上市公司高管薪酬强制性披露研究

A Study of Mandatory Disclosure of Executives' Remuneration in Listed Companies

上市公司信息的"强制性披露"与"自愿性披露"之争由来已久。我国上市公司高管薪酬的信息披露的现实状况是强制性披露制度不健全,自愿性信息披露不足,无法满足投资者的信息需求。"市场失灵"和"委托代理"等强制性信息披露的经济学理论基础表明,高管薪酬信息应该坚持以强制性披露为主的原则。美国高管薪酬强制性披露制度的变迁,可以说是一部"监管"与"反监管"的历史。近年来,美国证券交易委员会在高管薪酬披露的建设上取得重要进展。借鉴美国成功的经验,立足于我国当前的制度背景,我国可从几个方面完善我国上市公司薪酬强制披露制度:一是充分、完整地披露高管薪酬具体构成项目;二是要求披露薪酬讨论与分析报告,并以图表形式说明高管薪酬与企业业绩之间的关系;三是积极稳妥地推进薪酬与公司风险披露制度的建设。

The debate about ＂mandatory disclosure＂ （MD） and ＂voluntary disclosure＂ of listed companies＇ informa- tion has been going on for many years. The reality of information disclosure in China＇ s listed companies is that MD does not have a mature system to abide by while the amount of information from voluntary disclosure is far from sufficient to meet in- vestors＇ needs. The economic theories favoring MD of information through ＂market failure＂ and ＂agency by agreement＂ ar- gue that MD should be the main approach to dealing with information on executives＇ remuneration. The changes of U. S. MD system for executives＇ remuneration reflect a struggle between ＂supervision＂ and ＂anti-supervision＂. In recent years, U.S. Securities and Exchange Commission has made significant progress in the disclosure of executives＇ remuneration. This paper argues that in the context of China＇ s current system we can draw on the successful experience of the U. S. A. to improve our MD system for information on executives＇ remuneration in listed companies in the following aspects： firstly, we should fully and completely disclose information about the specific items that constitute executives＇ remuneration; second- ly, discussions and analytical reports on executives＇ remuneration should be disclosed and diagrams and graphs be made public as well to show the relationship between executives＇ remuneration and their contributions to listed companies ; third- ly, we should make a proactive and steady effort to construct a system of disclosure of information on remuneration and risks of listed companies.