Dear SPL Member,

As 31 May was the end of the Share Plan Lawyers year, we thought it would be helpful to circulate a summary of what the Executive Committee and the sub-committees of Share Plan Lawyers have been doing this year.

Executive Committee

The current members of the Executive Committee are: Jonathan Fenn (Slaughter and May) (Chair), Mahesh Varia (Travers Smith) (Secretary), Alice Greenwell (Freshfields) (Treasurer), Nicholas Stretch (CMS Cameron McKenna Nabarro Olswang), Paul Randall (Hogan Lovells), Sonia Gilbert (Clifford Chance) and Janet Cooper (Tapestry).

The Executive Committee met 7 times during the year and discussed a wide variety of matters.

One of the areas which the Executive Committee deals with is membership of the Group and I am very pleased to be able to welcome a good number of new members during the year. The Group today has 188 members spread over 53 firms and a number of independent practitioners.

More generally we are proposing that we should formally document the constitution of Share Plan Lawyers. It is proposed that a new written constitution be adopted in the Autumn. A copy of the draft is attached to this email. Please send any comments to me at jonathan.fenn@slaughterandmay.com by 31 August 2017.

The Executive Committee is also responsible for the finances of the Group and you will be pleased to note that, despite the introduction of new social activities this year, the finances of the Group are such that we have been able, for this year, to reduce the renewal subscription to £30 per member. You will have received a reminder from Alice Greenwell, the Treasurer, about the renewal payments due.

The main work of the SPL is done through the sub-committees and reports of activities of each of the sub-committees is set out below. Thank you to all members who have participated in committees or who have spoken at or organised training sessions and other events.

We will be reviewing membership of the sub-committees at the end of 2017 so please do let me, or the Chair of the respective sub-committee, know if you would be interested in serving on a sub-committee from 2018 onwards.

Tax Committee

The current co-Chairs of this Committee are Nicholas Stretch and Graham Muir (both now of CMS Cameron McKenna Nabarro Olswang) (email: nicholas.stretch@cms-cmno.com / graham.muir@cms-cmno.com).

The start of the year is always the busiest time for the tax committee because of the annual members’ Q&A session with HMRC in mid to late January. The range of points dealt with this year was as large as it ever has been, and it remains a very valuable opportunity for HMRC and SPL to discuss issues openly. SPL has since the meeting sent in follow-up queries, and was able to deal with one outstanding point – on the ability of Sharesave options to be exercised in certain cases even though Sharesave monies have been withdrawn – very quickly.

2016/17 has seen the departure from HMRC of virtually all the familiar names who have staffed the ESSU for many years. We now have a group of people at HMRC who are new to employee share schemes, and in most cases juggle responsibilities for share schemes with other areas and do not all work in one room in London as was previously the case. HMRC invited us to a meeting in March to discuss the new working environment and HMRC’s interaction with SPL and individual members going forwards. A key issue is that with lower staffing levels and the relevant individuals at HMRC still getting to grips with the complexities of our area, it will be necessary to develop a different approach.

The committee will be discussing this further and how we are in practice all working with HMRC in this new world. There are also some proposals emerging from SAV on how it could deal better with employee share scheme arrangements (where Graham Muir is representing SPL).

Corporate and Regulatory Committee

The current Chair of this sub-Committee is Paul Randall (Hogan Lovells) (email paul.randall@hoganlovells.com).

The 2016/17 year marked the transformation of the Corporate Governance Committee, chaired by Jonathan Fenn, into the Corporate and Regulatory Committee, chaired by Paul Randall. This coincided with the retirement of longstanding members, Louise Whitewright and Jocelyn Mitchell, to whom I extend my thanks for their contributions over many years.

The membership of the Corporate and Regulatory Committee was refreshed and enlarged, and its ambit widened. This occurred just as the Market Abuse Regulation was coming in. The new committee set about preparing detailed guidance for members and liaising with the City of London Solicitors’ Company, ICSA and the GC100. The resulting table appeared on the SPL website at the beginning of July 2016.

Since then, the committee has gone on to consider a number of topics and developments, such as:

At present, the Committee is taking steps to establish informal lines of communication with certain institutions’ corporate governance directors.

Training and Social Committee

The current Chair of this sub-Committee is Sonia Gilbert (Clifford Chance) (email: sonia.gilbert@cliffordchance.com).

The Training Committee was expanded to become a Training and Social Committee for the 2016/17 year and the membership was refreshed. As with the other sub-committees, membership of the Training and Social Committee has been enlarged so that a wider variety of firms and a wider spectrum of our membership (in terms of experience/time in practice) is represented.

The committee has held 10 regular training sessions over the year covering topical issues such as the Market Abuse Regulation and Gender Pay Gap Reporting and other topics on which members suggested training would be helpful, including takeovers, case law and valuation issues. Many thanks from the committee to all those firms that have hosted sessions and/or spoken at training events.

The programme for 2017/18 is in the process of being prepared with two sessions in September already in the diary with invitations to follow shortly. If any members have suggestions of topics they would like covered in the future, please contact Sonia.

In addition to the regular training sessions, the committee held SPL’s inaugural “New to Share Plans” training event in October which was hosted by Nicholas and the team at CMS. The event was designed as an introduction to share plan basics for trainees and those new or fairly new to share plans and we were delighted to have over 50 attendees and 6 firms who kindly presented sessions at the event.

We plan to run a second event in October 2017 but with the afternoon split into sessions- one for those who are really new to share plans and a second session for those with more experience but who would appreciate training on “back to basics” topics. Please keep Monday 30 October free if you are keen to attend – details to follow.

Aside from training, the committee also held two social events both of which were informal drinks evenings. The events were well attended and were a great opportunity for members from many different firms to get to know each other. A very big thank you to Bethan Harris from Freshfields who single-handedly organised the second event.

As with training, any suggestions from members for future social events would be very much welcomed.

2018

Looking forward to 2018, we are expecting that there will again be an Annual Dinner and half-day conference in early 2018. Details will be circulated later in the year.

I hope you all have a very good summer.

Jonathan Fenn
Chair

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