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      Skills shortages, war-for-talents and retention strategies - in the midst of the buzzword jungle of the dynamic world of work, companies are faced with the challenge of retaining highly qualified employees in the face of increasingly tough competition and ensuring their identification with the company's goals. The German Corporate Governance Code and the German Stock Corporation Act even explicitly require the implementation of long-term orientated and sustainable remuneration systems for board members.

      Share-based payment programmes offer a widespread solution for incentivising employees and complying with legal requirements. The core component of these programmes is the linking of remuneration to the development of the company value or share price and the achievement of other company targets. Depending on the form of the programme and its accounting classification, this can result in significant fluctuations in earnings above EBIT, which can only be countered by appropriate hedging strategies.

      Aspects to be considered when measuring and recognising share-based payments

      Share-based payments within the meaning of IFRS 2 are a form of remuneration in which companies grant beneficiaries either genuine equity instruments (shares) in the company (equity settlement) or an additional payment based on the value of the equity instruments (cash settlement) as part of their remuneration. This additionally granted remuneration component must be recognised in the balance sheet either as a liability (cash settlement) or as an increase in equity (equity settlement) and accumulated over the vesting period, which usually extends over several years. As an offsetting item, the services received are generally recognised as (personnel) expenses due to the fact that they cannot be capitalised.

      In addition to the type of fulfilment, there are other design parameters such as vesting periods and other exercise conditions in order to specifically increase the motivation of the recipients. If the programme is too complex or lacks a link to the company's objectives, there is a risk that the desired positive effects on employee behaviour will not materialise. In addition, the design of the programme must ensure that the intrinsic value of the instruments granted correlates with an increasing enterprise value.

      The type of fulfilment has a significant impact on the earnings effect of share-based payments. Although cash-settled programmes are very popular in practice due to the greater scope for structuring, they regularly entail greater fluctuations in earnings compared to the granting of genuine equity instruments.

      While the fair value of an equity-settled programme is only determined on the grant date and remains constant thereafter, the fair value of a cash-settled programme is measured continuously at each reporting date. Companies are therefore exposed to the risk of a fluctuating share price over the entire term.

      Risk management to hedge the share price risk from cash-settled share-based payment programmes

      In this respect, the question of the ideal programme design from a motivation theory perspective gives rise to a further relevant aspect. In the case of a cash settlement, the required subsequent measurement of the liability gives rise to an uncertain payment obligation.

      Similar to foreign currency risks, interest rate risks or commodity price risks, it is therefore also advisable to analyse the share price risk resulting from share-based payments from a Risk management perspective. In order to manage the earnings effect to be recognised, it therefore appears to make economic sense for companies to hedge the potential payment against corresponding fluctuations using suitable hedging transactions, such as share forwards, swaps or options.

      However, due to the strict special accounting requirements of IFRS 2 with regard to the recognition and allocation of (personnel) expenses, it is necessary to check whether such economic hedging relationships can also be meaningfully recognised in the balance sheet in order to achieve a synchronisation of earnings between the underlying transaction and the hedging instrument. As the effects on earnings from share-based payments cannot be easily synchronised with the accounting treatment of stand-alone derivatives, it only appears possible to accumulate the claims hedged against price fluctuations at the hedging rate by applying cash flow hedge accounting in accordance with IFRS 9.

      Application of cash flow hedge accounting for share-based payments

      For a designation in cash flow hedge accounting, it must first be examined whether the expected cash outflow from the granting of the share-based payment transaction qualifies as a hedged item within the meaning of IFRS 9. This is a planned transaction, the amount of which is uncertain due to fluctuations in the share price and depending on vesting. If the beneficiaries do not fulfil predefined performance conditions or if the employment relationship is terminated during the vesting period, this leads to a partial or even total loss of the payment claim, depending on the specific structure of the programmes. In this respect, the probability of occurrence of the hedged transaction is of particular importance when hedging share-based payments. Only if the probability of occurrence can be shown to be at least 90% or higher does the hedged transaction also constitute a designatable hedged item within the meaning of IFRS 9.

      Furthermore, the effectiveness of the hedging relationship must be demonstrated continuously from designation to scheduled termination. In addition to the usual requirements of a credit risk that does not dominate the hedging relationship and a hedge ratio derived from the actual quantities of hedged risk and the corresponding contracted hedging transaction, the hedging of share-based payments poses special challenges for the proof of an economic relationship, which is also required.

      In this context, the company must demonstrate with sufficient certainty that the changes in value of the hedging transactions concluded and the payment obligation from the cash-settled share-based payments offset each other. In addition to a qualitative analysis of matching parameters as part of the critical terms match method, it is also necessary to calculate retrospective ineffectiveness using the dollar offset method, for example. Since in practice, for reasons of simplification and cost, features of the hedged item such as settlement at the average rate or upper price limits are neglected in the design of the hedging transactions, the parameters of the hedged item and hedging transaction relevant to measurement regularly differ in the case discussed here. Furthermore, additional features, such as an exchange of dividends and interest over the term of the hedge, are also agreed for the hedging transactions. All such deviations between the hedged item and the hedging instrument inevitably influence the effectiveness of the hedging relationship and therefore lead to significant ineffectiveness to be recognised in profit or loss.

      Finally, the modified grant date method from IFRS 2 for the cash-settled share-based payment must be harmonised with the hedging result for accounting purposes. Appraisee effects of the hedging transaction that are assessed as effective are initially recognised in the cash flow hedge reserve in equity and reclassified to profit or loss in the same way as the effect of the hedged item on profit or loss. For this purpose, changes in the value of the hedging transaction are recognised in the income statement on each reporting date in the amount of the pro rata (personnel) expenses arising from the cash settlement. However, effective changes in the value of the hedge that exceed this amount remain in the cash flow hedge reserve until later periods.

      Our services for you

      We are happy to support and advise you on questions regarding the implementation of hedging strategies for existing or new share-based payment programmes and show you the accounting effects as well as the requirements for the application of cash flow hedge accounting for the specific programme.

      Source: KPMG Corporate Treasury News, Issue 155, June 2025

      Authors:

      Ralph Schilling, CFA, Partner, Head of Finance and Treasury Management, Treasury Accounting & Commodity Trading, KPMG AG

      Jan-Philipp Wallis, Senior Manager, Finance and Treasury Management, Treasury Accounting & Commodity Trading, KPMG AG

      Carolin Höynck, Assistant Manager, Finance and Treasury Management, Treasury Accounting & Commodity Trading, KPMG AG

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      Partner, Audit, Head of Finance & Treasury Management

      KPMG AG Wirtschaftsprüfungsgesellschaft