Scotland

opportunity growthprofit

RM2 Presentation

Scotland

As we progress in 2010 – what are your concerns or opportunities?

Retaining your key staff - your “profit makers”

Cash Flow concerns Growing your organisation Your own exit strategy or succession

plan Overall tax efficiency

Scotland

What can RM2 offer?

attract and retain staff provide effective incentives foster team work and

commitment conserve cashsave taxsuccession plans / exit strategies

Ways to:

ScotlandWhy RM2?

• design, implement, administer• 184 corporate clients, 141 trusts• multidisciplinary, holistic• quality driven

BenchmarQ gold customer service award

ISO 9001 accredited

Investorin People

the share plan specialists

Scotland the need………

• tough times and tough measures• control of cash flow • share based rewards • reduced NICs and tax implications• employees motivated to stay for the

upturn• key managers retained

Scotlandthe steps……objectives

claritycommitment

focus – the employees

Scotlandimplementation

simplicity of design

one adviser

integrated design and administration

Scotlandcommunication

mutuality

staff access to consultants

fun

Scotland What can we use?

gift• Share Incentive Plan (SIP)• Discretionary trust (EBT/LTIP)

option• Enterprise Management Incentive (EMI)• Company Share Option Plan (CSOP)• Unapproved Share Option Plan (USOP)purchase• SAYE Share Option Scheme (SAYE)• SIP purchase and matching• Joint, Flowering or Deferred Purchase

Scotland

Succession Planninga typical exit scenario

• founders sell shares to trusttax-efficiency for founders?

• trust offers shares or options to employees

tax-efficiency for employees?

• corp. tax relief on appropriation/ exercise

tax-efficiency for company?

Scotland

trust company

founders

employees

cash

shares

cash

shares

Scotland……..the outcome!!• Key players are in line with

shareholders…..aspirations are shared• Profit centre personnel enjoy shares in

their Company• Support staff are part of their Company• Loyalty and effort rewarded• Staff motivated by Company development

and success• Opportunities for MBO MBI

Scotland…….the tax savings• For most of the HMRC approved and

registered plans:no income tax 22 – 40 or even 50 per

cent.no employer NICs – 12.8 per cent.no employee NICs – 10 or 1 per cent.corporation tax reliefONLY Capital Gains at 18 or 28 per

cent. or lower with available reliefs.

Scotland…..the important steps• Discuss objectives• Decide the most effective arrangement• Summary• Review• Agree plans and Terms• Review Articles• Valuation• The plan and employee documents• The roll-out• Administration

Scotland…considerations

tax law

company law

employment law

valuation

accounting standards

HR considerations

trust law and administration

Scotland

process

objectives

fact-find

design

review

communicate

implement

administer

adviser meeting, internal review

adviser meeting

adviser mtg, remuneration ctte, Board

co resolutions, IR approval/registration

employee presentations, press, intranet

draft documentation, terms, pricing

monthly systems, helpline, communication

ScotlandClient Base

• More than 180 clients – and growing rapidly

• Variety of industry sectors

• Public and private companies

• Competitive fee scales

• Preferred advisors for organisations such as Intellect, the FDC and the IIB.

Scotland

RM2 Details

Fact Sheets Available

Employee Share Schemes – A Guide for Directors - the 2008/09 Edition

Website: www.rm2.co.uk

Email Helpline – shares@rm2.co.uk

Telephone Helpline – 0208 949 5522

Scotland

Share and share options

• the possibility of having your cake and eating it too!!

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Questions?

Scotland

The RM2 Partnership

the share scheme specialists

BenchmarQ gold customer service award

ISO 9001 accredited

Investorin People