Research On Shareholder’s Say-on-Pay

In recent years,the international trend of strengthening shareholder democracy has become increasingly obvious,and high executive salaries have become the core issue of corporate governance reform.In order to make executive compensation more reasonable and protect the rights of shareholders,the company laws of some countries,led by the United Kingdom,have begun to actively seek legal measures to give shareholders the right of Say on Pay.Although both supporters and opponents are arguing about the impact of its role,shareholder participation in remuneration decision-making has evolved into remedial measures that regulators choose to adopt in different jurisdictions.The theoretical research on the issue of shareholders’ Say on Pay in listed companies in our country is still in its infancy,and there are some problems in practice.Through analysis,this article will explore the necessity of shareholders’ participation in remuneration policy decisions and the right to remuneration recommendations.And to find and sort out the relevant laws and regulations of China’s listed companies on executive compensation and shareholders ’ Say on Pay,analyze the problems and reasons of China’s executive compensation,and reflect on the governance structure of domestic listed companies.In addition,find out the regulations and practices of the United Kingdom and the United States and other countries on shareholder compensation proposal rights,combine with the development of modern Chinese companies,absorb foreign experience,and consider the possibility of introducing shareholders’ Say on Pay,aiming to improve the governance of listed companies in China Structure,trying to alleviate the problem of high executive salaries.The first chapter is the basic theory of shareholder compensation suggestion rights.First,clarify the relevant concepts of the shareholder’s compensation proposal power of listed companies(such as: executive compensation,shareholder compensation proposal power,etc.).Focusing on the problem of excessively high salaries of listed companies’ executives(managers),we will study its causes and the necessity of adjusting the salaries of executives.Then it discusses the aspects of executive compensation and its contribution,performance asymmetry,and the unsound compensation system.Then we will discuss the necessity of the company limited by shares(especially listed companies)to give shareholders the right to suggest remuneration,which will be explained separately from the theoretical basis and the practical needs.Chapter 2: Provisions on shareholder’s right to suggest compensation in extraterritorial law.In recent years,countries have begun to seek measures to solve the problem of high executive salaries.Among them,granting shareholders "remuneration suggestion rights" has become the choice of most countries.This chapter selects the United Kingdom,the United States,Germany and the Netherlands as the analysis objects.After understanding the rules of shareholder compensation proposal rights of listed companies in European and American countries,we will analyze the enlightenment they bring to us.First,I will introduce the development of shareholder proposal rights for executive compensation in the United Kingdom,the United States and other European countries.The first section briefly describes the main legislative development process of the UK shareholder’s right of proposal,and the latest facts about the transition from recommended voting to mandatory voting,and shareholder voting on remuneration policies;the second part introduces the United States Legislation and practical experience and development of shareholder compensation proposal rights;The third part clarifies the relevant regulations and practices of Dutch and German shareholder compensation proposal rights.The vote of Dutch shareholders on the remuneration policy is binding,but this vote is only for the remuneration policy for the next year and is not mandatory.Germany implements a non-compulsory and non-binding system of shareholder voting rights;the fourth part looks at the relevant regulations on shareholder remuneration proposal rights in various countries.The author analyzes and compares the practical experience of several countries with typical significance,hoping to obtain desirable practices for our country for our country.Chapter 3: The legislative status and existing problems of the shareholder’s Say on Pay right in our country.This chapter first sorts out the relevant provisions of the domestic company law on executive compensation and shareholder compensation recommendations.It is found that the company law grants executive compensation decision power to the board of directors,so a series of problems caused by agency will inevitably arise.Enhancing the participation of shareholders is helpful to prevent the emergence of excessively high salaries of executives and damage the interests of shareholders.Then,from the perspective of the problems between the self-determined compensation of listed company executives and supervision: the scope of disclosure of compensation information is too narrow;the compensation committee fails to play its due role;judicial intervention has its limitations,etc.Analyze the above issues in order to provide references for further research.The fourth chapter is the improvement of the legislative provisions of the shareholder’s Say on Pay right in our country.At present,in order to regulate the issue of executive compensation,giving shareholders the right to suggest(voting)on executive compensation is the main method adopted by various countries.Fully and timely disclosure of relevant information about executive compensation of listed companies,standardizing the body and process of formulating executive compensation,have a positive effect on the formation of reasonable executive compensation.The degree of disclosure of executive compensation information can reflect the level of corporate governance.First,find out the main factors that affect the executive compensation of listed companies in our country,and then make clear,complete and timely disclosure of the importance of executive compensation information to solve the problem.Moreover,it is necessary to attach importance to the protection of shareholders’ right to know.If shareholders have the right to suggest the remuneration of senior executives,it will provide a channel for shareholders to speak.Finally,clarify the theoretical basis and method for shareholders to exercise the right to suggest executive compensation,and examine the system from the perspective of comparative law.It is hoped that through the analysis of the shareholders ’ Say on Pay system of listed companies in developed countries,we can consider and summarize the problems from it,and selectively learn from and learn from it,and put forward some practical suggestions for the shareholders of listed companies in China regarding the exercise of the suggestion rights for executive remuneration,with the aim to improve the level of corporate governance in China and improve the governance structure of listed companies.