then the excess shares should be accounted for as a cash-settled share-based payment
when this amount is paid in cash (or other assets) to the employee. [IFRS 2.33H(b)]. In
other words, such shares are treated as a separate cash-settled share-based payment
and fully recognised as an expense (rather than as a deduction from equity) as at the
date of settlement.
To illustrate the application of the exception, the IASB has added an example to the
implementation guidance accompanying IFRS 2. [IFRS 2 IG Example 12B]. The substance of
this example is reproduced as Example 30.59 below.
An entity applying the exception will also need to consider whether additional
disclosures are needed in respect of the future cash payment to the tax authorities
(see 13.3 above). [IFRS 2.52].
The IASB notes in the Basis for Conclusions to IFRS 2 that the exception is designed to
alleviate the operational difficulties, and any associated undue cost, encountered by
entities when they are required, under the requirements of IFRS 2, to divide a share-
based payment transaction into an equity-settled element and a cash-settled element
(see 14.3 above). [IFRS 2.BC255J].
The IASB made it very clear during its discussions that the exception only addresses the
narrow situation where the net settlement arrangement is designed to meet an entity’s
obligation under tax laws or regulations to withhold a certain amount to meet the
Share-based
payment
2737
counterparty’s tax obligation associated with the share-based payment and transfer that
amount in cash to the taxation authorities. This point has been incorporated into IFRS 2
as follows:
‘The exception in paragraph 33F does not apply to:
(a) a share-based payment arrangement with a net settlement feature for which
there is no obligation on the entity under tax laws or regulations to withhold
an amount for an employee’s tax obligation associated with that share-based
payment; [...]’. [IFRS 2.33H(a)].
Other types of arrangement that are very frequently seen in practice might appear
similar in substance to the legal or regulatory obligation covered by the exception. For
example, as discussed and illustrated at 14.3 above, the terms of a share-based payment
arrangement between an entity and an employee might require the employee to forfeit
sufficient shares to meet the tax liability or the employee might have some choice over
whether or not shares are withheld and/or directly sold in order to raise cash to settle
the tax liability. However, unless the arrangements for net settlement are put in place to
meet the entity’s obligation under tax laws or regulations as described above, the
exception will not apply. Therefore careful analysis of such arrangements continues to
be necessary to determine whether part of the award should be treated as cash-settled
or whether the exception applies and the entire arrangement should therefore be
treated as equity-settled.
Example 30.59: Share-based payment transactions with a net settlement feature
for withholding tax obligations (application of IFRS 2 exception)
At the beginning of year 1 an entity grants an award of 100 shares to an employee. The award is conditional
upon the completion of four years’ service which the employee is expected to achieve.
The employee’s tax obligation of 40% is based on the fair value of the shares at vesting date. Tax law in the
entity’s jurisdiction requires the entity to withhold an amount for an employee’s tax obligation associated
with a share-based payment and transfer that amount in cash to the tax authority on behalf of the employee.
The terms and conditions of the share-based payment arrangement require the entity to withhold shares from
the settlement of the award to the employee in order to settle the employee’s tax obligation. Accordingly, the
entity settles the transaction on a net basis by withholding the number of shares with a fair value equal to the
monetary value of the employee’s tax obligation and issuing the remaining shares to the employee at the end
of the vesting period.
The fair value at grant date is £2 per share and at the end of year 4 is £10 per share.
The fair value of the shares on the vesting date (end of year 4) is £1,000 (100 × £10) and therefore the
employee’s tax obligation is £400 (100 × £10 × 40%). Accordingly, on the vesting date, the entity issues
60 shares to the employee, withholds 40 shares from the employee and pays £400 (the fair value of the shares
withheld) in cash to the tax authority on the employee’s behalf. In effect, it is as if the entity issued 100 vested
shares to the employee and then repurchased 40 of them at fair value.
Accounting during the vesting period and on recognition and settlement of the tax obligation
Over the four-year vesting period, the entity recognises a cumulative IFRS 2 expense of £200 (£50 per annum)
with a corresponding credit to equity. This is calculated as 100 shares × £2 grant date fair value.
£
£
Employee
costs
200
Equity
200
2738 Chapter 30
At the date of vesting the tax liability is recognised and subsequently paid:
£
£
Equity
400
Tax
liability
400
Tax
liability
400
Cash
400
The example in the implementation guidance also notes that the entity should consider disclosing at each
reporting date an estimate of the expected tax payment (see 13.3 above).
15 OTHER
PRACTICAL
ISSUES
We discuss below the following aspects of the practical application of IFRS 2:
• matching share awards (including deferred bonuses delivered in shares)
(see 15.1 below);
• loans to employees to purchase shares (limited recourse and full recourse loans)
(see 15.2 below);
• awards entitled to dividends or dividend equivalents during the vesting period
(see 15.3 below);
• awards vesting or exercisable on an exit event or change of control (flotation, trade
sale etc.) (see 15.4 below); and
• arrangements under South African black economic empowerment (‘BEE’)
legislation and similar arrangements (see 15.5 below).
15.1 Matching share awards (including deferred bonuses delivered in
shares)
As noted in the discussion at 10.1.2 above, the rules in IFRS 2 for awards where there is
a choice of equity- or cash-settlement do not fully address awards where the equity and
cash alternatives may have significantly different fair values and vesting periods. In
some jurisdictions, a popular type of scheme giving rise to such issues is a matching
share award. This section will generally refer to matching share awards but
arrangements to defer bonus payments for later settlement in shares (without a matching
element) raise a number of similar issues.
Under a matching share award, the starting point is usually that an employee is awarded
a bonus for a one year performance period. At the end of that period, the employee may
then be either required or permitted to take all o
r part of that bonus in shares rather
than cash. To the extent that the employee takes shares rather than cash, the employing
entity may then be required or permitted to make a ‘matching’ award of an equal
number of shares (or a multiple or fraction of that number). The matching award will
typically vest over a longer period.
Whilst such schemes can appear superficially similar, the accounting analysis under
IFRS 2 may vary significantly, according to whether:
Share-based
payment
2739
• the employee has a choice, or is required, to take some of the ‘base’ bonus in shares
and whether any such shares have to be retained by the employee in order for the
matching shares to vest; and/or
• the employer has a choice, or is required, to match any shares taken by
the employee.
Examples 30.60 to 30.64 below set out an analysis of the five basic variants of such
schemes, as summarised in the following matrix.
Employee’s taking shares required
Employer’s matching required or
Example
or discretionary?
discretionary?
Required Required
30.60
Required Discretionary
30.61
Discretionary
No provision for matching award
30.62
Discretionary Required
30.63
Discretionary Discretionary
30.64
A requirement for the employee to retain a base shareholding for the duration of the
matching arrangement is a non-vesting condition and this is considered at the end of
this section (following Example 30.64).
Example 30.60: Mandatory investment by employee of cash bonus into shares
with mandatory matching award by employer
At the beginning of year 1 an employee is told that he is to participate in a bonus scheme which will pay
£1,000 if certain performance criteria are met by the end of year 1 and he remains in service. The bonus will
be paid at the beginning of year 2. 50% will be paid in cash and the employee will be required to invest the
remaining 50% in as many shares as are worth £500 at the beginning of year 2. Thus, if the share price were
£2.50, the employee would receive £500 cash and 200 shares. These shares are fully vested.
If this first award is achieved, the entity is required to award an equal number of additional shares (‘matching
shares’) – in this example 200 shares – conditional upon the employee remaining in service until the end of
year 3. The award of any matching shares will be made at the beginning of year 2.
Annual bonus
The 50% of the bonus paid in cash is outside the scope of IFRS 2 and within that of IAS 19 (see Chapter 31).
The 50% of the annual bonus settled in shares is an equity-settled share-based payment transaction within the
scope of IFRS 2, since there is no discretion over the manner of settlement. The measurement date for this
element of the bonus is 1 January in year 1 and the vesting period is year 1, since all vesting conditions have
been met by the end of that year. Notwithstanding that the two legs of the award strictly fall within the scope
of two different standards, the practical effect will be to charge an expense over the course of year 1.
Matching shares
The terms of the award of 200 matching shares have the effect that the entity has committed, as at the beginning
of year 1, to award shares with a value of £500 as at the beginning of year 2, subject to satisfaction of:
• a performance condition relating to year 1; and
• a three year service condition (years 1 to 3).
Those terms are understood by all parties at the beginning of year 1, which is therefore the measurement date.
The fact that the matching award is not formally made until the beginning of year 2 is not relevant, since there
has been a binding commitment to make the award, on terms understood both by the entity and the employee,
since the beginning of year 1 (see 5.3 above).
2740 Chapter 30
The vesting period is the three year period to the end of year 3. As at the end of year 1 only one of the vesting
conditions (i.e. the performance condition) has been met. The further vesting condition (i.e. the service
condition) is not met until the end of year 3.
The discussion in 8.10 above is relevant to the valuation of the equity elements of the award.
Example 30.61: Mandatory investment by employee of cash bonus into shares
with discretionary matching award by employer
At the beginning of year 1 an employee is told that he is to participate in a bonus scheme which will pay
£1,000 if certain performance criteria are met by the end of year 1 and he remains in service. The bonus will
be paid at the beginning of year 2. 50% will be paid in cash and the employee will be required to invest the
remaining 50% in as many shares as are worth £500 at the beginning of year 2. Thus, if the share price were
£2.50, the employee would receive £500 cash and 200 shares. These shares are fully vested.
If this first award is achieved, the entity has the discretion, but not the obligation, to award an equal number
of additional shares (‘matching shares’) – in this case 200 shares – conditional upon the employee remaining
in service until the end of year 3. The award of any matching shares will be made at the beginning of year 2.
Annual bonus
The 50% of the bonus paid in cash is outside the scope of IFRS 2 and within that of IAS 19 (see Chapter 31).
The 50% of the annual bonus settled in shares is an equity-settled share-based payment transaction within the
scope of IFRS 2, since there is no discretion over the manner of settlement. The measurement date for this
element of the bonus is 1 January in year 1 and the vesting period is year 1, since all vesting conditions have
been met by the end of that year. Notwithstanding that the two legs of the award strictly fall within the scope
of two different standards, the practical effect will be to charge an expense over the course of year 1.
Matching shares
In our view, it is necessary to consider whether the entity’s discretion is real or not, this being a matter for
judgement in the light of individual facts and circumstances.
In some cases the entity’s discretion to make awards may have little real substance. For example, the awards
may simply be documented as ‘discretionary’ for tax and other reasons. It may also be that the entity has
consistently made matching awards to all eligible employees (or all members of a particular class of eligible
employees), so that it has no realistic alternative but to make matching awards if it wants to maintain good
staff relations. In such cases, it may be helpful to consider what the accounting for the ‘matching’ award
would be if it were a pure cash award falling within the scope of IAS 19:
‘An entity may have no legal obligation to pay a bonus. Nevertheless, in some cases, an entity has a
practice of paying bonuses. In such cases, the entity has a constructive obligation because the entity has
no realistic alternative but to pay the bonus. The measurement of the constructive obligation reflects the
possibility that some employees may leave without receiving a bonus.’ [IAS 19.21].
This is discussed further in Chapter 31 at 12.3.
In making the determination of whether a constructive obligation would exist under
IAS 19, it would be
necessary to consider past data (e.g. the number of employees who have received matching awards having
received the original award).
If it is concluded that the entity does not have a constructive obligation to make a matching award, the
accounting treatment would follow the legal form of the transaction. On this view, the grant date (and
therefore measurement date) would be 1 January in year 2, and the vesting period the two years from the
beginning of year 2 to the end of year 3.
If it is concluded that the entity does have a constructive obligation to make a matching award, the effect is
that the matching award of shares is equivalent to the mandatory matching award in Example 30.60 above,
and should therefore be accounted for in the same way – i.e. the measurement date is 1 January in year 1 and
the vesting period is the three year period to the end of year 3.
The discussion in 8.10 above is relevant to the valuation of the matching equity award.
Share-based
payment
2741
Example 30.62: Discretionary investment by employee of cash bonus into shares
with no matching award
At the beginning of year 1 an employee is told that he is to participate in a bonus scheme which will pay
£1,000 if certain performance criteria are met by the end of year 1 and he remains in service. The bonus will
be paid at the beginning of year 2. 50% will be paid in cash and the employee will be permitted, but not
required, to invest the remaining 50% in as many shares as are worth £500 at the beginning of year 2. Thus,
if the share price were £2.50, the employee could choose to receive either (a) £1,000 or (b) £500 cash and
200 shares. Any shares received are fully vested.
The 50% of the bonus automatically paid in cash is outside the scope of IFRS 2 and within that of IAS 19
(see Chapter 31).
The 50% of the bonus that may be invested in shares falls within the scope of IFRS 2 as a share-based payment
transaction in which the terms of the arrangement provide the counterparty with the choice of settlement. This
is the case even though the value of the alternative award is always £500 and does not depend on the share
International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards Page 546
