| Since financial crisis broke up, the stimulation and supervision of remuneration in the state-owned exclusive company seems to be the most difficult problem. The state-owned exclusive company is a kind of special limited liability company(LLC), which is invested by state exclusively, and is delegated by the state-owned assets supervision and administration commission(SASAC). The absence of the state owner results in poor internal supervision of the directors and managers of the company. This thesis aims at strengthening the internal supervision system by the way of consummating the remuneration committee of the state-owned company, which employes the methods of analogy and empirical research.First, the thesis intoduces the origin, development and status of the remuneration committee in the stated-owned company. Then, the thesis dicusses the problems incurring in the execution of the committee. At last, it is discovered that arbitrary and abstract regulations on the committee lead to all the problems.Second, considering the problems mentioned above, the second chapter discusses the effectiveness of the committee in the common company and the state-owned exclusive company. Through the comparision with the quoted company, the conclusion is drawn that universal establishment of the committee in the state-owned company is necessary and feasible.Third, this part is legislative suggestions for system establishing. The thesis raises that we can improve and perfect the committee by the way of clearing its duty, human resources, procedure and the responsibility.The innovation of the thesis is: combined with the analysis for the current situation and problems on governance structure of the state-owned company, legislative suggestions is put forward -- that is, SASAC should enact new legislations, on the basis of which the remuneration committee should be established universally. Besides, concrete rules on the operation procedure of the remuneration committee should be announced.
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