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高管薪酬制度是公司法上的重要制度,也是公司治理的重要内容。近年来,我国上市公司高管“天价薪酬”的频繁曝光引起了社会各界关于公司高管是否按绩取酬的争议,并且对高管薪酬制度产生了强烈质疑。本文从高管“天价年薪”的案例切入,首先分析了高管薪酬的构成内容和影响因素,然后论述了我国上市公司高管薪酬问题及其产生的原因,并针对这些问题分别从法律制度建设和公司治理完善的角度提出了规范我国上市公司高管薪酬制度的若干建议。
The executive compensation system is an important system of company law and an important part of corporate governance. In recent years, the frequent exposure of executives of listed companies in China “sky-high pay ” has aroused the controversy in the community about whether company executives pay according to their performance, and has strongly questioned the executive compensation system. This paper analyzes the top management salary and its influencing factors from the case of executive “top price salary ”, and then discusses the top management compensation of listed companies in China and its causes, and for these issues separately from the law System construction and improvement of corporate governance put forward a number of proposals to standardize the executive compensation system of listed companies in China.