高管薪酬和激勵(lì)外文翻譯（可編輯）

1、高管薪酬和激勵(lì)外文翻譯 外文題目 executive compensation and incentives 外文出處 acodemy of management perspectives,20062:p25-40 外文作者 martin j. conyon 原文:executive compensation and incentivesmartin j. conyon executive compensation is a complex and controversial subject. for many years, academics, policymakers, and the m

2、edia have drawn attention to the high levels of pay awarded to u.s. chief executive officers ceos, questioning whether they are consistent with shareholder interests. some academics have further argued that flaws in ceo pay arrangements and deviations from shareholders interests are widespread and c

3、onsiderable. for example, lucian bebchuk and jesse fried provide a lucid account of the managerial power view and accompanying evidence. marianne bertrand and sendhil mullainathan too provide an analysis of the skimming view of ceo pay. in contrast, john core et al. present an economic contracting a

4、pproach to executive pay and incentives, assessing whether ceos receive inefficient pay without performance. in this paper, we show what has happened to ceo pay in the united states. we do not claim to distinguish between the contracting and managerial power views of executive pay. instead, we docum

5、ent the pattern of executive pay and incentives in the united states, investigating whether this pattern is consistent with economic theory. the context: who sets executive pay before examining the empirical evidence presented in this paper, it is important to consider the pay-setting process and wh

6、o sets executive pay. the standard economic theory of executive compensation is the principal-agent model. the theory maintains that firms seek to design the most efficient compensation packages possible in order to attract, retain, and motivate ceos, executives, and managers. in the agency model, s

7、hareholders set pay. in practice, however, the compensation committee of the board determines pay on behalf of shareholders. a principal shareholder designs a contract and makes an offer to an agent ceo/ manager. executive compensation ameliorates a moral hazard problem i.e., manager opportunism ari

8、sing from low firm ownership. by using stock options, restricted stock, and long-term contracts, shareholders motivate the ceo to imize firm value. in other words, shareholders try to design optimal compensation packages to provide ceos with incentives to align their mutual interests. this is the co

9、ntract approach to executive pay. following core, guay, and larcker, an efficient or optimal contract is one “that imizes the net expected economic value to shareholders after transaction costs such as contracting costs and payments to employees. an equivalent way of saying this is that contracts mi

10、nimize agency costs.” several important ideas flow from this definition. first, the contract reduces manager opportunism and motivates ceo effort by providing incentives through risky compensation such as stock options. second, the optimal contract does not imply a “perfect” contract, only that the

11、firm designs the best contract it can in order to avoid opportunism and malfeasance by the manager, given the contracting constraints it faces. third, in this arrangement, the firm does not necessarily eliminate agency costs, but instead evaluates the marginal benefits of implementing the contract r

12、elative to the marginal costs of doing so. improvements in regulation or corporate governance can possibly alter these costs and benefits, making different contracts desirable. moreover, what is efficient at one point in time may not be at another. improvements in board governance, for example by ad

13、ding independent directors, may lead to different patterns of compensation, stock, and option contracts that are desirable for one firm but not another. an alternative theory is that ceos set pay. this is the managerial power view, exemplified recently by bebchuk and fried. in this theory, the board

14、 and compensation committee cooperate with the ceo and agree on excessive compensation, settling on contracts that are not in shareholders interests. this excess pay constitutes an economic rent, an amount greater than necessary to get the ceo to work in the firm. the constraints the ceos face are r

15、eputation loss and embarrassment if caught extracting rents, what bebchuk and fried call “outrage costs.” outrage matters because it can impose on ceos both market penalties such as devaluation of a managers reputation and social costs?the social costs come on top of the standard market costs. they

16、argue that market constraints and the social costs coming from excessively favorable pay arrangements are not sufficient in preventing considerable deviations from optimal contracting. executive compensation there is substantial disclosure about u.s. executive compensation. the securities and exchan

17、ge commission sec expanded and enhanced disclosure rules for u.s. executives in 1992. as a result, the proxy statements of firms contain considerable detail on stock ownership, stock options, and all components of compensation for the top five corporate executives. there are four basic components to

18、 executive pay, each having been the subject of much research. first, executives receive a base salary, which is generally benchmarked against peer firms. second, they enjoy an annual bonus plan, usually based on accounting performance measures. third, executives receive stock options, which represe

19、nt a right, but not the obligation, to purchase shares in the future at some pre-specified exercise price. lastly, pay includes additional compensation such as restricted stock, long-term incentive plans, and retirement plans. executive incentives we now turn to executive incentives and the link bet

20、ween pay and firm performance. the evidence demonstrates that executive compensation and the fraction of pay accounted for by option grants increased during the 1990s. principal-agent theory predicts that a firm designs contracts in order to yield optimal incentives, therefore motivating the ceo to

21、imize shareholder value. in designing the contract, the firm recognizes the ceo is risk averse. thus, imposing greater incentives requires more pay to compensate the agent for increased risk. in the previous section, the paper demonstrated that ceo pay has increased. next, we examine what has happen

22、ed to ceo incentives. the analysis shows that executives have considerable equity incentives that create a strong and increasing link between ceo wealth and firm performance. this finding seems at odds with the notion that executive pay and performance are decoupled. it is, however, consistent with

23、other economic evidence, showing that the link between pay and performance has been increasing in the united states. executives receive incentives from several sources. they receive financial incentives from salary and bonus, as well as new grants of options and restricted stock, which together meas

24、ure flow compensation. they also receive incentives from changes in their aggregate holdings of stock and options in the firm, as described in detail below. finally, the probability of termination because of poor performance gives the ceo an incentive to pursue strategies that imize firm value. in t

25、his case, if terminated, an executive suffers reputation loss and human capital devaluation in the managerial labor market. however, this paper?consistent with other recent research in financial economics?focuses on compensation and equity incentives, leaving aside career concerns and the labor mark

26、et for managerial talent. in other words, it restricts attention to financial incentives. the key to understanding financial incentives is recognizing that they arise from the entire portfolio of equity holdings and not simply from current pay. equity incentives, then, are the incentives to increase

27、 the stock price arising from the managers ownership of financial securities in the firm. for example, a ceo may receive 100,000 options this year, which might add to 400,000 options granted in previous years, for a total of 500,000 options held. if the stock price decreases, then the value of the 1

28、00,000 options granted this year declines? but so does the value of the options accumulated from previous years. since the ceo will care about the whole stock of 500,000 options, not simply this years 100,000, executive compensation received in any given year provides only a partial picture of ceo w

29、ealth and incentives. to understand ceo incentives fully, it is important to focus on the aggregate amount of shares, restricted stock, and stock options that the ceo owns in the firm. the evidence shows that ceos have plenty of financial incentives, arising primarily from ceo ownership of stock and

30、 options in their firms. again, we would stress that such financial incentives are only one factor motivating executives. agents are as likely to be motivated by intrinsic factors of the job, career concerns, social norms, tournaments, and the like. one problem with stock options and other forms of

31、incentive pay is not that they provide too few incentives, but that they may lead to unintended consequences. it is well known that incentives can bring about behavior by the agent that was unanticipated by the principal. in a classic paper, steven kerr highlighted the folly of rewarding a while hop

32、ing for b. in short, he articulated the notion that one gets what one pays for. if one rewards activity a and not b, then people will exert effort on a, while de-emphasizing b. kerr illustrates his point with an array of examples from politics, industry, and human resource management. in general, th

33、is is a problem of providing appropriate incentives to agents engaging in multiple tasks. more recently, robert gibbons has discussed the design of incentive programs recognizing such problems. another problem with incentive compensation is that it may encourage opportunistic behavior by managers, m

34、anipulation of performance measures, or cheating. the powerful and often unanticipated effects of financial incentives on economic outcomes have been documented in diverse contexts such as classroom teaching, real estate markets, vehicle inspection markets, and the behavior of physicians. in the cor

35、porate context, david yermack demonstrates that ceos opportunistically time the award of option grants around earnings announcements in order to increase their compensation. other studies find that private information is used by executives to engineer abnormally large option exercises and hence the

36、payouts from those options. in addition, studies show that firms with more incentives are associated with greater earnings manipulation. recent studies show that the likelihood of a firm being the target of fraud allegations is positively correlated with option incentives. in short, options and ince

37、ntive pay may motivate managerial behavior that is not always anticipated or ideal. when designing compensation plans, boards must be aware of the unwanted as well as beneficial effects of incentives. conclusions executive compensation is a controversial and complex subject that continues to attract

38、 the attention of the media, policymakers, and academics. contract theory predicts that shareholders use pay to provide incentives for the ceo to focus on imizing long-term firm value. since ceos have relatively low ownership of firm shares, they might otherwise behave opportunistically. an alternat

39、ive theoretical perspective, the managerial power view, is that ceos control the pay-setting process and set their own pay. this theory predicts that compliant compensation committees and boards provide ceos with excess pay or compensation “rents” and that contracts are suboptimal from the sharehold

40、ers perspective. distinguishing between these two theories is an important challenge for future research. this paper provides evidence on what has happened to ceo pay between 1993 and 2003. it shows that total compensation increased significantly over this period. grants of stock options to ceos and

41、 executives are the main driver of ceo pay gains. the paper also documents that ceos have important financial incentives. these arise from the portfolio of firm stock and options owned by the ceo. the important point is that, if the stock price declines significantly, the value of the ceos assets fa

42、lls. analogously, if asset prices increase, so does ceo wealth. in consequence, the wealth of the ceo varies with the stock price performance of the firm. an important research challenge is to fully understand the potentially unintended consequences of providing greater incentives to agents. in prac

43、tice, ceo compensation contracts are determined by compensation committees that may have conflicting incentives to align with the ceo leading to suboptimal contracts and excess pay or with shareholders leading to optimal contracts and appropriate pay. the analysis in this paper illustrates that u.s.

44、 boards and compensation committees are becoming more independent measured by fewer insider directors and a greater number of outside directors. the evidence shows that the presence of affiliated directors on the compensation committee an instance where greater managerial power is expected does not

45、lead to greater ceo pay or fewer ceo incentives. in summary, high pay itself is not evidence of inefficient contracts but may simply reflect the market for ceos and the pay necessary to attract, retain, and motivate talented individuals. boards of directors need to design compensation contracts to a

46、lign the interests of owners with managers. one test of whether the corporate governance system is working appropriately, including executive compensation arrangements, is to evaluate economic performance. holmstrom and kaplan investigate the state of u.s. corporate governance in the wake of corpora

47、te scandals. they conclude that the u.s. economy has performed well, both on an absolute basis and relative to other countries over about two decades. importantly, the economy has been robust even after the scandals were revealed. this is not to deny that improvements in governance arrangements may

48、be beneficial. furnishing ceos with appropriate compensation and incentives is desirable for a healthy economy. however, ensuring that the contracting process is not corrupted is an important goal for corporate governance extracts譯文: 高管薪酬和激勵(lì) martin j. conyon 高管薪酬是一種既復(fù)雜又有爭(zhēng)議的話題。多年來(lái),學(xué)者、決策者和媒體注意到了美國(guó)首席執(zhí)行

49、官的高薪酬水平的支付,并質(zhì)疑他們是否與股東利益保持一致。一些學(xué)者更進(jìn)一步指出在首席執(zhí)行官的薪酬安排和偏離股東利益上的缺陷是普遍和值得考慮的。比如說(shuō),lucian bebchuk和jesse fried提供了一個(gè)明晰的賬戶管理權(quán)力觀點(diǎn)并附上了證據(jù)。marianne bertrand和sendhil mullainathan也提供了“揭開(kāi)首席執(zhí)行官薪酬面紗”的分析。相反,john core等一些美國(guó)聯(lián)盟提出了一種經(jīng)濟(jì)承包方式來(lái)處理高管薪酬與激勵(lì),以此來(lái)評(píng)估首席執(zhí)行官是否接受低效率績(jī)效的薪酬支付。我們不要求區(qū)分經(jīng)濟(jì)承包和管理權(quán)力觀點(diǎn)來(lái)支付高管薪酬。相反,我們用文件證明在美國(guó)的高管薪酬激勵(lì)模式,調(diào)查這

50、種模式是否與經(jīng)濟(jì)理論相一致。 背景:誰(shuí)設(shè)置高管薪酬? 在審查本文提供的實(shí)驗(yàn)性證據(jù)前,考慮薪酬的設(shè)置過(guò)程和由誰(shuí)來(lái)設(shè)置高管薪酬是非常重要的。經(jīng)濟(jì)理論中的高管薪酬標(biāo)準(zhǔn)是委托-代理模型。該模型認(rèn)為,公司力爭(zhēng)去設(shè)計(jì)最有效最合理的薪酬包去吸引、留住并激勵(lì)首席執(zhí)行官、高管及管理者們。在代理模型中,由股東設(shè)置薪酬。然而,實(shí)際上董事會(huì)薪酬委員會(huì)是站在股東的利益上來(lái)決定薪酬的。由主要的股東設(shè)計(jì)出一份薪酬方案給代理人(總裁或經(jīng)理)。改善高管薪酬道德風(fēng)險(xiǎn)問(wèn)題(也就是經(jīng)理機(jī)會(huì)主義)起因于低穩(wěn)固性的所有權(quán)。股東通過(guò)股票期權(quán)、受限股票和長(zhǎng)期合同來(lái)激勵(lì)總裁實(shí)現(xiàn)公司價(jià)值最大化。換句話說(shuō),股東設(shè)法去設(shè)計(jì)最佳的薪酬包來(lái)激勵(lì)總裁以達(dá)

51、成他們共同的利益。這就是類似高管薪酬的方案。在core,guay和larcker之后,一個(gè)有效的(或最佳的)方案是“在扣除交易成本(例如承包成本)和支付給雇員薪酬后給股東最大的預(yù)期經(jīng)濟(jì)價(jià)值。相同的說(shuō)法就是縮減代理成本使其最小化?！?幾個(gè)重要思想來(lái)自于這個(gè)說(shuō)法。首先,該方案通過(guò)提供風(fēng)險(xiǎn)激勵(lì)薪酬如股票期權(quán)來(lái)減少經(jīng)理機(jī)會(huì)主義并且激勵(lì)總裁的努力。第二,最佳方案并不意味著“完美”方案,只是公司為了避免經(jīng)理機(jī)會(huì)主義和不當(dāng)行為而設(shè)計(jì)的最合適的方案,以此作為承包的約束。第三,在這種情況下,公司并不一定消除代理成本,而是評(píng)估實(shí)施這種方案(邊際)收益以及這么做所涉及的(邊際)成本。改善公司管理或規(guī)章制度可能改變這

52、些成本和收益,產(chǎn)生不一樣的令人滿意的方案。此外,在一個(gè)時(shí)間點(diǎn)有效在另一個(gè)時(shí)間點(diǎn)就無(wú)效。提高董事會(huì)管理,比如通過(guò)增加獨(dú)立董事,可能產(chǎn)生令這個(gè)公司而非其他公司滿意的不同類型的薪酬、股票和期權(quán)合約。 另一種理論是由總裁設(shè)置薪酬。這是管理權(quán)力的觀點(diǎn),以bebchuk和fried為最新代表。在這個(gè)理論中,董事會(huì)和薪酬委員會(huì)與總裁合作并同意提供超額薪酬,按合約授予而非根據(jù)股東利益。這種超額薪酬支付構(gòu)成了一種遠(yuǎn)遠(yuǎn)大于聘請(qǐng)?jiān)摽偛脕?lái)公司工作的必須薪酬的經(jīng)濟(jì)租金。在提取租金后約束總裁的將是名譽(yù)損失和尷尬,這被bebchuk和fried稱為“暴行成本”。暴行能通過(guò)市場(chǎng)懲罰(經(jīng)理名譽(yù)的貨幣貶值)和要求高標(biāo)準(zhǔn)市場(chǎng)成本的

53、社會(huì)成本這兩項(xiàng)來(lái)給總裁施壓。他們認(rèn)為來(lái)自極度良好的薪酬支付安排的市場(chǎng)約束和社會(huì)成本是在預(yù)防相當(dāng)大的最優(yōu)承包偏離時(shí)的資金不足。 高管薪酬 有個(gè)關(guān)于美國(guó)高管薪酬的本質(zhì)披露。美國(guó)證券交易委員會(huì)在1992年擴(kuò)大和提高了對(duì)美國(guó)高管們的披露尺度。結(jié)果,代理公司控制著相當(dāng)大的股份所有權(quán)、股票期權(quán)和前五高管團(tuán)體所有的薪酬組成。這里有四種高管薪酬的基本部件,每一種都有許多研究。首先,高管們接受基本薪資,一般該基本薪資在同行公司中是基準(zhǔn)。其次,他們享受年終分紅計(jì)劃,通常基于分期業(yè)績(jī)考核。第三,高管們接受股票期權(quán),它作為一項(xiàng)權(quán)利而非義務(wù),以預(yù)先規(guī)定的合約價(jià)格在未來(lái)購(gòu)買股票。最后,薪酬包括額外補(bǔ)償比如限制性股票、長(zhǎng)期激勵(lì)計(jì)劃和養(yǎng)老金計(jì)劃。 高管激勵(lì) 我們現(xiàn)在來(lái)看高管激勵(lì)以及薪酬和企業(yè)績(jī)效之間的聯(lián)系。證據(jù)表明在20世紀(jì)90年代期間高管薪酬和小部分未予以說(shuō)明的選擇性補(bǔ)助金增加了。委托-代理理論預(yù)測(cè)一個(gè)公司設(shè)計(jì)承包契約是為了出產(chǎn)最佳的激勵(lì),因此激勵(lì)總裁去實(shí)現(xiàn)股東價(jià)值最大化。在設(shè)計(jì)承包契約過(guò)程中,公司認(rèn)為總裁就是規(guī)避風(fēng)險(xiǎn)。因此,需要更多激勵(lì)去補(bǔ)償代理人以規(guī)避增加著的風(fēng)險(xiǎn)。在上文中論證了總裁薪酬是