On Perfecting The System Of Clawbacks Of Executive Compensation In China's Listed Companies-American Experience And Enlightenment

In the management level of listed companies,pay system is of great significance.However,at present,there are many problems in the executive compensation system of listed companies in China,which seriously affect the long-term interests of the listed companies,so that the interests of the majority of investors are infringed and disturb the stable order of the capital market.Therefore,it is one of the most important topics in recent years to rationally regulate the executive compensation,especially to improve the system of executive pay recovery.In general,compensation refers to the right of the company to force the compensation paid to a senior executive when a particular event,such as a financial restatement or a breach of a hiring contract,is triggered.In order to effectively and rationally play the role of the compensation recovery system,we need to consider the balance between the legal outside intervention and the company's internal autonomy,and the balance between the recovery cost and the recovery value.The relevant legislation of the executive compensation system of the listed companies in the United States is perfect and the practice effect is remarkable,which can provide a useful reference for perfecting the executive compensation system of the listed companies.In the process of constructing perfect executive compensation system for listed companies,we should draw lessons from American legislative experience and pay attention to the operability of the system.First,we should strictly refine the core rules of four aspects of compensation recovery system:triggering events,recovering objects,recovering scopes,implementing or supervising subjects.The trigger event needs to pay attention to the subjective state of senior executives should not be regarded as the principle of the trigger event;The recovery target should be defined as incumbent and outgoing senior staff,including other employees with higher remuneration,and the scope of recovery should be the excess remuneration received by the executive,and in the context of the implementation or supervision of the subject,the right of recovery should be vested in the Board,To allow shareholders to exercise the right of compensation through shareholder derivative action in the case of board omission,and to strengthen the supervision of the SFC in the process of implementing the right of recovery.Second,we should also improve the relevant supervision and safeguard measures,including the financial Information disclosure system,salary setting procedure,industry supervision and judicial review,to ensure that the whole process of determining,enforcing and supervising the executive compensation of listed companies is carried out under the open and supervision.From the end of the formation of China's capital market for the operation of a strong executive compensation system,to protect the interests of listed companies and the majority of investors,to maintain the order of our capital market.