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上市公司高管薪酬近年来备受质疑,天价薪酬不时激起公众怒火。为使高管薪酬趋于合理、平息公众对过高薪酬的不满,越来越多国家公司法开始赋予股东在薪酬治理中的话语权——股东对高管薪酬的“劝告性”投票表决权。对此,赞赏者有之,反对者亦不少,尤其是双方对“劝告性”投票权的实效及负面影响争执不下。不过,实践表明,“劝告性”投票权虽非治愈高管薪酬问题的灵丹妙药,但它对塑造新型的薪酬协商机制尤其是对剔除不合理薪酬具有明显的功用。因此,“劝告性”投票权立法对我国上市公司高管薪酬治理改革具有一定的借鉴意义。
Executive pay has been questioned in recent years, astronomical remuneration from time to time aroused public anger. In order to rationalize executive compensation and quell the public’s dissatisfaction with overpayments, more and more state company laws have begun to give shareholders the right to speak in remuneration governance. Shareholders vote on executive remuneration right to vote. In this regard, there are many admirers and many opponents. In particular, both sides can not disagree with the effectiveness and negative impact of the “advisory” voting right. However, practice shows that although the “advisory” voting power is not a panacea for the cure of executive compensation, it has obvious utility in shaping a new type of compensation negotiation mechanism, especially for removing unreasonable salary. Therefore, the “advisory” voting legislation has some reference to the reform of executive compensation of listed companies in our country.