Executive Compensation Regulation Of Listed Companies Under The Rule Of Law Path Research In China

With the continuous development of market economy and maturity, the corporate governance structure of executive compensation as a very important one system, and gradually get more and more attention by people. Especially after the financial institutions continue to burst executives receive remuneration staggering financial crisis in2007, the executive compensation system is becoming a hot topic, the listed company executive compensation into the orbit of the rule of law is the trend, but regardless of the market from the perspective of autonomy or from the perspective of legal regulation, China’s listed companies executive compensation for legal regulation measures overall rough fuzzy, do not form a complete legal system with the effective supervision,so, explore the path to legalization of listed companies on executive pay regulation is particularly important.In this paper, in addition to the introduction and conclusion, the analysis is divided into five parts to explore China’s listed companies executive compensation regulation legalization path:The first part, take the management rights as a standard, defined the scope of the listed company executives, including directors and managers, but excluding supervisors and independent directors, and describes the constituent elements of the remuneration package generally, including base salary, short-term performance incentives, long-term equity incentives.The second part analyzes the characteristics and status of foreign and Chinese listed companies executive compensation regime has, by way of analysis outlined in the current situation of foreign and domestic features executive compensation practice. Secondly, analyzes the main problems of the existence of a listed company, including executive compensation, executive pay and performance sensitivity is low; incentives insufficient incentives to take effect, there is also excited over the situation; China’s state-controlled listed companies on executive pay by administrative intervention and more. Finally, the regulation of listed companies in China’s current system of executive compensation be reviewed, point out the inadequacies of the current system.The third part, the rule of law on the basis of the analysis of listed companies executive compensation regulation. Power Theory in Management and Professor Lucian Bebchuk, Professor Jesse Fried proposed to re-examine the optimal contracting model, power management perspective by describing the basic theory, explained senior management compensation decisions that are in play effect. Of course, because of the different powers of the management company’s ownership and governance structure, the impact force generated is also uneven. Clarify these issues, you can focus on key issues of executive compensation,carried out for the analysis and improvement of related systems, as well as strong foreign experience in the localization and the rule of law. Therefore, this chapter also uses the powers of management theory to analyze the management of listed companies in China reflects the power, the need for listed companies to reveal executive pay legal regulation. Then, the article discusses the limited role of law in the intervention played in executive pay.The fourth part, summarized the experience of the rule of law outside of the listed company executive compensation regulation. Overall, the decision-making mechanism outside the listed company executive compensation, compensation decisions are intended to ensure the independence and impartiality, focusing on procedural fairness to ensure that compensation decisions in the absence of other factors made interference. Executive compensation disclosure rules of major U.S. Securities and Exchange Commission is autonomous, so the article analyzes and summarizes the "CEO Compensation Disclosure Rules," the U.S. Securities and Exchange Commission issued in1992and "operator salary information in2006the revised disclosure rules salary disclosure "in the provisions and disclosures. Rules of the United States in2006there are still some deficiencies, but the comparison is the most comprehensive of its provisions, it is worth learning from. In addition, the article also analyzes the American judicial intervention standard of review of executive compensation, the "business judgment standard," the court specifically cited the relevant factors to consider when applying this principle, some of the time and the attitude held by the Court to review the relevant case. The fifth part, first of all, through the analysis of the process of determining the remuneration arrangements for the defects, proposed the introduction of a new "dissidents", that the Board of Supervisors to allow the Board of Supervisors to get rid of "vase" label, to strengthen the exercise of its supervisory powers and a clear division the terms of reference and the independent directors of the Board of Supervisors to make each other’s responsibilities mutual coordination and cooperation. Secondly, a detailed analysis of listed companies flawed executive compensation information disclosure system, such as a single disclosure form, inadequate disclosure of extensive, relevant laws and regulations vague general, the lack of special provisions for the remuneration committee. To solve these problems made perfect recommendations. Finally, the principle of judicial intervention in the listed company’s executive compensation necessity and intervention should follow discussed. Including internal corporate governance principles front, the principle of legal principles and rationalization.