国外董事报酬决定法律制度比较与借鉴

Comparative research on legal system of director's remuneration decision

各国的董事报酬决定机关以及报酬委员会的组成和职权都有所不同;美国安然公司等事件的发生,促使大部分国家强化了报酬决策隔离机制,即增强了报酬委员会以及股东大会和机构投资者参与决定董事报酬的权力。我国有必要完善董事报酬决定法律制度,尤其是要建立健全相应的报酬决策隔离机制,增加股东批准和监管的权力。

Director＇s remuneration has been the focus which is extensively concerned and discussed in the various circles of society in developed countries, and also one of the key problems that are difficult to solve in the field of the corperate governance. Although the decisive body of director＇ s remuneration is different in countries, after the Enron incident happened, the governments in some countries strenthen the power that the remuneration committee and the shareholder meeting decide director＇ s remuneration. We can learn from above to perfect China＇ s legal system of director＇ s remuneration decision.