Retain & Reward

Employees are the beating heart of your organisation and can truly make the difference. Chances are you already know which individuals are most vital to your business. These are the people you want to retain for the long term, perhaps even by making them feel a shared responsibility for the company’s success. You have the power to make a difference through Retain & Reward strategies.
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Retain and Reward: types of remuneration

There are many ways to engage employees and involve them in your company’s success. This might be as simple as a tap on the shoulder, but more structural approaches via adjustments in primary and secondary employment conditions are also possible. Given the importance of employees perceiving these efforts as meaningful rewards, it’s essential to take their preferences and perceptions into account.

When it comes to financial incentives, most people think of salary increases or bonuses. But there are also reward structures that allow employees to participate in the company itself. What are these options, and what could they mean for your organisation?

Types of Incentives (6)

There’s a wide range of possible reward structures, each with its own legal, financial, and tax implications. These can also be tailored to suit your goals. Below are six commonly used forms in practice:

  1. Profit-sharing scheme
  2. Stock Appreciation Rights (SAR)
  3. Profit certificates
  4. Stock options
  5. Shares
  6. Depositary receipts for shares

Profit-sharing is the least far-reaching form of participation, while issuing shares is the most far-reaching. The other options fall somewhere in between. We’ll briefly explain each of them below.

Tom Meuleman
Tom Meuleman Senior Family Advisor
Specialist in business succession
My name is Tom, a tax lawyer and family advisor. I specialize in guiding families through succession issues. I've written two books on this topic: "Opvolger gezocht " (2020) and "Gun elkaar wat" (2022).
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Profit-sharing scheme

A profit-sharing scheme is an additional form of remuneration on top of an employee's salary. It is relatively easy to implement and can be effective for a broad group of employees. Keep in mind, however, that this “bonus” is taxed in Box 1 at the progressive income tax rate.

The key question is whether this form of compensation creates enough retention and engagement. Some groups of employees may require a more targeted or enhanced incentive.

Stock Appreciation Rights

With an SAR (Stock Appreciation Rights) scheme, employees benefit from the company’s valuation growth or rising share price. Employees share in the value increase without receiving actual shares. Instead, the appreciation is paid out to employees at specific moments in time.

SAR schemes are often used by:

  • Start-ups.
  • Companies experiencing significant revenue growth but with limited or no profit yet.

These businesses often cannot, or choose not to, distribute profits annually due to liquidity constraints. The benefit the employee receives through the SAR is taxed in Box 1 at the progressive rate.

Profit certificates

A profit certificate is often compared to a “stripped-down” share. It entitles the employee to a portion of the company’s profits, without granting any voting rights or control over the business.

A profit certificate can be arranged through a simple contract and does not require a notarial deed. Under certain conditions, the employee may be able to declare the certificate in Box 3.

Stock options

With this type of incentive, the employee does not receive shares, but is granted an option to acquire them in the future. When the option is granted, conditions are set under which the employee may exercise the option and convert it into shares.

For example, the option may become exercisable after reaching a specific revenue target or after five years of employment. Once these conditions are met, the employee can exercise the option and acquire the shares.

The tax treatment of options is a key aspect. Depending on the structure, taxation may fall under Box 1, Box 2, or Box 3. Accurate valuation and a clear understanding of the applicable tax regime are essential.

Shares

If an employee also becomes a shareholder in your company, they are entitled to:

  • a share of the profits;
  • the value of the company or any increase;
  • the control and voting rights attached to the shares.

A shareholding arrangement is therefore considered the most far-reaching form of employee participation. Valuing the shares at the moment of acquisition is a crucial aspect. It's essential to clearly define in advance the terms under which employees may, or in some cases must, purchase or sell their shares.

Shares may be taxed in Box 1, Box 2 or Box 3.

Depositary receipts

The tax treatment of depositary receipts for shares is largely similar to that of regular shares. However, there is one key difference: by using depositary receipts, voting and meeting rights can be restricted or even excluded. The employee still benefits from profit entitlement and value appreciation.

How to reward your employees

When choosing the right remuneration structure, it’s important to consider:

  • how the benefit is taxed for employees (Box 1, Box 2, or Box 3);
  • whether and to what extent the cost is deductible as a wage expense for the company;
  • how employees will finance the acquisition or purchase if a contribution is required;
  • how the benefit should be valued;
  • which legal and employment law aspects should be considered.

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Even after deciding on a particular form or forms of remuneration, there are still several steps to take, including valuation, deciding on the terms, a preliminary consultation with the Tax Administration, and coordination with a notary. We’re here to guide you and take care of the tax complexities, so you can focus on what truly drives you.

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