ipsa newsletter spring 2015

10
Welcome to the Spring 2015 issue of the IPSA newsletter. Since our last newsletter we are delighted to welcome back to council Aoife Gibson of McCann FitzGerald from maternity leave after the birth of her baby girl. We are also delighted to welcome two new members to council, Gill Brennan of the Irish Association of Pension Funds (IAPF) and Conor Wall, of Golder Associations (Golder) both of whom are committed advocates of EFI . Gill has already been a member of our pensions subcommittee and will bring her experience from the IAPF in strategy and lobbying to the IPSA council, while Conor will bring his insight as an employee of Golder, one of the world’s largest employee owned companies. Also since our last newsletter, Maoiliosa O’ Culachain has resigned as our CEO in order to take on the role of Business Development Director for Europe with Nasdaq Private Market. We wish Maoiliosa well in his new role. Following on from these changes we have had a number of detailed sessions with council discussing the strategy of council going forward. We also carried out our first ever IPSA survey which gave members an opportunity to provide feedback on how we can improve our services and what areas you would like your council to focus on – more about that later! As you will see from the “save the date” above our IPSA Annual lunch will take place on the 28th of May in the St. Stephens Green Hibernia Club. Our guest speaker at this year’s event is Fergus Finlay the Chief Executive Officer of Barnardo’s in Ireland, an author and a weekly columnist with the Irish Examiner. Barnardo’s is a children’s charity with the mission to make Ireland the best place possible to be a child by supporting families and communities, by lobbying the government and by challenging society. Our lunch will be a wonderful opportunity for our members and others interested in IPSA to network in a relaxed and informal setting. Some exciting news this month – we met with the Minister for Jobs, Enterprise and Innovation Richard Bruton and gave a detailed presentation on the benefits that employee ownership can bring to the economy, particularly the introduction of EMI. We are hopeful that this is the start of some real engagement with the government in this area. We will give a fuller update on our meeting with the Minister at our AGM on the 25th March, kindly sponsored by McCann Fitzgerald. We will also present to you the findings of our recently conducted survey and one lucky participant will win an iPad mini. We look forward to seeing as many of you as possible. Keavy Ryan and Niall Kavanagh IPSA Newsletter Spring 2015 Introduction SAVE THE DATE IPSA Annual lunch Thursday 28th of May St. Stephens Green Hibernia Club – booking shortly through www.ipsa.ie Keavy Ryan Co-Chair IPSA, A&L Goodbody / Niall Kavanagh, Co-Chair IPSA, Perrigo PLC

Upload: cormac-brown

Post on 08-Aug-2015

51 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: IPSA Newsletter Spring 2015

Welcome to the Spring 2015 issue of the IPSA newsletter. Since our last newsletter we are delighted to welcome back to council Aoife Gibson of McCann FitzGerald from maternity leave after the birth of her baby girl. We are also delighted to welcome two new members to council, Gill Brennan of the Irish Association of Pension Funds (IAPF) and Conor Wall, of Golder Associations (Golder) both of whom are committed advocates of EFI . Gill has already been a member of our pensions subcommittee and will bring her experience from the IAPF in strategy and lobbying to the IPSA council, while Conor will bring his insight as an employee of Golder, one of the world’s largest employee owned companies. Also since our last newsletter, Maoiliosa O’ Culachain has resigned as our CEO in order to take on the role of Business Development Director for Europe with Nasdaq Private Market. We wish Maoiliosa well in his new role. Following on from these changes we have had a number of detailed sessions with council discussing the strategy of council going forward. We also carried out our first ever IPSA survey which gave members an opportunity to provide feedback on how we can improve our services and what areas you would like your council to focus on – more about that later! As you will see from the “save the date” above our IPSA Annual lunch will take place on the 28th of May in the St. Stephens Green Hibernia Club. Our guest speaker at this year’s event is Fergus Finlay the Chief Executive Officer of Barnardo’s in Ireland, an author and a weekly columnist with the Irish Examiner. Barnardo’s is a children’s charity with the mission to make Ireland the best place possible to be a child by supporting families and communities, by lobbying the government and by challenging society. Our lunch will be a wonderful opportunity for our members and others interested in IPSA to network in a relaxed and informal setting. Some exciting news this month – we met with the Minister for Jobs, Enterprise and Innovation Richard Bruton and gave a detailed presentation on the benefits that employee ownership can bring to the economy, particularly the introduction of EMI. We are hopeful that this is the start of some real engagement with the government in this area. We will give a fuller update on our meeting with the Minister at our AGM on the 25th March, kindly sponsored by McCann Fitzgerald. We will also present to you the findings of our recently conducted survey and one lucky participant will win an iPad mini. We look forward to seeing as many of you as possible. Keavy Ryan and Niall Kavanagh

IPSA Newsletter Spring 2015In

trod

uctio

n SAVE THE DATE

IPSA Annual lunch Thursday 28th of May St. Stephens Green Hibernia Club

– booking shortly through www.ipsa.ie

Keavy Ryan Co-Chair IPSA, A&L Goodbody / Niall Kavanagh, Co-Chair IPSA, Perrigo PLC

Page 2: IPSA Newsletter Spring 2015

LSE

rese

arch

con

firm

s ri

se o

f sha

re p

lans

Marie Fogarty is a Client Account Manager with Computershare Plan Managers – Ireland and can be contacted at [email protected] or 01 216 3120.

Employee share plans are on the rise. All around the world companies are setting up new schemes and extending existing plans to new areas of their businesses. Plans are also becoming more and

more popular with employees, as firms focus on effective communication with their staff to explain what’s available – and the benefits to individuals.

Last autumn, the benefits that employee share plans bring to institutions themselves became clearer than ever. Research published by Computershare in partnership with the London School of Economics (LSE) and the National Institute of Economic and Social Research (NIESR) culminated in a comprehensive global analysis of the effectiveness of share plans, in particular how membership of a plan affects an employee’s behaviour and his or her views of the employer. Senior research professionals at NIESR and LSE oversaw the project, which lasted six months and surveyed almost 4,000 employees in nine different countries (Ireland, the UK, Australia, New Zealand, the USA, Canada, Hong Kong, Germany and South Africa).

The project’s seminal findings demonstrated definitively just how extensively share plans can positively affect workforce performance. It found that share plan members take less absence, are less likely to leave the firm, work longer hours and are more satisfied with their jobs.

A majority of share plan members also thought share plan membership increased their motivation, reduced the likelihood they would leave the firm and made it more likely that they would recommend the company to others. And compared to non- members, the results showed that share plan members:

• Are less likely to quit the firm• Take less absence• Work longer hours• Are more satisfied with their jobs• Are more committed to the firm.

The research also highlighted other benefits of having a well-designed share plan as part of a company’s benefits package: 36% of respondents said that a share plan was likely to attract talented people to the company, while 43% said that the share plan made it more likely they’d recommend the firm to others, with the effect much higher for members (55%) versus non-members (34%).

It’s difficult to imagine many initiatives that can deliver such widespread benefits – particularly as in most cases any costs associated with establishing and running share plans in Ireland are covered by savings in Pay Related Social Insurance (PRSI). With employer PRSI standing at 10.75%, whenever 100 employees invest e5,000 bonus and e5,000 salary contribution (a e1,000,000 combined investment) in a share plan, their employer saves the equivalent of e107,500 a year. In addition, although share prices can go down, corresponding tax breaks can help offset losses that would otherwise affect share plan members. As a result, the only barriers to reaping the rewards of successful share plans are institutions’ own reluctance to find new ways of improving their business and motivating their staff.

• You can find out more about the research at www.computershare.com/survey2014.• You can read about Computershare’s four-step process to help companies improve their share plan communications at

www.computershare.com/4steps. • You can find more market information at the Computershare Knowledge Centre at

www.computershare.com/knowledge-centre.

IPSA

New

slet

ter

Spri

ng 2

015

- Pa

ge 2

Page 3: IPSA Newsletter Spring 2015

Gemma Jacobsen is a Director with KPMG Ireland.

IntroductionEmployee share incentive plans can encourage employee participation and loyalty as well as offering tax efficiency for employees and directors (the term “employee” has been used throughout this article). It is worth noting the exemption from employer PRSI (currently 10.75%) where the shares acquired are shares in the employer company or a controlling company.

This article focuses on the taxation treatment of the most common plans, and highlights some practical matters for consideration.

Practical Considerations for Plan DesignWhen designing a share plan companies should be familiar with their corporate governance and regulatory environment, together with trends and best practice for employee reward. They need also to consider the following

- Should employees acquire shares now or in the future when performance conditions are met- Are ordinary shares in a subsidiary or the top company, or is a separate class of shares to be used- Will employees pay for the shares and will this be at market value- Is tax efficiency the driver or, a possible added feature

Unapproved Share Options – Section 128 TCA 1997An option is a right to acquire shares at a pre-determined price. Options can be attractive as they avoid the complexity of dealing with minority shareholders, exiting employees, shareholders and regular share valuations, and usually there is no cash outflow for the employee on grant.

TaxationThe grant of a share option does not usually give rise to a tax charge. Subsection 5 provides where options are granted at less than the market value of shares, and the option exercise period is greater than seven years a tax charge arises on grant.

Subsection 2 provides that a taxable event can arise on the exercise of, release or assignment of the option. The most common event is the exercise of the option. The taxable gain is the market value of the shares at date of exercise less, the price paid for the option plus the exercise price paid.

Payment of the taxation arising is made in accordance with section 128B TCA 1997. Income tax, USC and employee PRSI charges are payable by the employee under self-assessment within 30 days of the date of exercise (Form RTSO1).

Employees should be aware that interest charges arise on a daily basis for late payment at a rate of 0.0322% per day, and that they are chargeable persons for self-assessment purposes.

The base cost of the shares can be the total of the price paid, if any, for the option, the exercise price paid and the amount brought to charge to tax or the market value of the shares on the date of exercise (see Tax Briefing Number 63).

Restricted Stock Units (RSUs)A RSU is a promise to provide shares in the future subject to certain vesting conditions such a continued employment. The employee becomes a shareholder and has shareholder rights only when the RSUs have vested.

TaxationA RSU is not a share option to which section 128 TCA 1997 applies. It is a taxable perquisite of the employment chargeable to tax under section 112 TCA 1997 (or Case III of Schedule D if applicable). The income tax, USC and PRSI liability on the shares (or cash if applicable) arises on either:

(a) Date of vesting; or(b) Where the shares or cash pass prior to the date of vesting, on that prior date.

This taxation treatment is confirmed by Revenue in Tax Briefing Number 63.

Empl

oyee

sha

re in

cent

ive

plan

s ca

n en

cour

age

empl

oyee

par

ticip

atio

n an

d of

fer

tax

effic

ienc

y

IPSA

New

slet

ter

Spri

ng 2

015

- Pa

ge 3

Page 4: IPSA Newsletter Spring 2015

With effect from 1 January 2011 the income tax, USC and PRSI due on share based remuneration (with the exception of the gain made on exercise of a share option or other right to acquire shares taxable under section 128 TCA 1997) is payable by way of employer withholding (“PAYE system”).

The taxable event is the vesting (or earlier date noted above) and not the date the shares are delivered. It is the vesting date on which the market value of the shares is determined and the PAYE obligation arises. eBrief No. 27/13 confirms that Revenue are “prepared to postpone collection of the tax, USC and PRSI until the date on which shares are settled rather than the vesting date provided that the settlement date is not more than 60 days after the vesting date. It should be noted that this 60-day extension is the outer limit allowed and does not apply where the actual settlement date occurs within a shorter period”.

Some plans provide that the employee will be paid a cash amount equivalent to dividends. Such dividend equivalents are taxable emoluments to which income tax, USC and PRSI withholdings apply.

Share AwardsWhere an employee acquires shares and pays market value of those shares, no tax charge arises. The share appreciation on disposal is within the charge to capital gains tax (currently 33%). Where the employee does not pay the market value for shares, the discount is a taxable perquisite in accordance with section 112 TCA 1997. If the employee is put in funds by the company, or only partly pays for the shares a preferential loan charge (section 122 and section 122A TCA 1997 respectively) will arise until such time as the loan is discharged or the shares are fully paid up. The income tax, USC and PRSI due in all circumstances is discharged via the PAYE system.

In determining the tax value of a share discounts can be taken for minority interest, lack of voting rights and conditions attaching to the share. For PAYE purposes a private company must make a “best estimate” of market value. eBrief No. 27/13 sets out Revenue position on how a “best estimate” can be determined and substantiated.

Companies should be mindful of the provisions of section 128C TCA 1997 (convertible share legislation) in particular where there may be provisions for dealings in the shares not with third parties, for example where employees leave employment. Companies should also be aware of section 122 (A) (7) TCA 1997 which imposes a Schedule E charge where shares are disposed of by employees for greater than their then market value.

Restricted Share Schemes - Section 128D TCA 1997Under such schemes shares are typically acquired by an EEA trust, though Revenue can accept other methods for holding shares, such as a secure brokerage account.

Under a written agreement entered into at the time of acquisition the employee agrees to a “restriction on the freedom ….. to assign, charge, pledge as security for a loan or other debt, transfer, or otherwise dispose of the shares for a period of not less than one year…..” (sub-section 3).

This restriction reduces the amount chargeable on exercise of a share option or the vesting of a RSU (where the share is restricted) and a share award.

An employee would otherwise be charged to income tax, USC and PRSI on the market value of the shares award less an amount paid for the shares. The chargeable amount is reduced depending on the period of the restriction.

Restricted Abatement1 10%2 20%3 30%4 40%5 50%Over 5 years 60%

It is current Revenue opinion that the restricted period must be mandatory and imposed by the company. They will accept that some shares may have to be sold by the employee to fund the upfront tax liabilities. The tax relief afforded by section 128D does not apply to these unrestricted shares.

IPSA

New

slet

ter

Spri

ng 2

015

- Pa

ge 4

Page 5: IPSA Newsletter Spring 2015

IPSA

New

slet

ter

Spri

ng 2

015

- Pa

ge 5

The capital gains tax base cost is the amount brought into charge to tax where the shares are from an issue of shares. Where the shares are already in existence the base cost is the pre abated market value. This is confirmed by Revenue IT 73.

All Employee Share PlansApproved Profit Sharing Scheme (“APSS”) – Part 17 and Schedule 11 TCA 1997

Under an APSS, employees can convert an otherwise taxable discretionary bonus into shares. Under Revenue practice, employees may also apply a percentage of basic gross salary towards the purchase of shares, this is known as “salary foregone”. There is an overall annual limit on the value of shares which can be appropriated income tax free of e12,700 per employee.

The employee is regarded as a shareholder from the date of appropriation, and the base cost of these shares is (in general) the market value of the shares on the appropriation date.

There are many terms and conditions to be met to obtain Revenue approval. These are contained in schedule 11 to the Act, and include:

- All employees and full time directors of the company establishing the scheme, who have been employed for a specified period of no more than 3 years, must be allowed to participate on “similar terms”.

- Shares may be allocated based of length of service, basic salary and attendance. With Revenue agreement different levels of allocation based on the performance of the company and the individual are acceptable

- There are a number of conditions for the shares, for example they must be ordinary shares in the employer company or controlling company. The APSS works best where the shares are quoted on a stock exchange

Revenue have issued a very helpful Guide to Profit Sharing Schemes which includes specimen rules and contract of participation. Revenue undertook a review of “Practices Relating to APSS”. Their findings are included in Tax Briefing Issue No.71. This outlines Revenue position on the “use of bonuses” and salary foregone.

Taxation The shares must be held in an Irish trust for a minimum of two years. Where the shares are held in trust for three years, no charge to income tax arises. Universal Social Charge and employee PRSI charges arise on the date of appropriation of the shares based on the then market value of the shares. Collection and remittance of these charges rest with the employer and not the trustee. The increase in the USC top rate in 2015 to 8% will increase the tax cost for some participants to 12% (this will also apply for “SAYE” gains).

Revenue Approved Savings Related Share Option Scheme (“SAYE”) – Part 17 TCA 1997 and Schedules 12A and 12B

There are two elements to this scheme: (i) an approved savings-related share option scheme, and (ii) a certified contractual savings scheme.

The employee agrees to save a fixed sum out of net after tax salary for a pre-determined period, of three, five (or seven years). The employee is granted options which can be at a discount of up to 25% on market value referable to the amount they agree to save. Schemes must use a qualified savings contract (schedule 12B) which can provide a tax free return.

Like the APSS, there are certain terms and conditions for Revenue approval. These are contained in the schedules 12A and B to the Act. These include:

- The shares must be in a company not under the control of another or quoted on a recognised stock exchange- The options must be over the ordinary share capital of the grantor, a company which has control of the grantor, or a member of a

consortium- Employees and full-time directors who have been employees/directors for a specified period not exceeding three years, must be

eligible to participate on “similar terms”

Page 6: IPSA Newsletter Spring 2015

TaxationWhere the terms of the legislation are met, no income tax, USC or employee PRSI charges arises on grant and no income tax charge arises on exercise of the option. USC and employee PRSI will be charged on the option gain on the date of exercise. Unlike unapproved share options the employer is required to remit the USC and PRSI liability via the PAYE system. Where the exercise is by a former employee, the option holder must self-assess for the USC and PRSI liabilities - see eBrief No. 27/13.

The interest or bonus earned on savings can be paid free of income tax, DIRT, USC and PRSI.

The base cost for capital gains tax purposes is amount paid for the shares, i.e. the option exercise price.

Revenue have issued a Guide to Savings Related Share Option Schemes. This is in a similar format as the APSS guide and includes specimen rules and other ancillary documents.

ConclusionShare based remuneration has become a very popular, and in some cases, a required part of employee remuneration.

Certain Irish schemes can afford tax relief for employees. In most cases there is no employer PRSI cost for the company.

As payroll tax and reporting obligations (Form RSS1, ESS1, SRSOS1) rest with the company, employers need to have systems in place to track the taxable events, to collect and remit taxes, and to file returns where applicable.

© Copyright of Irish Tax Institute. This article first appeared in Irish Tax Review, Vol. 27 No. 4

Jack Fitzpatrick Award December 2014

IPSA

New

slet

ter

Spri

ng 2

015

- Pa

ge 6

Iain Hasdell who gave the Jack

Fitzpatrick lecture in December 2014

Barre Fitzpatrick (centre) who presented the Jack Fitzpatrick award to Gary Boyle (left) in the presence of Keavy Ryan (IPSA Co-Chair)

Page 7: IPSA Newsletter Spring 2015

Gill Brennan is Membership Development Manager with the Irish Association of Pension Funds and an IPSA Council Member

I’m on my way back from London. I’ve just been to the Employee Benefits Connect conference, where one of the presenters told those assembled that he has a client whose oldest worker is 95! Of course there were audible gasps from the audience, along with a couple of sotto voce mumbles of ‘ah bless!’ and ‘oh my word’! Crucially what the presenter in question didn’t tell us was whether the ninety-five

year old in question was still working because (a) they wanted to or (b) they couldn’t afford not to stop working. If it’s the latter option, it is a tad scary is it not?

Currently in Ireland this scenario is not really a possibility as to the best of my knowledge there are relatively few employers in this country who will consider employing people if they are past what we term the Normal Retirement Age (NRA) or are at, or over, State Pension Age (SPA). But this will change. There is no doubt in my mind that the day is coming when writing retirement ages into contracts will have to cease. All it will take is a directive from Brussels.

So what would that mean for employers in Ireland if there was to be no mandatory retirement age? That all employees who reached NRA into the future didn’t have to retire at 66, or 67 or 68? Given the shape of the current pension landscape in Ireland that news wouldn’t be great.

Irish pension landscape at presentAt present as per the QNHS ending 2014 there were 1.9m persons in employment in the State. According to the Pensions Authority Annual Report 2013, 748,371 were active members of a pension scheme. That’s only 38.6% of the entire working population. Take out the public sector and means that only 26% of all private sector workers are currently active members of a pension scheme. That’s roughly 495,000 people currently working in the private sector that are saving for retirement. But when we look into the future:

“The old population (i.e. those aged 65 years and over) is projected to increase very significantly from its 2011 level of 532,000 to between 850,000 and 860,700 by 2026, and to close to 1.4 million by 2046...”

If we work by the above figures, that in 21 years time there will still only be 26% of private sector workers saving into some kind of retirement plan, it should be of huge concern that it is very, very likely that 74% of this cohort will have no pension! To have over 636,000 (74% of 860,700) over 65’s who cannot afford to retire, still in the workforce by 2026 could create a big obstacle to youth employment over the coming years.Surely the State Pension will be enough?Even though the Irish State Pension is one of the most generous state pensions across EU members, given the above rate of growth the Irish State is facing a rather large problem. There might not be enough to continue the State Pension at its current rate of €230 per week, or continue it at all.Last year, for 420,000 people, the state pension bill was €5.1 billion and this liability is expected to increase by €200m each year to €7.5b in only 10 years time. Given that the State pension is the cornerstone of the pension system it does need to be maintained at a sustainable level. It is currently running an annual deficit of €1.5bn, which is estimated to be (in today’s terms) €324b by 2061, thus bringing the sustainability of the State pension into question. There are really only two options available to address this problem – increase contributions (in this case, taxes) or decrease the benefits. As PRSI contributions would need to practically double to 7.5% for employees and 20.1% for employers, I think you will agree, the political choices are difficult.Is there any hope?There you have it - the Irish pensions crisis in all its glory. The challenge is made all the more enormous given that the level of trust in the pension system is at an all-time low. This finds its roots in the losses felt by many pension funds as a result of the financial crisis and the raid on Irish pension savers’ private retirement savings as a direct consequence of the Pensions Levy. By the time the levy ceases, the government will have reduced private pension savings by over €2.3b. Until that trust has been earned back it will be very hard to convince Irish retirement savers that they need to do anything at all or even something over the minimum required to save for their retirement.

The link to EMISo what do pensions and EMI/EFI/EO have in common? Have you ever considered or thought of occupational pensions as a form of EMI? A form where the employee AND the employer have a joint stake. As an Enterprise Management Incentive (EMI) actively promoting your company’s pension scheme ensures your employees participate in and take ownership of their financial needs for retirement. This could mean a greater likelihood that those employees on reaching Normal Retirement Age will have saved an

IPSA

New

slet

ter

Spri

ng 2

015

- Pa

ge 7

Pens

ions

...wh

atev

er...

Page 8: IPSA Newsletter Spring 2015

IPSA

New

slet

ter

Spri

ng 2

015

- Pa

ge 8

adequate income which would enable them to retire, freeing up employment for fresh new employees. Employees who can afford to retire will theoretically leave the labour market and make room for younger, fresh thinking employees coming up behind them. It is this injection of new blood that reinvigorates companies and keeps them living breathing entities in the communities that they operate in and in turn keep alive.

When giving the IPSA’s Annual Jack Fitzpatrick lecture in Dublin in 2014, Iain Hasdell CEO of the Employee Ownership Association in the UK stated that,

“[the] words ‘employee ownership’ mean … significant employee financial participation in a business in whatever form that participation takes, ranging from 100% ownership by employees through to gain sharing and profit sharing and everything in between.”

Pensions are an element of “...everything in between.” Employees taking ownership of the financing of their retirement with the support of their employer is employees financially participating in the running of a business. Employees who have saved to afford to retire at 66, 67 or 68 means the renewal of the cycle of fresh labour which in turn means that the business continues to develop, innovate and crucially exist and most importantly remain an employer within the community. This type of employee ownership/employee financial involvement does give employees ‘skin in the game’. It becomes incumbent on all employees to make certain that they can afford to retire on reaching NRA. Employees know that by continuing to put their shoulder to the wheel that the business will continue to do well and so makes certain that they and their employer can continue to afford to make adequate contributions to retirement savings.

ConclusionIt’s not very well-known, but Ireland has a National Plan on Corporate Social Responsibility. It was launched in mid-2014 by the Minister for Jobs, Enterprise and Innovation, Richard Bruton. In the foreword to the plan, Mr. Bruton states that Corporate Social Responsibility is fundamental to the sustainability of businesses in Ireland. He goes on to say that,

‘... when enterprises go beyond what is required by legislation alone, positive impacts can be felt across the local and wider communities in which they operate. They can contribute to positioning the country to be a better place in which to do business and a better place to live.’

It specifically gives as an example of a ‘Best Practice CSR Activity’ the provision of company pension scheme, because even Government realises that one of the ways that an enterprise can ‘...go beyond what is required by legislation alone, [and see the] positive impacts [that] can be felt across the local and wider communities in which they operate...’ is confirming its commitment to supporting and providing for its employees to retire with dignity and the ability to continue to participate in the communities and society that they live in.

In this article I propose that in order to make the provision of a company pension scheme worthwhile and cost effective, all employees should be encouraged to take ownership of their retirement savings, their contribution to their pension scheme. This for me and my colleagues in the IPSA Pension subcommittee is our take on employees having ‘skin in the game’. It is our take on an unique way to encourage greater employee ownership and enterprise management incentives. We see it as one of those ‘...whatever...’ forms Iain Hasdell referred to when he addressed the IPSA in November 2014 and just one small step on the road to bringing the UK revolution in employee ownership to this resurgent period for the Irish economy.

Page 9: IPSA Newsletter Spring 2015

Mona Hanes is Senior Executive, North America for Global Shares plc group

With over 120,000 employees in the United States (per The American/Irish Chambers of Commerce), Irish companies have a real incentive to offer share plans in the US. The US has a strong culture of stock ownership. According to a recent Gallop poll (April 2013) 52% of American households own stock in

companies either outright, or in mutual funds. Prior Gallop surveys show the percentage of Americans holding stock reached a high of 65% before the last economic downturn. As the employment markets have turned in America, employees likely are very interested in once again acquiring stock in company plans and increasing their overall percentage of stock investments.

The Irish APSS schemes cannot be duplicated in the US and this may have caused companies to hesitate to “export” a share purchase plan to US employees. Fortunately, Irish Share Schemes can be complemented in the US by creating a plan under the Internal Revenue Code Section 423 governing “Qualified” Employee Stock Purchase Plans (ESPP). The major difference between an APSS and a US 423 ESPP is taxation. Firstly, the money withheld from the employee to pay for company shares in the US is after tax dollars, not before tax dollars. While Irish APSS schemes have significant tax benefits including using pre-tax dollars to fund the purchase, share ownership in US ESPPs is still tax beneficial to the US employees. Most taxes are paid on the gains from the sale price minus the purchase price. By holding the shares, for a qualifying period of time, the US employees can reduce their tax rate from ordinary income rates to long term capital gains rates. The company has no additional social tax obligation for any income or gains recognized by US employees.

Requirements of a qualified 423 plan include three mentionable rules:a) The plan must be open to all employees and any employee owning more than 5% of the company stock is excluded. Part time

and highly compensated employees may be excluded.b) Maximum discount under the plan for shares purchased is 15%, either on the grant date or purchase date (whichever is less).c) The plan offering period must be no longer than 27 months in length if a grant date discount applies to the plan, otherwise the

offering period may not exceed 5 years if only a purchase date discount applies.

Sample ESPP documents which qualify under the IRS 423 code can be found with a simple internet search and populated with the desired offering details. However, the KEY to making an ESPP work in the US is three-fold. Once you have determined that a 423 plan will work as a complement to your Irish benefit plans, it is imperative to have a legal review of the terms and conditions. Secondly, tax advice is a must to ensure the plan is structured properly to afford the company and its employee’s full access to tax benefits of offering the plan. Lastly a highly qualified Administration team is hugely beneficial to the design, education, and on-going needs of the ESPP. Legal and Tax Advice are the architect for building the desired construct. The Plan Administrator is the Master Builder who can ensure that you get the construction out of the ground and completed!

In the US, ESPPs which are not “qualified” can also be used to incent employee ownership. While no tax benefits accrue to either the company or the employee, a non-qualified stock purchase plan can take any shape the company desires. Non-qualified plans can be as simple as just withholding contributions from payroll and buying the shares at a market rate, or can be as complex as creating a stock appreciation right that is cashed out after a period of saving. In the world of non-qualified plans, anything goes and if the legal and taxation side of a Qualified 423 plan are too concerning, a non-qualified plan might be just the ticket to get employees engaged and feeling as if they are receiving the same benefits as their Irish associates.

IPSA

New

slet

ter

Spri

ng 2

015

- Pa

ge 9

Expo

rtin

g yo

ur S

hare

Sch

emes

to th

e Un

ited

Stat

es

Page 10: IPSA Newsletter Spring 2015

With thank to our sponsor Computershare Investor Services (Ireland) Limited.

This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, IPSA, its members, contributors and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.

Contact the IPSA if you are interested in receiving more information about our activities Please contact: Irish ProShare Association, 6-9 Trinity Street, Dublin 2 Tel +353 1 254 4326 www.ipsa.ie email: [email protected]

Design by www.trumpet.ie

Annual conference October 2014 speakers (left to right) Matt O’Donnell, Niall Kavanagh, Gary Boyle, Keavy Ryan, Conall O’Morain and Gill Brennan

Annual conference October 2014 pension group session

Attendees at the IPSA annual

conference held in the Morrison

Hotel, Dublin