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Presented by:
Presentation to Garima Sharma
WIRC - ICSI, Mumbai Mayura Arankalle
July 25, 2009 ESOP Direct
A Snapshot
W H A T F O L L O W S
¬ Exercise price remains fixed even if the market price goes up in future
T H E L I F E C Y C L E
GRANT
Receives the right
VEST
Earns the right
EXERCISE
Exercises the right
SALE
Sells the shares
Why ESOPs ?
T H E R A T I O N A L E
¬ Industry trend
Stock Appreciation Rights
T H E N A T U R E
¬ A contractual right to receive, in cash or stock, the appreciation in the value
of stock over a period of time
¬ For example, 1000 SARs granted at a price of Rs. 20 each (Fair Value of the
stock today) – maturity one year
¬ After one year, suppose the Fair Value per share is Rs. 50
¬ The Company pays the appreciation (Rs. 50 – Rs. 20 = Rs. 30) to the employee
in cash (Rs. 30,000) or in stock (600 shares)
What is an ESOP Scheme?
¬ Why (Objectives)
¬ Who (Coverage)
¬ Annual grants
¬ On-going policy
Design features
D E C I S I O N P O I N T S
¬ Objective and Coverage ¬ Quantum
» Principle of adequacy and
» Reward for past association attractiveness
» Reward for past performance
» Reward for future performance
» Broad-based or selective / Subsidiary ¬ Dilution
» Broad based Vs selective
» Equity or cash (phantom)
¬ Compensation policy
» Rationalize cash variable pay over the long
term
» Currency for hiring
¬ Vesting
» Time based or performance based
» Grant - on performance or in anticipation
» Standard across the board or
different for key people
¬ Pricing
» Market value – more dilution, no accounting
charge ¬ Frequency
» Discount – less dilution, benefit buffer with ¬ Annual grant
accounting charge ¬ One time bumper
General Trends – Employee Coverage
Coverage
Eligibility Criteria
100% 93%
87%
80%
57% 53%
60%
40%
20%
0%
Performance Length of Future Potential Grade/Position
Association
Vesting Criteria
120% 100%
100%
80%
60%
40%
20% 6% 0%
0%
Exercise Price
80%
60%
40%
20%
0%
Discount Market value Premium
LEGAL FRAMEWORK
¬ Required for accounting and disclosures relating to stock-based employee
compensation cost
¬ Indian GAAP
¬ Intrinsic Value method allowed with disclosures as per Fair Value method
¬ US GAAP
¬ International GAAP
¬ SEC considering the proposal to allow companies to file accounts as per IFRS
Accounting
¬ Compensation cost may vary over the subsequent accounting years due to
cancellation or expiration of options
¬ Compensation cost is charged to the Profit & Loss over the vesting period
¬ ICICI Bank
Benefit
Wealth Created Remuneratio
Name Designation as a % to
(Rs.) n (Rs.)
CTC p.a.
K.V.Kamath CEO & MD 99,547,500 66,401,921 150%
Lalita Gupte Joint MD 79,447,775 49,232,288 161%
Kalpana Morparia Deputy MD 72,225,250 43,295,653 167%
Chanda Kochhar Executive Director 58,700,000 28,507,137 206%
Nachiket Mor Executive Director 58,700,000 31,837,231 184%
Horizon = 4 years
¬ Bharti
Benefit
Wealth Created Remuneratio
Name Designation as a % to
(Rs.) n (Rs.)
CTC p.a.
Akhil Gupta Joint MD 486,298,163 115,830,644 420%
Badri Agarwal President 104,147,393 37,251,387 280%
Anil Nayar President 169,288,020 54,441,678 311%
Horizon = 5 years
Wealth Creation
¬ HDFC Bank
Benefit
Wealth Created Remuneratio
Name Designation as a % to
(Rs.) n (Rs.)
CTC p.a.
Aditya Puri Managing Director 66,165,000 27,500,000 241%
Horizon = 3 years
¬ HDFC
Benefit
Wealth Created Remuneratio
Name Designation as a % to
(Rs.) n (Rs.)
CTC p.a.
Deepak Parekh Chairman 196,597,017 82,493,025 238%
K.M. Mistry Managing Director 108,464,167 45,374,492 239%
R.S. Karnad Executive Director 108,464,167 44,666,729 243%
Horizon = 4 years
Wealth Creation
¬ L&T
Wealth Created Remuneration Benefit as a %
Name Designation (Rs.) (Rs.) to CTC p.a.
AM Naik Chairman and MD 1,595,012,500 52,751,000 3024%
A Ramakrishna Deputy MD 724,581,250 44,582,000 1625%
J P Nayak Executive Director 867,125,000 30,482,000 2845%
Y M Deosthalee Executive Director 867,125,000 31,730,000 2733%
K Venkatraman Executive Director 867,125,000 31,523,000 2751%
R N Mukhija Executive Director 592,666,250 23,198,000 2555%
K V Rangaswami Executive Director 440,309,375 13,864,000 3176%
Horizon = 5 years
¬ ACC
Wealth Created Remuneration Benefit as a %
Name Designation (Rs.) (Rs.) to CTC p.a.
M L Narula Whole time Director 77,731,500 38,049,430 204%
P K Sinor Whole time Director & CS 49,023,500 18,928,366 259%
A K Jain Whole time Director 43,736,500 23,834,105 184%
Horizon = 6 years
Wealth Creation
¬ Gujarat Ambuja
Wealth Created Remuneration Benefit as a %
Name Designation (Rs.) (Rs.) to CTC p.a.
A L Kapur Whole time Director 9,201,000 29,347,098 31%
P B Kulkarni Whole time Director 10,096,500 30,692,188 33%
N P Ghuwalewala Whole time Director 6,967,000 16,498,996 42%
Anil Singhvi Whole time Director 10,992,000 25,539,470 43%
B L Taparia Whole time Director 6,967,000 23,467,274 30%
Horizon = 4 years
¬ HLL
Wealth Created Remuneration Benefit as a %
Name Designation (Rs.) (Rs.) to CTC p.a.
M.S. Banga Non Exe Chairman & Director 5,800,287 56,978,058 10%
M.K. Sharma Exe Vice Chairman & WTD 1,750,148 62,221,428 Negligible
D. Sundaram WTD 1,330,482 54,709,540 Negligible
Arun Adhikari MD (Home & Personal care) 707,887 20,110,520 Negligible
S Ravindranath MD (Foods) 707,887 21,229,739 Negligible
Horizon = 4 years
Regulatory Framework
¬ SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines,
1999
¬ Companies Act
¬ With the IT boom in India, most of IT & ITES companies were issuing ESOPs to their
employees to attract & retain talent
¬ With the number of companies issuing ESOP on a rise, there was a need for some
regulatory governance on
¬ Eligibility for grants
¬ Terms of grants of options
¬ Accounting treatments
¬ SEBI issued its first set of Guidelines – Employee Stock Option Scheme & Employee Stock
Purchase Scheme) Guidelines on June, 1999
¬ ESOP Guidelines are applicable to companies whose shares are listed on any recognised
stock exchanges in India
¬ All listed companies who have issued ESOPs on or after June 19, 1999, are required to
follow these guidelines
SEBI Guidelines - Terms
¬ Vesting period - Minimum lock-in of one year between grant & vest
¬ In case of resignation or termination, all unvested options get cancelled, vested can be
retained
SEBI Guidelines - Approvals
¬ Exercise period
¬ Grant Date - Date of resolution for actual grant of options by compensation committee
SEBI Guidelines - Approvals
¬ Once approved the company cannot vary the terms of scheme in any manner which maybe
detrimental to the interests of the employees.
¬ Vary terms of scheme (options not exercised) – Special resolution in general meeting
¬ Rationale thereof
¬ If options granted 3 years pre to IPO are outstanding, disclosures to be made in the Directors’
Report –
¬ With respect to the details mentioned in clause 12.1 of the guidelines &
¬ Impact on profits and
¬ Impact on EPS
¬ SEBI has not clearly mentioned – Disclosures for grants during a FY or cumulative?
¬ Senior Manager Personnel not defined?
SEBI Guidelines - Disclosures
¬ If options to be granted under the pre IPO scheme, DRHP to provide disclosures as per
clause 12.1 of the guidelines, along with –
¬ Impact on profits and EPS of last 3 years in terms of options granted
¬ Intention of shareholders to sell their shares allotted pursuant to exercise of options
within 3 months after listing
¬ Intention of directors, senior management personnel, and employees granted shares
more than 1% of issued capital, to sell their shares, allotted pursuant to exercise of
options, within 3 months after listing
¬ To include name, designation, quantum of shares and quantum of shares they intend
to sell
¬ Disclosures required to be made separately for each year and on cumulative basis for
all the options/shares issued prior to the date of prospectus
¬ Company before exercise of options has filed statement as per schedule V to obtain
an in-principle approval from stock exchange
¬ As & when options are exercised, notify the stock exchange as per the statement as
per schedule VI
¬ Certificate from Auditors – Placed before the shareholders at every annual meeting
¬ Shares arising after IPO out of options granted under a scheme prior to the IPO shall list
immediately upon exercise subject to compliance with IPO disclosures
SEBI Guidelines – Accounting Policies
¬ Where the scheme provides for graded vesting, accounting can be (amendment August
2008)
¬ Options granted through a Trust – Company required to account assuming the company
has issued the options directly to the employees
SEBI Guidelines – ESPS
¬ Employee eligible, employee not to include promoters and directors holding 10% or more
of outstanding share capital
¬ Shares issued to be locked in for a minimum period of one year from the date of
allotment
¬ If ESPS part of public issue and shares issued to employees at the same price as in public
issue, shares issued to employee under ESPS, would not be subject to lock-in
SEBI Guidelines – Pre IPO Schemes
¬ Fresh grant of options under a scheme framed prior to IPO can be done if –
¬ No change can be made in the terms of the options issued unless approved by the
shareholders, corporate actions excluded
¬ ESOP / ESPS shares held by promoters prior to IPO shall be subject to lock in as prescribed
under DIP Guidelines
Companies Act
¬ DCA has issued Preferential Allotment Rules 2003 for unlisted Public companies
¬ These rules are applicable to all public Ltd. companies issuing any financial
instrument convertible into equity shares
¬ Loan to employees for purchase of shares – As per section 77(c) company can issue loan
to employees for purchase of shares to the extent of 6 months salary
FEMA Act
¬ The company to furnish a report to the RBI within 30 days from the date of issue of
shares stating
¬ A certificate from the Company Secretary stating the issue limit within the 5%
mark
Income Tax Act
¬ As per the New Finance Bill 2009, FBT tax has been abolished & ESOP have been included
in the purview of perquisites under section 17(2)(vi)
¬ As per the amended act, any specified security, sweat equity shares allotted or
transferred directly or indirectly, free of cost or at concessional rates, the value of such
security is to be included as perquisites
¬ Effective Date
¬ These provisions apply to all options exercised on or after 1st April 2009
¬ Quantification of tax
¬ The tax liability will now be determined on the exercise date.
¬ Tax would be levied on the difference between the fair market value (FMV) of
the shares on the date of exercise and the exercise price.
¬ The tax would be levied on this value at the rate of the employee salary slab
rates
¬ Incidence of tax
¬ Exercise of options allowed in the period when the trading window is closed
¬ Sale of shares allotted on exercise of options shall not be allowed to be exercised
when the trading window is closed
¬ SEBI (Disclosure and Investor Protection) Guidelines prohibiting IPO by companies having
outstanding warrants and financial instruments shall not be applicable in case of
outstanding option granted to employees in pursuance of ESOS
¬ Clause 49 of the listing agreement – As per the clause I(B) a prior shareholders’ approval
required for grant of options to non executive directors including independent directors
stating the number of options granted in any financial year & aggregate
ESOP Current Status
¬ With the recent downfall in the stock markets, most of the options granted during the previous FY are
trading below their exercise price
¬ To tackle the issue of underwater option, following alternatives have been availed by companies
¬ Cancel/surrender & re-grant fewer options at prevailing market price
¬ Cancel/surrender & re-g-ant options at a lower price/Face value
¬ Re-price the underwater options to the prevailing market price
¬ Companies need to consider the accounting implications in each of the following scenario
Global
Option Exchange Alternative
Name of the Company
Method New PricingFormula
Google Inc. Exchange ratio 1:1 Current Market Price
Starbucks Value for value exchange Current Market Price
Intel Value for value exchange Current Market Price
Leapfrog Value for value exchange Current Market Price
ESOP Current Status
¬ Trust Route for ESOPs - Taking advantage of the low market prices
1 5
Grant of loan Issue of shares
2 3
Buy shares from market Issue of options
Company ESOP Trust Employees
Direct issue of shares
¬ Sends out the right signals to the market about the company prospects
Other Issues
¬ In order to comply with the minimum public shareholding pattern, companies will have
the following routes
¬ Public offer by promoters, company or preferential allotment of shares
¬ Form an ESOP Trust – Transfer from promoters, fresh issue to trust
¬ Shares held by the Trust not form part of the promoter’s shareholding
¬ As per the revised pay scales, PSU’s to grant 10-25% of their PRP in the form of
ESOPs
¬ Accounting treatment
¬ Disclosures
¬ Corporate actions?