Swiss Stock Plan Updates Regulatory, Legal and Tax Overview and Summary. Dr. Robert W. Kuipers PricewaterhouseCoopers AG, Zurich/Switzerland

Transcription

1 Swiss Stock Plan Updates Regulatory, Legal and Tax Overview and Summary Dr. Robert W. Kuipers PricewaterhouseCoopers AG, Zurich/Switzerland

2 Agenda Introduction Equity based reward Proposal of new legislation (draft) Court case in Zurich (pending, not yet final) New corporate governance rules Accounting standards Outlook -2 -

3 Introduction Integrated, Multidisciplinary Solution Evaluation of Needs Preliminary Design Concept Testing Final Design Employee Communications Implementation Reporting and Compliance Ongoing Evaluation Design of equity participation plans and remuneration strategy Project management Legal documents Due diligence, reporting and compliance Tax optimisation (individual & corporate) Corporate finance and accounting Communication -3 -

4 Preliminary Design Total Compensation Equity Bonus Prospective, long term Retrospective, short term Business and individual goals Base Fix, functional Market benchmark -4 -

5 Preliminary Design Tailor-made design Shareholder Equity Based Reward Company Participant -5 -

6 Preliminary Design Basic Equity Models Top Mgmt Middle Management Employees Option Plans - Non-tradable options - Tradable options (warrants) Leveraged Share Plans - Shares plus options Share Plans - Share Purchase Plan - Restricted Share Plan - Matching Share Plan - Performance Share Plan Phantom Plans - Stock Appreciation Rights (SAR s) - Restricted Stock Units (RSU s) -6 -

7 Comparison of Plans Gross, before taxes Gross comparison of CHF 10'000 incentive: all in stock, all in option, combination (1 share & 2 options) Gross Benefit All in shares All in options Combination (1 share + 2 options) Share Price -7 -

8 Taxation of Stock Options Current practice - Federal Circular Letter no 5/1997 no yes Tradable Options? yes Objective valuation? - Restriction period 5 years -Option term 10 years, and yes no - no individual conditions Expert opinion? no Taxation at grant Taxation upon exercise* *caution in Geneva and Vaud -8 -

9 Share Purchase Plan Long-term appreciation potential Assumptions: Discount of say 25% Share price of CHF 100 at allocation date Share price falls Share price rises Change of Share price in % - 50% - 25% 0% + 25% + 50% + 75% + 100% Share price/end of blocking period less your investment (75% of applicable share price) Gross profit per share (before taxes) Gross yield -33% 0% +33% +67% +100% +133% +167% All amounts in Swiss francs (CHF), before taxes and social security. -9 -

10 Taxation of Share Plans Current practice - Federal circular letter no 5/1997 Taxable moment at the date of acquisition of shares Capital gain or loss at sale of shares Discount of 6% p.a. on share value for blocking Blocking period Discount Reduced market value for tax purposes 1 Year 5,660 % 94,340 % 2 Years 11,000 % 89,000 % 3 Years 16,038 % 83,962 % 4 Years 20,791 % 79,209 % 5 Years 25,274 % 74,726 % Blocking period Discount Reduced market value for tax purposes 6 Years 29,504 % 70,496 % 7 Years 33,494 % 66,506 % 8 Years 37,259 % 62,741 % 9 Years 40,810 % 59,190 % 10 Years 44,161 % 55,839 %! No change under new proposal for shares -10 -

11 Proposal for a new legislation Overview and Timetable (assumption) Draft proposal of new legislation and implementation ordinance ( Verordnung ) issued by joint working group Spring 2002 Consultation of departments ( Ämterkonsultation ) Summer 2002 Consultation process ( Vernehmlassungsverfahren ) Fall 2002 Debate in Parliament Summer 2003 Final legislation and entry into force Unknown (earliest approx. 2004) -11 -

12 Proposal for a new legislation (not yet final and in force) no yes Employee chooses for taxation at exercise? Options over shares? yes no yes Immediate irrevocable acquisition of option? no Taxation Taxation at at grant grant Taxation at vesting Taxation Taxation at at exercise exercise of of 50% 50% Taxation Taxation at at exercise exercise of of 100% 100% Valuation Black Scholes, / standard beneficial parameters, share price at grant Valuation Black / Scholes, beneficial standard parameters, share price at vesting Beneficial tax rate based on annualised income (time pro rated) Cash settlement -12 -

13 Unconditional options Taxation at grant (proposal) Standardised parameters for valuation - Share price at grant - Discount for blocking of 6% p.a. - Volatility of 20% - Riskless interest rate of 4% - Dividend yield of 1% -13 -

14 Taxation at grant Sample option valuations Example: Share price CHF 100 Fair market value Exercise price CHF 100 without blocking period (A) CHF 28 Riskless interest rate 4% Volatility 20% Tax value with blocking Dividend yield 1% period 2 years (B) CHF 20 Option term 7 years A Option value B Fair Market value (without blocking) Tax value (1 y blocking) Tax value (2 y blocking) Tax value (3 y blocking) Tax value (4 y blocking) Tax value (5 y blocking) Option term in years -14 -

15 Conditional options Taxation at vesting (proposal) Standardised parameters for valuation - Share price at vesting - Discount for blocking (if any) of 6% p.a. - Volatility of 20% - Riskless interest rate of 4% - Dividend yield of 1% - Share price at grant -15 -

16 Taxation at vesting Sample option valuations Example: Exercise price CHF 100 Share price (A) CHF 80 Riskless interest rate 4% Option value (A) CHF 11 Volatility 20% Share price (B) CHF 100 Dividend yield 1% Option value (B) CHF 23 Remaining option term 5 years Share price (C) CHF 120 Option value (C) CHF Option value C Intrinsic value Option value (5 years) Option value (4 years) Option value (3 years) Option value (2 years) Option value (1 years) 20 A B Share price -16 -

17 Choice of employee for deferral Taxation at exercise (proposal) Conditions - Option at the money - Non tradable options - Disclosure of irrevocable acquisition of option - Inclusion of exercise gain on salary certificate at exercise Taxation - At the moment of exercise - Only 50% of gain (spread) is gross taxable income - Beneficial tax rate based on annualised income (time pro rated) -17 -

18 Taxation at exercise Illustrative Example (proposal) Assumptions: - Option gain at exercise, say CHF Time from grant until exercise, say 5 years Draft new proposal Option gain CHF less 50% exemption - CHF Taxable gain at exercise CHF ! Taxable gain at exercise taxable at rate of CHF (CHF : 5 years earning period ), plus other taxable income of year of exercise -18 -

19 Court Case Zurich Potential impact on taxation of options On 14 February 2002, a Zurich court ruled that options should be taxed at date they become unconditional (i.e. vesting) Decision is under appeal to higher court, and if approved, will have retroactive effect Case will only apply to Zurich cantonal/communal income tax and net wealth tax (other cantons and federal tax may follow) Opportunities and Risks: Old practice: Grant or exercise Share price development Individual tax assessments Individual grants, vesting and exercise dates Expectation about future developments -19 -

20 Corporate Governance New Directive Swiss Exchange (SWX) Applicable to all issuers whose securities are listed on SWX AND - whose registered office is in Switzerland OR - whose securities are not listed in their home country Entry into force: 1 July 2002 Applicable to annual reports for financial years beginning on January 2002 or later -20 -

21 Corporate Governance Main Compensation Related Disclosures Board of Directors and Executive Board -Overall remuneration and compensation for all members as one total amount (including stock options and shares); plus - Highest individual remuneration without mentioning the name Outstanding options issued on securities - Separate indication of employee stock options - For financial years beginning on January 2002 or later -21 -

22 Accounting Standards Current development US GAAP - APB 25 or FAS A lot of US companies adopt FAS 123 (voluntary expensing of stock options, e.g. Coca-Cola, GE, P&G, Citigroup, etc.) IAS - Expected new rules for Accounting for Share Based Payments (IASB meeting on November 16, 2002) - Probably becoming effective at January 1, Retrospective application for outstanding shares/options from the date of publishing (expected in November 2002!) -22 -

23 Outlook Increasing public interest in reward and equity incentives (in the US new Sarbanes-Oxley Act) Ongoing changes in taxation and new regulations Need for increased transparency Accounting and expensing of equity reward under discussion Reconsidering of reward strategies due to volatile markets -23 -