Pre-IPO share schemes require regulatory compliance and shareholder ratification before fresh grants or term changes. Pre-IPO schemes must conform to the Regulations and be ratified by shareholders after the IPO before any fresh grants; changes to terms of options, shares or SARs under such schemes require prior shareholder approval except for corporate-action adjustments. Companies must obtain in-principle stock exchange approval for listing shares issued under ESOS, ESPS or SARs. Holdings issuing benefits to subsidiary employees must disclose costs in the subsidiary's notes to accounts, and reimbursements must be disclosed by both entities. A registered merchant banker must be appointed to implement schemes until in-principle approval is obtained.