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 LLP Consulting Services Support Corp. USA David Craddock Consultancy Services EU Economic and Social Committee Esop Centre European University Viadrina, Frankfurt Kirton & McConkie USA Lewis Silkin LLP Norris McLaughlin & Marcus USA Paris Chamber of Commerce Pett, Franklin & Co. LLP UK Government

At the Millennium Opera

Hotel, Paris

June 21 and 22 2012

Sponsors:

Lindsey Doud, Head of Development & Strategy +44 (0) 8000 566 550 cees@rbc.com www.rbcees.com

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

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

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

Venue: Millennium Opera Hotel, 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, Boulevard Haussman. The hotel is in the heart of Paris, a stones throw from the Place de LOpera. The nearest metro stations are Richelieu Drouot and Bourse. Our two-day summer event provides an ideal forum for keeping au fait with latest legal, regulatory and market trends in employee share schemes in the USA and the EU, especially UK and France; doing business; discussing share plan strategies and networking.
PACKAGE DEALS STILL AVALABLE!
The Centre still offers a limited number of package deals comprising: Two nights accommodation on June 20 & 21 in the Millennium Opera Hotel 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 Chance to stay in the hotel at a discounted rate for two more days

CONFERENCE BOOKING: Day delegate tickets can be reserved by emailing fhackworth@hurlstons.com with copy to esop@hurlstons.com ESOP Centre members: 425 (plan issuers) / 525 (practitioners) Non-members: 520 (p. issuers) / 615 (pract.)

Members: 675 (p. issuers) / 999 (practitioners) Non-members: 799 (p. issuers) / 1,450 (practitioners)

See following pages for logistics

Programme & Speakers

Share Schemes: An Engine for Recovery

Corporate equity plans: a slice of the cake for all employees Can corporate governance help protect employee equity investment? What new designs are emerging for executive equity investment plans?
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

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, Practice Leader, Human Capital Consulting AON HEWITT

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)

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)

TRUSTS, TAX & EXPENSING

Increased tax authority scrutiny of benefit trustbased 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

Executive remuneration: a change of tone

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

Programme & Speakers

Case-study: a John Lewis type EBT
Selecting the trustees onshore or offshore Should the EBT shares have voting rights? Who should advise trustees, if they need help? What happens if an offer is made for the Company? How to distribute economic benefits, such as dividends and the proceeds of sale among employees Sara Cohen, LEWIS SILKIN LLP
The main legal, financial and practical barriers that stand in the way of companies becoming and staying employee owned Solutions such as: raising awareness, identifying a best model, tax and other incentives

Graeme Nuttall, Independent adviser on Employee Ownership, UK GOVERNMENT, and Partner, FIELD FISHER WATERHOUSE LLP

Share Based Payments revisited

Some blame the banking crash partly on Black Scholes for generating false confidence among traders in their ability to fairly value derivatives, such as share options. As Black Scholes is at the heart of IFRS2, created by the International Accounting Standards Board, we ask: 'Are financial accounts vulnerable to a similar false confidence?' This presentation reviews recent experience and challenges conventional wisdom. William Franklin , PETT, FRANKLIN & CO. 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 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 Professor Jens Lowitzsch, EUROPEAN UNIVERSITY VIADRINA, FRANKFURT Employee financial participation in the French SME sector Henri Malosse, President-Elect, EUROPEAN ECONOMIC AND SOCIAL COMMITTEE International Director, FRENCH CHAMBER OF COMMERCE French trusts and Employee Financial Participation Marcel Hipszman, Caisse Solidaire

WHY EMPLOYEE EQUITY?

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

Driving employee ownership into the mainstream British economy

Last January, the Deputy Prime Minister announced a Government drive to introduce employee ownership into the mainstream British economy. Graeme Nuttall is working with ministers to identify the barriers to employee ownership and to find the solutions to knock them down. He will make his final recommendations in a report to be presented to Business, Innovation & Skills Minister Norman Lamb in July. This conference provides a final opportunity to review:

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

Logistics

PARIS 2012 CONFERENCE TIMETABLE

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

2030: Wednesday, June 20: Pre-conference informal delegates' dinner (partners welcome) in central Paris 0830: Thursday June 21: Conference opens in the Millennium Paris Opera Hotel and presentations run until 1300 when lunch will be served in the hotel restaurant 1410: The second session of topic presentations begins, running until 1630 1630-1900: At leisure 1900: Conference cocktail party (partners welcome) in the hotel 21:00: Delegates assemble in dining groups 0830: Friday June 22: The third session of presentations begins 1300: Lunch in the hotel restaurant and conference closure at 1430

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.

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