Administration Viewpoints From Around the World Phil Ainsley Lloyds TSB Registrars

Summary This session explores what leading companies are doing to administer their global stock plans. The focus of the discussion will be on key considerations, best practices, and pitfalls to avoid in administering your own plan. Biography Phil Ainsley–Senior Consultant, Employee Share Plans, Lloyds TSB, Registrars Phil is the Senior Consultant, Employee Share Plans at Lloyds TSB Registrars with responsibility for a portfolio of major clients as well as a strategic business and product development role. He joined the Lloyds TSB group in 1979 and has worked in the branch network, electronic banking, personnel & training and finance departments before moving to Registrars in Phil is a founder member of the Share Schemes Advanced Studies Group and President of the WECC.

Agenda Stock Plans around the World Example of Complex local Plan Global Administration network Key Considerations Best Practices

Stock Plans around the World USA, Canada, Australia, etc. Stock Option Plans Employee Stock Purchase Plans France - Stock Purchase Plans Fonds Commun de Placement d’Enterprises U.K. - Savings-linked Option Plans Save as You Earn (SAYE) Share Incentive Plans (SIP)

Stock Plans in the U.K. Save as You Earn (SAYE) Option price discounted at start of savings period Employee can either exercise option or have savings + interest at end of savings period Share Incentive Plans (SIP) Free, Partnership and Matching elements Partnership shares bought from pre-tax salary Company can match up to 2:1

U.K. SIP Administration Highly-Complex Plan Administration Trustee Service Share Dealing interface Dividend Reinvestment Interface to Registrar Employee Proxy Voting Rights Corporate Actions capability

Global Stock Plan Administration Plan Administration H.R.EmployeesPayroll Company Outsourced Plan Administration Outsource Plan Administrator Call-Center and Web Interface Global Network of Administrators Local Service Providers Brokers BanksTrustees Legal / Tax Advisors Local Tax Authorities Registrar / Transfer Agent

Key Considerations Will local Stock Plan suit Overseas Employees? Can this plan be administered in-house? Yes Use off-the- shelf software Yes Outsource to Local Administrator No Administrator appoints local plan providers Appoint local member of global network No

Best Practices Use industry advisors to identify potential plan administrators Appoint ‘one-stop shop’ administrator who can provide majority of services themselves Verify global reach of partnership network Ensure all required services are provided Assess existing system and web capabilities