GEO UK Chapter Meeting

20 June 2018 Member Driven Not for Profit Organization

An Unrivalled Events Program o Industry-leading educational & networking opportunities o Attended by nearly 2,000 delegates in 21+ countries in 2017 A Thriving Membership Base o A peer network with endless opportunities o Global community of c. 5,000 individuals from 60+ countries Resources that Work for You o Articles, weekly newsletters, events, white papers, surveys, webcasts & private online community, GEOconnect

EXCLUSIVE to GEO Members

2 Make the Most of Your Membership

Seek out a mentor through GEO’s Mentor Matching Program, exclusively available to GEO members. GEO's Mentor Matching Program is a unique online networking and career development tool that helps you find, connect, and share experiences with others and develop important job-related technical skills. Tap into expertise on specific plan-types, M&A, and administration challenges. Looking for guidance on country-specific details? GEO's mentor matching program will deliver this and more! Simply log into GEOconnect and visit our Mentor Match page.

3 Mark Your Calendar

WEBCASTS

• 17 July – Q2-2018 Global Equity Updates: Baker & McKenzie

4 Mark Your Calendar CONFERENCES and EVENTS

• Australia Regional Events Melbourne & Sydney 16 & 18 October 2018 • Pan European Regional Event IET London: Savoy Place 15 November 2018, London, UK • 20th Annual Conference Grand Hotel Krasnapolsky 10 - 12 April 2019, Amsterdam, NL

Submit speaker proposals for PERE by July 27!

5 Mark Your Calendar

CHAPTER MEETINGS - Confirmed

• 20 June – UK • 21 June – Boston

UK CHAPTER MEETINGS - Planned

• Autumn – UK Charity Event • Winter – Non-London Location TBC • Q1 2019 – Jersey

6 Issuer Pass Drawing

As attendees of today’s GEO chapter meeting you have the chance to win a complimentary attendee pass to our 20th Annual Conference, 10 - 12 April 2019 in Amsterdam, NL or another GEO event in the coming year! We’ll contact the winner by email tomorrow – good luck!

7 Why GEO?

 Global share plan and executive compensation education  Plan strategy and design  Global & multi-national best practices & benchmarking  The latest trends, innovations, & recommendations  Strong global network of equity and executive compensation leaders, decision makers, innovators, academics, experts & professionals

8 19th Annual Conference Prepare for Tomorrow’s Global Challenges Pam Roffe Manager, Share Plans

Pat Sims Global Share Plan Consultant

Louise Sutton Global Equity & Reward Manager What happened • 3 keynote speakers • 45 breakout sessions • 6 special events • 2 fun evenings • 24 sponsor exhibits • 360+ attendees

So what sessions did we pick to highlight… Gender Pay: Mind the Gap! Performance Awards: The Down and Dirty Company Culture and Equity Plan Design: A Powerful Pair Company Culture and Equity Plan Design: A Powerful Pair What else

THE SIX COMMANDMENTS FOR USING NAPKINS

SUPER SOUP EATING TIPS

HOW TO PASS THE BREAD ROLLS

STEPS I – V OF HOW TO USE A KNIFE AND FORK GEO 2018 Award Winners

Local success stories

• HSBC • BAE Systems • Sage Group • Janus Henderson

17 GEO Awards 2018 Best Plan Communication (over 200,000 employees)

About HSBC

HSBC is one of the world's largest banking and financial services organisations

HSBC employs more than In over Across

230,000 people 3,900 offices 67 countries

Employees speak serves around 144 languages 38 million customers

OUTCOME & LEARNINGS

Around 9,000 employees joined a plan for the first time & 84% of participants elected to keep their shares Meet with your Industry Peers Challenge how you currently write your communications (internal and external) Consider various mediums of communications Resonate with your employees Engage your share plan administrators as early as possible Email is the most viewed form of communication – needs to capture employees attention Factor in enough time INCLUDE THE APPROPRIATE COMPANY AND NATIONAL SECURITY MARKINGS (IF REQUIRED). GUIDANCE CAN BE FOUND HERE

BAE Systems plc Best Use of Employee Share Plans in an Emerging Market (Between 20,000 and 100,000 employees)

The Mission • To deliver a stock purchase plan into the Kingdom of Saudi Arabia – for both the ex-pat population and Saudi Nationals • Unapproved Share Incentive Plan – mirrors the UK SIP as closely as possible and is suitable to replicate in other countries

The Challenges • Sharia Law Next Steps • Approvals from the CMA (Capital Markets Authority) and the Ministry of Man Power • Roll-out to newly formed • Language KPCs in the Kingdom of • Cultural Saudi Arabia

• Feasibility studies to The Highlights launch plan in Qatar and • Successful launches in KSA and Oman Bahrain • 100% participation in the Free Shares awards • Increasing participation in Partnership Shares • Interest from other locations on the back of our internal news item regarding the GEO award

INCLUDE THE APPROPRIATE BAE SYSTEMS COMPANY MARKING (IF REQUIRED). GUIDANCE CAN BE FOUND HERE Include the appropriate copyright legend. Include appropriate trademark legends (if required). Guidance can be found HERE (see final slide for restrictions on use) Sage Group plc GEO Award Winner 2018 ‘Most Creative Solution’ (up to 20,000 employees)

Jules Shepherd

© 2018 The Sage Group plc or its licensors. All rights reserved. About Sage • Founded in 1981, Sage is the market leader for integrated accounting, payroll and payment systems supporting the ambition of the world’s entrepreneurs. • Over 13,000 employees in 25 countries • Aspire to be the employer of choice in our industry • August 3 2017 – acquisition of Intacct Corp. a privately held company based in Silicon Valley

A Winning Solution

• The acquisition presented a challenge and an opportunity! • Single Strategic Goal - retain Intacct colleagues • Challenges – Non silicon valley company – Expectation – Equity is King! – Cost and Timing • Solution – Plan that enabled preservation of key material terms and flexibility for Sage • Results – Low Attrition – Scalable Plan Management 6/21/2018 © 2018 The Sage Group plc or its licensors. All rights reserved. 24

* Janus Henderson Merger Best Use of Employee Share Plans in a Corporate Action Up to 20,000 Employees

25 $1,000 Merger Award

• UK SIP free shares or Restricted stock • USA 401K contribution • 14 other Countries Restricted stock • Just over 2,000 employees granted $1,000 of stock

“With commitment to building an organisation of employees who not only act like owners but are owners, we are gifting each colleague $1,000 worth of shares of Janus Henderson stock as a token of appreciation.”

26 Discussion Dens

27 Global Stock and Reward Services

GEO London Chapter Meeting Discussion Den: Maximising your share plan administration

20 June 2018

Chris Mowatt– Barclays, Global Stock & Reward Services Discussion Den

Maximising your share plan administration We’ll be looking at the best practices, pitfalls and challenges of today's global equity compensation; offering some food for thought on key items; and then providing a surgery approach for practical concerns of the audience to help improve your share plan management internally or with administrators.

For more information

Chris Mowatt, Director, Barclays Global Stock & Rewards [email protected] Office +44(0)20355 53088 | Mobile +44 (0)7557 758 935 Barclays, Level 16, 1 Churchill Place, London E14 5HP

Important Note

This document is for the addressee only and is confidential. It is for information only. It is not to be passed to any third party without our prior written consent. Where information in this document has been obtained from third parties, the sources are believed to be reliable but we do not represent or warrant that it is accurate or complete, and such information may be incomplete or condensed. Tax rules can change and the benefits and drawbacks of particular tax treatment will vary with individual circumstances. Barclays are not providing you with legal, tax or financial advice. If you have any queries as to the legal or tax implications of any investment or course of action, you should seek independent professional advice. It is your responsibility to check whether any offering to your employees constitutes a benefit in kind with HMRC or the prevailing body at that time. The content of the financial education programme is not intended to be a financial promotion and does not constitute financial advice. This document and any due diligence conducted is based upon information available to us at the date of this document and takes no account of subsequent developments. In preparing this document we may have relied upon data supplied to us by third parties and therefore no warranty or guarantee of accuracy or completeness is provided. We cannot be held accountable for any error, omission or misrepresentation of any data provided to us by third parties.

Share Plans in the News

Ian Brown Associate Director, Deloitte GEO Discussion Den – June 2018

Lessons from Daniels v Lloyds Bank Plc

Amending plan rules Exercising discretion

Documenting Limiting claims from Board/Remco former employees discussions

If you would like to discuss:

Ian Brown Nick Hipwell Associate Director Partner London, UK London, UK Email: [email protected] Email: [email protected] Tel: +44 20 7303 0999 Tel: +44 20 7007 8647

Sarah Keith Martin MacLeod Senior Adviser Associate Director London, UK London, UK Email: [email protected] Email: [email protected] Tel: +44 20 7007 4927 Tel: +44 20 7007 1306

The Market Abuse Regulation (MAR)

Making the tricky calls – things to think about when you want to deal holding inside information

Cara Hegarty 20 June 2018 What does MAR cover and why is it relevant to share plans?

Share Dealing Code & clearance process (not MAR) Restrictions on dealing: closed Notifiable Inside periods (PDMRs transactions for Market information and Insider lists only) and inside PDMRs and soundings announcements information CAPs periods (everyone)

The majority of dealings employees and directors will undertake relate to participation in share plans: option exercises, selling shares, making investment elections etc. Beware: Any dealing undertaken whilst a person has access to inside information (i.e. they are on an insider list) carries a risk as there is a presumption that insider dealing (which is an offence) has been committed under MAR and/or the Criminal Justice Act. The presumption can be rebutted with evidence. However, risk exists regardless of whether a dealing required and/or was given clearance. 36

Giving clearance - questions to ask

Does the individual require clearance? No Yes Is it a dealing No No restrictions requiring clearance? Yes CAN THE COMPANY GET No Can’t deal Apply for clearance COMFORTABLE WITH (clearance refused) Yes THE RISK? Yes Does the person Is it a closed period? No have price sensitive No Is it appropriate? Yes Give clearance information? Yes Does an exemption Yes WARN THE EMPLOYEE IF YOU KNOW THERE IS apply? No INSIDER DEALING RISK? No Can’t deal If a PDMR or CAP, consider if any notification (clearance refused) required 37 What tricky scenarios have you faced?

38 Linklaters LLP

One Silk Street London EC2Y 8HQ Tel: (+44) 20 7456 2000 Fax: (+44) 20 7456 2222

[email protected]

These slides are intended merely to highlight issues and not to be comprehensive, nor to provide legal advice. Should you have any questions on the issues set out here, please contact Linklaters LLP.

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers. This document contains confidential and proprietary information. It is provided on condition that its contents are kept confidential and are not disclosed to any third party without the prior written consent of Linklaters. Please refer to www.linklaters.com/regulation for important information on our regulatory position.

39 A36745949 UK Corporate Governance developments: Employee Representation in the Boardroom Suzannah Crookes Legal Director Pinsent Masons LLP UK Corporate Governance Reform • Package of reforms to Corporate Governance regime, taking effect from 1 January 2020. Focus areas include: – Employee representation and engagement – Executive Pay – Private companies • Employee Voice – Employee representation in the boardroom – Explanation of engagement with workforce – Remco oversight of company remuneration and workforce policies and practices – CEO:workforce pay ratio

Contact Details

Suzannah Crookes Legal Director Share Plans & Incentives T: +44 (0)113 294 5233 M: +44 (0)7585 996 328 E: [email protected] Pinsent Masons LLP is a limited liability partnership, registered in England and Wales (registered number: OC333653) authorised and regulated by the Solicitors Regulation Authority and the appropriate jurisdictions in which it operates. The word 'partner', used in relation to the LLP, refers to a member or an employee or consultant of the LLP, or any firm of equivalent standing. A list of the members of the LLP, and of those non-members who are designated as partners, is available for inspection at our registered office: 30 Crown Place, London, EC2A 4ES, United Kingdom. © Pinsent Masons 2018.

For a full list of the jurisdictions where we operate, see www.pinsentmasons.com Share plan communications:

Necessary evil or key to success?

Visit www.talkwithstitch.co.uk to see what we think

This session will be shaped by you, but we are happy to cover…

 Current issues / questions you have  Upcoming changes  Recent changes  Recent trends

Thank you for joining us!

Hannah Needle Legal Director Tapestry Compliance LLP +44 (0) 113 457 0152 [email protected]

Sally Blanchflower Managing Associate Tapestry Compliance LLP +44 (0) 114 213 4494 [email protected]

Best practice for running transatlantic incentive plans 20 June 2018 Transatlantic Discussion Den

 Over there

– Henrik Patel

– [email protected]

– +1 212 819 8205

 Over here

– Nicholas Greenacre

– [email protected]

49 – +44 20 7532 2141 Thank you www.globalequity.org