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Make Life Sweeter... with a New Global Share Plan Sally Blanchflower, Managing Associate, Tapestry Compliance Janet Cooper OBE, Partner, Tapestry Compliance Jane Darlington, Director, Stitch Communications Elena Petrou, Share Schemes Manager, Aviva

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Page 1: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Make Life Sweeter...with a New Global Share Plan

Sally Blanchflower, Managing Associate, Tapestry ComplianceJanet Cooper OBE, Partner, Tapestry ComplianceJane Darlington, Director, Stitch Communications

Elena Petrou, Share Schemes Manager, Aviva

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43% on 1st

launch

9 countries

Communications viewed 16,438

times

Average 92% of max monthly contribution

Measurable employee impact

Thank you for joining us…

Page 3: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Introducing our speakers

Elena PetrouAviva, Share Schemes Manager

Jane Darlington Stitch Communications, Director

Janet Cooper OBE Tapestry Compliance, Partner

Sally Blanchflower Tapestry Compliance, Managing Associate

Page 4: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

About Aviva• Leading global insurance and financial services group

• In operation for 300+ years, now operates in 26 countries

• Over 33 million customers globally

• Over 37,000 employees globally

• UK and Irish employee tax-advantaged plans for 30 years

Page 5: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Aviva’s Global Matching Share Plan• Why now?• Timeline and internal support• Getting the team together• Setting objectives for the plan• What was involved:

o Agreeing the ‘term sheet’o Approach to overseas legal and

taxo Drafting the documentso Working with plan administrators

• Developing the communications campaign:o Objectiveso Conceptso Approacho Rollout

• Launch• Results• Key reflections

Page 6: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Why now?• Aviva’s successful UK and Irish all-employee plans – 74%

of UK eligible employees participate in a share plan!

• CEO’s strategy

• Requests from employees overseas increasing as mobility of workforce increases

• Research on employee share ownership proves creates productivity and drives innovation, encourages retention, commitment and engagement

Page 7: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

TimelineOct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017

Suggested to General Counsel

CEO’s initial approval

Kick off meeting with colleagues &

external experts

First deduction

First purchase

Finance & HR initial buy-in Launch!

Final approval

Invitation Window

Page 8: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Getting the team togetherKick off meeting March 2016• From Aviva:

o Share Planso Co Seco Legalo HR o Financeo Taxo Internal Comms

• External experts:o Administrators:

Barclayso Communications:

Stitcho Legal and Tax:

Tapestry

• Involved but not at initial meeting:o Translatorso Marketing / branding

Page 9: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Setting objectives

• Key to success!

• Aviva’s objectives:oRetentiono Engagement

• Plan design:o Eligibilityo Free or contributoryo Thresholds for contributionso Vesting periodo Stopping contributionso Leaverso Post-vesting arrangements

• Comms:o Imageryo Typeo Translations

Page 10: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Feeding objectives into designDesign feature Objective

Buy 1 get 2 free Very attractive match, very generous, rewards and reduces risk to employees

Save for a year A commitment to the company, but not too long

Match after 3 years Skin in the game longer, aligns interests

Min £5 a month Accessible to lower paid

Max £40 a month Attractive to lower paid but not seeking larger contributions to keep costs down

Nominee (brokerage) for post-vesting holding

Enables share retention

Participating Companiesdetermined by board

Captures key markets in first launch and can roll-out to other entities e.g. JVs in phase 2

Page 11: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

What was involved?Agree a term sheet first!Shares • Type of shares offered & limits

• Source: new issue, market purchase, trust?• Dividend reinvestment and dividend

equivalents?

Cycle • If purchase shares – how often? Level of contributions?

• If matching shares – how many (ratio) and when?

People • Eligibility – who can join and when?• What happens if they leave?• Mobile employees?

Country specific

• Alternative structure required for any countriese.g. tax-qualified?

• Salary deductions issues?

Aviva thought:• Helpful to clarify

features and align objectives

• Agreed before drafting started and admin systems built

• Helped local teams to understand plan

• Controlled costs

Page 12: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

What’s involved:Approach to overseas legal and tax

• Countries • Agree level of due diligence

(high level or local lawyer sign-off)

• Legal and tax considerations to be covered

• Localised for tax savings?• Timetable for filings• Identify any local document

requirements and translations

Aviva decided:• Local advice for first operation• Provided tax notes for

employees• Considered localised plans in

some key marketso implemented for France

• Translated key docs• Appointed local

champions for guidance

Page 13: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

What’s involved:Documents!• Plan rules

• Purchase agreement

• Shareholder circular

• Linking agreement with trust

• Service agreement with administrator

• Recharge agreements

• T&Cs of administrator for broking/nominee

• Comms and website terms

Aviva’s approach:

• Start plan rules early, once term sheet agreed

• Other docs a work in progress

• Keep all docs in plain English• Focus on participant’s

experience for documents they see

Page 14: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

What’s involved:Working with administrators

Important to make sure administrators can easilyand cost-efficiently:

• Manage the plan

• Show participants their vested and unvested share awards

• Deal with currency requirements

Aviva’s system:• Online portal• Access to info on vested/

unvested awards• Deals with currency requirements• Online sale arrangements• Nominee (brokerage) accounts• Delivery of sale proceeds• Alignment with communications

style

Page 15: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Developing a communications campaign

Key considerations:• Objectives

• Consistency

• Culture

• Audience

• Stakeholders

• Brand

Aviva’s approach:• Commission expert comms

agency

• Name of the plan

• On brand, involving Aviva’s brand team and brand assets

• Range of communications available to local champions

Page 16: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

talkwithstitch.co.uk©Stitch Communications 2016

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talkwithstitch.co.uk©Stitch Communications 2016

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Page 24: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Launching the planUsually includes key stakeholders signing off:

• Finance – funding and accounting treatment

• Tax – deductions and recharge

• Legal – document review and trust arrangements

• Co Sec – Board/RemCoapproval

Aviva’s approach:

• Submit to RemCo early in the process for initial approval, then agree key structure and authorise GC/CoSec to finalise

• Get all key stakeholders involved at outset, involved in decisions and obtain final approval in all areas

Page 25: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Around the world in 30 days!

• Engage with local champions

• Agree any local practice differences

• Distribute suite of communications

• Training on the administration system

• Educate and listen to local concerns

Page 26: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Results of Aviva’s first launch• Take-up:

o 43%! (target was 33%)o 25% was millennials o 93% of max monthly contribution

• Comms:o Google analytics = real time tracking o 1 week of teaser campaign = 3,100 hits to site (22+% of eligible

population)o 16,438 sessions from teaser campaign to enrolment closureo Average pages visited: 4.6o Average session duration: 5mins 3secso Animation had 3,645 views

Page 27: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Key reflections• CEO and leadership buy-in crucial• Always refer to plan objectives• Employee-focused approach• Communications = more than an email• Plan champions key to success• Maintain permanent online resource• Realistic timetable and lead-in time to launch• Enjoy the project and be excited about it…then your employees will be too!

Page 28: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Questions?

Page 29: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Thank YouElena Petrou

[email protected]

Jane DarlingtonStitch Communications

[email protected]

Janet Cooper OBETapestry Compliance

[email protected]

Sally BlanchflowerTapestry Compliance

[email protected]

Page 30: st launch - global equity...Timeline Oct 2015 Dec 2015 March 2016 Aug 2016 Oct 2016 Nov 2017 Jan 2017 Apr 2017 Suggested to General Counsel CEO’s initial approval Kick off meeting

Thank You Thank you for attending GEO’s 18th

Annual Conference in Rome. We hope you enjoyed this session. • If you require CPE Credit, don’t forget to Sign Out

• Two ways to give us your feedbackon this sessiono Mobile appo Paper surveys available at the door