World Centre for Employee Share Ownership Annual Global Employee Equity Forum February 2 & 3 2012

New strategies for broad based share plans and for executive equity
Speakers:
Baker & McKenzie LLP BDO Human Capital Capita Registrars CISL Computershare Consulting Services Support Corporation Henderson Global Investors Howells Associates Imagination Technologies Killik Employee Services Kirton & McConkie Macfarlanes LLP Minter Ellison MM&K Norse Solutions Pett, Franklin & Co. LLP RBC Corporate Employee & Executive Services Strategic Remuneration World Centre for Employee Ownership

Steigenberger Belvedere hotel Davos Platz, Switzerland

Sponsors:

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

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

World Centre for Employee Share Ownership Annual Global Employee Equity Forum February 2 & 3 2012
Welcome to the annual Global Equity Employee Forum! An all star line up of speakers is taking shape for the Centres 2012 Davos Global Employee Equity Forum This two-day event highlights the latest developments in the international employee equity world - Are the new regulations from both sides of the Atlantic on executive equity reward packages actually working? The issues will be discussed by expert speakers from at least three continents. After checking into their rooms in the five-star Belvedere Hotel (see website at: www.davos.steigenberger.ch) delegates assemble c 2030 on Wednesday February 1 for the optional pre-conference informal dinner in a restaurant either in Davos itself, or up in the mountains. The topic presentations begin in Salon Scaletta Belvedere on Thursday morning at 0830, after breakfast and registration and continue mid Thursday afternoon and throughout Friday morning, followed by the closing conference luncheon (partners welcome). The conference cocktail party - dress code: smart casual - takes place early on Thursday evening at the Belvedere Hotel (partners welcome). The package deal bednights in the Belvedere will be Feb 1 & 2. Trips can be organised (subject to demand) for partners and friends of delegates who are NOT attending the conference itself. The conference is accredited for 11 hours in the Law Society CPD programme. Speakers include: Baker & McKenzie LLP, BDO Human Capital, Capita Registrars, Computershare, Confederazione Italiana Sindacati dei Lavoratori (CISL), Consulting Services Support Corporation, Henderson Global Investors, Howells Associates, Imagination Technologies, Killik Employee Services, Kirton & McConkie, Macfarlanes LLP, Minter Ellison, MM&K, Norse Solutions, Pett, Franklin & Co. LLP , RBC cees and Strategic Remuneration The programme also includes two extended afternoon breaks on Thursday and Friday, so that keen skiers can hit the slopes after the morning sessions. Packed lunches can be supplied on demand. Who should attend? Accountants, bankers, company secretaries and their staff, share/stock plan consultants, finance directors and their deputies, share scheme managers, HR professionals, FDs, Share Plan administrators, remuneration specialists, share scheme lawyers and trustees.

Where will it take place? Steigenberger Belvedere hotel, Davos Platz, Switzerland

When? Thursday February 2 and Friday February 3 2012

Delegate Rates:
Reduced Rates for Members! Companies Members 535 Service Providers Members 925

Non-members 685

Non-members 1395

There is no sales tax chargeable on this event

To book your place: email details to fhackworth@hurlstons.com cc esop@hurlstons.com

Programme Timetable 2030: Wednesday, February 1: Pre-conference delegates' informal dinner (partners welcome) in Davos restaurant 0830: Thursday February 2: Conference opens in the Steigenberger Belvedere Hotel and presentations run until 1300 when lunch will be served, followed by a recreational break 1745: The afternoon session of topic presentations begins, running until 1915 1945: Conference cocktail party (partners welcome). 2100: Delegates choose informal dining groups 0845: Friday February 3: The third session of presentations begins 1300: Lunch and conference closure A packed lunch alternative for keen skiers is available on both days. Walks and tours for non-skiers are available o, subject to demand

World Centre for Employee Share Ownership Annual Global Employee Equity Forum February 2 & 3 2012
Programme February 2 & 3

Welcome & Introduction Progress report on Centre lobbying campaigns All-employee share ownershipwhere do we go from here? Malcolm Hurlston Chairman ESOP Centre

Employee equity plans: an international update Latest tax and securities laws developments How the financial services regulations are being implemented across Europe, including key differences in local practice Alasdair Friend Baker & McKenzie LLP

Risk as a Component in Executive Incentive Plans Inputs to governance process in the UK Recent trends in Executive Compensation Risk and Reward Risk issues for the Reward Professionals Alan Judes Strategic Remuneration

New laws to control and simplify reward: is this the new world of executive pay? Impacts of the proposalsis simpler really better? Are there benefits to the new disclosure rules? To what extent should investors be involved in executive pay Amanda Flint BDO Human Capital

Executive equity plans under threat Open delegate debate Rise in reward packages eclipses corporate market performance Regulatory pressures are stepped up Western governments (UK included) threaten direct intervention to hold down executive reward. Moderator: Fred Hackworth ESOP Centre

Tax Traps for the unwary in operating International Share Plans Avoiding the less obvious but costly traps Withholdinga real restriction Vested share accounts Translating UK plans overseas Jeremy Mindell Henderson Global Investors

The Case for Financial Education In austere times, companies should ensure that employees make the most of their income and gains from employee share plans. The need to create a household budget has never been greater. Research highlights the views of employers and employees Potential negative change creates anxiety Do employees or employers understand the new acronyms NEST, CARE or the RDR? They may have farreaching implications for you Martin Osborne-Shaw Killik Employee Services The new disguised remuneration rules An overview and update Points of practical concern for companies and trustees What changes need to be made to plan structures to avoid unwanted and penal charges (dos and donts) Points of concern for internationally mobile employees Concerns for non-UK companies with UK-based employees Other battle lines in the war on tax avoidance being waged in the UK David Pett Pett Franklin & Co. LLP

What is Good Corporate Governance best practice in design and operation of share based payment programmes? The long-term viability of equity compensation requires a more active corporate governance strategy Suggested approaches that companies can takewith examples Sponsoring research that can document the contribution of such planswith a snapshot of new research results Encouraging the internal gate keepers of equity plans to communicate more, disclose more, explain more, study more and motivate more support for equity compensation Arne Peder Blix Norse Solutions AS
(Norse Solutions is collaborating with professor Joseph Blasi (J Robert Beyster Professor of Employee Ownership at Rutgers University, New Jersey) in a research project about the effectiveness and productivity of broad-based share plans for employees).

Share plans in turbulent markets: has anything changed? Trends in all-employee share plan usage Options v stock plans Discretionary plansplan design changes? Administration: what does the corporate want? Justin Cooper Capita Registrars

Continues...

World Centre for Employee Share Ownership Annual Global Employee Equity Forum February 2 & 3 2012
Programme February 2 & 3 The evolving use of employee benefit trusts in employee equity arrangements How increasing regulation is impacting EBTs The role played by EBTs in multi-national equity reward Problems which confront trustees Tax and accounting treatment Robert Collard Macfarlanes LLP Saving with shares How Imagination Technologies have engaged with their employees using share plans as the key remuneration tool The fall and rise of their share price and what it has meant to the company and its employees. Future developments Richard Nelson Howells Associates Tony Llewellyn & Dean Bradford Imagination Technologies

Simplifying employee share plan taxation International comparison of tax reliefs EU initiatives Issues arising from tax simplification UKs Office of Tax Simplification share schemes review Mike Landon MM&K

A Worldwide stock plan in action: Ericsson case study Telecoms industry giant Ericsson has redesigned its global employee stock purchase plan The all-employee plan includes executive and key man incentive bolt-ons Lead adviser Computershare uses latest technology to bring in a range of efficiency savings affecting more than 22,000 participants in 100 countries in which Ericsson operates Employee take-up has significantly improved Martyn Drake Computershare

Employee financial participation in the Italian automotive industry Attitudes of employers, trade unions and their members towards financial participation What form EFP takes in the car factories The significance of this development in the evolution of Italian industrial relations Dr Marco Cilento Confederazione Italiana Sindacati dei Lavoratori (CISL) Italy Australia: Not so difficult after all? Multinational plans in the Australian environment Market practice following recent tax changes: the death of options? Unlisted companies: navigating the regulatory landscape The regulators approach to special relief: flexibility or hindrance? Michael Whalley Minter Ellison

US Share Ownership Plans - Global Fiduciary Best Practices and Failures - What Europe should consider: Failure of US common law standard to keep pace with global best fiduciary practices for share ownership plans. What should be the new paradigm? Need for clear corporate governance, controls, procedures and audits in plan documents and plan administration as a defensive perimeter against liability, especially regulators enforcement actions Need for independent fiduciary review and advice regarding investment diversification, strategy, manager selection and performance monitoring, based on best practices, not tired common practice principles Failure of US plans to recognize significant investment benchmarking and process differences between professional investment management and participant self-investment choice among offered funds. Failure of the US plans to focus investment strategy, risk exposure, and performance on both the accumulation phase and the retirement glide path of a participants account investment and management. Abandonment of participant on retirement David Hildebrandt Partner Kirton & McConkie USA & chairman of International Association for Financial Participation Eric S Smith chairman & ceo Consulting Services Support Corporation USA

Trustee panel session Moderated by Kevin Lim

RBC Corporate Employee & Executive Services

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

World Centre for Employee Share Ownership Annual Global Employee Equity Forum February 2 & 3 2012
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. Room upgrades, partners and/or extra nights can be booked and paid for by credit card, by completing a hotel form, which the Centre will email to you. To book your place or to obtain info about travel logistics etc, visit the Centre website at: www.hurlstons.com/esop and click on 'events,' or email the names of your delegates to: fhackworth@hurlstons.com with a copy to esop@hurlstons.com

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. There are always new legislative, regulatory, tax or cultural issues to examine every year. By tradition, practitioners bring client companies with them to discuss plan issues or they speak on technical matters. 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.
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 provider firms 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.

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