董事薪酬披露刍议

Discussion on Disclosure of Directors' Remuneration

董事薪酬披露规则的制度设计是科学、高效的公司治理至关重要的一环,完整、准确、充分而又及时的信息披露是我国上市公司董事薪酬披露规则发展的必然。薪酬信息的全面披露作为抑制董事与高管薪酬自我交易和利益冲突危险的规制手段,可以降低股东与董事之间的信息不对称性,有利于股东实施监督,从而防止董事自利行为的发生。目前我国董事薪酬的披露规则明显落后于国际标准。从优化我国公司治理规则,完善公司立法角度考量,我国关于董事薪酬的披露规则的设计应及时更新,迅速跟进,灵活反应这一领域法律规则的发展变化,以期更好地服务于实践。

The system design of disclosure rules of directors＇ remuneration is a scientific and efficient part in business governance. The complete,accurate,full and timely information disclosure is the inevitable development of disclosure rules of directors＇ remuneration of listed companies. The full disclosure of remuneration information is a regulatory tool which could control the risk of remuneration self-dealing and interest conflict of directors and executives. It could reduce the information asymmetry between shareholders and directors,which is beneficial to the implementation of supervision of shareholders so as to prevent the occurrence of self-interested behaviors of directors. The present disclosure rules of directors＇ remuneration have an obvious lag in relation to international standard. For the sake of the optimization of company governance rules and the improvement company legislation,the design of disclosure rules should be updated in time,move up rapidly and reflect the change and the development of law and rules in this field in China in order to provide better service in practice.