The Executive Committee thought it would be a good opportunity mid-year to set out what the various committees have recently been addressing and other planned SPL activities in the near future.

Training and Social Committee

The committee has arranged our regular training sessions on a broad range of topics and is currently planning events for the Autumn onwards. These will include two sessions of training on accounting for share plans and also our New to Share Plans event.

Our recent member survey was in part designed to find out more about members’ training preferences and the feedback was helpful but we’re conscious that our membership is very broad and we want to make sure that our training caters for everyone. We’re always keen to hear from members about the training they would find useful so whether you have a suggestion for a session or are willing to host one, do get in touch with us.

On the social front, on the assumption that everyone was fatigued by online socialising, the committee decided to wait until we can see each other in person to organise a social event. As with training, all suggestions welcome as it will be great to have as many of us as possible (and permitted) at our next event.

Corporate and Regulatory Committee

As the Committee’s title indicates, we keep a broad watch over the non-tax legal and regulatory environment for share plans. Recently, as members will be aware, we have updated our notes on MAR and on the Takeover Code. Both updates involved a good deal of work by committee members and each provides a valuable aide memoire of market practice and regulatory expectations. At any one time, there are normally a fair number of items and consultations from various sources under review.

This year, we have also continued our discussions with the FCA as to how the regulatory environment for MAR may develop after Brexit including discussing increasing thresholds below which share plan transactions might not need to be disclosed or even particular types of share plan transactions that might not need to be disclosed at all. We are holding a webinar session soon (20th July) to update the membership on this work. We have also discussed at committee level matters of enduring SPL member interest such as the annual update of the Investment Association guidelines and particular issues that have arisen on transactions.

We welcome contact from members with their thoughts, questions and experiences on corporate and regulatory topics.

Tax Committee

Although we periodically meet with HMRC policy officials, we no longer have any direct contact with HMRC technical. The days of minutes of meetings with HMRC in which points of difficulty were discussed with written answers which HMRC approve for circulation are now over: this is not how HMRC want to operate. However, over the last few months we have sent in submissions on changing the 431 election procedure to make it less cumbersome – and for HMRC’s guidance to reflect that – and a major submission on EMI (copied to members recently) as part of HMRC’s call for evidence on this plan.

A number of members continue to contact us about their experience of difficulties on the application of discretion under CSOP and EMI options, missing working time declarations or restrictions which have not been notified, and what are arrangements for the change of control which can cause EMI options not to qualify on grant. We continue to press HMRC to publish improved guidance on this, as we are aware (particularly in the case of discretion) that a lot of time is spent on deals negotiating the allocation of risks on these points. On discretion, HMRC say their position has not changed and SPL is working to try and get them to publish guidance. However we have heard that there have been issues with individual officers querying the effect of broader discretions. It would be helpful if members could make us aware of any instances of queries (and successes!).

Executive Committee

We are pleased that Bradley Richardson (Linklaters) has agreed to join the Executive Committee. Bradley was for some 5 years a joint secretary of the Tax Committee and so knows the work of SPL well. We look forward to his contributions to SPL continuing.

Job vacancies x 4 – Joint Secretaries to the (a) Corporate and Regulatory Committee and (b) the Tax Committee

If you would be interested in being a joint secretary to either of these committees, please contact me. To support the work of these committees, we are seeking two members per committee to act as joint committee secretary. The role will be aimed at members with 2 – 4 years PQE. The role involves minute taking at committee meetings as well as attending and taking minutes at meetings with HMRC or other bodies eg FCA and the Takeover Panel, or Ministers, and assisting the committee in assembling contributions or submissions. The committee secretary roles have proved a valuable way for people to develop their careers and become more involved in SPL’s activities. They are also a good opportunity to gain experience and exposure to the range of issues which the SPL committees cover and develop knowledge of incentives, particularly as new developments arise where you can be at the forefront of discussions. Committee meetings normally happen quarterly with many people dialling in. Meetings with other bodies take place as and when the occasion arises. A joint role allow responsibilities to be shared as and if other work commitments dictate. I or any Executive Committee member would be happy to discuss the role with you informally.

Looking forward

Work on our website is now advanced and we hope that there will be an autumn launch of it.

As the need for social distancing reduces, we also look forward to a return to some of the personal interaction that has made SPL such a successful body over the years. We also hope that our training talks and the autumn New to Share Plans events will turn into real events.

Finally, we are planning for an annual conference and particularly the dinner that follows it to be held as normal in January 2022, but taking advantage of the developments in technology over the last 18 months to make the conference as accessible as possible to all members as we received excellent feedback from our virtual conference this year – and thank you to Tapestry Compliance for hosting that and to all the speakers who contributed to it.

I hope everyone manages to get a good summer break, wherever that may be.

Nicholas

Nicholas Stretch
Chairman

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