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 Bird & Bird LLP Consulting Services Support Corp. USA David Craddock Consultancy Services EU Economic and Social Committee European University Viadrina, Frankfurt Global Share Plans IAFP Kirton & McConkie USA Lewis Silkin LLP Norris McLaughlin & Marcus USA Paris Chamber of Commerce Pett, Franklin & Co. LLP Schneider Electric Shearman & Sterling 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 on June 21, sponsored by Sharetrack 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: 625 (p. issuers) / 935 (practitioners) Non-members: 775 (p. issuers) / 1,450 (practitioners)

International employee share plans: an engine for recovery

Programme & Speakers

Thursday June 21 Morning session
0830: Welcome & Keynote Speech: Better organised ceo incentives could help speed the recovery Malcolm Hurlston, chairman, ESOP CENTRE 1110: 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? Is employee share ownership (EFP) a useful tool for economic recovery? Moderated by Fred Hackworth, ESOP CENTRE

EXECUTIVE REWARD & CORPORATE GOVERNANCE

0900: 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 0930: 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) 1010: 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

GLOBAL EMPLOYEE EQUITY PLANS

1140: 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
1220: 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: The main legal, financial and practical barriers that stand in the way of employee-owned companies Solutions such as: raising awareness, identifying a bestmodel, tax and other incentives Graeme Nuttall, Independent adviser on Employee Ownership, UK GOVERNMENT, and Partner, FIELD FISHER WATERHOUSE LLP 1300 - 1415: Lunch in hotel brasserie

1040: Coffee

International employee share plans: an engine for recovery

Programme & Speakers

Thursday June 21 Afternoon session
1415: CASE STUDY: Schneider Electric's worldwide employee share ownership plan How the plan to involve more than 80 percent of its employees worldwide was conceived How the plan was introduced on a country by country basis Employee communications and Global plan administration: the project and the on-going follow up to ensure long term investment The main issues in implementing the plan and how are these being overcome Caroline Labregere, Equity Director , SCHNEIDER ELECTRIC 1450; CASE STUDY: Decisions you need to make when running a global share plan Choosing your partners, coordinating your advice Deciding on your plan operations, data protection issues Deciding on your documentation, ensuring maximum take up Measuring your success Mike Pewton, CEO, GLOBAL SHARE PLANS Eso/EFP in the public services Leading Italian trade union backs Eso/EFP for auto industry Malcolm Hurlston, ESOP CENTRE

1705: Afternoon session ends 1830 - 1945 Cocktail party and award presentaion

FridayJune 22
0845: Introduction and Housekeeping 0900: The third way: employee share ownership is beneficial for all and improves productivity 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 0930: Share Based Payments accounting 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 1000: CASE STUDY: a John Lewis type Employee Benefit Trust 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 divdends and the proceeds of sale among employees Sara Cohen, LEWIS SILKIN LLP

1520: The new Prospectus Directive: what will it mean for employee equity issuers within the EU? Current situation Finding the best route through the rules What next? Colin Kendon, Partner BIRD & BIRD 1550: Coffee 1610: 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 1640: How employee share ownership/financial participation can help deliver economic recovery: the role of the trade unions Postal workers to become shareholders in the Royal Mail

International employee share plans: an engine for recovery

Programme & Speakers

EMPLOYEE FINANCIAL PARTICIPATION WITHIN THE EU
1030: The French exception in stock plan design This presentation will explore the exceptional features of French stock plan design, which are unique in international practice, and the challenges and opportunities that these can present. We will look in particular at innovative French plan features and the possibilities that exist for exporting these to other countries. We will look too at the opportunities that exist for non-French companies to take advantage of these unique French structures to incentivise French employees. We will cover both all employee plans and executive plans Sami Toutounji, Partner SHEARMAN & STERLING Katia Zaboussova , Associate SHEARMAN & STERLING 1110: The Positive contribution of employee financial participation in the French SME sector A means of developing corporate social responsibility A moral code of conduct applied to the strategic and operational management of a business Examples of the role of EFP/Eso in French companies Henri Malosse, President-Elect, EUROPEAN ECONOMIC AND SOCIAL COMMITTEE International Director, FRENCH CHAMBER OF COMMERCE 1135: Coffee 1150: 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 1225: French employee financial participationthe next steps Jean Michel Content, IAFP 1300; Lunch in hotel brasserie 1430: Conference closure

Travel The Hotel is located on Blvd Haussmann, right in the heart of Paris. Paris is easily reachable from international locations. For travel assistance do not hesitate to contact us. Cancellation Policy Refunds: 90% of fee three months in advance, 50% between one and three months in advance, nothing if less than one month in advance of event.

Software Solutions for Employee Share Plans

Sasha Krunic, sasha.krunic@sharetrack.net Nick Chinn, nick.chinn@sharetrack.net

www.sharetrack.net

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@esopcentre.com web: www.esopcentre.com