我国股权激励机制的法律解读

China's stake in the legal interpretation of an incentive mechanism

上市公司实行股权激励计划,是现代公司结构治理的重要措施和内容之一。股权激励适用对象是上市公司的内部职工,它具有许多法律特性,如激励标的及对象特定性、激励股权锁定性、激励程序公开性等;我国近几年在实施股权激励机制中,存在不少问题,表现为:激励标的征税标准不明、对制定股权激励计划主体公正性存疑、激励幅度和业绩评价均无法律依据、激励机制监管缺失等等;解决问题的对策有:明确股权激励措施的税率制,实行独立董事股权激励计划负责制,实行股权激励标准制,完善股权激励监督制等等。

Listed companies to implement equity incentive plans,corporate structure of modern governance is an important measure and one of the elements.The application of equity-based incentives are internal employees of listed companies,it has many legal features,such as the motivation of the subject and the object-specific,targeted equity incentives,and incentives such as procedures for openness;in recent years and the implementation of equity incentive mechanism, there are many problems,performance standards for the tax incentive target is unknown,equity incentive plans for the development of the main doubts about the fairness of incentive magnitude and there was no legal basis for performance evaluation,lack of incentive mechanism for monitoring,etc.;the specific problem-solving：a clear stake in the tax incentive system,independent directors to implement the responsibility system of equity incentive plans,equity-based incentives to implement standards and improve the supervision system of equity-based incentives and so on.