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How To Set Up A Global Share Plan

Wednesday, 10 October 2018

Advice on share plans in international workforces, based on best practice recommendations made at Equiniti’s Employee Services Forum 2018.

How can you set up a share plan to engage and retain employees across the world? When every business and workforce is completely unique, there’s no one-size-fits-all solution. Even when an organisation has decided on the right plan, complex cross border regulation means implementation is no easy task. 

Based on their experience developing global share plans, we invited experts from Deloitte, Aon, Linklaters, Worldpay, Quilter plc, Shearman and Tapestry Compliance to offer their best practice advice at the Employee Services Forum 2018. This article summarises their insights.  

1. Taking the first steps: Setting a strategy and planning action 

Bearing in mind your culture and employee strategies, agree what you want to achieve from the share plan, so you can decide on the most appropriate. Is it, for instance, about retaining people for the long-term, helping them feel like part of the company or ensuring good financial health for all your employees? 

At a top level, agree budget and a timeline, including any key upcoming corporate milestones. Decide who the key team members are for delivery and get backing from the top echelons of the organisation for the initiative.  

Decide which employees in which countries will be covered by your plan. Will you, for example, focus on areas where you have a larger workforce? 

Now look into the share plan options for each country, as they vary widely. Just looking at three countries reveals the differences:  

UK

France

US

Main options: SAYE, SIP

Main option: ESPP

Main option: ESPP

Key facts: 

Key facts: 

Key facts: 

SAYE 

  • 3 or 5 year savings contract, no income tax liability at exercise, though may be capital gains tax (allowance is £11,700)

SIP 

  • Free shares – up to £3,600, minimum 3 year holding period, shares sold before they have been held for 5 years subject to income tax
  • Partnership shares – up to £1,800 of shares bought from pre-tax earnings, shares sold before they have been held for 5 years subject to income tax
  • Matching shares – up to 2 Free shares for each Partnership share, minimum 3 year holding period, shares sold before they have been held for 5 years subject to income tax
  • Dividend shares – can be reinvested, 3 year holding period
  • 4.5 to 5 years savings contract
  • Capital gains are exempt from employee income tax but subject to employee social charges (17% of which 7% tax deductible)
  • Cash comes from voluntary employee contributions, profit sharing, accrued overtime, employer matching contribution or employer and bank financing
  • Investments are mutual funds, company stock, stock option exercise or leveraged company stock fund
  • Number of different plans in use, such as the ISO and S3 plans, but the focus is on those that follow S423 of the IRC rules
  • Formal registration with SEC and adoption of plan rules required
  • Investments are new issue and treasury shares
  • $25,000 value limit

Quilter plc case study

When Old Mutual plc underwent a managed separation, one of the four new companies, Quilter plc, took the opportunity to review the most appropriate share plans to offer to employees across the world.

The board wanted all employees to be shareholders in the business at listing and explored several options for this over a very short time period. They decided that a Free Share Award was the best way to recognise the role their employees had played in getting the company to the listing, celebrate the event and bring everyone on the next phase of their journey as a plc. A SAYE scheme is planned for the near future.

2. Getting into the details: Compliance considerations

Work out what you need to take into consideration for your share plan to be compliant. In each of the countries it will cover, look at:

  • Securities laws
  • Exchange control regulations
  • Tax rules
  • Data privacy
  • Employment laws
  • Banking regulations
  • Financial services regulations
  • Company law

Decide how often you will check you are doing everything you can to remain compliant now and for the future – usually annually or continually rather than only when things change. 

3. Making it matter: Communications

Now you know what is going to be offered, consider who needs to know – when will you speak to works councils and investors, for instance?

How will you help your employees understand the plan’s benefits and make sure they have all the information they need if any decision-making is required? What is the best avenue for communications bearing in mind the demographics of your workforce and the way your business is set up? Think about both the short-term and the long-term, considering combining some or all of the following options to communicate effectively:

  • Brochure
  • Email campaign
  • Live online portal
  • Microsite
  • Augmented Reality
  • Social media
  • F2F

Running a share plan in multiple countries is a highly specialist project that requires co-operation across HR, risk, legal and compliance – not just during this set up phase but from now on. These are just the initial steps to take and for more help with setting up a global share plan, get in touch with Phil Ainsley or take a look at the slides in the sessions covered in this article:

Breakout 2: The Global Face-Off US v UK v France

Breakout 4: The Demerger and Flotation of Quilter plc

Breakout 6: Global Plans – Due Diligence – How to do it Efficiently and Cost Effectively

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