国企高管薪酬法律规制研究

A Research on the Legal Regulation of Senior Executive Pay in State-Owned Enterprises

国企高管薪酬法律规制的对象并不是薪酬水平本身,而是不合理的薪酬,其本质上是不能真实反映高管的贡献、与企业绩效脱钩的薪酬。在我国,不合理国企高管薪酬难以通过市场自身的力量恢复其合理性,引入法律规制是必要的,当前国企高管薪酬管理的现状也迫切需要法律规制。为保障国企高管薪酬的设定合理以及已设定薪酬不致失去合理性,应通过立法建立独立的薪酬委员会制度、出资人代表薪酬审查决定制度和薪酬追回制度。当然,公开企业财务信息、设立科学的薪酬设定程序等也是国企高管薪酬立法规制的必要内容。同时,通过出资人代表派生诉讼启动薪酬司法审查是国企高管薪酬法律规制的另一主要方式,我国的薪酬司法审查应以信义义务为标准,并充分发挥司法能动性。

The object of the legal regulation of senior executive pay in state-owned enterprises is not the pay level itself but the unreasonable pay,the essence of which is the fact that it cannot reflect senior executives’ actual contribution and that the pay is not connected with the performance of enterprises.In China,it is more difficult for unreasonable senior executive pay in state-owned enterprises to restore its reasonability through the effect of market per se,and thus it is necessary to introduce legal regulation.Moreover,the current situation of senior executive pay in state-owned enterprises in China needs immediate legal regulation.In order to safeguard the reasonable design of senior executive pay in state-owned enterprises and the set pay from losing reasonability,independent pay committee system,pay reviewed and decided by contributor representatives system and pay recovery system should be set up through legislation.Certainly,making financial information of enterprises public and setting up scientific pay level formulation procedure are also the necessary contents of the legislation regulation of senior executive pay in state-owned enterprises.In addition,another major way of the legal regulation of senior executive pay in state-owned enterprises is the judicial review of pay starting with litigation derived from contributor representatives.