The Employee Share Ownership Centre

24th European Annual Conference International employee share plans: an engine for recovery
Speakers:
Aon Hewitt Association of British Insurers Baker & McKenzie Consulting Services Support Corp. USA David Craddock Consultancy Services EU Economic and Social Committee Esop Centre European University Viadrina, Frankfurt Field Fisher Waterhouse LLP Kirton & McConkie USA Lewis Silkin LLP Norris McLaughlin & Marcus USA Paris Chamber of Commerce Pett, Franklin & Co. LLP

At the Millennium Opera

Hotel, Paris

June 21 and 22 2012

Sponsors

Lindsey Doud, Associate Director +44 (0) 8000 566 550 cees@rbc.com www.rbcees.com

International employee share plans: an engine for recovery 24th European annual conference Paris

The Centres 24th annual European employee equity plans conference will take place in Paris, on Thursday June 21 and Friday June 22 2012 in the Millennium Opera Hotel. The hotel is in the heart of Paris, a stones throw from the Place de LOpera. Our two-day summer event provides an ideal forum for keeping au fait with latest legal, regulatory and market trends in the employee share schemes in the EU and especially UK and France; doing business; discussing share plan strategies and networking.

Where? Millennium Opera Hotel, 12 Boulevard Haussman, 75009 Paris When? June 21-22 2012

PACKAGE DEALS STILL AVALABLE book soon! The Centre still offers a very limited number of package deals comprising: Two nights accommodation (on single occupancy basis) on June 20 & June 21 in the Millennium Paris Opera Hotel, Bld Haussmann Entrance to all conference sessions Breakfasts, lunches and refreshments during coffee breaks Delegate pack with speech summaries Cocktail party, sponsored by Cytec Solutions Ltd, on June 21 Your early registration will secure you a room in the conference hotel, as the Centre block books rooms, to make things easy for all. The package deal prices for this conference (no VAT is charged on fees) are as follows: ESOP Centre members: 675 (plan issuers) 999 (practitioners) Non-members: (practitioners) 799 (plan issuers) 1,450

Speakers If you would like to deliver a presentation at our European event, you will benefit from a significant package deal price reduction, subject to agreed topic content.

Booking information: Day delegate tickets can be reserved by emailing fhackworth@hurlstons.com with names and contact details. ESOP Centre members: 425 (plan issuers) or 525 (practitioners) Non-members: 520 (plan issuers) or 615 (practitioners)

See following pages for logistics

Themes & speakers

Main Themes: Corporate equity plans: a slice of the cake for all employees Can we safeguard employee equity investments? What new frameworks should we have for executive equity incentives?

Welcome & Introduction Malcolm Hurlston chairman

Esop Centre

EXECUTIVE REWARD & CORPORATE GOVERNANCE

Whats happening to executive pay? Whats happening to total pay levels? Whats happening to total pay practices? Paradigm-shift or business as usual? Leslie Moss Aon Hewitt

Open delegates debate Executive equityAre incentive reward structures being modified to head off populist & media attacks? Is this wise? How can we best improve participation rates in allemployee share ownership plans? Tax incentives for Eso/EFP: what needs to be changed? Moderated by Fred Hackworth Esop Centre

Shareholders finally get to speak - the impact of Say On Pay in the USA Proxy and CD&A disclosures on named executive officer compensation and standard of review by proxy advisory services Impact of negative shareholder Say On Pay vote or less than 80 percent approval Potential shareholder derivative litigation, Causes of Action The Business Judgement Rule What to do? Preventative measures: Compensation committee issues Joe Saburn Norris McLaughlin & Marcus (USA)

The Perfect Global Share Plan: Opportunities and Obstacles Enforcement of plan sponsor fiduciary responsibility by regulators and participants The IAFP model EU share plan revisited a choice between the prudent man standard and best practices? Should a successful share plan be able to diversify employee investments, as in the US, or should it be must diversify? How to best accomplish such diversification what is truly in the best interests of plan participants? David Hildebrandt Kirton & McConkie (USA) Eric S Smith Consulting Services Support Corporation (USA)

TRUSTS, TAX & EXPENSING

Executive remuneration: the new parameters A guiding force on executive remuneration Promoting effective shareholder stewardship in a changing regulatory landscape. Advancing the ABI's Principles of Remuneration within key settings of Simplicity, Transparency and Accountability. Patrick Neave Association of British Insurers

Increased tax authority scrutiny of benefit trust-based arrangements Update on the application of the "disguised remuneration" legislation Recent developments, including the Rangers case French tax and trust developments Alasdair Friend Baker & McKenzie LLP

Themes & Speakers

Case-study about a John Lewis type Employee Benefit Trust Selecting the trustees onshore or offshore Should the EBT shares have voting rights? If the trustees do have to take advice should who should give it? What happens if an offer is made for the Company? How to distribute economic benefits, such as dividends and the proceeds of a possible sale among employees Sara Cohen Lewis Silkin LLP EU EMPLOYEE FINANCIAL PARTICIPATION

Trade Unions step up their involvement in employee share ownership within the EU Postal workers to become shareholders in the Royal Mail Eso/EFP in the public services Leading Italian trade union backs Eso/EFP for auto industry Malcolm Hurlston Esop Centre

Share Based Payments revisited Almost a decade ago the IASB issued IFRS2 and in the intervening period we have had the banking crash, which some blame partly on Black Scholes for generating a false confidence amongst financial traders in their ability to fairly value derivatives, such as share options. As Black Scholes is at the heart of IFRS2, are financial accounts vulnerable to a similar false confidence? This presentation will review recent experience and challenge some of the conventional wisdom William Franklin Pett, Franklin & Co. LLP

EU institutions promote Employee Share Ownership/EFP: Success rating of measures in place The latest policy recommendations to the Council Launching an EU-wide ESOP model: The 28th Regime on EFP Professor Jens Lowitzsch European University Viadrina, Frankfurt

WHY EMPLOYEE EQUITY?

Employee financial participation in the French SME sector Henri Malosse, President-Elect, European Economic & Social Committee International Director, French Chambers of Commerce

The third way: employee share ownership is beneficial for all and it works Containing the ingenuity to meet business challenges and solve problems. Releasing the entrepreneurial spirit into corporate life through personal empowerment. Giving meaning and direction to people policies and corporate health. David Craddock David Craddock Consultancy Services

French trusts and Employee Financial Participation Speaker to be announced

Driving employee ownership into the mainstream British economy Specific regulatory barriers or other disincentives Whether more can be done to raise awareness Appropriate incentives to facilitate employee ownership The most efficient ways of becoming employee-owned Graeme Nuttall Partner Field Fisher Waterhouse LLP

Book now: Tel: 0207 239 4971 Email: fhackworth@hurlstons.com Web: www.esopcentre.com/events

Logistics

Travel The Hotel is located on Blvd Haussmann, right in the heart of Paris. Paris is easily reachable from international locations. From London there is a direct Eurostar connection from St Pancras International station. For travel assistance do not hesitate to contact us. Cancellation Policy Refunds will be made as follows 90% of the conference fee one month in advance of event, 50% of the conference fee between two weeks and one month in advance of event, nothing less than two weeks in advance of event.

Future events from the ESOP Centre Financial education and share schemes: This half-day event on March 29 will address how companies can help employees and themselves through the provision of financial education. Tickets 140+VAT issuers (190 non-members) 200+VAT practitioners (250 non-members) Employee share schemes for trustees: This years joint ESOP Centre/STEP Jersey conference on trust issues in employee share schemes will take place on April 27 from 8:45 13:00 at the Royal Yacht Hotel. Tickets: 295 for STEP/ Esop Centre members 425 for non-members. www.esopcentre.com/events call 02072394971 or email esop@hurlstons.com

Join the ESOP Centre

To enjoy discounted rates for all our events, why not join the Esop Centre for just 125 + VAT per year for unquoted companies, 550 + VAT for quoted. Annual membership for service providers is 875 + VAT or 425 + VAT if you have five or less fee earners. If you take up membership when you book your place you will be able to attend at membership rates. We produce two monthly newsletters on the employee share ownership world, run an international conference programme and lobby on employee share scheme matters on our members behalf.

The Esop Centre. 65 Kings Cross Road, London WC1X 9LW tel: 020 7239 4971 fax: 0808 280 1938 Email: esop@hurlstons.com web: www.esopcentre.com