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Accounting for Share-Based Payments under IFRS 1 of 5 www.qfinance.com Accounting for Share-Based Payments under IFRS by Shân Kennedy Executive Summary In 2005 the International Accounting Standards Board (IASB) introduced International Financial Reporting Standard, IFRS 2, Share-based Payment, to address the issue of accounting for remuneration paid to employees in the form of equity, derivatives of equity, or cash linked to the price of equity. Most awards are made as shares or share options, and are known as equity-settled share-based payments. Valuation and accounting issues affect how such awards are reflected in a company’s financial statements. A valuation exercise is required in respect of the fair value of the awards at the date they were granted. An accounting exercise is required in respect of the extent to which the grant-date fair value is charged to the company’s profit and loss account. These valuation and accounting exercises take full account of any conditions attaching to the earning of the award by the employee. Introduction Share-based payments are often made to employees for the purpose of incentivizing them to remain with a company or to improve their standard of performance and, thus, may be granted subject to certain conditions. IFRS 2, Share-based Payment, analyzes in detail the types of condition that might be applied and how they impact the accounting treatment. The standard requires that equity-settled share-based payment awards are accounted for using the modified grant-date approach. This requires the measurement of the fair value of the award at the grant date, adjusted to reflect certain types of conditions, known as market conditions and nonvesting conditions. The extent to which this adjusted, i.e. modified, fair value is charged to the profit and loss account is determined according to the extent to which other conditions, known as vesting conditions that are not market conditions, apply and are satisfied. No charge is made on a cumulative basis over the vesting period if such other conditions apply but are not satisfied. The following steps are involved in application of the modified grant-date approach: 1. Identify whether there are conditions attaching to the award and determine which of the following three categories they fall into: market (vesting) conditions; nonmarket (vesting) conditions; nonvesting conditions. 2. Determine the grant-date fair value of the award, modified if necessary to reflect any market or nonvesting conditions identified. 3. At the end of each reporting period, true up the modified grant-date fair value in respect of the extent to which vesting conditions that are not market conditions, i.e. nonmarket vesting conditions, are expected to be achieved. When the standard was first introduced, there was concern that it could result in substantial charges to the profit and loss account. Ultimately, however, charges have on average not been as large as originally expected. Accountants PricewaterhouseCoopers are quoted as saying in respect of FTSE 350 companies: 1 “At the median the expense charge represents approximately 2 per cent of profit before tax and before IFRS 2 charge.” The charge varies according to the extent to which entities use share-based payments to incentivize staff, and there is therefore some concentration of charges in particular industries. Accountants

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  • Accounting for Share-Based Payments under IFRS 1 of 5www.qfinance.com

    Accounting for Share-Based Payments under IFRSby Shn Kennedy

    Executive Summary In 2005 the International Accounting Standards Board (IASB) introduced International Financial

    Reporting Standard, IFRS 2, Share-based Payment, to address the issue of accounting forremuneration paid to employees in the form of equity, derivatives of equity, or cash linked to the priceof equity.

    Most awards are made as shares or share options, and are known as equity-settled share-basedpayments.

    Valuation and accounting issues affect how such awards are reflected in a companys financialstatements.

    A valuation exercise is required in respect of the fair value of the awards at the date they were granted. An accounting exercise is required in respect of the extent to which the grant-date fair value is charged

    to the companys profit and loss account. These valuation and accounting exercises take full account of any conditions attaching to the earning

    of the award by the employee.

    IntroductionShare-based payments are often made to employees for the purpose of incentivizing them to remainwith a company or to improve their standard of performance and, thus, may be granted subject to certainconditions. IFRS 2, Share-based Payment, analyzes in detail the types of condition that might be applied andhow they impact the accounting treatment.The standard requires that equity-settled share-based payment awards are accounted for using the modifiedgrant-date approach. This requires the measurement of the fair value of the award at the grant date,adjusted to reflect certain types of conditions, known as market conditions and nonvesting conditions. Theextent to which this adjusted, i.e. modified, fair value is charged to the profit and loss account is determinedaccording to the extent to which other conditions, known as vesting conditions that are not market conditions,apply and are satisfied. No charge is made on a cumulative basis over the vesting period if such otherconditions apply but are not satisfied.The following steps are involved in application of the modified grant-date approach:

    1. Identify whether there are conditions attaching to the award and determine which of the following threecategories they fall into:

    market (vesting) conditions; nonmarket (vesting) conditions; nonvesting conditions.

    2. Determine the grant-date fair value of the award, modified if necessary to reflect any market ornonvesting conditions identified.

    3. At the end of each reporting period, true up the modified grant-date fair value in respect of the extentto which vesting conditions that are not market conditions, i.e. nonmarket vesting conditions, areexpected to be achieved.

    When the standard was first introduced, there was concern that it could result in substantial charges tothe profit and loss account. Ultimately, however, charges have on average not been as large as originallyexpected. Accountants PricewaterhouseCoopers are quoted as saying in respect of FTSE 350 companies:1At the median the expense charge represents approximately 2 per cent of profit before tax and before IFRS2 charge.The charge varies according to the extent to which entities use share-based payments to incentivizestaff, and there is therefore some concentration of charges in particular industries. Accountants

  • Accounting for Share-Based Payments under IFRS 2 of 5www.qfinance.com

    PricewaterhouseCoopers are further quoted as saying,2 FTSE 250 technology companiesincurredaverage reductions in profits of about 12 per cent to IFRS 2 charges.

    Identification of Conditions Attaching to AwardsConditions are classified as either vesting or nonvesting. Vesting conditions are defined as those thatdetermine whether the company has received the services that entitle the employee to receive the award,and they can be either service period conditions or performance conditions. The vesting period is the periodduring which any specified vesting conditions are to be achieved. Service period conditions require theemployee to work for the company for a specified period of time, often three years. Performance conditionsrequire the employee to work for the company for a specified period of time and to achieve a specifiedperformance target.Performance conditions themselves may include what is known as a market condition. This is a conditionthat relates to the price of the underlying equity. For instance, share price and total stockholder return (TSR)targets are examples of market conditions. However, profit targets, earnings per share targets, sales targets,and service period conditions are not market conditions as they have no connection with the underlyingshare price. Generally, market conditions are attached only to awards to relatively senior members of staff,who are considered to be in a position to have some impact on a companys share price.For instance, a directors share plan might be granted to all executive directors that entitles them to theaward if the share price increases by 50% over a three-year period. A more complex type of award might bethat entitlement varies according to a sliding scale and is based on a comparison between the companysTSR over the vesting period and that of a group of, say, 11 peer group entities. If the companys TSR is inthe top quartile of that of the peer group, a maximum level of award is made; if the TSR is in the secondquartile, a sliding scale of say, 50%, 60%, or 70% of the maximum level of award is made, depending on theprecise position within the quartile. If the companys TSR is in the bottom half for the peer group, no awardwill vest.Nonvesting conditions are those that determine whether the employee receives the award but not whetherhe or she has provided the services that entitle him/her to the award. Thus, such conditions may be outsidethe control of the employeefor instance, they could take the form of an inflation or interest rate target fora country. Alternatively, they may be within the control of the employee but may not relate to whether theemployee has provided the services required to earn the reward. For instance, there is a type of award thatis common in the United Kingdomthe save as you earn (SAYE) schemeunder which the employee savesa certain amount from his or her salary each month over the vesting period, and he or she may subsequentlyuse the cumulative amount saved to exercise options at the end of the vesting period. In some cases,employees stop saving during the vesting period and withdraw their cash saved to date, thereby losingtheir entitlement to exercise options at the end of the vesting period; however, this does not mean that theemployee has not provided the required services during the vesting period.Almost all awards include service period conditions. Some relatively straightforward awards do not includeany other type of condition.

    Determination of the Grant-Date Fair Value of the AwardFor awards of shares rather than share options, determination of grant-date fair value is easiest when theshares are listed and actively traded, and there are no market or nonvesting conditions. In such cases, thegrant-date fair value is simply the quoted price of the equity, adjusted if appropriate for dividends that may beforegone during the vesting period.Determination of grant-date fair value is complicated if there are market conditions. In such cases, the valueof the shares awarded will be higher if the award vests than if the award does not vest, and this must befactored into determination of the fair value of the award at grant date. The method used most often in suchcases to arrive at a value is Monte Carlo simulation, although its application requires a good understandingof statistical distributions.

  • Accounting for Share-Based Payments under IFRS 3 of 5www.qfinance.com

    If the award comprises unlisted shares, a valuation technique will need to be applied to value the unlistedshares at the grant dateagain an adjustment will be required in respect of any anticipated dividends duringthe vesting period.If share options rather than shares are the subject of the award, an option pricing model will be requiredto determine their fair value at grant date. IFRS 2 refers to the Black and Scholes model and the binomialmodel. Although these models are both based on the same underlying share price theory, the Black andScholes model is formulaic, whereas the binomial model assumes that share prices follow a series of smallsteps. In practice, the Black and Scholes model tends to be easier to apply but is less flexible than thebinomial model.The inputs to each model are the same and comprise the following:

    share price on the grant date; exercise price of the option; life of the option; risk-free interest rate over the life of the option; dividends expected over the life of the option; expected volatility of the underlying share price over the life of the option.

    The most difficult of these inputs to estimate is the expected volatility, which is a measure of the extent towhich the companys share price is expected to go up or down in successive periods.When the IASB first made clear that option pricing would be necessary in financial statements, there wasconsiderable comment that this could cause difficulties. The Financial Times noted in an article in 2005:3The details of IFRS require companies to use complex mathematical models to calculate the fair value ofoptions.

    Truing Up the Profit and Loss Charge in Respect of Expected Achievement ofNonmarket ConditionsAs noted earlier, the grant-date fair value is charged to the profit and loss account only to the extent thatvesting conditions that are not market conditions are achieved over the vesting period. Thus, at the end ofeach reporting period after the grant date, an estimate is required of the extent to which any such conditionswill be satisfied.

    Case Study

    Example of Service Period Conditions and Truing-Up of Profit and Loss Account ChargesSuppose that an entity with a December 31 year-end granted one share option to each of 150 staff onJanuary 1, 2006, that the options had a grant-date fair value of $3, and that there was a three-year serviceperiod condition with no other vesting or nonvesting conditions.At December 31, 2006, company management expected that two-thirds of the staff would still be employedby them on the vesting date of December 31, 2008, and, hence, that the award would vest for 100 of theirstaff. Thus, the expected cumulative charge in the profit and loss account over the three-year period wouldbe 100 $3 = $300.This $300 would be spread over the three years and, hence, a charge of $100 would be made in the profitand loss account for the year to December 31, 2006.At the following year-end, December 31, 2007, company management expected that 80% of the original150 staff would still be employed on December 31, 2008, and hence that the award would vest for 120 staff.Thus, the expected cumulative charge over the three-year period would be trued up to 120 $3 = $360.This expected cumulative charge of $360 would be spread over the three years and, hence, the cumulativecharge after two years would be $240. As $100 was charged to the profit and loss account in the year to

  • Accounting for Share-Based Payments under IFRS 4 of 5www.qfinance.com

    December 2006, the balance of $140 would need to be charged to the profit and loss account in the year toDecember 2007.Finally, at December 31, 2008, management found that exactly 100 of the original 150 staff were stillemployed. Hence, the award would have vested for 100 staff. Thus, the required cumulative charge for threeyears would have finally trued up to $300. However, $240 had been charged cumulatively in 2006 and 2007and, hence, the remaining balance of $60 would have to be charged to the profit and loss account in 2008.

    Making It HappenThere are really two stages to reporting under IFRS 2.

    1. The modified grant-date fair value of the award has to be determined.2. This fair value has to be charged to the profit and loss account over the vesting period of the award

    according to the extent that nonmarket conditions are expected to be achieved.The first step is the more complex and may require use of an option pricing model for share options or avaluation technique for unlisted shares. The second step is less complex but may require some clear thinkingand a carefully constructed Excel spreadsheet, especially if there are significant numbers of staff involved orthe actual and expected achievement of nonmarket vesting conditions to reflect.

    ConclusionAlthough initially many preparers of accounts were concerned about the implications of the introduction ofIFRS 2, most companies have now adjusted to the standard. Some companies have in-house staff able toperform the complex option pricing calculations, while others use external valuation consultants.

    More InfoWebsites:Various option-pricing calculators are available online that use the Black and Scholes or binomial models.Websites that provide these include:

    BloBek AB: www.blobek.com FinCAD: www.fincad.com Hoadley Trading & Investment Tools: www.hoadley.net/options/options.htm

    There are many valuation advisers that will run any of these models, including valuation advisers from theBig Four accountants, smaller firms of accountants, and valuation consultants or actuaries.

    Crystal Ball, add-on to MS Excel for Monte Carlo simulation: www.oracle.com/crystalball

    Notes1 Company profits hit by IFRS 2 rules. Financial Times (September 18, 2006).2 Ibid.3 IT companies fear effect of IFRS stock option rules. Financial Times (August 11, 2005).

    See AlsoBest Practice

    Accounting and EconomicsCritical Perspectives Accounting for Business Combinations in Accordance with International Financial Reporting Standards

    (IFRS) Requirements

  • Accounting for Share-Based Payments under IFRS 5 of 5www.qfinance.com

    Effective Financial Reporting and Auditing: Importance and Limitations The Rationale of International Financial Reporting Standards and Their Acceptance by Major Countries Understanding the Requirements for Preparing IFRS Financial Statements

    Checklists Calculating Total Shareholder Return International Financial Reporting Standards (IFRS): The Basics Key Accounting Standards and Organizations The Ten Accounting Principles

    Finance Library Financial Accounting and Reporting

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