3.2 Share-Based Payments
IFRS 2 and ASC 718 share the same principles-based approach and are largely
converged. However, there are some differences in the application of those
principles, as shown in the table below.
Topic
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IFRS Accounting Standards (IFRS 2)
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U.S. GAAP (ASC 718)
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Measurement of equity-settled share-based
payments
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Awards issued to nonemployees in exchange
for services that are similar to employee services are
measured on the same basis as employee awards (i.e., a
grant-date fair-value-based measure). Share-based payment
awards issued to nonemployees in exchange for goods or for
services that are not similar to employee services are
measured as of the date the entity obtains the goods or the
counterparty renders the service. The awards should be
measured on the basis of the fair value of the goods or
services received unless that fair value cannot be estimated
reliably. If the entity cannot estimate reliably the fair
value of the goods or services received, the entity should
measure their value by reference to the fair value of the
equity instruments granted. However, there is a rebuttable
presumption that the fair value of the goods or services
received can be estimated reliably.
|
The measurement date is generally the date
on which the equity-classified awards are granted.
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Modification accounting — awards for which
vesting is improbable but becomes probable
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Compensation cost is recognized on the basis
of the grant-date fair value of the original award plus the
incremental value of the modified award on the modification
date.
|
Compensation cost is recognized on the basis
of the modified award’s fair-value-based measure as of the
modification date.
|
Graded vesting awards with only service
conditions
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Graded vesting awards with only service
conditions are recognized and measured only as, in
substance, multiple awards.
|
An accounting policy election is made to
treat graded vesting awards as either a single award
(straight-line cost recognition) or, in substance, multiple
awards for both recognition and measurement.
|
Performance targets satisfied after the
requisite service period
|
Performance targets satisfied after the
requisite service period are treated as a nonvesting
condition. Therefore, the condition is reflected in the
awards’ fair-value-based measure.
|
Such performance targets are treated as a
vesting condition for performance conditions that can be met
after the employee’s requisite service period or
nonemployee’s vesting period. Therefore, the performance
target should not be directly reflected in the awards’
fair-value-based measure.
|
Classification — bearing the risks and
rewards of ownership for a reasonable period (put
options)
|
A share-based payment award that can be
redeemed for cash at fair value at the employee’s option
must be classified, at least in part, as a liability. There
is no exception for an employee that bears the risks and
rewards of share ownership for a reasonable period of
time.
|
A share-based payment award that could be
cash settled at the grantee’s option does not have to be
classified as a liability if it requires the grantee to bear
the risks and rewards of share ownership for a “reasonable
period of time” after vesting (defined as a period of at
least six months).
|
Forfeitures of awards
|
An entity is required to estimate expected
forfeitures.
|
For awards with service conditions, an
entity makes an entity-wide accounting policy election
(separately for employee awards and nonemployee awards) to
either (1) estimate the total number of awards for which the
employee’s requisite service period or nonemployee’s vesting
period will not be rendered (i.e., estimate expected
forfeitures) or (2) account for forfeitures when they
occur.
|
Modification accounting — equity to
liability
|
Any excess is recognized in additional
paid-in capital (APIC). The same holds true if the fair
value of a modified award is less than or equal to the fair
value of the original award (the offsetting amount is
recorded to APIC).
|
Any excess of the fair value of the modified
award over the grant-date fair value of the original award
is recorded as additional compensation cost. When the fair
value of a modified award is less than or equal to the
grant-date fair value of the original award, the offsetting
amount is in APIC.
|
Modification accounting — liability to
equity
|
As of the date of the modification, the
existing liability is derecognized. The fair value of the
equity instruments granted at the modification date is
recognized in equity to the extent to which goods or
services have been received. Any difference between the
liability derecognized and the amount recognized in equity
is reflected immediately in the income statement.
|
Upon modification, the liability is
reclassified to equity. To the extent that the fair value of
the modified award is less than the fair value of the
liability at the time of the modification, the difference is
deemed to be a capital contribution and recognized in
equity. If the fair value of the modified award is higher
than the liability, the excess is generally recognized as
compensation expense prospectively over the employee’s
remaining requisite service period or nonemployee’s vesting
period.
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Liability classification — share-based
payment arrangements
|
IFRS 2 focuses on whether the award can be
cash settled.
|
ASC 718 provides more detailed requirements
that may result in the classification of more share-based
arrangements as liabilities.
|
Recognition of payroll taxes
|
If taxes on an employer’s payroll are
related to a stock-based compensation plan, an entity
expenses them in the income statement when it recognizes the
related expense. To account for such payroll taxes, the
entity should apply the related guidance on cash-settled
share-based payments.
|
Under ASC 718, payroll tax liabilities
related to share-based payment awards should be recognized
on the date that the measurement and payment of the tax is
triggered (e.g., upon exercise or vesting).
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Repurchasing shares to satisfy employer’s statutory tax
withholding requirements
|
If an entity (1) has the ability to repurchase shares issued
upon exercise or vesting to satisfy its statutory
withholding requirements for an employee and (2) is
statutorily required to settle taxes of share-based payment
awards in this way, the entity classifies the award as
equity-settled in its entirety. If the settlement for taxes
exceeds the withholding limit, only the excess number of
equity shares withheld is separated and accounted for as a
cash-settled share-based payment.
|
For awards that can be redeemed, in part, for cash at fair
value to cover the employer’s statutory withholding
requirements for an employee, there is an exception to
liability classification. However, if the settlement amount
of the awards exceeds the withholding limit, the entire
award is classified as a liability.
|
Awards indexed to a condition other than a
performance, service, or market condition (such as
conditions indexed to the consumer price index [CPI])
|
Because IFRS 2 focuses on whether an award will be cash
settled, the award may not be classified as a liability
unless it is actually cash settled. The entity should
consider whether this indexed condition meets the definition
of a “non-vesting condition” and, therefore, would be
reflected in the award’s fair value.
|
These arrangements are classified as liabilities, and the
additional condition should be reflected in the award’s fair
value.
|
Share-based payment awards with a
performance condition based upon the occurrence of a
liquidity event (e.g., an initial public offering [IPO] or a
change in control)
|
For awards in which a liquidity event is assessed as a
performance condition, compensation cost is recognized if
and when the liquidity event is expected to occur.
Often, it will not be possible to conclude
that a liquidity event such as an IPO is expected to occur
until the plans for the liquidity event are well advanced.
|
A liquidity event such as a change in control or an IPO is
generally not considered probable (i.e., a future event is
likely to occur) until it occurs. Accordingly, an entity
generally does not recognize compensation cost related to
awards that vest upon a change in control or an IPO until
the event occurs.
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