraints for issuers when rolling out and maintaining equity compensation plans in the BRIC countries.
• Overview of limitations surrounding administration of different plan types in each country
• Case study of ABB's implementation of an Employee Stock Acquisition Plan in the BRICs:
  • Overview of ABB's plan
  • Plan Setup Overview, with details of challenges faced in each BRIC country and solution applied to successfully roll out the ESAP including: Gaining necessary approvals, internal due diligence, marketing and practical procedures such as collection of employee contributions, associated account structures, investment and an effective solution for participant education and awareness.
    
    

Using the AECOM Technology Corporation Global Stock Investment Plan as a case study we will look at some of the challenges faced by an issuer company in implementing a global stock plan and how an offshore structure was incorporated to allow non-US participants to avoid being unnecessarily subject to US estate taxes.  Taking both an issuer company and a provider administrator's view we will also examine issues that arose around the initial public offering last year and how those were resolved together with the company's current plans to extend the reach of its employee share ownership scheme into further countries around the world.

In today's changing landscape and increased focus on tax compliance, retention, and changes in international accounting rules, companies are re-evaluating the design and implementation of global employee share purchase plans. This session will focus on the tax, HR, and administration issues to consider when designing or redesigning a global share purchase plan. The discussion will focus on the global offering of "unapproved" share purchase plans in select countries in the EMEA, ASPAC, and South America regions, as well as the offering of US and UK approved employee stock purchase plans (ESPP and SAYE). The discussion will also include Honeywell's experience in regards to a recent global ESPP implementation.

Structuring and administering a global tax structure for equity plans, including withholding and reporting, is one of the biggest challenges in the administration of a global stock plan (and fraught with substantial financial risks!). Add to that country-specific tax-favored programs - each with its own unique requirements - and what was already complex becomes, well, that much more so.

This session will provide a roadmap for negotiating these complexities around the world. We will discuss solutions to potentially onerous tax obligations by structuring equity-based compensation plans to take advantage of the local tax regulations and to minimize the employees' tax liability wherever possible. We will also discuss administration alternatives that allow companies and employees to take advantage of preferential tax treatment with the least amount of nightmare.

US and UK parent companies wish to export their stock plans to overseas subsidiaries. This presentation will use case studies to showcase how to import parent company plans tax efficiently into the UK and US and also how to navigate and avoid the US Securities' Laws and section 409A pitfalls that can easily befall a company. In particular the presentation will show that here is a significant opportunity for US companies that have UK subsidiaries to extend their 401(k) plan design to these subsidiaries in a highly tax-efficient manner and how you can design a similar UK plan with significant benefits for both company and employees.

Our proposal will cover the historical challenges and new directions Intel is considering in delivering broadbased equity.

We will touch on:

• Quick history of equity at Intel
• Employee perception issues of the value of equity during different time periods
• Responses Intel has taken to date such as implementing RSUs - what it fixed - what it didn't
• Maintaining burn rate/cost yet being more efficient in the delivery of equity
• Understanding our ee's value proposition (variation at different levels)
• New Directions being considered at Intel (increasing SPP value, choice for key players, ensuring more value given to high performers)
• Method: Audience will be asked for feedback on different alternatives being considered and we will develop discussion questions to assist in holding discussion