Legal Rugulation Of Public Company Director’s Remuneraiton

Many people concerns about the problem of the public company director’sremuneration. As a public company, the pubilc company is more important than theclosed company and it has its own speciality.It is a a principal-agent relationshipbetween the public company and directors. Public company directors have the duty ofloyalty to the company.Public company director’s remuneration is a way to solve theproblem of the cost of the company agency.Because of the existence of thephenomenon of the insider control,the determination of the public company director’sremuneration becomes the directors’ owm thing.This method of the determination ofthe public company director’s remuneration lacks of the proper procedure andincreases the public’s distrust.There are many problems in our country’s determination procedure of the publiccompany director’s remuneration，information disclosure of the remuneration and theactions toward the public company director’s remuneration from shareholders.Bylearning from the foreign system,we can know how to improve our country’s system.Our country’ s determination procedure of the public company director’sremuneration has the following problems: independent director’s independence isquestioned；the board of supervisors do not play its role; the decision right of theshareholders for the public company director’s remuneration is not fullyguaranteed.By learning from the experience of the foreign countrys,we can solve theproblems by the establishment of independent directors association, the board ofsupervisors of the public company participating in the determination process of thepublic company directors’ remuneration,improving the system of the collection of theproxy vote and cultivating institute investors.Our contry’s system of the information disclosure of the company director’ sremuneration has the following problems: the content of the disclosure is too simple;disclosure form has not make any effect; not strictly in accordance with the provisionson disclosure;disclosure is not be paid enough attention.By learning from the foreigncountrys’ experience,our country should improve the form of disclosure, strictlyimplement disclosure responsibility and improve the quality of disclosure.Our country stipulates the shareholder derivative litigation system, but in practice there is not any action toward the company directors’ remuneration.The main reasonis that our country’s shareholder derivative action has a high standard andshareholders have no willing to start the action.Our country should imprve therelevant supporting measures to insure the smooth realization of the shareholderderivative action.Many countries regulate the public company director’s remuneration throughthe tax measures and direct administrative intervention, but the effect is not good. Ourcountry should be especially careful when learns from these two methods.