Jonathan Fletcher Rogers

Jonathan is the head of Addleshaw Goddard's Employee Incentives and Remuneration practice, and advises UK and multinational clients on the design and implementation of share and cash-based employee incentive plans. He also advises quoted companies on corporate governance and disclosure issues in relation to remuneration. Jonathan is a regular speaker at conferences on executive remuneration and share plans more generally and has been recognised as a leading individual in employee incentives in Chambers and Partners.
Contributed to

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Comparison of UK and US share incentive arrangements
Practice Note

This Practice Note examines the characteristics of the most common US all-employee plans—the employee stock purchase plan (ESPP) and the main UK all-employee plans—the save as you earn (SAYE) and the share incentive plan (SIP). It also compares US incentive stock options (ISOs) to the main two discretionary plans in the UK—the company share option plan (CSOP) and the enterprise management incentives (EMI) plan. Finally, it compares the most common forms of non tax-advantaged share schemes in both jurisdictions. This Practice Note is written in partnership with Jonathan Fletcher Rogers of Addleshaw Goddard.

Share incentive plans (SIP)—income tax and NICs treatment of awards
Practice Note

This Practice Note looks at the income tax and National Insurance contributions (NICs) treatment of share incentive plan (SIP) awards granted under a SIP which qualifies under Schedule 2 of the Income Tax (Earnings and Pensions) Act 2003 (ie is a ‘Schedule 2 SIP’). This Practice Note looks at how each type of SIP award is taxed including an examination of the PAYE and NICs treatment of such SIP awards in the event of cessation of employment and change of control of the SIP company. This Practice Note is written in conjunction with Jonathan Fletcher Rogers of Addleshaw Goddard.

SIPs valuations
Practice Note

This Practice Note looks at the valuation issues that arise in relation to awards made under a share incentive plan (SIP) which qualifies under Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003.

SIPs—capital gains tax and corporation tax
Practice Note

This Practice Note looks at the capital gains tax (CGT) implications in connection with a share incentive plan (SIP) which qualifies under Schedule 2 of the Income Tax (Earnings and Pensions) Act 2003 (ie a ‘Schedule 2 SIP’). It considers the CGT position for the SIP trustees, participants in the SIP and individuals who dispose of shares into a SIP. It also looks at the corporation tax implications for the employer of participants in a SIP and the company that establishes a SIP (if different).

SIPs—corporate events
Practice Note

This Practice Note looks at the impact of reorganisations and demergers on subsisting awards made under a share incentive plan (SIP) which qualifies under Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003.

SIPs—qualifying companies and type of shares
Practice Note

This Practice Note looks at the type of companies that qualify to operate a share incentive plan (SIP) and the conditions that the shares to be acquired under the SIP need to satisfy. In common with the other HMRC tax-favoured plans, the legislation contains very prescriptive conditions. This Practice Note is written in conjunction with Jonathan Fletcher Rogers of Addleshaw Goddard.

SIPs—requirements relating to the trust and the trustee
Practice Note

The share incentive plan (SIP) legislation is very prescriptive in relation to the requirement for a trust to be operated in conjunction with a SIP and in relation to the form that such a trust must take. The legislation is also very strict in relation to the permitted rights and obligations of the trustees. This Practice Note looks at what requirements apply to SIP trusts as well as the trustees of such trusts. This Practice Note is written in conjunction with Jonathan Fletcher Rogers of Addleshaw Goddard.

SIPs—self-certification, registration and filing requirements
Practice Note

This Practice Note sets out the self-certification, registration and filing requirements that apply to share incentive plans (SIPs). It summarises the HMRC review and approval regime that applied until 6 April 2014. It then sets out the notification requirements that have applied since 6 April 2014, and which must be met in order for a plan to qualify as a tax advantaged SIP after that date, including the practical issues involved in signing up in order to register a SIP. This Practice Note considers HMRC’s powers to enquire into whether an SIP meets the legislative requirements, the potential outcomes of such an enquiry and the different penalty regimes that can apply. Finally, it looks at the annual filing requirements for SIPs, the ability to appeal HMRC rulings and HMRC’s confirmed timetable for filing deadlines.

SIPs—who can be granted an award?
Practice Note

This Practice Note looks at which employees are eligible to participate in an award under a share incentive plan (SIP), as well as which employees must be invited to participate in any award under a SIP. This Practice Note is written in partnership with Jonathan Fletcher Rogers of Addleshaw Goddard LLP.

What is a SIP?
Practice Note

This Practice Note provides an introduction to the key features of share incentive plans (SIPs) including the types of awards that can be granted pursuant to a SIP, the main requirements that need to be satisfied to operate a SIP and the documentation likely to be required in connection with a SIP. The Practice Note also outlines the tax treatment for the employee and the employer and acts as a platform to access the more detailed Practice Notes which provide a more comprehensive analysis of each aspect of these requirements. This Practice Note is written in partnership with Jonathan Fletcher Rogers of Addleshaw Goddard.

When is a SIP appropriate?
Practice Note

This Practice Note looks at the type of companies that might want to establish a share incentive plan (SIP) and the circumstances in which each element of a SIP might be appropriate for such companies. This Practice Note is written in partnership with Jonathan Fletcher Rogers of Addleshaw Goddard.

Board minutes—approving the adoption of a SIP and the invitation to participate in awards
Precedent

This precedent set of board minutes can be used by private and public listed companies to approve the establishment of a new tax-advantaged share incentive plan (SIP) and to approve the invitation to participate in SIP awards.

Invitation for award of SIP free shares
Precedent

This Precedent invitation letter gives an indication of the type of information that may be provided in an initial communication inviting employees to be awarded free shares pursuant to a Share Incentive Plan (SIP). It is envisaged that further information would be contained in an explanatory booklet or in a series of pages on the company’s website. Therefore, the invitation letter contains only a brief summary of the key terms of the free shares award and the tax treatment.

Invitation for award of SIP partnership and matching shares
Precedent

This Precedent invitation letter gives an indication of the type of information that may be provided in an initial communication inviting employees to participate in the award of partnership and matching shares under a Share Incentive Plan (SIP). It is envisaged that further information would be contained in an explanatory booklet or in a series of pages on a website. Therefore, the invitation letter contains only a brief summary of the key terms of the partnership shares and the tax treatment. There is optional wording which should be included if there is to be a matching share element.

Resolution to adopt a SIP for a listed company
Precedent

This Precedent is a shareholder resolution that is required when listed companies are establishing a share incentive plan (SIP). This will often form part of a larger notice of a general meeting. This Precedent is written in partnership with Jonathan Fletcher Rogers of Addleshaw Goddard LLP.

SIP Free share agreement
Precedent

Free shares can be provided to participants of a share incentive plan (SIP). Where free shares are provided, the company typically invites the qualifying employee to enter into a free share agreement. The free share agreement contains the terms governing the award of free shares to the employee. This is an example free share agreement. It also allows for the provision of dividend shares.

SIP Partnership share agreement including matching shares
Precedent

This Precedent sets out the terms on which the participant agrees to buy Shares and receive Matching Shares under the terms of the Plan. Partnership shares can be acquired by participants of a share incentive plan (SIP). If so, the company must invite the qualifying employee to enter into a partnership share agreement. The partnership share agreement contains the terms governing the award of partnership shares to the employee. The partnership agreement may also allow for the provision of matching shares and will set out the basis on which the participant is entitled to matching shares. This is an example partnership share agreement. It also allows for the provision of dividend shares.

SIP rules
Precedent

This Precedent is template rules for the grant of partnership shares, free shares, matching shares and/or dividend shares pursuant to a Share Incentive Plan (SIP) which would will be self-certified pursuant to Schedule 2 of the Income Tax (Earnings and Pensions) Act 2003. This precedent SIP rules follow the format of the HMRC model rules, but also include certain additional provisions.

SIP trust deed
Precedent

Any shares acquired under a Share Incentive Plan (SIP) must be held on the employee’s behalf in a UK-resident employee benefit trust. This precedent is a template trust deed to accompany the rules of a SIP. This precedent trust deed follows the format of the HMRC model rules, but also includes certain additional provisions.

Other work

SIP—checklist

This is a Checklist of the main issues to be considered before implementing a tax-advantaged share incentive plan (SIP), before granting awards under a SIP and before the general operation of a SIP.

Practice areas

Panel

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