PREMIER

Awards dinner partner

ifs ProShare is part of ifs University College, a registered charity and incorporated by Royal Charter.

Annual awards

www.ifsproshareawards.org

@ifsProShare#ifsProAwards

WINNERSBOOK 2014

linklaters.com/incentives @Linklaters_EI

Our global incentives team likes to keep things simple. Our aim is to consistently deliver quality legal advice with practical commercial solutions across the world, with an emphasis on helping our clients find the solution with the best fit for their business.

We have advised over 200 companies on their global share plans and helped them to launch plans in over 150 countries; with 29 offices in 20 countries we are uniquely placed to offer our clients what they need, wherever they want to do business.

We make the pieces fit.

Tonight, we are celebrating 22 years of ifs ProShare Awards. The long-lasting nature of these Awards serves as a usefulreminder of the high levels of commitment, determination,innovation and dedication that have been demonstrated bycompanies, administrators and advisers throughout this period.

This year’s Awards, which have been as hotly contested as ever,recognise and reward best practice and innovation in the design,communication and delivery of employee share plans, as well asthe work done to foster employee share ownership.

We received a record number of entries this year, all of which wereof a very high calibre - demonstrating the tremendous range ofachievements and successes across the employee share plancommunity over the past 12 months.

The outstanding nature of many of the entries made the task of choosing the winners verychallenging for our panel of independent judges and we thank them greatly for the time they spentreviewing entries and for the professional way they went about their deliberations.

The panel this year comprised Helen Jackson from Lloyds Bank, Robin Kerner from National Gridand Jeremy Mindell of Primondell, and was chaired by Anne Croft from Tapestry.

I would also like to thank Equiniti Premier Services for being our Awards Dinner Partner; ShareGift for donating a substantial sum to charities nominated by the winners of the best overallperformance categories; Sanne Group for being our Guest book sponsor and YBS Share plans whoare our photo booth sponsor.

Special thanks to all of our members (especially our Gold members) and everyone here tonight fortheir contribution to the employee share plan community.

Against this backdrop of success, we should celebrate the tremendous achievements of thecommunity as a whole, and particularly those who were shortlisted for an ifs ProShare Award this evening.

Congratulations to all our winners this evening and to those who were commended.

Alan Scott

Chairifs Proshare Advisory Panel

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Congratulations

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My goodness this was a tough year to be a judge!

There were more entries than ever and the standard was incredibly high. Welooked at 63 entries from 35 companies on the shortlist, and we found aworthy winner in each of the 11 categories. Sometimes the entries were all sogood that it was really difficult to choose between them and in one case wedecided there was no alternative but to pick joint winners. In other categorieswe gave commendations to entries that had been particularly impressive.

It was good to see new entrants from a wide field of businesses – fromtechnology to banking, from entertainment to traditional industry, fromfinance to property and many, many more. Of course it was also good towelcome back many old friends.

My heartfelt thanks go to my fellow judges: Helen Jackson, Robin Kerner and Jeremy Mindell. They allhave huge experience at the sharp end of the share plans business, bringing with them a deepunderstanding of the practicalities of operating share plans successfully in an ever-changing world, tothe judging process. I am very grateful to them for all their hard work and for collaborating so well inproducing what I hope you will agree is a good set of results.

Looking back over all the years I have worked in the world of share plans, I can only marvel at how thingshave changed. The old paper forms have gone and electronic communications are now the norm –though there is still a place for paper where it is needed. But more important than the change in theform of communication is the actual content of the communications the employees receive. Dry legalesehas gone and we now have real life examples, videos, cartoons, anything that can help employeesunderstand the opportunities they are being offered.

Another important change we have all seen is in the attitude to post-grant communications – no longerare employees left on their own. Instead employers make a real effort to help their employees tounderstand what it means to be a shareholder in their own company. More recently we are seeingfinancial education extend to other forms of saving, especially pensions, something I really welcome.

ifs ProShare is looking at ways of adjusting the categories of awards in future years, to reflect thesechanges and you will hear more about this in time. Meanwhile, I look forward to seeing you at theCelebrating Excellence event to be held on Tuesday, 24 February 2015.

Anne Croft,Tax Lawyer, Tapestry

Message from the chair of judges

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The judging panelAnne Croft, Tax Lawyer, TapestryAnne is a well-known figure in the share plan world. She was at Linklaters for manyyears and often featured as a top lawyer in the Chambers directory for employeeincentives. Now she is working with Janet Cooper at Tapestry, specialising in complextax issues relating to employee share plans. She is a fellow of the Chartered Institute ofTaxation, and through her membership of its employee tax committee, she is at the

forefront of technical developments. In addition to technical expertise, she has more than 25 years ofexperience in the practical operation of share plans, and an instinctive understanding of the importance ofcommunicating them clearly and simply to employees.

Helen Jackson, Head of Performance and Reward, Retail and Insurance, Lloyds Bank Helen’s previous role was as Executive Reward Director at Diageo, the world’s leadingpremium drinks business, where she had responsibility for executive pay across theorganisation, reward across Diageo’s developing markets and Diageo’s global share plans.Before joining Diageo, Helen spent the majority of her career in the financial services sector

including three years as Reward Director at Aviva and 19 years at Prudential, where her last role was as Directorof Reward, Employee Relations, Policy and Shared Services. Throughout her career, Helen has put a particularemphasis on the value of clear, transparent and engaging reward communications. She lives in London andenjoys eating out, theatre, watching sport - especially football and baseball - and is also a keen runner.

Jeremy Mindell, Director, PrimondellJeremy is a director of Primondell Ltd, a consultancy company specialising in taxation,share scheme advice, reward and lecturing. He is developing a specialised share schemeservice for small companies. Previous to this Jeremy worked for Henderson for nearly nineyears, leading the Share Schemes team for part of this time. While at Henderson,Jeremytook the level 7 CIPD Masters qualification. Prior to this, Jeremy was with Australia MutualProvident and helped set up one of the first Share Incentive Plans for large companies.

It was so unusual at the time that the Revenue phoned Jeremy up to find out how they could encouragemore large companies to adopt SIP. Jeremy started his career in taxation and for the next 16 years worked inthree of the ‘Big Four’ accountancy firms. He ended up as a Senior Manager with Deloitte & Touche, havingworked on issues such as profit related pay, share schemes, expatriate tax, tax investigations, rewardmanagement, US taxation, transfer pricing and corporate tax.

Robin Kerner, Assistant Secretary Share Schemes, National GridRobin is well known in the share registration / share plan industry. He has spent thepast ten years in the role of Assistant Secretary of share schemes for National Grid plcand has more than 25 years of delivering all types of executive and all employee shareplans. Robin was at the forefront of delivering international share plans for AlliedDomecq. He is a member of various ifs ProShare and HMRC Committees and is a keensupporter of technical developments within the operation of share plans.

Chair of the Judges

Gyles Brandreth

Politician, broadcaster andraconteur

'A master-class in public speaking' – APS Conference

'Probably the best speaker I have heard' – Daily Express

'A deadpan comic to rival Jack Dee' Daily Telegraph

The former Oxford Scholar and President of the Oxford Union, won the Parliamentary seat for Chester in 1992 and became Lord Commissioner of the Treasury in John Major’s government.Today, he has returned to the worlds of entertainment, broadcasting and journalism.

‘Editor-at-large’ of the Sunday Telegraph Review, for whom he interviews princes, presidents & prime ministers, Gyles is also a regular face on BBC’s ‘The One Show’.

Other broadcasting work includes:- ‘Countdown’, ‘Room 101’ and ‘Have I Got News for You’, not to mention a hostof Radio Four comedy programmes including, ‘Just a Minute’

As a performer, he starred in ‘Zipp!, One hundred musicals for lessthan the price of one’ which toured throughout the UK, and asMalvolio and the Sea Captain in ‘Twelfth Night: The Musical’ at theEdinburgh Festival Fringe. His comedy Fringe triumph ‘The One toOne Show’ was a five star sell out at Edinburgh and he is currentlyon tour with his one-man show ‘Looking for Happiness’.

He also has best selling books including:- ‘Brief Encounters –Meetings with Remarkable People’, ‘Philip & Elizabeth: Portrait of a Royal Marriage’, ‘Charles and Camilla - Portrait of a Love Affair’,‘Breaking the Code’ and most recently ‘The 7 Secrets of Happiness’.

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Host

WE’VEALWAYS BEEN DIFFERENT.YBS Share Plans would like to congratulate all the winners and short-listed companies at the ifs ProShare Awards 2014.

get in touch TALK TO LOUISE DRAKE National Sales manager

CALL 01274 263 101YBSSHAREPLANS.CO.UK

YBS Share Plans is part of Yorkshire Building Society.YBS Share Plans, Yorkshire House, Yorkshire Drive, Bradford, BD5 8LJ. ybsshareplans.co.ukYorkshire Building Society provides Share Plan trustee and administration services, including deposit taking, in England and subject to English law and regulation. We are not responsible for Share Plan deposits held by local savings carriers outside the UK. Yorkshire Building Society is a member of the Building Societies Association and is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Yorkshire Building Society is entered in the Financial Services Register and its registration number is 106085. Head Office: Yorkshire House, Yorkshire Drive, Bradford, BD5 8LJ.All communications with us may be monitored/recorded to improve the quality of our service and for your protection and security.

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Shortlisted Companies

Best New Share Plan

Winner

The judges were impressed by the fact that Saga had launched its Share IncentivePlan in parallel with employee and customer offers, at the time of the IPO, as itenabled employees to make the most informed choice possible about how theywould like to invest. A ‘lookback’ feature shielded participants from pricevolatility immediately after listing.

The clarity and pitch of targeted online and paper communications,supplemented by face-to-face ‘surgeries’, were crucial, given the large anddiverse employee audience, in achieving take-up results of 37 per cent acrossan employee base for which owning shares was largely a new experience.

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Best International share plan

Winner

The successful introduction of an international plan, based on SAYE, whichprovided an opportunity to unite and engage employees in 25 countries in thestrategic direction of the Group and to share in its success, which presentednumerous challenges, particularly impressed the judges.

Extensive communications, in multiple languages, including a promotional videoand presentations at 200 sites by local champions, were easy to understandacross all cultures. The application process, including the use of localcoordinators and access of non-office based employees to PC terminals, resultedin 79 per cent of employees saying that the application process was easy.

There was a high take-up by employees in countries with no previous exposureto share plans and nearly 60 per cent said they would participate in future.

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Most effective communication of an employee share plan(Up to 1,000 employees)

Winner

The judges felt this submission stood out strongly as the Company had revampedits communication strategy in response to a reduction in SAYE participation,employee Q&A feedback and analysis of the demographics of the workforce,to achieve a 20 per cent increase in participation.

Strong corporate imagery promoting the brand, instead of aspirational images,consistent with internal communications and culture, was used indocumentation and messaging focused on key benefits and core messageswhich it was felt had been lost.

Recognising that nearly all the workforce was office based with access to theinternet, the Company introduced a paperless invitation and application process,which also supported its commitment to reducing its carbon footprint. This wassupplemented by several presentations and Q&A sessions.

Most effective communication of an employee share plan(1,001 - 15,000 employees)

Winner This submission impressed, with Amadeus having added new features to itsalready successful communications programme in eight languages, leading to40 per cent of employees across 42 companies in 29 countries participating inthe 2014 operation of the Share Match Plan.

Amadeus provides its employees with clear and concise communications whichhave a consistent look and feel, as well as information sessions to helpunderstanding.

This year saw the inclusion of four participants from different countries recordingtestimonials in a ‘homemade’ pre-launch video, the use of ’table-talkers’ togenerate interest and to get employees talking about the plan and a simulatorto calculate the value of plan investments.

The judges particularly appreciated senior management and RemunerationCommittee commitment, including quarterly results updates and reference tothe plan in the Annual Report.

Commended

This submission, which also impressed the judges, recognised that innovative communications werecentral to the success of IPF’s share plan, ‘Have Your Say’ (HYS), especially as share ownership wasnew to most employees in participating countries. A centrally produced suite of communicationsmaterials, which allowed for local interpretation, explained the ambition to have all employees sharein the continued success of the business. The judges particularly liked the modification by theRomanian team of the ‘cake’ graphics to cheese, the slang for cheese being money.

As well as the traditional communications materials and face-to-face communications, dedicatedHYS days were held in some markets and local champions were responsible for explaining the plan.

The communications delivered very high levels of awareness, understanding and satisfaction,resulting in a good take-up across a range of countries with 29 per cent participation overall.

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Most effective communication of an employee share plan(15,001+ Employees)

Joint WinnerContinuing their recent record of success, ASDA has once again produced ahighly effective communications programme, with clear, well-designeddocumentation and a good balance of different, innovative methods to reachits large and varied employee base.

The involvement of colleagues in the programme is important, with employeeshighlighting that they frequently make decisions based on the endorsement oftheir peers, so drawing on real-life examples and anecdotes in communicationsis important to them.

The judges highlighted the benefits of simple language and strong visuals,including the ongoing use of an icon to help create a plan identity and wereparticularly taken with the Christmas card teaser campaign to raise awarenessof the forthcoming 2014 launch.

ASDA’s more tailored approach to communications gave this year’s offer greaterresonance with employees in each part of the business, increasing take-up byover 8 per cent The majority of those who participated in 2014 did so by SMS –77 per cent.

Joint Winner

Following a 13 per cent fall in Sharesave take-up, Sky set a challenging targetto increase it by 25 per cent and undertook a radical review of its communicationstrategy.

Employee feedback from all areas of the business impacted the planning,execution and analysis of the relaunch. A concise communications plan was puttogether, including various channels, with communications customised to eachbusiness area and a strong focus on those with historically lower take-up rates.Also in response to feedback, a hard copy brochure was sent to home addresses.

Roadshows across 13 of the sites with the highest concentration of employeesreceived fantastic feedback, with employees expressing the value of being ableto ask questions about and the benefits of the plan.

The judges were particularly impressed by the unprecedented 58 per cent overallincrease in take-up, with historically lower areas closer to the Company average.

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Best commitment to employee share ownership for small companies with fewer than 250 employees

Winner

This submission stood out for the judges as there was a clear link between the shareplan and the business and corporate objectives. Four months were spent identifyinghow best to pull employees together as a worldwide group in order to best align theambitions of the Board and founders with those of employees worldwide. Havingdecided that an equity underpin was needed to help secure the continued employmentof all employees within the ‘family’, significant time was spent researching equityincentive plans in the 12 countries with operations, regardless of cost.

The creation of the ‘TLC Owners’ Club’, which entrenched a real message about thebenefits of share ownership and created a clear link with TLC’s planned IPO, caughtthe judges’ eyes.

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Best employee share plan Outcome

following a major corporate change

Winner

The judges were impressed with this very thorough submission on a number oflevels. With a strong culture and share ownership philosophy from the CEO andExecutive Committee, the IPO enabled three attractive share plans to belaunched. Clear, extensive and supportive communications, including a speciallydesigned portal and phone service, encouraged participation, and also coveredin a comprehensive manner the exit from the Lloyds Banking Group employeeshare plans which was well explained.

There was an excellent level of participation with 36 per cent taking up theSharesave element, with average savings of £134 per month and 22 per cent ofemployees currently participating in Sharematch.

Commended

The judges felt that Royal Mail merited a commendation for the launch of its employee share planin view of the complexity of, and the challenging circumstances surrounding, the flotation. Thisinvolved a comprehensive multi-channel strategy with a strong focus on face-to-facecommunications, which was unrivalled in its scale, dedicated in-depth briefings for managers andcolleagues and access to materials outside work. The campaign leveraged all existing channels toensure that employees, who had a limited understanding of share ownership and share plans, fullyunderstood the offer. This resulted in a very high proportion of employees feeling well informedabout the plan.

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Most effective use of technology

Winner

What impressed the judges with this submission was the array of personalisedonline tools provided and the information made available for BT’s Sharesavematurity, together with its clarity and comprehensiveness. The 2014 maturitypresented particular challenges given the significant potential profit available toparticipants. Maximum use of technology was used to enable participants tomake informed decisions so as to make full use of allowances and reliefs, andto understand the financial and capital gains tax implications, which wassomething new for most participants.

Surveys indicated what, when and how participants wanted their maturityinformation.

Developments included: interactive newsdesk articles on which participantscould comment and the share plans team could respond, a myth buster, anenhanced Sharesave CGT modeler and a question time session which employeescould join in person or by live webcast.

Very high levels of satisfaction with the process, choices and intranet site wererecorded.

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Best overall performance in fostering employee share ownership(up to 1,000 employees)

Winner

Henderson has once again impressed the judges with its consistency in approach andperformance in fostering employee share ownership which is an integral part of itsreward strategy. The Company has demonstrated a clear understanding that employeeshave varying needs when it comes to share plans and therefore operates a broadselection of plans to cater for this. Plans have varying levels of risk as Henderson believesthat the element of risk focuses the minds and actions of employees.

Participants are guided through the life of a plan and at vesting when a range of choicesis offered. Particularly important to the Company is that employees have a goodfinancial knowledge and share plan knowledge and to this end hosts financialeducation days which include one-to-ones with appropriate experts.

Share retention remains high with 52 per cent of participants retaining shares onSharesave maturity, and with current employee share ownership standing at just under10 per cent.

Donation of £5,000 to the chosen charities of the winning company

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Best overall performance in fostering employee share ownership(1,001-15,000 Employees)

Winner

This submission stood out for the judges because of the direct link between thelaunch of employee share initiatives and the impact on employee engagement.Building a business in which employees want to invest is seen as critical to long-term success. The launch of ‘Sparkle,’ which saw 1,000 shares gifted to everyemployee in 2012, was a huge driver of employee engagement.

Responding to employee feedback that people wanted extra flexibility with theirinvestment, a Share Match Plan was introduced in 2014 – resulting in a take-upof 14 per cent already.

To encourage participation, a multi-platform approach has been taken byTalkTalk, leveraging online communications – including pre-registration, a newsocial intranet, ‘the Wire’ - and offline communications – posters and ‘drop-in’sessions. Paper application forms are sent to employees who are not comfortablewith the online process.

Overall participation in Sharesave is 55 per cent with average monthly savingsin Sharesave 2014 of £159, £39 higher than in 2013.

Donation of £5,000 to the chosen charities of the winning company

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Best overall performance in fostering employee share ownership(15,001+ employees)

Winner

BT, a frequent winner, once again impressed the judges, demonstrating a clearvision and an ongoing commitment to employee share ownership. It continuesto find ways of improving the employee experience and maximising employeeunderstanding, be it on launch, during the life of the plan or on maturity whereparticipants were given an innovative personalised Sharesave choices modelerthis year, to enable them to effectively and efficiently invest for their future. Thejudges were particularly impressed with the effort that goes into Sharesavematurities and the strong sense of community.

An extensive communications programme, including postal communications formobile employees without access to email or intranet, ensures take-up levelsremain high and continue to grow across the Group. 71 per cent of UKemployees participate in Sharesave and 36 per cent in the SIP (PartnershipShares).

The annual share plan survey highlights the positive impact of employee shareownership, with 88 per cent of employees who own shares saying it made themmore interested in the BT performance.

Over 70 per cent of participants said they intended to keep some or all of theirshares following the 2014 Sharesave maturity – only 4.7 per cent of the sharesallocated to participants on maturity were sold.

This all makes BT a deserved winner again this year.

Donation of £5,000 to the chosen charities of the winning company

Join us at

Don’t miss out on the opportunity to hear from the 2014 ifs ProShare Annual Awards winners who will

share their success and experiences.

Tuesday 24 February 2015Hosted by Baker & McKenzie

100 New Bridge Street, London

ifs ProShare is part of ifs University College, a registered charity and incorporated by Royal Charter.

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Advisory panelifs ProShare has an Advisory Panel, which comprises the Advisory Panel Chair and up to ten

nominated external members.

Chair: Alan Scott, Head of Employee Share Ownership, ifs ProShare

Board members:

About ifs ProShareifs ProShare is the voice of the employee share ownership community in the UK. The benefits ofemployee share ownership to employers, employees and the British economy as a whole aresubstantial.

There is a wealth of UK and international evidence that demonstrates employee share ownership can lead to higher productivity, better financial performance, greater innovation, lowerstaff turnover and improved employer/employee relations. Employee share ownership alsoprovides a very useful and tax efficient savings vehicle for millions of British workers.

It is essential that such an important community has a strong voice and ifs ProShare has beenproviding that voice since 1992 when it was established by the Government, a group of FTSE100 companies and the London Stock Exchange to promote employee share ownership.

ifs ProShare works with numerous Government departments and agencies including the Treasury, BIS and HMRC as well as the FCA, European Commission, specialist, regional andnational media, with the aim of protecting, promoting and enhancing members’ interests andthe British employee share ownership community at large.

For further information about ifs ProShare please visit:

www.ifsproshare.org

Phil Ainsley, Equiniti

Gareth Amdor, King & Wood Mallesons

Janet Cooper, Tapestry

Jeremy Edwards, Baker & Mckenzie

David Kilmartin, Capita Asset Services

Claire Mackintosh, ShareGift

Jeremy Mindell, Primondell Ltd

Francis O’Mahony, BT Group

Martin Osborne-Shaw, Equiniti Premier Services

Iain Wilson, Computershare

Members’ focus groupsifs ProShare holds various focus groups which consider and review a range of topicsincluding company and SME employee share plan issues, tax and NI issues, EU relatedmatters and international share plans. These groups enable members to come togetherin a confidential forum to discuss any issues or queries they have regarding a specificarea. ifs ProShare also holds a specific focus group for advisers to meet and discusscurrent issues/news.

Liaison with HMRC, HM Treasury and other industry bodiesAs a member-led organisation ifs ProShare is keen to hear the views of its memberson all areas of employee share ownership. We meet regularly with representatives of theHMRC, HM Treasury and MPs to express members’ views on employee share ownership.

For instance ifs ProShare lobbied for an increase in the SAYE savings limit and has alsosuggested the Government consider reducing the SIP holding period, from five years tothree years.

Business briefingsThese briefings enable ifs ProShare members to put questions directly to the speakersas well as providing great networking opportunities. Past speakers have included LordStevenson of Balmacara, John Whiting, Baroness Wheatcroft, Chris Leslie MP (ShadowTreasury Minister) and most recently Claire Hobson, BIS, Director of Business and Society.

ResearchAll members receive a free copy of the ifs ProShare annual SIP & SAYE survey.

Member discounts on all training and eventsMembers receive substantial discounts when booking:

• seminars, training courses and workshops;• conference delegate places;• tables at the ifs ProShare Annual Awards.

newslettersThese provide up-to-date information on hot topics in the share schemeindustry, including topical articles from members.

For further information on membership with ifs ProShareplease contact us on +44 (0) 207 444 7104 or atifsproshare@ifslearning.ac.uk. 23

A global serviceOur Nominee technology is seamlessly integrated throughout our software, ensuring all shareholders worldwide use one, simple platform to access their services. It’s one of the reasons why Equiniti Premier Services is recognised as a leading specialist in Global Nominee services.

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