Research On The Improvement Of Equity Incentive System Of Listed Companies In China

In the new era of knowledge economy,in order to enable the value contribution of human capital to the asset specificity of corporate development,equity incentive is increasingly valued and implemented by listed companies as a modern corporate governance tool,and the supporting system is also tending to be improved in China.The newly revised Company Law,Securities Law and Measures for the Administration of Equity Incentive of Listed Companies have cleared up many legal obstacles for listed companies to implement equity incentive.However,some listed companies have such situations as the decoupling of executive equity incentive from performance,low transparency of equity incentive information,and incentive objects seizing excess earnings.How to improve the existing laws and regulations to achieve the effect of optimizing the equity incentive system,it still has room for discussion.In view of this,based on the institutional evolution and legislative status of equity incentive,combined with the empirical analysis of the GEM equity incentive,this paper analyzes some shortcomings of the equity incentive system in China.Firstly,the role of equity incentive decision-making and supervision subject is not fully played,the compensation committee lacks independence,shareholders have insufficient discourse power in the formulation of equity incentive plan,and the board of supervisors and independent directors can not play a substantive role in supervision.Secondly,the provisions on disclosure contents of the equity incentive information disclosure system are not detailed enough,and the disclosure links during and after the event are not paid attention to,and the effective legal accountability mechanism has not been fully established.Thirdly,the existing rules of the improper equity incentive clawback clause with the function of post correction need to be improved,and it is difficult to deter improper behavior in the implementation of equity incentive.Based on the above analysis,in order to further optimize the supply of legislation and create a good legal environment,we should strengthen the function of equity incentive decision-making and supervision subject.On the one hand,the independence of the remuneration committee and the voice of shareholders in the formulation of the equity incentive plan should be strengthened.On the other hand,the supervision role of independent directors and the board of supervisors should be fully played to improve the fairness and rationality of the equity incentive plan.At the same time,it is necessary to perfect the information disclosure rules of equity incentive,refine the temporary reporting system,improve the quality and timeliness of information disclosure and the legal accountability mechanism.In addition,we should also improve the improper equity incentive clawback provision,further clarify the trigger event,the scope of equity incentive clawback,and the exercise subject of clawback rights,so as to enhance the operability of clawback provision.