Study On Disclosure Of Director's Remuneration Legal System

Corporation governance have been hot issues discussing by company law scholars from different countries, People puzzle out kinds of ways to solve the problem about the crisis of corporation governance. The Enron failure is the beginning of new corporation governance reform, in which the excess director compensation is one focus. In order to improve the corporate governance structure, company Scholars focus on the disclosure of director remuneration .The U.S.A. and the European countries set up new rules to strictly regulate director remuneration. There is not perfect legal system about company director's remuneration in our country Therefore, it is very important to learn from advanced foreign experience, study the basis of remuneration disclosure, construct the legal system adapting to China's national conditions, improve the corporate governance structure.This article is based on the remuneration disclosure of the legal system and deeply research on the sanity of the corporation governance mechanism. Besides of introduction and conclusion, main content of this paper is composed of three parts, about 35,000 words.The first part discusses the remuneration strategy and the disclosure legal system, including the company's director remuneration strategy, remuneration constituent, corporate control crisis caused by directors pay out of control, and the necessity of constructing remuneration disclosure legal system.The second part, deal with the legal basis of remuneration disclosure, mainly from three different aspects, that are agency cost, shareholders rights, and procedural control. Agency cost is the basis of remuneration disclosure system. To control remuneration is manifestation of shareholders rights and the essence of the director's remuneration disclosure legal system. Procedural control is a significant protection of remuneration credibility.The third part dissertate the principle, model and content of director's remuneration disclosure legal system. This part indicates the specific construction of the legal system, mainly including the disclosure principles, models, content, which should be complied with.