高管薪酬规范与法律的有限干预

Standardization of compensation for senior executives and limited intervention of law

The determination of corporate executive compensation is a kind of affiliated transactions including special conflicts of interest in the company. The regulation of executive compensation by law is extremely necessary but plays a limited role, and the scope and mode of such role are specific. The due process and information disclosure system in determining executive compensation prescribed in company law and securities law, the policy guidance of the tax legal regime, and the active and prudential judicial review are the three aspects of the regulation of executive compensation by law, the common goal of which is to ensure and enhance the correlation between executive compensation and corporate performance, i.e., the realization of the principle of “performance-based compensation.” Li Jianwei, Ph. D, is an associate professor of law at China University of Political Science and Law, and a visiting scholar at Faculty of Law, University of New South Wales, Australia. His major research is in corporate law, corporate governance and corporate management system, and his major works include: Corporate Law (RUC Press, 2008), Legal Regulation on Affiliated Transaction (Law Press, 2007), The Role of Law in Corporate Management (People’s Court Press, 2005), A Research on Independent Director System (RUC Press, 2004), A Research on the State-owned Exclusive Company (Law Press, 2002). Moreover, he has more than 30 articles released in core academic journals.