Essay代写：The Importance of Say-on-Pay－r51due

下面为大家整理一篇优秀的essay代写范文- The Importance of Say-on-Pay，供大家参考学习，这篇论文讨论了薪酬话语权。薪酬话语权是指股东对高管薪酬的投票权。尽管薪酬话语权只是一个建议，但它对薪酬委员会的影响是巨大的。薪酬委员会更有可能认真听取和采纳股东的建议，并在薪酬安排中体现自己的意见。这也有助于抑制一些高管的不合理薪酬，从而形成一种新的监督公司的方式，帮助建立薪酬和绩效之间的关系。

Say-on-Pay means the right for shareholders to vote on the remuneration of executives. Although the Say-on-Pay is a suggestion, it has great influence on Compensation Committee. There are some active effect. Compensation Committee is more likely to listen and adopt the suggestion from shareholders carefully and make their opinions appear in the arrangement of compensation. It can also help to restrain the unreasonable compensation of some executives, which develops a new way to supervise the company. Besides, it is believed that it can help to set up the relationship between compensation and performance (Walid 2009).

However, there some negative influence on it. First, Say-on-Pay violates the right of board. The compensation of executives is decided by board usually and the board has the right to employ or fire an executive and decide its compensation in terms of law. Because the condition of each company is different, what the compensation arrangement is decided by board which is familiar with the company is a good choice. Although Say-on-Pay is suggestive and has no biding on board, it also affects the decision making.

As Bainbridge (2012) mentioned that the difference between decision-making right and right of supervision is just in some extent. There is no essential difference. The efficiency of decision-making can be developed only when the right from board is not violated. If the shareholders have the right to vote on the executives’ compensation, it will not only decrease the efficiency of decision-making, but also reduce the responsibility for board of making arrangement of executives.

When public complaint the compensation arrangement for executives in someday, board can shrink the responsibility to shareholders, which can protect board from the loss of reputation. Additionally, Say-on-Pay can be a tool to draw water to someone’s own mill. The structure of shareholder for listed company is usually dispersive. There is no blockholders who has the absolute control right and the minority shareholders usually do not take part in the corporate governance. The one who take part in corporate governance actively are the institutional investor. They have large amount of share, enough professional knowledge and economic power to supervise the management. Sometimes, the reason they do so is that they can get benefits from it (Stephen 2005).

For an example, hedge fund pursues the short-term benefits which may damage the long-term interest for the company. But hedge fund usually does not pay attention to the long-term interest and focus on the immediate share price. This situation can be blew up in the acquisition. Hedge fund usually suggests board to accept the tender offer with higher price. However, in the long-term view, board will consider the lower-price tender offer. So, the Say-on-Pay can increase the possibility of seeking personal gain for shareholders in some extent. They can use this right to support or disagree the compensation arrangement to achieve their personal interest.

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