News - European Union

European Union - October 2015

Changes to the accounting treatment for share-based payments

The International Accounting Standards Board (IASB) is considering changes to the accounting treatment for share-based payments under IFRS2.  The changes would allow an award that is settled net of withholding taxes to be treated as entirely equity settled for accounting purposes. 

In many countries where companies operate equity incentive arrangements for employees (including the UK and United States), an employee may incur a liability to income tax on the acquisition of shares of which the income tax liability may need to be withheld by the employer and accounted for to the tax authorities.  Usually the tax liability will be too great to withhold from an employee’s regular monthly salary, and therefore needs to be funded in some other way.  Traditionally, UK companies whose shares are listed on a stock market have given their employees the choice to sell sufficient shares to fund the tax liability (also known as a ‘sell-to-cover’ election).  However, an increasing number of UK companies operate a ‘net settlement’ mechanism as a way of funding the tax.  In essence, a net settlement involves the employee receiving a reduced number of shares (broadly the number they would have received under a sell-to-cover), and the tax liability then being funded by the company. 

There are some significant benefits to net settlement mechanisms; the company does not need to use as many shares, which can help with managing dilution limits, and there is also a saving in terms of dealing costs.  In addition, for companies with shares that are relatively thinly traded, or those with a large number of employees with awards vesting on the same day, trying to sell sufficient shares in the market to fund the tax liabilities can be very challenging.  A net settlement can also have negative accounting consequences as it results in an award being partially equity-settled and partially cash-settled.  It is due to this that the proposed change to IFRS2, whereby an award which is net-settled is treated as wholly equity-settled for accounting purposes, is likely to be welcomed by companies.       

What does this mean for my company?

There is currently no guidance as to when the changes to IFRS2 would come into effect although it is proposed that the changes would apply to both existing awards that vest after the changes come into effect as well as new awards.  There are also proposals to clarify the accounting treatment of cash-settled share-based payments.

Companies should ensure that their current award documentation is flexible enough to permit net settlement if they may want to use that mechanism at some point in the future.

Resources

Activities of the IFRS Interpretations Committee—as at 10 August 2015

IFRS Interpretations Committee Meeting

Further Information

The CELIA Alliance has a unique service model incorporating all the expertise needed to help you manage the complexities of your employment and people issues across Europe.  If you have any questions or need help, speak to our team on +44(0)203 051 5711 or Turn on Javascript!

Disclaimer

Content is for general information purposes only. The information provided is not intended to be comprehensive and it does not constitute or contain legal or other advice. If you require assistance in relation to any issue please seek specific advice relevant to your particular circumstances. In particular, no responsibility shall be accepted by the authors or by Abbiss Cadres LLP for any losses occasioned by reliance on any content appearing on or accessible from this article. For further legal information click here.

Circular 230 disclosure

To ensure compliance with requirements imposed by the IRS and other taxing authorities, we inform you that any tax advice contained in this article (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed on any taxpayer or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.