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Global Tax Advantaged Plans Mike Pewton, Executive Director, Solium Suzannah Crookes, Legal Director, Pinsent Masons Dennis Weinhold, Head of Equity Programs, Novartis Angela Blair, Manager, Governance & Shareholder Services, Johnson Controls

Global Tax-Advantaged Equity Compensation Plans

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Page 1: Global Tax-Advantaged Equity Compensation Plans

Global Tax Advantaged Plans

Mike Pewton, Executive Director, Solium Suzannah Crookes, Legal Director, Pinsent Masons

Dennis Weinhold, Head of Equity Programs, Novartis Angela Blair, Manager, Governance & Shareholder Services, Johnson Controls

Page 2: Global Tax-Advantaged Equity Compensation Plans

Welcome Speakers Thank you for speaking at GEO’s 17th Annual International Conference in Boston. We are very excited about this year’s line up. •  Please use this presentation template for your slides. Sessions have been designated

as 60 minutes in length. •  Please send your final PowerPoint presentation to [email protected] no

later than 11 March 2016. •  If you wish to change the title of your presentation, please notify Robyn Shutak as

soon as possible. These titles are used on our website, our event app, and in print materials.

•  Be sure to complete your hotel reservations by 25 March 2016. Find more information at http://www.globalequity.org/geo/Boston2016-Hotel.

•  If you have any questions, please contact Robyn Shutak at +1.714.630.2908 x104 or [email protected].

Page 3: Global Tax-Advantaged Equity Compensation Plans

Our speakers

Mike Pewton Solium – Executive Director [email protected]

Angela Blair

Johnson Controls, Inc. Manager, Governance & Shareholder

Services [email protected]

Suzannah Crookes Pinsent Masons – Executive Director

[email protected]

Dennis Wienhold Novartis - Head of Equity Programs

[email protected]

Page 4: Global Tax-Advantaged Equity Compensation Plans

Speakers on the Spot

Question to •  Angela Blair Johnson Controls

•  Dennis Weinhold

Page 5: Global Tax-Advantaged Equity Compensation Plans

Audience on the spot •  How many use tax advantaged plans? •  What are the reasons

•  For doing so? •  For not doing so?

Page 6: Global Tax-Advantaged Equity Compensation Plans

Audience on the spot •  How many of the following countries have tax

advantages that could be used for share plans

Morocco

Puerto Rico

UK

USA

Ireland

Spain

Denmark

Norway

Australia

China

France

Germany

Hungary

South Africa

Sri Lanka

Belgium Switzerland

Page 7: Global Tax-Advantaged Equity Compensation Plans

Let’s take a look at one or two in particular

UK Switzerland

USA France

Page 8: Global Tax-Advantaged Equity Compensation Plans

Swiss tax discounts on equity awards

| Presentation Title | Presenter Name | Date | Subject | Business Use Only 8

Restricted Stocks

Page 9: Global Tax-Advantaged Equity Compensation Plans

| Presentation Title | Presenter Name | Date | Subject | Business Use Only 9

Restricted Stock Units

In case of an additional blocking/deferal election the same market value reduction will apply at vesting/taxation date

Swiss tax discounts on equity awards

Page 10: Global Tax-Advantaged Equity Compensation Plans

UK “approved” plans • Bring into capital gains rather than income tax regime (top rate 28% rather than 45% plus NICs)

• Executive Plans o  Company Share Option Plan “CSOP”

o  Enterprise Management Incentives “EMI”

• All-employee Plans o  Sharesave/SAYE - option plan with savings element

o  Share Incentive Plan/SIP - share purchase plan with matching/free shares and dividend reinvestment

Page 11: Global Tax-Advantaged Equity Compensation Plans

• Executive plans o  conditions and limits

o  tax saving v complexity

o  is there sufficient value in it?

• All-employee plans o  little flexibility on plan design

o  balance consistency with global plan against UK tax advantages

o  workforce expectations?

UK “approved” plans

Page 12: Global Tax-Advantaged Equity Compensation Plans

US approved plans

• Really?

Page 13: Global Tax-Advantaged Equity Compensation Plans

French approved plans

• Really?

Page 14: Global Tax-Advantaged Equity Compensation Plans

Is there hope for cash plans?

•  Tax planning

• Social security contributions

• Reinvestment of awards?

• Are complexities the motive behind cash awards (and non use of tax advantages)

• Other

Page 15: Global Tax-Advantaged Equity Compensation Plans

Using Tax advantaged plans?

Complex Expected Insufficient benefit Go the extra mile Lack of understanding Increase take up Difficult to manage Increase tax efficiency

Page 16: Global Tax-Advantaged Equity Compensation Plans

•  Not if you understand them •  Not if you work through them •  US, France & UK are the most complex and the

most diffuse

•  Would anyone like us to go through the French approved Plan?

Complex

Thought so

Page 17: Global Tax-Advantaged Equity Compensation Plans

•  Spain €12,000 (or 40%) •  Canada 50% •  Israel (no tax until Sale) •  US, France & UK

Insufficient benefit

Page 18: Global Tax-Advantaged Equity Compensation Plans

•  Local companies understand •  Employees understand •  Do advisors understand?

Lack of understanding

Page 19: Global Tax-Advantaged Equity Compensation Plans

•  Many need no specific changes to Plan rules •  Local company is often aware of this •  Employees are often aware of this •  Manage through your tax guides

Difficult to manage

Page 20: Global Tax-Advantaged Equity Compensation Plans

•  UK, US, France, Ireland •  Employees will be disappointed •  Manage expectations and obligations through your tax

guides

Expected

Page 21: Global Tax-Advantaged Equity Compensation Plans

•  Shows company commitment globally •  Shows local buy in

Go the extra mile

Page 22: Global Tax-Advantaged Equity Compensation Plans

•  Plan will be more popular •  Look at take up in traditional tax approved countries

Increase take up

Page 23: Global Tax-Advantaged Equity Compensation Plans

•  Through plans •  No social security for local company •  Also think of timings (tax years ends) •  And exemptions for CGT, transfers etc. •  Look at take up in traditional tax approved countries

Increase tax efficiency

Page 24: Global Tax-Advantaged Equity Compensation Plans

Audience on the spot •  How many are thinking of exploring the use of tax

approved plans?

Page 25: Global Tax-Advantaged Equity Compensation Plans

Thank You Mike Pewton

Solium – Executive Director [email protected]

Angela Blair

Johnson Controls, Inc. Manager, Governance & Shareholder

Services [email protected]

Suzannah Crookes Pinsent Masons – Executive Director

[email protected]

Dennis Wienhold Novartis - Head of Equity Programs

[email protected]

Page 26: Global Tax-Advantaged Equity Compensation Plans

Thank You Thank you for attending GEO’s 17th Annual International Conference in Scottsdale. We hope you enjoyed this session. •  If you require CPE Credit, don’t forget to Sign Out

•  Two ways to give us your feedback on this session o Mobile app o Paper surveys available at the door

Special thanks to our Audio Recording Sponsor