DAVOS 2013

14TH GLOBAL EMPLOYEE EQUITY FORUM

Tripping the Tightrope

Balancing Performance and Reward in Employee Equity
Davos, February 7&8 2013

World Centre for Employee Share Ownership

Welcome to the 14th annual Global Employee Equity Forum!
An all star line up of speakers is in place for the Centres 2013 Davos Global Employee Equity Forum. This two-day event highlights the latest developments in the international employee equity world. Delegates will be addressed by expert speakers from around the globe. The conference is accredited for 11 hours in the Law Society CPD programme.

Who should attend?

Finance directors and their deputies, company secretaries and their staff, share scheme managers, bankers, HR professionals, share plan administrators, accountants, share/ stock plan consultants, remuneration specialists, share scheme lawyers and trustees.

Speakers:
Accurate Equity Baker & McKenzie Capita Registrars Compensation Venture Group Inc Computershare Plan Managers Ernst & Young LLP Global Share Plans Henderson Global Investors Imagination Technologies MM&K Pett, Franklin & Co. LLP Sanne Group Solium Capital UK Ltd Strategic Remuneration World Centre for Employee Share Ownership

14th Davos Global Employee Equity Forum

CONFERENCE TIMETABLE ATTENDANCE FEES
Companies Members 535 Non-members 665 Service Providers Members 905 Non-members 1425 NB: There is no sales tax chargeable on this event --HOW TO BOOK? 17:45 19:15 Conference session Cocktail party Delegates choose informal dining groups Write to Fred Hackworth: fhackworth@esopcentre.com with copy to: esop@esopcentre.com
The booking form can be found on the last page of this brochure. All fees quoted buy the Centres accommodation + conference package. Any delegate wanting to attend on a day basis onlywithout accommodationshould consult Fred Hackworth Phone inquiries: +44 (0) 20 7239 4970

Wednesday February 6
20:30 Pre-conference dinner in Davos restaurant

Thursday February 7
08:30 Conference opens Steigenberger Belvedere Hotel Lunch and break

13:00

21:00

Friday February 8
08:45 13:00 Conference re-opens Lunch and conference closure

Brochure sponsors:

Patrick Jones Partner +44 (0) 1534 818 390 pjones@applebyglobal.com

Brendan Dowling Client Director +44 (0) 1534 818 484 bdowling@applebyglobal.com

Kevin Lim, Associate Director +44 (0) 8000 566 550 cees@rbc.com www.rbccees.com

World Centre for Employee Share Ownership Conference Programme

WELCOME AND INTRODUCTION
Lobbying for wider employee ownership whats at stake?
Employee share ownership and employee ownership: Whats the difference? Wider employee share ownership in mid-range quoted companies Is the UK government doing enough? Lobbying and whats at stake

ADMINISTRATION & STRATEGY

Employee share schemes in an age of austerity: what to do; what to consider and what to avoid
What economies can sensibly be made in share
scheme costs? What opportunities arise in an age of austerity? What you can and should do about underperforming plans?

Malcolm Hurlston, chairman, ESOP Centre

Jeremy Mindell, Senior Reward & Tax Manager, Henderson Global Investors

EXECUTIVE REWARD
How will binding shareholder votes on remuneration reports influence reward strategies?
The Coalition Governments planned legislation What will remuneration committees have to do? How will executive reward consultants react?

Increasing your international employee equity take up

What is the benchmark take up for international plans? (by country / by plan) How to achieve/increase this? Case study take ups 2012/13

Alan Judes, MD, Strategic Remuneration Performance plans in current US compensation practice
How common are performance plans in US executive compensation differences between large vs. small/ mid-cap companies? What are the main types (models) of performance plan now in use? How are these plans viewed within corporate governance and the regulatory frameworks? What are the key issues for advisers in this context via a vis boards of directors? Are performance plans an incentive or a pay delivery vehicle?

Mike Pewton, CEO GlobalSharePlans

M&A and the art of Equity Compensation Accounting and Administration

Major components of a Merger or Acquisition that impact equity compensation: Governance and Regulatory, Accounting & Disclosure Common practices that create challenges and possible solutions: Examples, Employee Communication & Accounting issues Administration challenges Case Studies

Fred Whittlesey, Principal Consultant, Compensation Venture Group Inc Delegates open debate:
How do we best balance risk and reward in executive remuneration strategy? How can we encourage better take-up of employee share ownership in smaller and mid-size quoted companies? Is employee majority ownership (control) the best answer for smaller companies? Other issues raised by delegates

Arne Peder Blix, CEO Accurate Equity

Share Administration Its A Dogs Life

Martyn will present on various aspects of running a share plan in a large administrative business and how seemingly straightforward decisions in the design area can have a material impact.

Martyn Drake, Director, Computershare Plan Managers

Moderated by Fred Hackworth International Director, ESOP Centre

14th Davos Global Employee Equity Forum

TAX ISSUES
Making sense of equity compensation tax traps facing highly mobile employees and their employers

TRUSTEES
Trustee panel
The panel will discuss topical matters for trustees and companies, with open forum Q&A. Trustee panelists: Brendan Dowling, Appleby Global; Grant Barbour, Bedell Group; Kevin Lim, RBC cees; & Mark Healy, Volaw.

Tax issues affecting employees working/travelling cross-border with equity compensation, including recommendations regarding leading practices to manage these issues. Tax authorities are taking a pro-active approach to introducing tax legislation directly affecting this employee group, as well as stepping up enforcement and audit activity Corporate tax planning for global equity compensation programmes including recommendations to adopt processes within the organization to capture corporate tax benefits

Chaired by Peter Mossop, Director of Executive Incentives, Sanne Group

SPOTLIGHTS: UK, FRANCE AND EU

Update on the two employee share plan reviews launched by the UK Governments Office of Tax Simplification

Michael Bussa,Tax Partner, Ernst & Young, New York office Mobility Challenges In Global Plans

Real time expectations for tax liabilities Global Expense Allocation (IFRS and ASC 718) with Recharge requirements Risk mitigation

Governments proposals for tax-advantaged share plans OTSs recommendations on unapproved plans Implications for companies

Michael Landon, Executive Compensation Director, MM&K Recent decisions of the UK courts relating to the avoidance of tax on employee share and other benefits
What is tax avoidance? UBS and Deutsche Bank cases Using employee trusts to avoid tax on bonuses Glasgow Rangers case Is HMRC correct in its published view of the law? Taxation of dividends on employees shares PA Holdings case Was NICs payable on all trust contributions? Aberdeen Asset Management case

A speaker, Solium Capital UK Ltd Update on the US Foreign Account Tax Compliance Act (FATCA)

When does FATCA go live and where have the intergovernmental negotiations got to? As it stands: who is exempt and who isnt? What are the implications for EU based plan administrators and corporations? Anything else worrying in the woodshed?

Justin Cooper, Chief Operating Officer, Capita Registrars

David Pett, Partner, Pett, Franklin & Co. LLP European governments, led by France, are stepping up the tax attack on employee equity awards.
Which other EEC member states are taking their cue from France? How large and extensive are the tax increases being levied? What are the likely impacts on multinational plan sponsors and on their executive and broad based equity awards?

CASE STUDY: Imagination Technologies Share plans & performance in a growing high tech company

Types of employee equity plans now in use and take-up rates Tax efficient plan vested and was successful - should other listed companies copy it? Performance links and pay-off in terms of productivity, staff loyalty and engagement The Government's Shares For Rights plan - will it work, will we use it? Ministers should consult the share scheme industry about alternatives

Tony Llewellyn and Lauren Brown, Imagination Technologies

Alasdair Friend, Associate, Baker & McKenzie LLP

* The organisers reserve the right to change elements of the programme if necessary.

World Centre for Employee Share Ownership Steigenberger Belvedere GrandHotel

Stylish and legendary; the Steigenberger Grandhotel Belvedere combines the traditional charm of a grand hotel with exclusive modern comfort. The hotel is centrally located in Davos Platz: here global leaders meet every year during the World Economic Forum, which takes place immediately before the ESOP Centres seminar. The Steigenberger Belvedere is also the ideal location to take advantage of all winter sport options and to enjoy Davos at its best. The package deal bednights in the Belvedere will be Feb 6 & 7. Delegates wanting to keep their rooms over the weekend can do so at the same discounted prices as the Centre pays the hotel, subject to availability.

Off Piste
PRE-CONFERENCE DINNER: By tradition on Wednesday evening, the Centre organises an optional informal dinner for delegates. Those who wish to take part gather in the foyer of the Belvedere Hotel around 2030 hrs and then the group moves off to a Davos restaurant. Typically, such dinners cost around GBP50 for a three course meal . COCKTAIL PARTY: The conference cocktail party takes place early on Thursday evening at the Belvedere Hotel (partners welcome). SKIING: The programme includes two extended afternoon breaks on Thursday and Friday, so that keen skiers can hit the slopes after the morning sessions. A packed lunch alternative is available on both days. EXCURSIONS: Information on walks and tours in the area is available at the concierges desk in reception. Partners and friends of delegates can meet to plan joint activities during conference days.

14th Davos Global Employee Equity Forum Travel & Accommodation

The Package Deal
The package deal comprises: entrance to all conference sessions, refreshment breaks, set of bound conference papers, two nights accommodation, on a half-board basis, full breakfast buffet both days, two lunches and invitation (partners welcome) to the conference cocktail party, but not travel costs. No sales tax is payable for this event. Delegates wanting to keep their rooms over the weekend can do so at the discounted prices the Centre negotiates with the hotel.

Travel
Delegates are responsible for their own travel arrangements. The hub airport is Zurich, which is well-served by many airlines. The Centres preferred carrier is member BA see www.ba.com for the latest offers. Davos is two hours travel time from Zurich. For car hire see www.hertz.com or www.avis.com or www.holidayautos.co.uk . For train timetables, prices and information, see the SBB website: www.sbb.ch .

About the Centre

The World Centre for Employee Share Ownership is the sister organisation of the UK-based Employee Share Ownership Centre, whose membership consists of share plan advisers, trustees and plan user companies. As interest in employee ownership grew, it was suggested that the Centre move onto the global stage - to help meet the new and complex equity pay plan needs of multinational companies. The aim of the Centre is to study and to promote employee share ownership internationally, with a particular interest in multinational companies who wish to offer share ownership to employees in many countries. The Centre works with the European Commission, the European Economic and Social Committee, trades unions and employers organisations to communicate, educate and inform on all key aspects of employee share ownership. For 20+ years the World Centre has held summer conferences about employee share ownership plans. The first World equity pay forum was held at Davos in 2000 and was an immediate success. Our conferences have become a leading forum for the exchange of ideas and information among experts in this sector. These events have maintained their high reputation among both practitioners and plan issuers by addressing the most topical issues in the equity pay plan world, without shirking the technical detail. Become a member: join the Centre to enjoy discounted rates at events and many other benefits. Annual membership is just 125 for unquoted companies or 550 for quoted; 875 for service provider firms or 425 if they have less than 5 fee earners. Contact us at esop@esopcentre.com or call +44 (0)207 239 4971

The ESOP Centre Limited | www.esopcentre.com 65 Kings Cross Road WC1X 9LW | Tel +44 (0)20 7239 4971 | Fax +44 (0)808 280 1938

World Centre for Employee Share Ownership DAVOS 2013 BOOKING FORM
The World Centre for Employee Share Ownership returns to Davos for the fourteenth consecutive year for its Global Employee Equity Forum. Share scheme experts from around the world will update delegates on the latest developments in the employee equity sector. **All delegate prices include two nights half-board accommodation at the five-star Belvedere hotel, lunches and refreshments during the conference and entrance to the cocktail party.** To reserve your place, please complete this form and: -> send to: ESOP Centre, Phoenix Yard, 65 Kings Cross Road, London WC1X 9LW or email: fhackworth@esopcentre.com with copy to esop@esopcentre.com. ->

YOUR DETAILS Company Name: ____________________________________________________ Contact Person: _____________________________________________________ Address:____________________________________________________________ ___________________________________________________________________ ___________________________________________________________________ ___________________________________________________________________ Telephone: _________________________________________________________ E-mail: _____________________________________________________________ 1st delegate name:___________________________________________________ 2nd delegate name: __________________________________________________

Terms & Conditions:

PLEASE FILL IN:

Share plan Share plan issuer practitioner

Booking:
Once we receive your completed form we will email you to confirm receipt of your reservation. Bookings will be confirmed when payment is received.

Reserve me___ Member places

Cancellation policy:

535

905

Reserve me ___ Non-member places

Due to the financial obligations incurred by the Esop Centre, our refunds for cancelled Davos conference registrations are: 90% - by October 14 2012 (10% covers admin charges) 75% - between October 15 and November 7 2012 40% - between November 8 and December 25 2012 None - after December 26 (you have the option of substituting a person from your organisation to attend in your place)

665

1,425

Payment:
Once we receive your booking form we will issue and invoice for the total cost of your booking. No VAT is payable on any tickets for this event.