The Structure, Policy and Monitoring of Legal System for the Directors Compensation under the Aspect of Corporation Governance

• Main Authors: Cheng-Wei Sun, 孫誠偉
• Other Authors: Yen-Liang CHEN
• Format: Others
• Language: zh-TW
• Published: 2008
• Online Access: http://ndltd.ncl.edu.tw/handle/ee8bw9

碩士 === 國立東華大學 === 財經法律研究所 === 96 === Abstract Due to the separation of the management and ownership of the corporate nowadays, it makes the authority of corporate management controlled by the board of directors. The shareholders can’t help wonder if the board of directors cares about the interests of the shareholders? It is not necessarily a positive answer. Therefore, how to prevent the directors from going against the interests of the shareholders ? The solution is to offer the directors adequate and reasonable compensation. As far as the paper herein is concerned, what kind of compensation should be offered to the directors in order to reasonably assess the time and effort which the directors have devoted for the entire corporate and the shareholders? How much of the directors compensation is called reasonable? How much is the directors compensation offered so as not to infringe on the deserved interests of the corporate and shareholders? And, who is the appropriate one to determine the directors compensation? Moreover, the board of directors possesses the management authority and takes advantage of information accessibility. Under such situation, how should the shareholders supervise the directors compensation? For the aforementioned questions, there is probably no positive answer. Nevertheless, directors compensation is closely related to the interests of corporate and shareholders, and it is meanwhile related to whether the corporate governance is sound and integrated. Generated from all these crucial points, the paper herein tries to reveal the problems from the viewpoint of corporate governance to investigate the change and development of directors compensation offered and the directors’ pleading right for compensation. Besides, the paper herein also investigates how the directors compensation is constructed in order to reflect the time and effort which the directors have devoted for the corporate, and in the mean time to take the interests of corporate and shareholders into consideration. In addition, if the directors compensation is determined by the board of directors, it is likely that the directors might do for their own good. Hence the directors compensation still should be resolved by the shareholders’ meeting. However, apart from the resolution of shareholders’ meeting, if there is any other possible solution to determine the directors compensation which of that is the issue the paper herein will also explore. Last but not least, no matter how the directors compensation is schemed or if it is reasonable as well as who or what kind of organization should determine the directors compensation, it is the only way to acquaint the shareholders with the details of directors compensation that the directors compensation is brought into the public and related information disclosure of directors compensation is done. The most important of all, how could the shareholders supervise the directors compensation under the rights which are entitled by the Corporate Law, Securities and Exchange Law and other relevant legislation. In the meanwhile, only if the directors compensation is monitored and supervised by the corporate owners who are the shareholder themselves, it is the most safe and assured solution for the shareholders. After all, only the shareholders themselves are the ones who the shareholders truly trust.