上市公司股权激励问题研究外文翻译

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上市公司股利政策研究外文文献

Growth and the Valuation of SharesLintnerListed companies in the dividend distribution policy to some extent direct impact on the operation of funds of listed companies. The company paid to its shareholders the remaining surplus of retained earnings in the enterprise, there Cixiaobizhang relationship. Therefore, the dividend distribution policy is decided how much dividend distribution to shareholders, has decided to stay in the number of enterprises. Reduce the dividend distribution, which will increase corporate retained earnings, reducing the external financing needs. So dividend policy is also financing the internal decision-making enterprises. In this paper, often used to make a dividend distribution policy briefly discussed.Dividend in the actual operation, the choice of dividend distribution policy has the following four:First, the remaining dividend distribution policyDividend and the company's capital structure related to investment and capital structure, in turn, constitute the necessary funds, the dividend distribution policy should in fact be the cost of capital and investment opportunities in the double impact. The remaining dividend distribution policy is that the company has good investment opportunities, in accordance with the objectives of certain capital structure (the optimal capital structure), to calculate the required equity capital investment, the first of retained earnings, and then the remaining surplus as a dividend to be Distribution. If there is no surplus, not dividends. Use the remaining dividend distribution policy to be followed by five steps: (1)identification of investment projects, looking for profitable investment opportunities. (2)target capital structure, which is identified with the debt equity capital ratio of capital to the weighted average cost of capital (integrated cost of capital rate) reached the lowest level as the standard. (3) target capital structure of the equity investment required amount.(4)maximize the use of the company's retained earnings to meet the investment programmes of the equity capital required amount. (5)investment programme for equity capital have been met if the remaining surplus, and then as dividends paid to shareholders.Choice of the remaining dividend distribution policy, will mean that only the remaining surplus for dividend payment. The model is based on the stock price has nothing to do with the distribution of dividends, investors in the dividend and capital gains do not have a preferred, but will investors get dividends on the secondary position, its fundamental purpose is to maintain the ideal capital structure, the weighted average cost of capital Minimum, thus realizing the company to maximize profits.Second, the continued growth of fixed or dividend distribution policyThe continued growth of fixed or dividend distribution policy is to distribute the annual dividend fixed at a specific level, and in the longer period of time regardlessof how the company's profitability, the financial situation of how the distribution of the dividend remains unchanged. Only when the company that future earnings will be significant, and irreversible growth, will be able to maintain the amount of dividends paid to a higher level, will increase the annual dividend payment amount. However, inflation in the circumstances, most companies will then raise the surplus, and the majority of investors want companies to provide more than offset the adverse effects of inflation dividends, long-term inflation in the years should also increase the amount of dividend payment .Sustained growth of fixed or dividend distribution policy is aimed at avoid because of poor management and reduction of dividend. To take such dividend distribution policy of the reasons is: First, a stable dividend for the company to market convey the normal development of the information, to establish a good image of the company, enhance the confidence of investors in the company, stable stock prices. Second, the stability of the amount of dividends to investors for dividend income and expenditure, especially for those who are dependent on dividends shareholders especially. Mandrax Mandrax high dividends and low stocks, will not be welcomed by these shareholders, the stock price will drop. Third, the stability of the dividend distribution policy may be inconsistent with the remaining dividend theory, but taking into account the stock market will be a variety of factors, including the psychological state of shareholders and other requirements, in order to maintain a stable dividend level, Even if some deferred investment programme or temporarily deviate from target capital structure, may also reduce the dividend or lower than the dividend growth rate of more favorable.In view of this, the company only used or continued growth in the fixed dividend distribution policy in order to maximize the company shares in order to achieve the maximization of the company's financial goals. The dividend distribution policy is that the shortcomings of the dividends paid out of touch with the surplus. When the lower earnings still support a fixed dividend, it might lead to a shortage of funds, financial situation worsened, not the same as the surplus into the dividend distribution policy as to maintain a lower cost of capital.Third, to pay a fixed dividend rate policyDividend policy to pay a fixed rate, the company set a dividend amount of the surplus ratio (dividend payment rate), this ratio of long-term policy to pay dividends. In this dividend distribution policy, the dividends for investors as the company's net profit after tax changes and fluctuations, when the company increased net profit, the stock dividend for investors has increased, but decreased. The higher rate of pay fixed dividends, the company retained surplus is less. Fixed rate of dividend payment distribution model first consider the distribution of dividends, before considering the retained earnings, with the remaining dividend distribution model contrary to the order. In the policy, the dividend payment rate, once established, generally are not allowed to randomly change, the company's profit after tax is determined by calculation, the distribution of the dividend will accordingly identified.Fixed rate of dividend payment policy is based on investor risk aversion, like the reality of the proceeds to determine the distribution of dividends to meet theaspirations of investors, and the distribution of dividends and stock price are relevant and meet the aspirations of the investors, will support the company Shares in a higher position, shares will maximize the realization of the company's financial goals to maximize. But in this policy under the annual dividend for the larger changes, the company easily create the impression of instability, adverse to stabilize stock prices.Third, to pay a fixed dividend rate policy Dividend policy to pay a fixed rateThe company set a dividend amount of the surplus ratio (dividend payment rate), this ratio of long-term policy to pay dividends. In this dividend distribution policy, the dividends for investors as the company's net profit after tax changes and fluctuations, when the company increased net profit, the stock dividend for investors has increased, but decreased. The higher rate of pay fixed dividends, the company retained surplus is less. Fixed rate of dividend payment distribution model first consider the distribution of dividends, before considering the retained earnings, with the remaining dividend distribution model contrary to the order. In the policy, the dividend payment rate, once established, generally are not allowed to randomly change, the company's profit after tax is determined by calculation, the distribution of the dividend will accordingly identified.Fixed rate of dividend payment policy is based on investor risk aversion, like the reality of the proceeds to determine the distribution of dividends to meet the aspirations of investors, and the distribution of dividends and stock price are relevant and meet the aspirations of the investors, will support the company Shares in a higher position, shares will maximize the realization of the company's financial goals to maximize. But in this policy under the annual dividend for the larger changes, the company easily create the impression of instability, adverse to stabilize stock prices.The last,Yurika additional shares normal low dividend policyYurika additional shares normal low dividend policy, a company in normal circumstances only pay a fixed annual amount of the dividend lower in corporate earnings more and better financial situation of the year, according to the actual situation further release of additional dividends to shareholders. However, additional dividends is not fixed, does not mean that the company permanently raise the required rate of dividend payment. Stock real goods or services provided to the customer business entity. The delivery of these goods and services customers time may also influence the cash flow. Articles in the excessive inventory becomes expensive, because they are more easily damaged, or can become obsolete. Although there is now way, the company can reduce the loss of goods allowed to cancel out, commercial enterprises have set up sales of goods and services, without their product is out of date. The company needs a responsible person to understand what is inventory, and this information must be effectively communicated to the sales force. An effective sales force training can use this information to the understanding of what the pricing model, in order to recruit. At the same time, the sales manager can use this information to the foundation and development unit.Adopt this policy was mainly due to: first, such dividend distribution policy so that companies with greater flexibility, when compared with fewer or more of thecapital investment required, to maintain a lower but set the normal dividend The level of dividends, shareholders will not have dividends fell flu, to maintain the existing stock prices and achieve its goals. When companies have a more substantial increase in earnings and surplus cash, the issuance of additional dividend may be appropriate. The company's dividend will be distributed additional information to stock investors so that they enhance the company's confidence is conducive to the stability and stock prices rose. Second, the dividend distribution policy that will enable those who rely on the shareholder dividend to live at least a year could be lower though, but relatively stable dividend income, which attracted this part of the shareholders.Several more dividend distribution policy claims, the company in dividend distribution, we should learn from its basic ideological decision-making, to suit their own specific reality of the dividend distribution policy, enabling the company to maintain stability, sustained growth, Shareholders can receive more benefits in order to achieve the company's financial goals to maximize.。

我国上市公司高管股权激励计划现状外文翻译

SHANDONGＵＮＩＶＥＲＳＩＴＹＯＦＴＥＣＨＮＯＬＯＧＹ外文翻译学院：商学院专业：会计系学生姓名：***学号： **********指导教师：***2011 年 6 月SOE Execs: Get Ready For Stock IncentivesTAN WEIStock option incentive plan will soon be available to state-owned enterprise executives, but will it lead to greater prosperity or new problems?A trailblazing new scheme to infuse state-owned enterprises (SOEs) with incentive stock options is under way. It’s a plan that may bolster company performance, but it’s not without risks.On August 15, Li Rongrong, Minister of the State-owned Assets Supervision and Administration Commission (SASAC), disclosed that after careful study, a stock option incentive trial plan will be carried out in the listed SOEs.According to the trial plan, about 102 A-share listed SOEs are expected to be the trial companies. The short list of some of those expecting to participate includes: China Unicom, Citic Group, Kweichow Moutai, China Merchants Bank and Beijing Financial Street Holding Co.Stock option incentive plan is designed to entice executives to work hard for the long - term development of their companies. As stocks rise based on company performance, they too gain through this profits haring arrangement. This kind of incentive plan is popular in foreign countries, especially in the United States, where stock options can account for as high as 70 percent of a CEO’s income. Further, many economists believe the stock option incentive plan optimizes corporate governance structure, improve management efficiency and enhance corporate competitiveness.On the other hand, after the Measure s on the Administration of Stock Incentive Plans of Listed Companies was issued early this ye a r, some of the companies turned out to have misused the incentive stock options. The result was insider dealings, performance manipulation as well as a manipulation of the company stock price.“Although the stock option incentive scheme is a frequently used tool to encourage top management, it could also be a double - edged sword especially in an immature market economy,” Li said. The SASAC is therefore taking a cautious approach, placing explicit requirements on corporate governance, the target and extent of the incentive measures, Li added.Li stated that the overseas-listed SOEs would be the first few companies that willimplement the mechanism because of their sound management structure and law-abiding nature. Then the domestic listed SOEs will have the chance to embrace incentive stock options, which would be promoted if the trial results were good.Executive face-liftAs for more than 900 listed SOEs, the personnel structure of the boards of directors will pro b ably face substantial change. That’s because the plan states that if the s t o ck option incentive mechanism is going to be implemented in listed SOEs, external directors should account for half of the board of directors.The trial plan introduced the concept of external directors for the first time. The external director should be legally recommended by directors of listed SOEs, and should not be working in the listed SOEs or in a holding company, said the plan. However, currently, most of boards of directors of listed SOEs are not in compliance with the requirement. They have to readjust the structure of board of directors to fit in with the new mechanism.“For most of the SOEs which are listed in the A-share market, their boards of directors are made up of non-external directors and independent directors, which means that apart from independent directors, members of board of directors are all working for the listed company or for the large shareholder,” said Zhu Yongmin, an economist with the Central University of Finance and Economics. “If the stock option incentive mechanism is to be carried out in those companies, a large-scale restructuring of board of directors is unavoidable and external directors must be introduced into the board.”China Securities Regulatory Commission (CSRC) stipulates that an independent directo r is one who doesn’t hold another office beyond his job as a director, and has no such relations with major share holder that would interfere with the exercise of independent and objective judgment.“Currently, the independent directors of listed companie s can be categorized as external directors,” Zhu said. “However, the definition of external director is much broader than independent director. Those who work for a company which has business ties with a listed company, though they do not meet the requirements of being an independent director, but can be considered an external director.”Additionally, the trial plan also stipulates that the salary committee of listed SOEsthat exercise the stock option incentive mechanism should be composed of external directors. However, for most of the listed companies, there are still non - external directors. As a result, a considerable number of listed SOEs need to transform their salary committee to fulfill the prerequisites of the stock option incentive mechanism.Avoiding over-compensationOver- compensation is something that the trial stock plan is trying to avoid as well.Therefore, the trial plan states that domestic listed SOEs’ executives should receive no more than 30 percent of their total salary (including options and dividends). But as for the overseas-listed SOEs, the maximum incentive is 40 percent of the target salary.The trial plan also fixes the volume of incentive stock options.The trial plan states that the volume of incentive stock options should be fixed in accordance with the scale of the listed company and the number of incentive objectives. The number of share allocated may not exceed 10 percent of the company’s total share capital and no less than 0.1 percent.In fact, Beijing Review was informed by the CSRC that some 20 listed SOEs also began exploring stock option incentive schemes in the first half of this year. But none of them received approval from the CSRC because their schemes revealed sharp contrast with the trial plan in terms of the scale of incentive stock options offered.Results-orientedUnder the trial plan, better performance is a must to obtain stock privileges.The number of incentive stock options that senior executives in listed SOEs can get depends on their annual performance. If they cannot fulfill the targeted objective s , the listed company may have the right to take back the incentive the stock options or purchase them back at the price at which they we re sold to the executives .Zhu Yongmin noted that the stock option incentive plan is not invariable. The directors of listed companies, senior executives, and core technological and management personnel may not get the target stock options if they fail to achieve a satisfactory performance.No freebiesFor sure, sta te stocks won’t be given to executives for free, under the trial plan.“The state stocks have prices,” Zheng said. “If they we re paid to senior executives for free in the name of incentive stocks, it is equal to a loss of state assets. To elaborate, the incentive stocks should be the increment of stocks that are earned by the executives for listed SOEs after the implementation of the trial plan, and should not be previous stock inventory. In short, the past is past. Only future stock increases can be used as incentive stocks.”Further, “The incentive stocks should not be paid only by the SASAC, which is the largest shareholder of all the central SOEs,” said Zheng Peimin, Chairman of Shanghai Realize Investment Consulting Co., who took part in drafting the trial plan,. “ The incentive plan should be a joint action of all share holders of a company and they should shoulder the same responsibility and enjoy equal benefit .”Already, share holders pay for salaries of directors, senior executives and technology management staff.“The incentive stocks should also be paid by all shareholders.” Zheng said. “For instance, if the government, or a state owned enterprise, holds 60 percent of a listed SOE, they should only pay 60 percent of the incentive stocks and 40 percent should be paid by other share holders.”Investor pricing of CEO equity incentivesJeff P. Boone Inder K. Khurana K. K. RamanAbstractThe main purpose of this paper is to explore CEO compensation in the form of stock and options.The objective of CEO compensation is to better align CEO-shareholder interests by inducing CEOs to make more optimal (albeit risky) investment decisions. However, recent research suggests that these incentives have a significant down-side (i.e., they motivate executives to manipulate reported earnings and lower information quality). Given the conflict between the positive CEO-shareholder incentive alignment effect and the dysfunctional information quality effect, it is an open empirical question whether CEO equity incentives increase firm value. We examine whether CEO equity incentives are priced in the firm-specific ex ante equity risk premium over the 1992–2007 time period. Our analysis controls for two potential structural changes over this time period. The first is the 1995 Delaware Supreme Court ruling which increased protection from takeovers (and decreased risk) for Delaware incorporated firms. The second is the 2002 Sarbanes–Oxley Act which impacted corporate risk taking, equity incentives, and earnings management. Collectively, our findings suggest that CEO equity incentives, despite being associated with lower information quality, increase firm value through a cost of equity capital channel.Keywords：CEO equity incentives，Information quality，Cost of equity capitalIntroductionIn this study, we investigate investor pricing of CEO equity incentives for a large sample of US firms over the period 1992–2007.Because incentives embedded in CEO compensation contracts may be expected to influence policy choices at the firm level, our objective is to examine whether CEO equity incentives influence firm value through a cost of equity capital channel.Prior research (e.g., Jensen et al. 2004; Jensen and Murphy 1990) suggests that equity- based compensation, i.e., CEO compensation in the form of stock and options, provides the CEO a powerful inducement to take actions to increase shareholder value (by investing in more risky but positive net present value projects). Put differently,equity incentives are expected to help mitigate agency costs by aligning the interests of the CEO with those of the shareholders, and otherwise help communicate to investors the important idea that the firm’s objective is to maximize shareholder wealth (Hall and Murphy 2003).However, recent research contends that equity incentives also have a perverse or dysfunctional downside. In particular, equity-based compensation makes managers more sensitive to the firm’s stock price, and increases their incentive to manipulate reported earnings—i.e., to create the appearance of meeting or beating earnings benchmarks (such as analysts’ forecasts)—in an attempt to bolster the stock price and their personal wealth invested in the firm’s stock and options (Bergstresser and Philippon 2006; Burns and Kedia 2006; Cheng and Warfield 2005). Stated in another way, CEO equity incentives can have an adverse effect on the quality of reported accounting information. As noted by Bebchuk and Fried (2003) and Jensen et al. (2004), by promoting perverse financial reporting incentives and lowering the quality of accounting information, equity-based compensation can be a source of, rather than a solution for, the agency problem.Despite these arguments about the putative ill effects of equity incentives, equity-based compensation continues to be a salient component of the total pay packages for CEOs. Still, given the conflict between the positive incentive alignment effect and the dysfunctional effect of lower information quality, it is an open empirical question whether CEO equity incentives increase firm value. To our knowledge, prior research provides mixed evidence on this issue. For example, Mehran (1995) examines 1979–1980 compensation data and finds that equity-based compensation is positively related to the firm’s Tobin’s Q. By contrast, Aboody (1996) examines compensation data for a sample of firms for years 1980 through 1990, and finds a negative correlation between the value of outstanding options and the firm’s share price, suggesting that the dilu tion effect dominates the options’ incentive alignment effect. Moreover, both these studies are based on dated (i.e., pre-1991) data.In our study, we examine whether CEO equity incentives are related to the firm-specific ex ante equity risk premium, i.e., the excess of the firm’s ex ante cost of equity capital over the risk-free interest rate (a metric discussed by Dhaliwal et al. 2006).Consistent with Core and Guay (2002), we measure CEO equity incentives as the sensitivity of the CEO’s stock and optio n portfolio to a 1 percent change in the stockprice. Based on a sample of 16,502 firm-year observations over a 16 year period (1992–2007), we find CEO equity incentives to be negatively related to the firm’s ex ante equity risk premium, suggesti ng that the positive incentive alignment effect dominates the dysfunctional effect of lower information quality.In other analysis, we attempt to control for two regulatory (structural) changes that occurred during the 1992–2007 time period of our study.As pointed out by Daines (2001), regulatory changes can have an impact on firm values and returns as well as the structure of executive compensation. First, Low (2009) finds that following the 95 Delaware Supreme Court ruling that resulted in greater takeover protection, managers reduced firm risk by turning down risk-increasing (albeit positive NPV) projects. In response, firms increased CEO equity incentives to mitigate the risk aversion. Potentially, the impact of the Delaware ruling on managers’ r isk aversion and the follow-up increase in equity incentives (to mitigate the increase in managers’ risk aversion following the ruling) may have resulted in a structural change in our sample at least for firms incorporated in Delaware. To control for this potential structural impact, we perform our analysis for Delaware incorporated firms for 1996–2007 separately. Our results suggest that the favorable effect of CEO equity incentives on firm value (as reflected in the lower ex ante equity risk premium) is similar for Delaware firms and other firms.Second, a number of studies (e.g., Cohen et al. 2007, 2008; Li et al. 2008) indicate that the 2002 Sarbanes–Oxley Act (SOX) lowered equity incentives (i.e., reduced the proportion of equity incentives to total compensation post-SOX), reduced managerial risk taking, decreased spending on R&D and capital expenditures, and reduced accruals-based earnings management while increasing real earnings management. Since real earnings management is potentially more difficult for investors to detect than accruals-based earnings management, a possible consequence of SOX could be an increase in agency costs since 2002. To control for the potential structural changes imposed by SOX both in terms of expected returns and the level of equity incentives, we perform our analysis for the pre-SOX and post-SOX time periods separately. For each of the two time periods, our results suggest a favorable effect of CEO equity incentives on firm value (as reflected in the lower ex ante equity risk premium), although the effect appears to be stronger in the post-SOX period.Our study contributes to the literature on the valuation of equity incentives. Weprovide (to our knowledge) first-time evidence on the relation between CEO equity incentives and the ex ante cost of equity capital. Prior research has focused by and large on the consequences of managerial equity incentives for firm performance (Mehran 1995; Hanlon et al.2003) and risk taking (Rajgopal and Shevlin 2002; Coles et al. 2006; Hanlon et al. 2004) rather than on valuation per se. As noted previously, to our knowledge only two prior studies (Aboody1996 and Mehran 1995, both based on pre-1991 data) have examined the pricing of managerial equity incentives, with mixed results.In our study, we provide evidence on the valuation effects of CEO equity incentives based on more recent (1992–2007) data. By focusing on more recent data, our findings relate to a growing line of research on the association between equity-based compensation and accounting information quality. Specifically, Coffee (2004) suggests that the $1 million limit on the tax deductibility of cash compensation for senior executives imposed by Congress in 1993 motivated firms to make greater use of equity compensation which, in turn, increased the sensitivity of managers to the firm’s stock price. Bergstresser and Philippon (2006) and Cheng and Warfield (2005) provide evidence which suggests that equity incentives are positively related to the magnitude of accruals-based earnings management. Similarly, Burns and Kedia (2006) and Efendi et al. (2007) report CEO equity incentives to be positively related to accounting irregularities and the subsequent restatement of previously issued financial statements. Thus, prior research suggests that equity-based compensation has a negative effect on the quality of earnings reported by firms. Consistent with several published empirical studies that support the notion that lower information quality is priced in a higher cost of equity capital (e.g., Bhattacharya et al. 2003; Francis et al. 2005), CEO equity incentives could potentially lower firm value by increasing the firm-specific equity risk premium.As noted previously, we document that CEO equity incentives (despite the associated low er information quality) are related negatively to the firm’s ex ante equity risk premium, implying that equity incentives increase firm value by lowering the firm’s cost of equity capital.Thus, our findings suggest that the positive CEO-shareholder incentive alignment effect associated with equity incentives dominates the dysfunctional information quality effect.Since 1992, the Securities and Exchange Commission (SEC) has mandated thepublic disclosure of executive compensation data to promote informed decision making by investors. Our ﬁndings provide further evidence that these disclosures increase the informativeness of stock prices in competitive securities markets. Collectively, given that CEO compensation is a topic of ongoing interest (Jensen et al. 2004; Reich 2007), our ﬁndings indicate that CEO equity incentives inﬂuence ﬁrm value favorably through a cost of equity capital channel.Concluding remarksPrior research (e.g., Goldman and Slezak 2006; Jensen et al. 2004) suggests that CEO equity incentives can be a double-edged sword. On the one hand, these incentives can mitigate the agency problem by aligning the interests of the CEO with those of the shareholders (i.e., by inducing CEOs to prefer more optimal, albeit risky, investment choices). On the other hand, these incentives can lead to excessive sensitivity to share price performance and induce executives to manipulate reported earnings with an eye on the stock price. In other words, by promoting perverse reporting incentives and lowering the quality of accounting information pertinent to investor pricing decisions, CEO equity incentives can potentially be a part of, not a remedy for, the agency problem. However, to our knowledge there is little to no prior evidence to suggest which effect—the positive incentive alignment effect or the perverse information quality effect—dominates.We contribute to the literature in several ways. First, we show that CEO equity incentives are negatively related to the firm-specific equity risk premium, i.e., the positive incentive alignment effect associated with these incentives dominates the dysfunctional information quality effect in the pricing of the firm-specific ex ante equity risk premium. Second, since equity incentives are intended to induce CEOs to make more optimal (albeit risky) investment decisions, the effect of these incentives on shareholder wealth in the post-SOX time period is of particular interest. Our results suggest that the economic significance of these incentives (i.e., the payoff for shareholders in terms of a lower ex ante equity risk premium and a higher firm value) was in fact higher in the post-SOX time period. Finally, our findings provide further evidence that the SEC mandated disclosures (since 1992) of executive compensation data increases the informativeness of stock prices with respect to the potential implications of CEO equity incentives for the cost of equity capital and firm value. At this time, CEO compensation is a topic of ongoing interest for regulators and investors(Jensen et al. 2004; Reich 2007). Collectively, our findings complement and extend prior research on equity incentives. They are potentially useful in better informing regulators and investors faced with questions about the possible consequences of CEO equity incentives for shareholder wealth.国有企业高管：准备迎接股权激励计划谭卫股票期权激励计划将很快应用于国有企业管理人员，但这会带来更大的繁荣，还是新的问题？一个开创性的计划正被引入——国有企业正在实施股票期权激励计划，它可能会增强公司业绩，但它并非没有风险。

股权激励外文文献【中英对照】

外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies 1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk, Fried a nd Walker, 2002; Chefﬁns and Thomas, 2004; Zattoni, 2007). In the UK and, above all in the US, remuneration encompasses a variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000). In other countries, however, fixed wages have always been the main ingredient in top managers’ pay schemes. Over time, variable short-term pay has become more substantial and the impact of fringe benefits has gradually grown. Notwithstanding, incentives linked to reaching medium to long-term company goals have never been widely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-term incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changes in the institutional and market environment at the local and global levels. Particularly important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate or tax regulation (Chefﬁns and Thomas, 2004).Driven by these changes in the institutional and market environment, we observe a global trend toward the “Americanization of international pay practices,” characterized by high incentives and very lucrative compensation mechanisms (e.g., Chefﬁns, 2003; Chefﬁns and Thomas,2004).Ironically, the spread of the US pay paradigm around the world happens when it is hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incenti ve plans (Chefﬁns and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive very lucrative compensation packages. The ’80s and ’90s saw an increasing disparity between CEO’s pay and that of rank-and-ﬁle workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’ and executives’ compensation are annual bonuses and, above all, stock option gra nts (Conyon and Murphy, 2000). Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of the firm’s value (Bebchuk et al., 2002; Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK.The choice to investigate this phenomenon in Italy relies on the following arguments. First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK. Second, ownership structure and governance practices in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments un til the end of the ’90s.Our goal is to compare the explanatory power of three competing views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influence the pay process for their own benefit (Bebchuk et al., 2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons why Italian listed companies adopted equity incentive plans since the end of the ’90s. To gain a deep understanding of the phenomenon, we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e., technical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-of-means statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’ characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adopted to take advantage of large tax benefits, and that in some occasions they may have been used by controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. On the one hand, they declared that plans were aimed to align shareholders’ and managers’ interests and incentive value creation. On the other hand, thanks to the lack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders –for their implicit alignment of interests and incentive to value creation –without implying a substantive improvement of governance practices.2.Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001). Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their activism. Finally, the stock market is relatively small and undeveloped, and the market for corporate control is almost absent (Bianco, 2001). In short, the Italian governance system can b e described as a system of “weak managers, strong blockholders, and unprotected minority shareholders” (Melis, 2000: 354).The board of directors is traditionally one tier, but a shareholders’ general meeting must appoint also a board of statutory auditors as well whose main task is to monitor the directors’ performance (Melis, 2000). Further, some studies published in the ’90s showed that the board of directors was under the relevant influence of large blockholders. Both inside and outside directors were in fact related to controlling shareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of top managers’ remuneration, and incentive schemes linked to reaching medium to long term company goals have never been widely used (Melis, 1999). Equity incentive schemes adopted by Italian companies issue stocks to all employees unconditionally for the purpose of improving the company atmosphere and stabilizing the share value on the Stock Exchange. Only very few can be compared with stock option plans in the true sense of the term. Even in this case, however, directors and top managers were rarely evaluated through stock returns, because of the supposed limited ability of the Italian stock market to measure firm’s performance (Melis, 1999).3.The Evolution of Italian Institutional ContextThe institutional context in Italy has evolved radically in the last decade, creatingthe possibility for the dissemination of equity incentive plans. The main changes regarded the development of commercial law, the introduction and updating of the code of good governance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commercial law (1998, 2003, and 2005) and the introduction (1999) and update (2002) of the national code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006). Financial markets and corporate law reforms improved the efficiency of the Stock Exchange and created an institutional environment more favorable to institutional investors’ activism (Bianchi and Enriques, 2005). At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. These reforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentive plans. Both the white paper of the Ministry of the Industry and Foreign Commerce and the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creation culture in Italian companies. Furthermore, in 1997 fiscal regulations were enacted allowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance of new stocks to employees by an employer or another company belonging to the same group did not represent compensation in kind for income tax purposes (Autuori 2001). In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued to favor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plans became widely diffused among Italian listed companies at the end of the ’90s (Z attoni,2006). Ironically, the diffusion of these instruments – in Italy and in other countries, such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005), and Japan (Nagaoka, 2005) – took place when they were strongly debated in the US for their unpredicted consequences and the malpractices associated with their use (Bebchuk et al., 2002).4.The Rationales Explaining the Adoption of Equity Incentive PlansEquity incentive plans are a main component of executive compensation in the US. Their use is mostly founded on the argument that they give managers an incentive to act in the shareholders’interests by providing a direct link between their compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyond that, equity incentive plans also have other positive features, as they may contribute to the attraction and retention of highly motivated employees, encourage beneficiaries to take risks, and reduce direct cash expenses for executive compensation (Hall and Murphy, 2003).Despite all their positive features, the use of equity incentive plans is increasingly debated in the US. In particular, critics question their presumed effectiveness in guaranteeing the alignment of executives’ and shareholders’ interests. They point out that these instruments may be adopted to fulfill other objectives, such as to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or even to achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002). In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimal contracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk et al., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packages are designed to minimize agency costs between top managers (agents) and shareholders (principals) (Jensen and Meckling, 1976). The boards of directors are effective governance mechanisms aimed at maximizing shareholder value and the topmanagement’s compensation scheme is designed to serve this objective (Fama and Jensen, 1983). Providing managers with equity incentive plans may mitigate managerial self-interest by aligning the interests of managers and shareholders (Jensen and Meckling, 1976). Following the alignment rationale, equity incentives may improve firm performance, as managers are supposed to work for their own and sh areholders’ benefit (Jensen and Murphy, 1990). In short, these instruments are designed to align the interests of managers with those of shareholders, and to motivate the former to pursue the creation of share value (Jensen and Murphy, 1990).4.1 the principle of equity incentiveManagers and shareholders is a delegate agency relationship managers operating in assets under management, shareholders entrusted. But in fact, in the agency relationship, the contract between the asymmetric information, shareholders and managers are not completely dependent on the manager's moral self-discipline. The pursuit of the goals of shareholders and managers is inconsistent. Shareholders want to maximize the equity value of its holdings of managers who want to maximize their own utility, so the "moral hazard" exists between the shareholders and managers, through incentive and restraint mechanisms to guide and limit the behavior of managers.In a different way of incentives, wages based on the manager's qualification conditions and company, the target performance of a predetermined relatively stable in a certain period of time, a very close relationship with the company's target performance. Bonuses generally super-goal performance assessment to determine the part of the revenue manager performance is closely related with the company's short-term performance, but with the company's long-term value of the relationship is not obvious, the manager for short-term financial indicators at the expense of the company long-term interests. But from the point of view of shareholders' investment, he was more concerned with long-term increase in the value of the company. Especially for growth-oriented companies, the value of the manager's more to reflect the increase in the company's long-term value, rather than just short-term financialindicators.In order to make the managers are concerned about the interests of shareholders need to make the pursuit of the interests of managers and shareholders as consistent as possible. In this regard, the equity incentive is a better solution. By making the manager holds an equity interest in a certain period of time, to enjoy the value-added benefits of equity risk in a certain way, and to a certain extent, you can make managers more concerned about the long-term value of the company in the business process. Equity incentive incentive and restraint to prevent short-term behavior of the manager, to guide its long-term behavior.4.2 Equity Incentive mode(1) The performance of stockRefers to a more reasonable performance targets at the beginning of the year, if the incentive object to the end to achieve the desired goal, the company granted a certain number of shares or to extract a reward fund to buy company stock. The flow of performance shares realized that usually have the time and number restrictions. Another performance of the stock in the operation and role relative to similar long-term incentive performance units and performance stock difference is that the performance shares granted stock, performance units granted cash.(2) stock optionsRefers to a company the right to grant incentive target incentive object can purchase a certain amount of the outstanding shares of the Company at a predetermined price within a specified period may be waived this right. The exercise of stock options have the time and limit the number of cash and the need to motivate the objects on their own expenditure for the exercise. Some of our listed companies in the application of virtual stock options are a combination of phantom stock and stock options, the Company granted incentive object is a virtual stock options, incentive objects rights, phantom stock.(3) virtual stockThat the company awarded the incentive target a virtual stock incentive objectswhich enjoy a certain amount of the right to dividends and stock appreciation gains, but not ownership, without voting rights, can not be transferred and sold, expire automatically when you leave the enterprise.(4) stock appreciation rightsMeans the incentive target of a right granted to the company's share price rose, the incentive object can be obtained through the exercise with the corresponding number of stock appreciation gains, the incentive objects do not have to pay cash for the exercise, exercise, get cash or the equivalent in shares of companies .(5) restricted stockRefers to the prior grant incentive target a certain number of company shares, but the source of the stock, selling, etc. There are some special restrictions, generally only when the incentive object to accomplish a specific goal (eg, profitability), the incentive target in order to sell restricted stock and benefit from it.(6) The deferred paymentRefers to a package of salary income plan designed to motivate object, which part of the equity incentive income, equity incentive income was issued, but according to the fair market value of the company's shares to be converted into the number of shares after a certain period of time, the form of company stock or when the stock market value in cash paid to the incentive target.(7) the operator / employee-ownedMeans the incentive target to hold a certain number of the company's stock, the stock is a free gift incentive target, or object of company subsidy incentives to buy, or incentive target is self-financed the purchase. Incentive objects can benefit from appreciation in the stock losses in the devaluation of the stock.(8)Management / employee acquisitionMeans to leverage financing to the company's management or all employees to purchase shares of the Company, to become shareholders of the Company and other shareholders of risk and profit sharing, to change the company's ownership structure, control over the structure and asset structure, to achieve ownership business.(9) The book value appreciation rightsDivided into specific buy and virtual two. Purchase type refers to the incentive target in the beginning of the period per share net asset value of the actual purchase of a certain number of shares, end of period value of the net assets per share at the end of the period and then sold back to the company. Virtual type incentive target in the beginning of the period without expenditure of funds granted by the Company on behalf of the incentive target a certain number of shares calculated at the end of the period, according to the increment of the net assets per share and the number of shares in the name of the proceeds to stimulate the object, and accordingly to incentive target payment in cash.外文文献译文股权激励计划在意大利上市公司扩散1.引言过去的研究揭示了管理者薪酬在盎格鲁撒克逊国家和其他国家相比的差异（例如，贝舒克，弗莱德和瓦尔克，2002；柴芬斯和托马斯，2004；萨特尼，2007）。

上市企业经营绩效与高管薪酬激励研究外文文献翻译

文献出处: Firth M. The study on operating performance of listed companies and executive compensation incentive [J]. Journal of Corporate Finance, 2015，12（5）41-51.原文The study on operating performance of listed companies and executive compensationincentiveFirth MAbstractExecutive compensation problems is the result of modern enterprise ownership and control separated, target inconsistency exists between the owners and executives, the problem such as asymmetric information, the complexity and uncertainty of modern enterprise operation is exacerbated by the seriousness of this problem, and through the contract signed with executive compensation performance, design and implement a good compensation plan can effectively solve the above problems. In today's knowledge economy, the competition between enterprises is actually the competition between talents, executives, especially excellent executives has become the core of enterprise resources, in view of the particularity of human capital of executives, executives how to effectively motivate, attract and promote the interests of the enterprise has become the key to enterprise development, and executive pay is playing such a role.Keywords: Executive compensation, Business performance, Listed Company1 IntroductionSeparate ownership and control is modern enterprise the most significant characteristics (Bale and Means, 1932).The shareholders of the owners in an enterprise have the final property ownership and the residual claims, but often there is no direct management control. Business management on behalf of the owner of control, but don't take the final decision. In the case of two rights separation is as the main body of the ownership as the main operational control shareholders and the enterprise management to form a layer between the principal-agent relationships. According to rational economic man hypothesis, the principal (owner) and the agent(management) have different between the objective function, at the same time, there exists a phenomenon of information asymmetry, the company's senior managers there is power and ability to implement on-the-job consumption "opportunistic behavior", which came at the expense of the interests of the owners at the expense of, is also the focus of the agency cost, reflect, it requires enterprises to establish an effective mechanism of incentive and constraint. By the implementation of these mechanisms can excite the work enthusiasms of agent, and can minimize the agency cost of the enterprise, so as to realize the "win-win" between principal and agent. Human society has begun to enter the knowledge economy era, the executives with high and new technical knowledge and skills has become the key to the development of enterprises, enterprises in the market competition is talented person's competition, in today's increasingly internationalized talent flow speed and, utmost respect talented person, is the key to enterprises in the competition occupy the initiative. Therefore, the enterprise owners how to through a set of incentive constraint mechanism to arouse the enthusiasm of executives, minimize agency costs, has become the key problem in the principal-agent relationship.2 Literature reviewIn the 90 s and 1980 s executive compensation has become an important field of academic research, the current executive compensation research literature is largely based on agency theory as the theoretical basis; it requires managers pay package design should make the interests of the managers consistent with the interests of shareholders. Multiple theory school of scholars use all kinds of data on compensation performance problems made all kinds of inspection. But neither empirical results are consistent with theoretical predictions, there is conflict between each other. Such as Belkaoui and Picur (1993), Koehhar and Levitas (1998) and Gray and Canella (1997) study showed that the correlation coefficient between CEO pay and company size to 0.1 at lower, the level of 0.110 and 0.170, and Boyd (1994), Finke1SteinandB.Yd (1998) and Sander and Carpenter (1998) argues that between the correlation coefficient is 0.62, 0.50 and 0.42.The same conflict results also exist in the research about the relation between pay performance. Like Finkelstein and Boyd (1998) foundthat return on equity (ROE) with monetary compensation and long-term returns between the correlation coefficient is 0.13 and 2.03 respectively; Johnson (1982) found that the correlation coefficient of 0.003.And Belliveau, Reilly and Wade (1996) found that CEO pay with ROE correlation coefficient of 0.410.Gomez Mejia (1994), the empirical study summarized: "although the empirical study of CEO pay a dime a dozen, but we know very little about executive remuneration or. “Many causes of the difference of the results of the study: the different data sources, different statistical techniques, different samples and different control variables, etc.Most of the empirical study in the United States listed companies as samples, mainly to pay as the research object, and given priority to with big companies. In the empirical study, Jensen and Murphy (1990) widely cited in the literature, since 90, and most of the empirical research in accordance with its research paradigm. In this article has pioneering meaning in the literature, they estimated the 1295 companies between 1974 and 1986 of 10400 senior managers compensation performance sensitivity, results show that the shareholder wealth of $1000 per change, CEO of wealth will be $3.25 move together. Lippert and Moore (1994) found that the pay performance sensitivity significantly negative correlation with growth, industry control, scale, and with the internal and the institutional investors holding and the term is not relevant. LIPPert and Moore (1995) found that the pay performance sensitivity to low the company has more independent directors or stronger shareholder control. MeConaughy and Mishra (1996) found that sensitivity associated with the company's future performance. The research is on compensation performance sensitivity calculation with Jensen and Murhpy computing (1990).With Jensen and Murhpy (1990) study of pay levels are different. Other documents against U.S. companies pay structures were studied. Genhart and Milkovich (1990) analysis of the more than 200 enterprises, 14000 senior and mid-level managers' pay, found that managers' pay and performance related and wages are not related. Their results also showed that mixed compensation levels and future profitability is related. Their contribution is caused people's understanding to pay structure. Similarly, Leonard (1990) have found S0 s long-term incentive plans ofthe company than the company has a long-term incentive plans, there are a higher return on equity (ROE).Hamid Mehran (1995) on a random sample of 153 manufacturing companies in 1979-1980 executive pay the inspection support incentive compensation claims, but also shows the level of motivation rather than the form of motivation to inspire the motivation of managers to increase the value of the company. Corporate performance with management ownership and equity incentive is in proportion to the total compensation level of positive correlation. He also found that equity-based compensation in the company of outside directors more applied more widely. In the end or by outside big shareholders higher insider ownership of company Ricky is in less equity compensation applications.3 Theoretical foundation of the executive compensation3.1 The principal-agent theoryIn the early days of the private enterprise, the enterprise owners or operators of the two functions, so as long as the owners are rational economic man, he will actively work for their own enterprise profit maximization, at the same time as the enterprise risk takers, he will be careful decisions, try to avoid risk. In classical enterprises, therefore, there is no power shortage and behavior distortion problem. However, with the deepening of socialized big division of labor, the production of modern enterprise system, enterprise's ownership and operation separate, its separation and led to the emergence of the principal and agent relationship, both are driven by their own interests, as the manager of the enterprise owners want as agent of the principal researchers to their own interests targeting action in accordance with the owners. And managers also is own expected utility maximization as the goal, so that both the goal of the inconsistency.3.2 The human capital theoryFrom the Angle of economics to study the compensation problem, main is to pay as senior executives in the Labor market price. In labor economics, the compensation decision mechanism on the Labor market mainly is the human capital theory. The economic activities of listed companies in the final analysis is conducted by people, the economic efficiency of listed companies in the final analysis depends on people'senthusiasm. Economic history shows that, under different institutional arrangements, the person of ability and hard work, especially the potential and creativity is the fundamental symbol of success for an enterprise system is good or bad. Therefore, economic efficiency of listed companies, the human capital property rights problems and natural economic behavior is the foundation of can't avoid. Property rights established the significance, is to make the economic behavior of the internalization of external effects, so as to produce the stimulation of strong momentum. A property rights system, therefore, the strength of the economic incentive function, mainly with the efforts of the economic subject is associated with the proximity of remuneration. Top management is the most important role in the development of modern enterprises, executive personnel is the enterprise decision makers, leaders and commanders, is the soul of the enterprise, is a leader in the development of enterprises, therefore is also an important force in China's economic and social development. Grew up in a special environment during the transition period of our country in the top management, than the business operators in the market economy country pressure is bigger, heavier burden. Especially the burden of the senior executives of state-owned enterprises with the development of the enterprise solution and two pairs of heavy burden, they want to pay more than the number of times the energy often, previously unimaginable responsibility and risk. Therefore, should recognize the importance of enterprise senior management personnel. Establish training, selection and use of enterprise management mechanism, giving them reasonable compensation.3.3 Equity theoryProblems from the Angle of psychology to study senior managers' pay mainly will be paid as a method that can meet the demand of senior executives inner and elements, to encourage executives to work enthusiasm and initiative, to improve executive performance from the individual level. In the psychology of motivation theory, the design of compensation and compensation management is based on the theory of influential Stacy Adams equity theory. Adams fair theory, the staff would first think about the ratio of their income to pay, and then will his income pay comparing with relevant income pay others. If employees feel him with others of thesame, the ratio of thought is to the state fair. If both feel not the same, the ratio of injustice are produced, namely, they may think their income is too low or too high. After this injustice, the staff will try to correct it.3.4 Strategic compensation theoriesTo think from the perspective of management, enterprises pay problem, more attention is pay management support for the enterprise strategic goals, namely how to through the compensation system to effectively help enterprises to gain a competitive advantage. About compensation management how to support the enterprise strategic target, this is the main content of the strategic compensation system design. The so-called strategic compensation, it is to point to will pay up to the enterprise strategic level, to thinking through what kind of compensation policies and compensation management system to support enterprise competitive strategy, and help enterprises to gain competitive advantage.4 The design principle of executive compensation system4.1 Principles of pay and performanceOptimal executive compensation design is the executive compensation and its operation performance, the compensation depends on the company's operating results, the design should follow the principle of the main executive compensation scheme. This principle is the principle of balance between the interests of the owner and operator. Because follow this principle, the owner and operator revenue the stand or fall of same direction as the firm's performance. Business is business risk, managers' compensation and corporate business performance has a direct relationship. Considering the operators are people too, also want to maintain family and their own survival. Considering the uncertainties of doing business at the same time, if the executive compensation and its business performance, completely will take too much risk. As a result, the executive compensation can be divided into two parts: part of the fixed income, the amount is able to maintain their personal and family life, have insurance effect. Part is risk income, completely and enterprise performance, good management can be even more greatly than the fixed income part, make its income risk, incentive role.4.2 Effective incentive principlesModern enterprise system, the organization (shareholders) and individual (senior management) is a kind of principal-agent relationship. Incentive is to strengthen and accordance of individual behavior, organizational goals, in other words, is to guide individual behavior maximize the development to achieve organizational goals. Due to corporate executives is a special company employees, has the position of privilege, enjoy "on-the-job consumption", it brought outside the regular salary incentive to executives to meet the material benefits, this need to some extent, belongs to the fair in Adams fair theory. However, in many state-owned enterprises, on-the-job consumption often goes far beyond a reasonable level, showing a high cost of self-motivation. And stands in stark contrast to the executive pay, some executive’s on-the-job consumption optional the gender is strong, too much abuse, even in a state of out of control. Has issued relevant laws and regulations, shall be forbidden.4.3 Effective restriction principleExecutives is an enterprise's decision-making and operators directly, plays an vital role in the fate of the enterprise, if in the design of enterprise organization system, lack of necessary and effective supervision and restriction mechanism, will likely agent risk. On entrepreneur behavior with some restrictions, these constraints are usually the behavior rule, violating these rules will be punished. Constraint mechanism has defined the entrepreneur behavior, the role of maintaining the order of economic activities, for the standardization of the enterprise behavior, economic and social benign operation has an indispensable positive function.译文上市企业经营绩效与高管薪酬激励研究Firth M摘要高管薪酬问题的产生源于现代企业所有权和控制权的相互分离，所有者与公司高管之间存在着目标不一致、信息不对称等问题，现代企业经营的复杂性和不确定性更是加剧了这一问题的严重性，而通过与高管签订薪酬绩效契约，设计和执行一份良好的薪酬方案可以有效地解决上述问题。

股权激励外文文献【中英对照】

外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies 1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk, Fried and Walker, 2002; Chefﬁns and Thomas, 2004; Zattoni, 2007). In the UK and, above all in the US, remuneration encompasses a variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000). In other countries, however, fixed wages have always been the main ingredient in top managers’ pay schemes. Over time, variable short-term pay has become more substantial and the impact of fringe benefits has gradually grown. Notwithstanding, incentives linked to reaching medium to long-term company goals have never been widely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-term incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changes in the institutional and market environment at the local and global levels. Particularly important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate or tax regulation (Chefﬁns and Thomas, 2004). Driven by these changes in the institutional and market environment, we observe a global trend toward the “Americanization of international pay practices,〞characterized by high incentives and very lucrative compensation mechanisms (e.g., Chefﬁns, 2003; Chefﬁns andThomas, 2004).Ironically, the spread of the US pay paradigm around the world happens when it is hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incentive plans (Chefﬁns and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive very lucrative compensation packages. The ’80s and ’90s saw an increa sing disparity between CEO’s pay and that of rank-and-ﬁle workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’ and executives’ compensation are annual bonuses and, above all, stock option grants (Conyon and Murphy, 2000). Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of the firm’s value (Bebchuk et al., 2002; Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK.The choice to investigate this phenomenon in Italy relies on the following arguments. First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK. Second, ownership structure and governance practices in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments until the end of the ’90s.Our goal is to compare the explanatory power of three competing views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influence the pay process for their own benefit (Bebchuk et al., 2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons why Italian listed companies adopted equity incentive plans since the end of the ’90s. To gain a deep understanding of the phenomenon, we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e., technical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-of-means statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’ characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adopted to take advantage of large tax benefits, and that in some occasions they may have been used by controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. On the one hand, they declared that plans were aimed to align shareholders’ and managers’ interests and in centive value creation. On the other hand, thanks to the lack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders –for their implicit alignment of interests and incentive to value creation –without implying a substantive improvement of governance practices.2.Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001). Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their activism. Finally, the stock market is relatively small and undeveloped, and the market for corporate control is almost absent (Bianco, 2001). In short, the Italian governance system can be described as a system of “weak managers, strong blockholders, and unprotected minority shareholders〞(Melis, 2000: 354).The board of directors is tra ditionally one tier, but a shareholders’ general meeting must appoint also a board of statutory auditors as well whose main task is to monitor the directors’ performance (Melis, 2000). Further, some studies published in the ’90s showed that the board of di rectors was under the relevant influence of large blockholders. Both inside and outside directors were in fact related to controlling shareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of top managers’ remuneration, and incentive schemes linked to reaching medium to long term company goals have never been widely used (Melis, 1999). Equity incentive schemes adopted by Italian companies issue stocks to all employees unconditionally for the purpose of improving the company atmosphere and stabilizing the share value on the Stock Exchange. Only very few can be compared with stock option plans in the true sense of the term. Even in this case, however, directors and top managers were rarely evaluated through stock returns, because of the supposed limited ability of the Italian stock market to measure firm’s performance (Melis, 1999).3.The Evolution of Italian Institutional ContextThe institutional context in Italy has evolved radically in the last decade, creatingthe possibility for the dissemination of equity incentive plans. The main changes regarded the development of commercial law, the introduction and updating of the code of good governance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commercial law (1998, 2003, and 2005) and the introduction (1999) and update (2002) of the national code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006). Financial markets and corporate law reforms improved the efficiency of the Stock Exchange and created an institutional environment more favorable to institutional investors’ activism (Bianchi and Enriques, 2005). At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. These reforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentive plans. Both the white paper of the Ministry of the Industry and Foreign Commerce and the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creation culture in Italian companies. Furthermore, in 1997 fiscal regulations were enacted allowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance of new stocks to employees by an employer or another company belonging to the same group did not represent compensation in kind for income tax purposes (Autuori 2001). In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued to favor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plans became widely diffused among Italian listed companies at the end of the ’90s (Zattoni,2006). Ironically, the diffusion of these instruments – in Italy and in other countries, such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005), and Japan (Nagaoka, 2005) – took place when they were strongly debated in the US for their unpredicted consequences and the malpractices associated with their use (Bebchuk et al., 2002).4.The Rationales Explaining the Adoption of Equity Incentive PlansEquity incentive plans are a main component of executive compensation in the US. Their use is mostly founded on the argument that they give managers an incentive to act in the shareholders’interests by providing a direct link between their compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyond that, equity incentive plans also have other positive features, as they may contribute to the attraction and retention of highly motivated employees, encourage beneficiaries to take risks, and reduce direct cash expenses for executive compensation (Hall and Murphy, 2003).Despite all their positive features, the use of equity incentive plans is increasingly debated in the US. In particular, critics question their presumed effectiveness in guaranteeing the alignment of executives’ and shareholders’ interests. They point out that these instruments may be adopted to fulfill other objectives, such as to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or even to achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002). In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimal contracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk et al., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packages are designed to minimize agency costs between top managers (agents) and shareholders (principals) (Jensen and Meckling, 1976). The boards of directors are effective governance mechanisms aimed at maximizing shareholder value and the topmanagement’s compensati on scheme is designed to serve this objective (Fama and Jensen, 1983). Providing managers with equity incentive plans may mitigate managerial self-interest by aligning the interests of managers and shareholders (Jensen and Meckling, 1976). Following the alignment rationale, equity incentives may improve firm performance, as managers are supposed to work for their own and shareholders’ benefit (Jensen and Murphy, 1990). In short, these instruments are designed to align the interests of managers with those of shareholders, and to motivate the former to pursue the creation of share value (Jensen and Murphy, 1990).4.1 the principle of equity incentiveManagers and shareholders is a delegate agency relationship managers operating in assets under management, shareholders entrusted. But in fact, in the agency relationship, the contract between the asymmetric information, shareholders and managers are not completely dependent on the manager's moral self-discipline. The pursuit of the goals of shareholders and managers is inconsistent. Shareholders want to maximize the equity value of its holdings of managers who want to maximize their own utility, so the "moral hazard" exists between the shareholders and managers, through incentive and restraint mechanisms to guide and limit the behavior of managers.In a different way of incentives, wages based on the manager's qualification conditions and company, the target performance of a predetermined relatively stable in a certain period of time, a very close relationship with the company's target performance. Bonuses generally super-goal performance assessment to determine the part of the revenue manager performance is closely related with the company's short-term performance, but with the company's long-term value of the relationship is not obvious, the manager for short-term financial indicators at the expense of the company long-term interests. But from the point of view of shareholders' investment, he was more concerned with long-term increase in the value of the company. Especially for growth-oriented companies, the value of the manager's more to reflect the increase in the company's long-term value, rather than just short-term financialindicators.In order to make the managers are concerned about the interests of shareholders need to make the pursuit of the interests of managers and shareholders as consistent as possible. In this regard, the equity incentive is a better solution. By making the manager holds an equity interest in a certain period of time, to enjoy the value-added benefits of equity risk in a certain way, and to a certain extent, you can make managers more concerned about the long-term value of the company in the business process. Equity incentive incentive and restraint to prevent short-term behavior of the manager, to guide its long-term behavior.4.2 Equity Incentive mode(1) The performance of stockRefers to a more reasonable performance targets at the beginning of the year, if the incentive object to the end to achieve the desired goal, the company granted a certain number of shares or to extract a reward fund to buy company stock. The flow of performance shares realized that usually have the time and number restrictions. Another performance of the stock in the operation and role relative to similar long-term incentive performance units and performance stock difference is that the performance shares granted stock, performance units granted cash.(2) stock optionsRefers to a company the right to grant incentive target incentive object can purchase a certain amount of the outstanding shares of the Company at a predetermined price within a specified period may be waived this right. The exercise of stock options have the time and limit the number of cash and the need to motivate the objects on their own expenditure for the exercise. Some of our listed companies in the application of virtual stock options are a combination of phantom stock and stock options, the Company granted incentive object is a virtual stock options, incentive objects rights, phantom stock.(3) virtual stockThat the company awarded the incentive target a virtual stock incentive objectswhich enjoy a certain amount of the right to dividends and stock appreciation gains, but not ownership, without voting rights, can not be transferred and sold, expire automatically when you leave the enterprise.(4) stock appreciation rightsMeans the incentive target of a right granted to the company's share price rose, the incentive object can be obtained through the exercise with the corresponding number of stock appreciation gains, the incentive objects do not have to pay cash for the exercise, exercise, get cash or the equivalent in shares of companies .(5) restricted stockRefers to the prior grant incentive target a certain number of company shares, but the source of the stock, selling, etc. There are some special restrictions, generally only when the incentive object to accomplish a specific goal (eg, profitability), the incentive target in order to sell restricted stock and benefit from it.(6) The deferred paymentRefers to a package of salary income plan designed to motivate object, which part of the equity incentive income, equity incentive income was issued, but according to the fair market value of the company's shares to be converted into the number of shares after a certain period of time, the form of company stock or when the stock market value in cash paid to the incentive target.(7) the operator / employee-ownedMeans the incentive target to hold a certain number of the company's stock, the stock is a free gift incentive target, or object of company subsidy incentives to buy, or incentive target is self-financed the purchase. Incentive objects can benefit from appreciation in the stock losses in the devaluation of the stock.(8)Management / employee acquisitionMeans to leverage financing to the company's management or all employees to purchase shares of the Company, to become shareholders of the Company and other shareholders of risk and profit sharing, to change the company's ownership structure, control over the structure and asset structure, to achieve ownership business.(9) The book value appreciation rightsDivided into specific buy and virtual two. Purchase type refers to the incentive target in the beginning of the period per share net asset value of the actual purchase of a certain number of shares, end of period value of the net assets per share at the end of the period and then sold back to the company. Virtual type incentive target in the beginning of the period without expenditure of funds granted by the Company on behalf of the incentive target a certain number of shares calculated at the end of the period, according to the increment of the net assets per share and the number of shares in the name of the proceeds to stimulate the object, and accordingly to incentive target payment in cash.外文文献译文股权鼓励方案在意大利上市公司扩散过去的研究提醒了管理者薪酬在盎格鲁撒克逊国家和其他国家相比的差异〔例如，贝舒克，弗莱德和瓦尔克，2002；柴芬斯和托马斯，2004；萨特尼，2007〕。

毕业论文外文文献翻译-上市公司股权激励问题研究论文文献翻译-中英文论文对照翻译

中文3400字外文文献原文题目：上市公司股权激励问题研究Listed Companies Incentive Research1、Overview of equity incentive1.1 The definition of equity incentiveEquity incentive is obtained in the form of company shares by operators to give business owners a certain economic rights, enabling them to participate in corporate decision-making capacity as shareholders ﹑ risk, profit-sharing, so that due diligence services for the company's long-term development of an incentive method .1.2 The role of incentive stock options1.2.1 The incentivesSo be excited owned a minority share of enterprises with equity this link will be excited with the interests of those companies closely tied together, to achieve long-term incentive for operators to enable them to actively andconsciously in accordance with established enterprise requires that the target in order to achieve corporate interests and maximize the interests of shareholders and work hard, releasing the potential value of their human capital, improve capital operational efficiency, increase productivity, enhance cohesion and minimize monitoring costs.1.2.2 Confinement effectConstraints role is mainly manifested in two aspects, one is excited because the owner has been formed by "a prosperity, a loss for both sides," the interests of the community, if the operators do not work hard or because of other reasons, to the detriment of the interests of enterprises, such as the emergence losses, the operators jointly with other shareholders share the same loss of business; the second is through a number of constraints (such as restricted stock) so that those who can not lightly be excited to leave --- if they are excited by leaving before the contract expires, it will lost a small fortune vested economic interests. 3. Stability and winSince the equity incentive tools for incentive target vesting conditions are included with limited service period,it can not easily leave. Especially for executives and technology backbone, the backbone of sales and other "key employees" equity incentive efforts tend to be larger, so the equity incentive for stability "key employees" role is relatively obvious. Enterprises and employees to achieve a long-term stable cooperation, combining to form a community of interests and win-win for individuals and businesses.2、The problem and cause analysis of listed companies equity incentive2.1 A listed company equity incentive Problems2.1.1 The implementation of restricted stock incentiveFrom December 20, 2007 start of the second batch of incentive, a total of 26 listed companies announced equity incentive plan, as of the end of 2008 all 26 company's share price fell below the exercise price. But unlike 2008, in 2009 only two companies to cancel and deny the equity incentive plan. 2008 between a high proportion of the company proposed a termination causes the implementation of restricted stock incentive plan, mapping out from the other side, there are some issues of equity incentive implementation process inevitable.2.1.2 Assessment of equity incentive target singleFound from the table below, the vast majority of listed companies is currently the object of the assessment is based on incentive-based accounting indicators, and most of the company adopted the 2-3 financial indicators, ie mainly in the net profit growth, return on net assets was the main indicators. Presence resign cash incentive target behavior. Along with executives of listed companies is a large number of equity incentive boom executives to resign cash. 2007 Annual Report of the shares of three flowers disclosures show that in March 2006 the resignation of a former vice president of the company, two directors, 2007 were reduced holdings of shares held by all three spent 88.83 million shares and 50.10 million shares; the company's former chairmanin April 2007 resigned as chairman and director, 5,650,000 shares of its order, "senior shares" form has been automatically locked unlocked in the November 9, 2007, to obtain tradable. Although executives of listed companies can not assert that the main reason for the resignation is to cash in, but does have a large number of shares of a listed company but does not have a controlling interest motives executives exhibited strong cash holdings worth alert.2.2 Equity Incentive Cause Analysis of Listed Companies2.2.1 The stock option exercise price is set improperly influence the incentive effectStock option plan can achieve the incentive for operators as well as the degree of excitation depends on the development of the exercise price, the exercise price and the right line again equity incentive is based on the company's stock price. When the market effectively, operators work hard to enable enterprises to enhance the performance, stock prices can reflect this change, the operator will be able to profit through the exercise of stock options and therefore be able to achieve excitationfunction. If the market is not valid, the stock prices on the operator's operating performance and business value is not sensitive to reflect or even negative changes in the stock price depends not only on factors that efforts managers themselves, macroeconomic, industry and other effects on stock prices are very large, which there may be significant variation in the development of the exercise price, the operator may operate through efforts to improve the performance of the company, after rising corporate value, while the stock price has not fully reflected, which would harmthe interests of the operator's option dampen their enthusiasm. Therefore, the price should be set at Excluding the impact of stock option system factors, overall economic fluctuations during dynamic exercise price is determined, enhance the effectiveness of incentive stock options.2.2.2. The enterprise performance evaluation system is imperfectCurrently launched equity incentive program, the factors considered by the operator performance evaluation is not comprehensive, focused primarily on the evaluation of financial performance (using only the financial indicators), indicator is relatively simple, almost are ROE and net profit growth for the evaluation. Financial evaluation reflect only the results do not reflect the process will result in an excessive focus on the history of corporate management, and the lack of future performance prediction, one-sided pursuit of profitability temporarily obtain and maintain short-term financial results, contributing to its quick success and short-term speculative behavior . So that investors can not fully understand the business situation is not conducive to optimal allocation of capital, partly the result of excessivefocus on financial performance of the enterprise, while ignoring relevant matters affecting the long-term development of enterprises. Therefore, in the assessment and evaluation of incentive targets should also be added to the non-financial indicators.2.2.3 Equity Incentive mechanism is not perfectInternal governance structure of listed companies is a bit confusing, ownership of the property rights system resulting in the absence of confusion, a lot of executive directors of listed companies to participate in the decision-making of the Remuneration Committee, the Chairman of the Remuneration Committee led by the chairman or part-time parent, that the development of Executive Incentive Plan members of the "remuneration Committee" overlap with senior executives enjoy incentives, in essence, become his own incentive to develop their own standards.Makers with the incentive target equity incentive plan no separation, coupledwith the lack of effective supervision of shareholders, resulting in a lower equity incentive threshold, executives were generally enjoy the incentive, equity incentive becomes a disguised equity dividends. In the designof the exit mechanism and associated restrictions on the more relaxed, equity incentive shorter validity period, executives in the short term will be able to get a lot of benefits through exercise, a phenomenon with a long-term equity incentives contrary, so China's listed companies equity incentive plan for internal constraints useless.3、The shares of listed companies the incentive problem solving strategies3.1 Improve the corporate governance structureCorporate governance is imperfect, the introduction of equity incentive under "internal control", the operators set their own salary for a given situation stocks, damage to the company and shareholders interests inevitable. Sound corporate governance structure of listed companies is an important basis for the healthy operation of the system, but also the role of equity incentives necessary condition for the establishment of an independent director system, supervisory board on major issues of personnel, payroll, and other strategic decisions of legality, impartiality, independence; set up a board system to ensure that the overall interests of the internal corporate governance-related decision-makinglevel, the Board of Directors for the company, but also to ensure the supervision of the management of the Executive Board of the effectiveness of decision-making and more; the establishment of internal control system, the business activities of the enterprise to effectively control ; set up an audit committee system of internal financial operation mechanism effectively regulated. In order to avoid the Supervisory Board and board personnel due to the long "run" so that constraint failure, the Board of Supervisors should adopt the rotation system, every three years or five years to conduct a personnel adjustments.3.2 Improve the independent director systemChina's listed companies are hired basically independent directors of listed company's internal business play a supervisory role, but the time of the introduction of the independent director system is short, various ancillary systems and the external environment is not perfect, to a certain extent, restricted its full play. Many companies are major shareholders or management proposed by the independent director candidates to the Board, on behalf of the board of directors nominated again, this mechanism is difficult toguarantee the nomination of independent directors independent of the major shareholders and management, independent directorsindividual independence and the independence of the whole affected, resulting in weakening of the board control. There are a lot of independent directors lack experience in corporate management, are not familiar with the operation of the enterprise, it is difficult to assume the important task of supervising the business operation, but also for a variety of considerations listed companies, try not to provide less detrimental to the company's offer information, even deliberately not notified of independent directors to attend board meetings, causing the independent directors can not get enough information, resulting in right of independent directors is difficult to be assured that it is difficult to play its role.3.3 The implementation of the concept of corporate culture Incentive3.3.1 Shaping corporate culture inspired by the spirit.Corporate culture is the sum of the spirit of enterprise culture, institutional culture and material culture, is suitable for the characteristics of the philosophy of theorganization long-term business development process gradually, due to the excellent corporate employees can bring a strong sense of belonging, pride and positive mental state, so the corporate culture has become an important means of shaping contemporary entrepreneurship incentives. After the employee into the enterprise, regular staff training enterprise value, philosophy and often organized team activities within the enterprise, enhance the sense of honor, so that employees truly appreciate the individual and the collective community formation, so that employees have the power to dedicate to companies contribute their abilities.3.3.2 The use of corporate contributions to enhance their sense of belonging value methodEnhance their sense of belonging to the cumulative contribution value by establishing enterprise employees archives way, every employee will be set into the enterprise's contribution to the value of their corporate archives, unified management by the Ministry of Personnel. Companies must have a complete evaluation system, the basic idea is the contribution of staff of the enterprise value divided by thecumulative contribution reflects the value of the contribution of each one into a value.In the scoring system set up team points and individual points system, the two do not conflict, you can repeat accumulate. Each workshop or department can become a team, business has a corresponding assessment indicators for each team, each team has a minimum monthly for 10 points, that overall absenteeism rate within the normal range can be obtained; financial performance, if the team can complete the task monthplus 50 percentage points higher than the target will be reflected in the extra points, for example, if the target production workshop this month 100 products and defective rate below 2%, the actual completion of 200 products and defective rate below 2%, the month everyone on the team will add points 50 + 50 × (200- 100) / 100 = 100.End of each year for accounting and personnel departments and various departments each year for contributions to the value of the enterprise, while the cumulative contribution value is calculated according to the level of contribution to the value determined when the companies named a number of excellent staff and excellent team of the year, due to thenature of each department, employee the number of different factors such as the proportion of outstanding employees have assigned different personnel department needs to be weighed carefully. Excellent staff and excellent team for the annual contribution to the value of the bonus points there, while accompanied by material incentives (such as cash incentives, equity incentives, etc.文献译文题目：上市公司股权激励问题研究一、股权激励概述(一)股权激励的定义股权激励是通过经营者获得公司股权形式给予企业经营者一定的经济权利，使他们能够以股东的身份参与企业决策﹑承担风险、分享利润，从而勤勉尽责地为公司长期发展服务的一种激励方法。

股权激励外文文献【中英对照】

上市公司股权激励问题研究

学号：20090832商业大学毕业设计（论文）上市公司股权激励问题研究The listed company equity incentive problem research二级学院:教学系：专业班级:学生姓名:指导教师:目录摘要 (1)Abstract (1)关键字 (1)引言 (1)1.写作意义和目标1.1相关研究现状 (1)1.2研究方法 (2)1.3预期结果 (2)2.股权激励制度等相关理论基础的阐述 (2)2.1现股激励 (2)2.2期股激励 (2)2.3期权激励 (2)3.上市公司盈余管理的定义和动机分析 (2)3.1获得融资资格动机 (2)3.2提高新股发行价格 (3)3.3借款动机 (3)4.我国上市公司实际运作案例 (3)5.对我国股权激励制度的对策和建议 (4)5.1改善股权架构，分散股权 (4)5.2完善相关法律法规 (4)5.3健全企业内外部监督制度 (4)6.结束语 (5)参考文献 (5)附录：开题报告 (6)致谢 (8)摘要：随着我国经济的飞速发展，各地都在抓经济建设，所以需要大量有丰富经验、有卓越能力的高端人才，对企业的组织架构、人力资源、市场营销等进行系统的优化管理，相应的薪酬奖励也由过去单一固定的年薪，向绩效薪金、授予公司股权、期权方向转变，随着股权激励相关法律法规的颁布实施，我国上市公司对高层管理人员的股权激励机制呈现加速发展的态势，让管理人员不仅仅要以管理者，还有所有者的身份参与公司的日常经营活动，与公司生死存亡、荣辱与共。

股权激励在西方发达国家已经运用了很多年，也取得的非常不错的效果，激励机制的发展应用非常的成熟，增加了我国上市公司进一步发展实施股权激励的信心。

然而，鉴于股权激励在我国的发展才刚刚起步不久，股权激励机制还不够完善，在市场实际操作过程中还存在各种各样的问题，要想充分发挥股权激励对上市公司发展的促进作用，还需要加紧对股权激励制度、机制方面的建设。

股权激励与盈余管理外文文献翻译2014年译文4500字

股权激励与盈余管理外文文献翻译2014年译文4500字文献出处：Scott Duellman. Equity Incentives and Earnings Management[J]. Account. Public Policy ,2014(32):495–517.原文Equity Incentives and Earnings ManagementScott DuellmanaAbstractPrior studies suggest that equity incentives inherently have both an interest alignment effect and an opportunistic financial reporting effect. Using three distinct proxies for earnings management we find evidence consistent with the incentive alignment (opportunistic financial reporting) effect of equity incentives increasing as monitoring intensity increases (decreases). Furthermore, using the accrual-based earnings management and meet/beat analyst forecast models we find that the opportunistic financial reporting effect of equity incentives dominates the incentive alignments effect for firms with low monitoring intensity. Using proxies for real earnings management, we find that the incentive alignment effect dominates the opportunistic financial reporting effect for high and moderate monitoring intensity firms. However, for low monitoring intensity firms the opportunistic reporting effect mitigates, but does not completely offset, the benefits of the incentive alignment effect. Overall, these findings are consistent with the level of monitoring affecting the relation between equity incentives and earnings management.1. IntroductionClassical agency theory suggests that equity incentives align managers’interests with shareholders’in terests (see forexample, Mirlees, 1976, Jensen and Meckling, 1976 and Holmstrom, 1979). However, recent theoretical papers suggest that equity incentives may also motivate managers to boost short term stock prices by manipulating accounting numbers (see for example, Bar-Gill and Bebchuk, 2003 and Goldman and Slezak, 2006). Empirical studies examining the effect of equity incentives on earnings management, a proxy for opportunistic reporting, yield mixed results. For example, Gao and Shrieves, 2002,Bergstresser and Philippon, 2006 and Weber, 2006, and Cornett et al. (2008) document a positive relation between equity incentives and accrual-based earnings management; while Hribar and Nichols (2007) find that after controlling for cash flow volatility the relation between equity incentives and earnings management becomes insignificant.1 Furthermore, Cohen et al. (2008) find a negative relation between equity incentives and real earnings management. Thus, whether equity incentives are associated with opportunistic financial reporting is an open empirical question that warrants further study.We view equity incentives as one element of the firm’s governancestructure and argue that equity incentives inherently have both an interest alignment effect and an opportunistic financial reporting effect. We investigate how the relation between equity incentives and earnings management changes with respect to the intensity of firms’monitoring systems. More specifically, we expect that when monitoring intensity is relatively high, equity incentives will have more of an incentive alignment effect leading to lower earnings management in comparison with low monitoring intensity firms. Conversely, when monitoring intensity is relatively low, equity incentives will have more of anopportunistic financial reporting effect leading to higher earnings management in comparison to high monitoring intensity firms. Thus, we predict that the incentive alignment (opportunistic financial reporting) effect of equity incentives increases as monitoring intensity increases (decreases).Using a sample over the time period 2001–2007, we proxy for earnings management using three different measures common in the literature: (i) absolute abnormal accruals, (ii) real earnings management measures, and (iii) the likelihood of meeting/beating an analyst forecast. We measure equity incentives, in a manner consistent with prior studies such as Bergstresser and Philippon (2006) as the percentage of total CEO compensation for the year that would come from a 1% increase in the company’s stock as of the end of the previous fiscal year.To measure the intensity of monitoring mechanisms, we focus on threemechanisms that are most directly involved in monitoring managers’financial reporting decisions (board of directo rs, external auditors, and institutional investors). We identify six board characteristics, one auditor characteristic, and two institutional investor characteristics that could potentially affect monitoring effectiveness. Using principal component analysis we collapse these nine characteristics into two monitoring intensity measures (principal components) which capture 51.1% of the variance in these characteristics.2 We classify firms as high (low) monitoring intensity firms if both monitoring intensity measures are above (below) median values while firms with only one monitoring factor above the median are classified as moderate monitoring intensity firms. We use this approach as different monitoring attributes may be substitutes or complements to oneanother and principal component analysis effectively reduces the redundancy in these variables.We regress our measures of earnings management on lagged equity incentives, monitoring intensity classifications (moderate and low), the interaction between them, and a set of control variables. Our findings can be summarized as follows. First, we find evidence consistent with the incentive alignment (opportunistic financial reporting) effect of equity incentives increasing as monitoring intensity increases (decreases) across all three earnings management measures. Second, in tests using accrual based earnings management and meet/beat analyst forecasts, we find that forlow monitoring intensity firms, the opportunistic reporting effect dominates the incentive alignment effect of equity incentives; and equity incentives and earnings management are unrelated when monitoring intensity is moderate or high.Third, with respect to real earnings management, we find a negative relation between equity incentives and real earnings management for high and moderate monitoring intensity firms. Furthermore, for low intensity monitoring firms the negative relation is mitigated, but not completely offset, by the incentive alignment effect. In contrast with our abnormal accrual results, these findings suggest that the incentive alignment effect dominates the opportunistic financial reporting effect with respect to real earnings management. A potential explanation for these findings is that both monitors and managers are aware of the higher potential long-term costs of real earnings management and thus tend to avoid cuts to discretionary expenses (research and development) or increase production.Our primary contribution to the literature on the relationbetween equity incentives and earnings management is that we provide evidence on how this relation varies with the level of oversight by monitoring mechanisms. This is in contrast with most prior studies in this area that either overlook the effects of monitoring (or governance) mechanisms or simply use one or more governance characteristics as control variables (Bergstresser and Philippon, 2006 and Cornett et al., 2008).3 However, a prior study by Weber (2006) also investigates the effects of governance on the relation between CEO wealth sensitivity and earnings management using a random sample of 410 S&P 1500 firms. Weber (2006) finds that CEO wealth sensitivity is positively related to abnormal accruals and that governance does not significantly affect this relation. Weber (2006) defines monitoring intensity by only using the factor that explains the most variance from the principle component analysis. However, this methodology could misclassify firms because monitoring has multiple dimensions and using only one factor ignores the presence of substitutive monitoring mechanisms. Furthermore, in contrast to Weber (2006), using two monitoring intensity factors, we find that monitoring intensity has a significant effect on the relation between equity incentives and earnings management. Additionally, our study uses a broader sample of firms, a longer sample period, and multiple proxies for earnings management.In addition to our primary contribution, we add to the literature in two ways. First, while prior studies on equity incentives and accrual-based earnings management document that the results are dependent on controlling for operating cash flow volatility, we show that for firms with low monitoring, equity incentives are positively related to accrual-based earningsmanagement even after controlling for operating cash flow volatility. Second, we add to the literature by providing evidence on theeffects of monitoring intensity on the relation between equity incentives and real earnings management. To our knowledge, the only other study that investigates the relation between equity incentives and real earnings management is Cohen et al. (2008).4However, Cohen et al. (2008) do not consider the mitigating effects of monitoring intensity on this relation.An important limitation of our study (and other work in this area more generally) is that equity incentives and other governance mechanisms are likely to be chosen endogenously with the firm’s other corporate policies, structures, and features. Thus, while we attempt to mitigate the effects of endogeneity, we cannot definitively rule out the possibility that our results could be affected by endogeneity bias.The remainder of this paper is organized as follows. Section 2 presents a discussion of prior research and our hypothesis development. Section 3 presents our research design choices and their rationale. The evidence is presented in Section 4 and the conclusion in Section 5.2. Prior research and hypothesis development2.1. Prior researchEquity incentives are an important part of firms’governa nce structures that are used to align managers’ interests with shareholder interests (Mirlees, 1976, Jensen and Meckling, 1976 and Holmstrom, 1979). However, recent studies suggest that they also motivate managers tofocus on boosting stock price in the short term (see for example, Bar-Gill and Bebchuk, 2003 and Goldman and Slezak,2006).Prior studies document mixed evidence on the effect of equity incentives on earnings management. On the one hand, Gao and Shrieves, 2002, Cheng and Warfield, 2005, Bergstresser and Philippon, 2006 and Weber, 2006, and Cornett et al. (2008) find that equity incentives are positively related to the absolute value of abnormal accruals. On the other hand, Hribar and Nichols (2007) demonstrate that findings of earnings management in studies that are based on absolute abnormal accruals no longer hold once controls for cash flow volatility are added. Furthermore, in contrast with studies documenting opportunistic effects of equity incentives, Cohen et al. (2008) find a negative relation between real earnings management methods and stock ownership, CEO bonuses, and unexercisable options consistent with incentive alignment effects dominating opportunistic effects. Armstrong et al. (2010a, 226) summarize the findings on the relation between equity incentives and accounting irregularities of all types (including accrual based earnings management) by stating that “no conclusive results have emerged from the literature.”Thus, whether equity incentives result in earnings management remains an open question.2.2. Equity incentives and other governance mechanismsWe view equity incentives as one element of a firm’s overall governancestructure. Furthermore, we note that equity incentives have both an incentive alignment effect as well as an opportunistic financial reporting effect. The incentive alignment effect follows from agency theory which suggests that managerial stock ownership align their interests with shareholders (Jensen andMeckling, 1976). The opportunistic financial reporting effect arises because managers with high equity incentives are motivated to overstate accounting performance and boost stock prices in the short-run. For example, Bar-Gill and Bebchuk (2003) show that when managers can sell shares in the short-run, they will be motivated to misreport performance and misreporting will be an increasing function of the fraction of management-owned shares that could be sold (also see Goldman and Slezak, 2006 and Ronen et al., 2006).If firms choose their governance structures to maximize value, and optimally use equity incentives in conjunction with other governance mechanisms, there will be either a negative relation or no relation between equity incentives and earnings management. Intuitively, any opportunistic effects of equity incentives would be exactly offset by other governance or monitoring mechanisms. However, adjusting governance structures is costly so it is unclear whether most firms end up with optimal equity incentives and monitoring mechanisms in a dynamic environment. Deviations from optimal monitoring raises the possibility that under some conditions the opportunistic effects of equity incentives may dominate or mitigate the。

股利政策外文文献翻译

原文DIVIDEND POLICY, GROWTH, AND THE V ALUATION OF SHARESMERTON H. MILLER,FRANCO MODIGLINIThe effect of a firm's dividend policy on the current price of its shares is a matter of considerable importance, not only to the corporate officials who must set the policy, but to investors planning portfolios and to economists seeking to understand and appraise the functioning of the capital markets. Do companies with generous distribution policies consistently sell at a premium over those with-niggardly payouts? Is the reverse ever true? If so, under what conditions? Is there an optimum payout ratio or range of ratios that maximizes the current worth of the shares?Although these questions of fact have been the subject of many empirical studies in recent years no consensus has yet been achieved. One reason appears to be the absence in the literature of a complete and reasonably rigorous statement of those parts of the economic theory of valuation bearing directly on the matter of dividend policy. Lacking such a statement, investigators have not yet been able to frame their tests with sufficient precision to distinguish adequately between the various contending hypotheses. Nor have they been able to give a convincing explanation of what their test results do imply about the underlying process of valuation.In the hope that it may help to over- come these obstacles to effective empirical testing, this paper will attempt to fill the existing gap in the theoretical literature on valuation. We shall begin, in Section I, by examining the effects of differences in dividend policy on the current price of shares in an ideal economy characterized by perfect capital markets, ational behavior, and perfect certainty. Still within this convenient analytical framework we shall go on in Sections II and III to consider certain closely related issues that appear to have been responsible for considerable misunderstanding of the role of dividend policy. In particular, Section II will focus on the long- standing debate about what investors "really" capitalize when they buy shares; and section III on the much mooted relations between price, the rate of growthof profits, and the rate of growth of dividends per share. Once these fundamentals have been established, we shall proceed in Section IV to drop the assumption of certainty and to see the extent to which the earlier conclusions about dividend policy must be modified. Finally, in Section V, we shall briefly examine the implications for the dividend policy problem of certain kinds of market imperfections.EFFECT OF DIVIDEND POLICY WITH PERFECT MARKETS, RATIONAL BEHA VIOR, AND PERFECT CERTAINTYThe meaning of the basic assumptions. -Although the terms" perfect markets," "rational behavior," and "perfect certainty" are widely used throughout economic theory, it may be helpful to start by spelling out the precise meaning of these assumptions in the present context.1. In "perfect capital markets," no buyer or seller (or issuer) of securities is large enough for his transactions to have an appreciable impact on the then ruling price. All traders have equal and costless access to information about the ruling price and about all other relevant characteristics of shares (to be detailed specifically later). No brokerage fees, transfer taxes, or other transaction costs are incurred when securities are bought, sold, or issued, and there are no tax differentials either between distributed and undistributed profits or between dividends and capital gains.2."Rational behavior" means that investors always prefer more wealth to less and are indifferent as to whether a given increment to their wealth takes the form of cash payments or an increase in the market value of their holdings of shares.3. "Perfect certainty" implies complete assurance on the part of every investor as to the future investment program and the future profits of every corporation. Because of this assurance, there is, among other things, no need to distinguish between stocks and bonds as sources of fund sat this stage of the analysis. We can, therefore, proceed as if there were only a single type of financial instrument which, for convenience, we shall refer to as shares of stock.The fundamental principle of valuation.- Under' these assumptions the valuation of all shares would be governed by the following fundamental principle: the price of each share must be such that the rate of return (dividends plus capital gains per dollarinvested) on every share will be the same throughout the market over any given interval of time.WHAT DOES THE MARKET "REALLY" CAPITALIZE?In the literature on valuation one can find at least the following four more or less distinct approaches to the valuation of shares: (1) the discounted cash flow approach;(2) the current earnings plus future investment opportunities approach; (3) the stream of dividends approach; and (4) the stream of earnings approach. To demonstrate that these approaches are, in fact, equivalent it will be helpful to begin by first going back to equation (5) and developing from it a valuation formula to serve as a point of reference and comparisonEARNINGS, DIVIDENDS, AND GROWTH RATESThe convenient case of constant growth rates.-The relation between the stream of earnings of the firm and the stream of dividends and of returns to the stock- holders can be brought out most clearly by specializing(12) to the case in which investment opportunities are such as to generate a constant rate of growth of profits in perpetuity. Admittedly, this case has little empirical significance, but it is convenient for illustrative purposes and has received much attention in the literature.The growth of dividends and the growth of total profits.-Given that total earnings (and the total value of the firm) are growing at the rate kp* what is the rate of growth of dividends per share and of the price per share? Clearly, the answer will vary depending on whether or not the firm is paying out a high percentage of its earnings and thus relying heavily on outside financing. We can show the nature of this dependence explicitly by making use of the fact that whatever the rate of growth of dividends per share the present value of the firm by the dividend approach must be the same as by the earnings approach. The special case of exclusively internal financing.-As noted above the growth rate of dividends per share is not the same as the growth rate of the firm except in the special case in which all financing is internal. This is merely one of a number of peculiarities of this special case on which, unfortunately, many writers have based their entire analysis. The reason for the preoccupation with this special case is far from clear to us. Certainly no one wouldsuggest that it is the only empirically relevant case. Even if the case were in fact the most common, the theorist would still be under an obligation to consider alternative assumptions. We suspect that in the last analysis, the popularity of the internal financing model will be found to reflect little more than its ease of manipulation combined with the failure to push the analysis far enough to disclose how special and how treacherous a case it really is.THE EFFECTS OF DIVIDEND POLICY UNDER UNCERTAINTY Uncertainty and the general theory of valuation.-In turning now from the ideal world of certainty to one of uncertainty our first step, alas, must be to jettison the fundamental valuation principle as given, say, in our equation .DIVIDEND POLICY AND MARKET IMPERFECTIONSTo complete the analysis of dividend policy, the logical next step would presumably be to abandon the assumption of perfect capital markets. This is, however, a good deal easier to say than to do principally because there is no unique set of circumstances that constitutes "imperfection. "We can describe not one but a multitude of possible departures from strict perfection, singly and in combinations. Clearly, to attempt to pursue the implications of each of these would only serve to add inordinately to an already overlong discussion. We shall instead, therefore, limit ourselves in this concluding section to a few brief and genera lob serrations about imperfect markets that we hope may prove helpful to those taking up the task of extending the theory of valuation in this direction.It is important to keep in mind that from the standpoint of dividend policy, what counts is not imperfection per se but only imperfection that might lead an investor to have a systematic preference as between a dollar of current dividends and a dollar of current capital gains. Whereon such systematic preference is produced, we can subsume the imperfection in the (random) error term always carried along when applying propositions derived from ideal models to real world events.译文股利政策、增长和股票的估值默顿.米列尔，弗兰克.莫迪丽公司的股利分配政策会影响到其股票的当前价格，这是一个相当重要的问题，不仅是对于制定政策的企业管理层来说，还是对那些购买公司股票的投资者来说，都是很重要的。

上市公司高管股权激励外文文献翻译

文献出处：Wayne Guay. "The study of executive equity incentive in listed company." Journal of accounting and economics (2015): 151-184.原文The study of executive equity incentive in listed companyWayne GuayAbstractEquity incentive system in the 50 s last century, which mainly focuses on the background of solution for the benefits of principal-agent conflict, it is the fundamental starting point will be unified management and shareholder interests, incentive management pay more attention to the long-term development of the enterprise, reduce its short-term behavior. Company executive’s equity incentive core goal is to solve the objective function between executives and shareholders of listed companies, the contradiction of principal-agent promote benefit community formed between company executives and shareholders, motivate executives to create more value for shareholders and society. Its biggest advantage is that in stock appreciation of spreads as the remuneration of senior management personnel will serve as a representative of the interests of the senior managers of a company's value increasing function, promote the consistency of the operators and shareholders realize channel. In recent years, the equity incentive management's opportunistic behavior such as negative effect, gradually attention by regulators, theory and practice.Keywords: the listed company, incentive mechanism, equity incentive, senior executivesIntroductionCan know from the most basic economic man hypothesis of economics, management is not natural to carry out their duties diligently and there is no greed, they satisfy the pursuit of personal interests, the main purpose of their work is to obtain the economic remuneration; At the same time they hold positions of powerholds the important power, resources and information, so it's possible self-interest behavior to harm the interests of investors. Especially as the separation of the ownership of a modern corporate control and the management members became the "actual controller" of the company, and ownership of the owner of the large shareholders to members of the company's management for effective supervision, this gives the management using the master control of the implementation of opportunism behavior of the space.Equity incentive is to point to in the business operators, the core staff by contract, on the basis of management and implement the responsibility system for assets, by giving the business operators, the core employee shares and options such as corporate equity share, make it to the identity of the shareholders in the corporate decision-making, share the profits and risks. Equity incentive mechanism to make enterprises senior talents of individual interests and overall interests closely relates in together, is a kind of effective incentives to reduce agency costs. In mature markets such as Europe and the United States, equity incentive is regarded as the important ways to solve the modern enterprise to entrust an agency relationship, and promote the company executives and shareholders is the effective means to form a community of interests.Literature ReviewHolmstrom (1979) 2 think, if the company's shareholders to observe, identify the operator's operation and management activities, and the corresponding business performance, then pay a fixed salary and to punish the operator's default behavior way, can ensure that the operator work hard, for the correct operation and management decision-making, create the biggest value for shareholders. However, due to the separation of ownership and control of modern company system has characteristics of agency problem between shareholders and managers, in general, shareholders cannot supervise operator's action, also don't know whether the operator's effort level is optimal.Jensen and Meckling (1976), the study found that enterprise's performance as a company manager increase with the increase of the stake.Mehran (1995) for themanufacturing enterprises of 1979 and 1980 in the United States after data for empirical research Gui that managers' shareholding is significant positive correlation with corporate performance.Morck Shleifer and Vishny (1988) argues that management group interest convergence and defense of these two effects.Interest convergence, refers to the company's market value and is closely relative to the number of managers' shareholding; Defense effect, refers to when managers shareholding reaches a certain range, the company's market value is negative correlation with the number of managers' shareholding. Therefore, when the proportion of enterprise management changes, the interests of the convergence and defense of these two kinds of effect, thus determines the volatility of the enterprise value changes.McConnell and Serves (1990) 'in the extension Morck Shleifer and Vishny (1988), on the basis of research Gui, examine the managers shareholding and institutional investors holding its influence on the value of the company. They found that the value of the company and managers shareholding inverted U type nonlinear relationship, critical stake is about 40 to 50%.Hemalin and Weishach (1991), the study found that when the managers' shareholding ratio from 0% to 1%, 1% and 5%, 5% to 20% and 5% more than four interval, the company's performance is negatively related to the ownership respectively were positively correlated, and the change trend of positive correlation, negative correlation. In addition, Mr Singh and Davidson (2003). Research has shown that, in the listed companies in the United States, managers shareholding can better put the interests of managers and shareholders together, reduces the agency cost of administrators.The implementation of the senior executive’s equity incentive process Most composed of independent directors of equity incentive commission rules of procedure by the shareholders' meeting, and led by the board of directors of the company. The comprehensive implementation of the committee responsible for planning and design and implementation of equity incentive plans make written rules. The committee shall have the right to decide the annual equity incentive beneficiary, given amount, given time, when emergencies to explain of equity incentive plan, andto pany in accordance with the relevant laws and regulations of the state, according to the actual situation of the company stock source, equity incentive plan.Reasonable choice reserved shares, issuing new shares, stock repurchase (2), or by the original big shareholders transfer part of equity for equity incentive plan and way of solving the stock sources.Senior executives often is the main awarded equity incentive and incentive object.In the early stages of the development of equity incentive, the beneficiary of the equity incentive is mainly enterprise executives, the executives get the benefits of equity incentive, and brought benefits to the company.Equity incentive of the other type of object is the company's directors, including employees, directors and non-employee directors.But the director given equity incentive in number is far lower than the CEO.At present, the international big company equity incentive plan to object has a rising trend, from the original award CEO a few key positions, such as development so far, including senior managers, directors, middle managers, the tech sector, and even ordinary employees, foreign experts, consultants, or lawyers participation main body diversification.The number of equity incentive granted by the stock value, the total number of equity, the relevant laws and regulations, wage ratio, position, years of work and other personal factors and the influence of such factors as the company's performance.There are three kinds of international determine the number of options granted methods: one is according to the desired goals determine the amount of equity;Second, using the empirical formula by calculating the value of equity retracing equity.In granting equity incentive grant agreement should illustrate the validity of corresponding equity incentive.Equity incentive will be implemented in this period, this period is also known as equity life span.The validity of the stock option for stock options commonly discussion after signed a book of 10 years, the force will remain open for 3 一5 years.Be motivating if super power not valid for line power, will be deemed abandoned automatically equity incentive.Equity incentive holder line right after the press line right enjoys the dividend income shares.Due to the different tax law, in view of the executive authority of the proceeds of the stock yield whether to pay tax and tax rates, depending on the specific provisions of the tax law countries.Conformto the legal equity of income can pay tax at a reduced rate on capital gains tax, enjoy the preferential tax.Equity incentive may be due to the failure of the equity incentive plan, the authorized person and company terminates, the employment relationship between licensor due to various personal reasons can't exercise suspended or cancelled.Because each are not identical, the termination of the equity incentive approach also have very big difference.Executives, for example, in the office during the period of death, then the stock options can be used as a heritage to the heir hands;Senior executives to resign, or fired, companies tend to cancel all executives equity incentive;Did not get a right or has not done, to be given the right of equity incentive will failure due to senior executives quit and so on.SuggestionOn equity incentive mode in our country, the problems and obstacles, this paper argues that, from the following several aspects to pave the way for the implementation of equity incentive.Set up perfect and effective managers market.Professional, high-quality team of professional managers to promote healthy development of the enterprise management upgrade and plays an important role.Mature, manager of the talent market is the necessary condition of manager selection mechanism and qualified company manager is the focus of the incentive equity incentive system object.Manager market equity incentive, usually first professional manager market opposite the equity incentive, but in our country has not yet set up professional manager market.To ensure the healthy development of the equity incentive, you must set up professional manager market as soon as possible.Managers resource configuration, only through market to play its best utility, mature, manager of the talent market to give managers a reasonable market price, so as to solve problems such as management personnel to fold.To establish scientific performance appraisal system.Any one don't combine with performance of equity incentive plan is invalid, all kinds of business operators how to determine the performance appraisal system, specific how to calculate, how linked to motivation and a series of problems to be further discussed.Scientific performance evaluation standards for the implementation of equity incentive mechanism to providea measurement scale.First of all, should have an objective and fair performance evaluation standard and operational characteristics.Second, determine the content of evaluation index system should include, namely company performance which is created by an operator, such as enterprise profit growth, return on equity, asset value, debt paying ability and so on.Again, the comprehensive evaluation of the performance of the enterprise operator, in addition to consider financial indicators, but also non-financial indicators, for example, the degree of professional executives, employee's satisfaction and recognition in the company executives, etc should be included in the evaluation index system.Finally, you need to independent and impartial intermediary companies to participate, build a set of more scientific and perfect performance evaluation system, to objectively evaluate the operating performance, record companies.Perfect the corporate governance structure.The governance structure of listed companies is the microeconomic foundation equity incentive, and in the development of capital market in our country appear all sorts of problems and contradictions are pointing to the corporate governance is the most basic, also is the core part.The corporate governance structure including the incentive mechanism, constraint mechanism and operator selection mechanism, a complete system.The modern corporate governance is not only that the distribution of control and supervision, more important is the distribution of residual claims and residual control.The essence of the equity incentive is to make the company executives have some residual claims and the corresponding risk.Sound corporate governance structure, ensures that managers work get reasonable compensation, but also can prevent the short-term behavior of managers, truly protect both managers a reasonable income, and protect the interests of the principal.Scientific and reasonable to determine the equity incentive scheme.For executives of listed companies equity incentive, must hold good degrees, neither lack of incentives, also cannot too much incentive.Inadequate incentives to lead to the short-term behavior of enterprise management, is not conducive to the long-term development of the enterprise, incentive will damage the rights and interests of theowner.In the process of equity incentive plan formulation, it must be reasonable for the number of equity incentive, by reference to determine incentives, such as scientific theory of option pricing revenue model.Estimate the value of options, and long-term performance, with the enterprise implement stock option, the unification of the profits, owners' equity ing scientific method to the equity incentive plan is helpful to prevent malicious hype and abnormal fluctuations impact on equity incentive.译文上市公司高管股权激励研究Wayne Guay摘要股权激励制度于上个世纪五十年代出现，其产生的背景主要是着眼于解决因委托代理带来的利益矛盾,它的根本出发点在于将管理层与股东利益统一,激励管理层更加关注企业的长远发展,减少其短期行为。

上市公司股利政策外文文献翻译

上市公司股利政策外文文献翻译XXX。

The study found that 72% of these companies have a specified dividend policy。

with larger and XXX。

The study also found a positive XXX and the presence of large long-term private or industrial owners with the XXX.Corporate finance is an essential aspect of any business。

and dividend policy XXX to have a defined dividend policy in place。

The XXX.The study also found a positive XXX and the presence of large long-term private or industrial owners with the XXX。

the results of this study support the use of defined XXX.In n。

this XXX firms have a specified dividend policy。

with larger and XXX。

The study also found a positive XXX and the presence of large long-term private or industrial owners with the XXX.XXX (1956) and Fama and Babiak (1968)。

numerous papers have XXX research has focused on the choice een dividends and share repurchases。

股权激励外文翻译(可编辑)

股权激励外文翻译（可编辑）股权激励外文翻译外文翻译原文EQUITY BASED INCENTIVESMaterial Source: Society Professionals Author: Richard DStock Incentive System SIS, is a system a company adopts to incent managers or ordinary employees. In this system, to incent managers or ordinary employees, a company will make them become stockowners by assigning a sum of stocks or stock options to them. Stock Incentive System Research on Outstanding Achievement, is a research base on the existing Stock Incentive System. This research emphasizes on analyzing the pertinency between system structure and outstanding achievement. By doing the research, the author tried to set up a pertinence relation between practicing SIS and carrying out outstanding achievement to enhance the efficiency of a Stock Incentive System. In this thesis, the research is focused on the problems of outstanding achievement deviation, capital resource for buying options or stocks, and short sight of managers. A lot of data and cases have been adopted to find out the bugs from the existing SIS and set up a new model to enhance the efficiencyof the SIS. In this thesis, the author demonstrates the following ideas.1. For the weakpertinence between stock price and outstanding achievement under the circumstance of the capital market, it is strongly recommended that the stocks from SIS not come into the market, or it will be inefficient for incenting managers, further more, it may cause risks of deceiving to incent market prices, which will ruin the company and share holders utmostly. Then how to price the incentive stocks, and how can the stocks be encashed? In chapter two, a pricing model of EVA has been set up to answer the questions. In this model, there is linearity pertinence between the stock price and EVA. While priced by this model, the increment of stocks get an only resource of outstanding achievement made by managers, which will incent managers to work hard to increase stock price. In this model, we can also find out that the capital resource for stock encashment is exercise capital and EVA. 2.An favorable exercise capital resource may be built up on capital bonus, which will enhance the efficient of SIS by forming a benign incentive circle system. This system is named Capital Bonus Exercising System. Since the capital bonus is the only resource for exercise, and we know that managers’ outstanding achievement is the only resource for capital bonus, more outstanding achievement cause more bonus, more bonus cause faster and bigger amount exercise, more exercise cause bigger share hold for managers, and bigger share hold will cause more income, which will incent managers to work harder, then a benign incentive circle system is formed. 3. Since an SIS is used to get a long-termincenting, the managers’ stock holding period must be quite long, anda rule of exercising and encashing batch by batch must be prescribed. Firstly, the holding period must be quite long to realize long-term incentive function of SIS, or it will be not better than a cash bonus. For the incentive function will vanish once encashed, the stock holding term must be set long. Secondly, options or stocks must be exercised or encashed batch by batch in the holding period. Since the managers are with cash-predilection, in the other word, short-term income favoritism, if managers cannot get income before the end of the long term, their short-term income favoritism cannot be fulfilled, and then incentive function of SIS will be weakened. To get a harmony between long-term and short-term incenting, options or stocks must be exercised or encashed batch by batch. Furthermore, this prescription dividing managers stock income into batches will prevent managers from risks of short sight, and then the company can escape from disasters like Enron and WorldCom ever met. This thesis is a pilot study on Stock Incentive System based on outstanding achievement. It insists that practising a Stock Incentive System should be able to incent managers to carry out outstanding achievement and the incentive term should be quite long. And to getthese effects, the key issues are to set up EVA models and built up a balance between short-term and long-term incenting. And most of the author’sefforts are being taken to settle these two issues.The use of equity as a key component of executive compensation is probably the most difficult and controversial issue or manage by the compensation committee of a corporate hoard of directors. In theory, equity-based compensation should drive management to behave in a manner consistent with the wishes of the shareholders. This column focuses onthe three most prevalent equity awards.Nonqualified stock options NSOs are by and large the most commonequity incentive arrangement Executives may buy stock at a specifiedprice grant for a given period of time. Compensation derived from the appreciation in the stock price between the option grant date and the option exercise date is taxed or ordinary income tax rates. NSOs can be exercised in any sequence.There is no taxable income to the executive triggered by the option grant Appreciation from the grate price is taxed at ordinary income tax rates upon exercise. For example, a grant price of $50 and an exercise price of $75 create ordinary income of $25. The company is required to withhold an executive's taxes at exercise. This can be a problem because the exercise of the option itself does not generate cash for the executive. When the executive sells the stock, any future appreciation from the exercise price to the sale price is taxed at capital gain rates.There is no tax deduction for the company as a result of granting an option. The company does receive a tax deduction equal to theexecutive's ordinary income when the option is exercised. There isno impact on the company from any subsequent sale of the stork by the executive.Advantageous to users of nonqualified stock options is the idea that such arrangements are an attempt to align executive interests with shareholder interests. There are no limitations on the amount that may be exercised nonqualified options are less dilutive than incentive stock options and the nonqualified variety offer potential for long term appreciation as the company grows. The disadvantage of a nonqualified arrangement is that executive investment is required at two different intervals-First, to acquire the stock and second, to satisfy the tax liability. Also ,NSOs dilute earnings per share through cowman stack equivalents.There is no charge to corporate earnings unless the option price is variable or is less than 100% of fair market value on the grant date, or unless the company has elected m account for stock options under FASB 123. Where FASB 123 is used, there is a charge to earnings that is calculated based on the estimated fair market value at grant dare using an option pricing mode!Incentive stock options LSOs are option plans that meet the guidelines of IRC Sec. 422. They must be granted to employees with an exercise period not to exceed 10 years. The grant price cannot be for lessthan fair market value at the time that the option is granted, andthe option cannot be transferable. ISOs with an aggregate value of$1 000000 cannot be granted to be first exercisable in any given year.The executive incurs a tax liability only when stack obtainedthrough an ISO is sold, and not when the option is exercised. Thus,gains are treated at capital gain rates, provided the executive does not dispose of the stock until the later of two years from the grant of the option or one year from receipt of the stack. As ordinary income tax rates increase, ISOs become more attractive to executives because thetax is deferred until the stock is sold.The company receives no tax deduction upon exercise, which can make ISOs an expensive equity vehicle to offer from a company point ofview .However, if the company is in a low effective tax bracket, thelack of tax deductibility may still be a fair trade for the benefit provided to the executive.A major ISO advantage is char the executive has control over the timing of the taxable event sale of stock and not exercise of the option. This provides the executive an opportunity to do better long-term tax planning, including the ability to defer income without taxation and possibly pay taxes at the lower capital gains rates. From a company perspective, the main disadvantage of an ISO arrangement is the lack ofa company tax deduction when an executive exercises an ISO. From theexecutive's point of view there are two disadvantages. The first one is the holding period of iS0 shares: the longer of two years from grantor one year from the receipt of the stuck in order to receive capital gains treatment .The second disadvantage is that the executive islimited to being granted ISOs of up to $I 00,000 that are exercisablefor the first time in any given calendar year.Finally, ISOs that have not been exercised are considered common stock equivalents and are factored into the determination of earnings per share, and they can have a dilutive cost impact on the company's earnings per share and balance sheet if the stock price appreciates.Restricted stock is an outright grant of shares to executives. This outright transfer of stock has restrictions as to the sale, transfer and pledging of the granted shares that lapse over a period of time .The restrictions can be for three or five years or for whatever time period is desired by the company. As the restrictions lapse, the executive has an unfettered right to sell, assign, pledge, encumber or do whatever he or she desires with the shares. However, if the executive terminates employment all unvested shares are forfeited. During the restriction period, the executive will receive the dividends on the restricted shares and also be able to vote the shares.To the executive, no individual income tax liability occurs when the restricted stock is granted. As restricted lapse, the current market value of vested shares is taxed as ordinary income. Dividends received during the restriction period or otherwise are taxed as ordinary income.译文股权激励资料来源::金融协会作者:Richard D.股权激励制度,是指企业采取授予管理人员或普通员工在未来一段时间内以某一事先规定的价格购买本公司一定比例股票的权利,或者直接授予管理人员或普通员工本公司一定比例的股权,从而试图达到激励管理人员或普通员工目的的制度选择。

我国上市公司股权激励的相关问题研究.doc

2003年11月，党的十六届三中全会《关于完善社会主义市场经济体制若干问题的决定》再次强调要按照现代企业制度要求，规范公司股东大会、董事会、监事会和经营者的权责，完善企业领导人员的聘任制度。要建立归属清晰、权责明确、保护严格、流转顺畅的现代
产权制度。
2003年12月26日中共中央、国务院在关于进一步加强人才工作的决定中指出，新世纪新阶段我国人才工作的根本任务是实施“人才强国”战略，坚持人才资源开发与经济社会发展相协调。坚持按劳分配与按生产要素分配相结合、短期激励与中长期激励相结合、激励和约束相结合的原则，将经营者薪酬与其责任、风险和经营业绩直接挂钩。
作者签名：___________ 日期：____
摘要
股权激励作为一种长期激励机制，在国内的上市公司越来越受到重视。本文对股权激励的定义，原理，股权激励在我国的发展进行了介绍。以我国目前股权激励存在的问题为切入点，在分析存在问题的基础上根据我国的实际情况提出解决的具体方案，期待股权激励这种激励机制在我国能发挥有效的激励作用。
2003年7月22日国资委主任李荣融明确表示，2004年是我国国有企业改革向纵深发展的关键一年，其中包括要综合运用年薪制、持有股权和股票期权等多种薪酬方式。不过还没等到2004年，在2003年11月25日出台的国资委二号令《中央企业负责人经营业绩考核暂行办法》就已经意味着包含股权激励在内的多项改革的探索。
2006年2月15日，财政部发布了包括l项基本准则和38项具体准则在内的新企业会计准则，并于2007年1月1日在上市公司中实施。
2006年1月27日，国务院国有资产监督管理委员会、财政部根据《中华人民共和国公司法》、《企业国有资产监督管理暂行条例》(国务院令第378号)，印发了《国有控股上市公司(境外)实施股权激励试行办法》的通知，对国有控股上市公司(境外)深化薪酬制度改革，构建上市公司中长期激励机制，充分调动上市公司高级管理人员和科技人员的积极性，指导和规范上市公司拟订和实旌股权激励计划提出了规范性的意见。

上市公司股利政策中英文对照外文文献翻译

上市公司股利政策中英文对照外文文献翻译文献出处：Brunzell T, Liljeblom E, Löflund A, et al. Dividend policy in Nordic listed firms [J]. Global Finance Journal, 2014, 25(2): 124-135.原文Dividend policy in Nordic listed firmsTor, Eva, Anders, MikaAbstractIn this paper we analyze the results from a survey among all publicly listed Nordic firms on their dividend payout policy. The results show that 72% of the Nordic companies have a specified dividend policy. Larger and more profitable companies are more likely to have a defined dividend policy in place. The dividend policy is mostly influenced by capital structure considerations and the outlook of future earnings. We also find that the likelihood for a firm having an explicit dividend policy is positively related to ownership concentration as well as to the presence of large long-term private or industrial owners. Our results support the use of defined dividend policies for agency or monitoring reasons rather than signaling reasons.Keywords: Corporate finance; Dividend policy; Payout; NASDAQ OMXIntroductionEver since studies such as Lintner (1956) and Fama and Babiak (1968), a large number of papers have studied corporate dividend policies (payout ratios) and factors that contribute to the payout decision. Recently, focus has been on the choice between dividends and share repurchases (see for example Guay and Harford, 2000 and Jagannathan et al., 2000; and Skinner, 2008), the question of disappearing dividends (see for example DeAngelo et al., 2004 and Fama and French, 2001), and the relationship between minority protection and dividends (see for example Faccio et al., 2001 and La Porta et al., 2000). Typically, the dividend payout is found to be a function of factors such as profitability of the company, stability of the earnings, rate of growth, free cash flows, and more recently, the governing structure of the company. In their survey of dividend policies, DeAngelo, DeAngelo and Skinner (2008) conclude that a simple asymmetric information framework does a good job atexplaining observed payout policies. This framework emphasizes the need to distribute free cash flow in the presence of agency costs and security valuation problems. They also conclude that other motives and factors such as signaling, tax preferences, and clientele demands have at best minor influences, but that behavioral biases at the managerial level (such as overconfidence) and the idiosyncratic preferences of controlling shareholders plausibly have a first order impact.We contribute to the literature on studies of the relationship between controlling shareholders and dividend decisions by studying the determinants of whether a firm follows a more explicit dividend policy. While implicit dividend policies (most commonly the relationship between dividends and earnings, and the speed of adjustment to an assumed optimal level) have been subject of many studies, only a few papers have studied whether a company has an explicit defined dividendpolicy in place, and what factors are related to the choice of that policy (exceptions include Baker, Saadi, Dutta, & Gandhi, 2007; and Brav, Graham, Harvey, & Michaely, 2005).There are many reasons for why the question of whether the firm follows a clearly defined dividend policy may be of interest. Firstly, it can be seen as an alternative approach to study whether signaling can be one of the motives for dividend distributions. Without expectations for future dividends, formulated by some systematic publicly announced dividend policy, deviations from such expectations cannot be identified and reacted upon. Thus, one could view a ‚dividend policy‛as a necessary but not sufficient condition for dividends to convey information about future earnings. Secondly, a systematic and defined dividend policy may also be required by dominant corporate owners. The policy may solve agency problems between minority owners and large owners in firms with concentrated ownership (La Porta et al., 2000), and optimize taxation or satisfy large owners' preference for a more predictable dividend stream.Literature review and hypothesis developmentThere exists a vast literature on corporate dividend policy. The main determinants of a corporate dividend policy include tax optimizing, firm profitabilityand earnings stability, signaling (of firm investment policy) and managerial or majority owner related agency costs. There are a number of papers that study which factors are considered by companies when setting their dividend policy. Early results indicate that taxes play a role if taxation on capital gains and dividends differ, but if they do not differ, taxation does not play a major role (Amihud & Murgia, 1997). In addition, the profitability of the company and the stability of its earnings play a major role in the dividend policy (see for example Barclay, Smith, & Watts, 1995 and Gaver & Gaver, 1993). Other significant factors include, among others, company's (expected) growth rate and investment opportunities and signaling about the quality of the firm's investment potential (see for example Fama and French, 2001 and Michaely et al., 1996 and Myers & Majluf, 1984). Finally, La Porta, L ópez de Silanes, Shleifer, and Vishny (1998) observe that companies tend to pay higher dividends in countries where minority shareholders have greater protection.A dividend policy can be formulated in several ways. In the Lintner (1956) study, the most common specification was based on the long-run target payout ratio. Current earnings are the main determinant of the current dividend while deviations from the target represent the signaling component. Dividend per share is another potential dividend policy target and is only weakly linked to current earnings performance through the corporate history. Dividends may also be related to other currently observable measures such as the company's stock price.DataThe survey dataThis paper is based on the results of a questionnaire directed to all chairpersons of the Board of firms in the Nordic countries (Denmark, Finland, Iceland, Norway, and Sweden). this paper lists the questions used in the survey.The survey was conducted in two stages. In the first stage, the questionnaire was sent to the chairmen in the Nordic firms listed on the exchanges operated by the OMX (now NASDAQ OMX) including the national stock markets of Denmark, Finland, Iceland, and Sweden. This took place in early December 2007. In the second stage, in May 2008, the questionnaire was sent to the chairmen in the firms listed at the OsloBørs in Norway. The questionnaire was sent as a letter directed to a named respondent. The names and addresses of the chairmen were hand-collected into a database. Ultimately, the questionnaire was sent to 780 firms in total.Background dataThe responses were matched with background information on firm financials and ownership concentration. The financial data are collected from three sources. Our primary source is the Amadeus database. Additional items have been collected from Datastream, when not available in Amadeus. Finally, annual reports downloaded from internet sources have provided an additional data source in cases where information has not been available in other databases. The financials are from the last reporting year completed prior to the questionnaire was sent out. This period is year-end 2006 for Denmark, Finland, Iceland, and Sweden and year 2007 for Norway. Year-end exchange rates have been used to convert all financials to the same currency, euro, which already was the currency of Finland. Financial data were collected not only for responding firms, but also for the whole market, to facilitate relating our sample to the whole population of the survey.ResultsWe asked the chairpersons to indicate whether their company had a defined dividend policy. Two alternatives (‘yes’ and ‘no’) were given. Panel A shows the results. Out of the 158 responses we got from the chairpersons, 152 provided an answer to this question. 110 companies (72.4%) had a defined dividend policy, 42 (27.6%) did not.ConclusionsThe results of our extensive survey among Nordic listed firms on their commitment to dividend policy show that 72% of the Nordic companies have a specified dividend policy. Furthermore, the results indicate that the dividend policies are mostly influenced by the considerations of the company's capital structure and future earnings.In estimations studying the determinants for whether a firm has an explicit dividend policy or not, we find that firms with older chairmen appear to prefer alooser commitment to payout policy as their firms are significantly less likely to have an explicit dividend policy in place. We also documented that larger and more profitable companies are more likely to commit to a defined dividend policy.Finally, the likelihood for a firm having an explicit dividend policy is significantly positively related to ownership concentration as well as to large long-term private or industrial owners. This gives indirect support for agency/monitoring motives rather than the signaling motive which is expected to be more prevalent in firms with dispersed ownership. Overall, our results suggest that the relatively concentrated ownership structures in Nordic firms play a role in shaping dividend policy over traditional tax or signaling based rationales for a dividend policy. ReferencesAmihud, Y., & Murgia, M. (1997). Dividends, taxes, and signaling: Evidence from Germany. Journal of Finance, 52(1), 397–408.Baker, H. K., Mukherjee, T. K., & Paskelian, O. G. (2006). How Norwegian managers view dividend policy. Global Finance Journal, 17, 155–176.Baker, H. K., Saadi, S., Dutta, S., & Gandhi, D. (2007). The perception of dividends by Canadian managers: New survey evidence. International Journal of Managerial Finance, 3(1), 70–91.Barclay, M., Smith, C., & Watts, R. (1995). The determinants of corporate leverage and dividend policies. Journal of Applied Corporate Finance, 7(4), 4–19.Bena, J., & Hanousek, J. (2005). Rent extraction by large shareholders: Evidence using dividend policy in the Czech Republic. Working paper series 291. Charles University, Center for Economic Research and Graduate Education.Brav, A., Graham, J. R., Harvey, C. R., & Michaely, R. (2005). Payout policy in the 21st century. Journal of Financial Economics, 77(3), 483–527.Brunzell, T., Liljeblom, E., & Vaihekoski, M. (2013). Determinants of capitalbudgeting methods and hurdle rates in Nordic firms. Accounting & Finance, 53(1), 85–110.DeAngelo, H., DeAngelo, L., & Skinner, D. J. (2004). Are dividends disappearing? Dividend concentration and the consolidation of earnings. Journal of FinancialEconomics, 72, 425–456.DeAngelo, H., DeAngelo, L., & Skinner, D. J. (2008). Corporate payout policy. Foundations and trends in finance. Nos. 2-3. (pp. 95–287).Easterbrook, F. H. (1984). Two-agency explanations of dividends. American Economic Review, 74(4), 650–659.译文北欧上市公司的股利分配政策托尔,伊娃,安德斯,米卡摘要本文分析了所有在北欧公开上市的公司的股利分配政策。

上市公司高管股权激励计划外文翻译文献

上市公司高管股权激励计划外文翻译文献上市公司高管股权激励计划外文翻译文献(文档含中英文对照即英文原文和中文翻译)原文：Investor pricing of CEO equity incentivesJeff P. Boone Inder K. Khurana K. K. RamanAbstractThe main purpose of this paper is to explore CEO compensation in the form of stock and options.The objective of CEO compensation is to better align CEO-shareholder interests by inducing CEOs to make more optimal (albeit risky) investment decisions. However, recent research suggests that these incentives have a significant down-side (i.e., they motivate executives to manipulate reported earnings and lower information quality). Given the conflict between the positive CEO-shareholder incentive alignment effect and the dysfunctional information quality effect, it is an open empirical question whether CEO equity incentives increase firm value. We examine whether CEO equity incentives are priced in the firm-specific ex ante equity risk premium over the 1992–2007 time period. Our analysis controls for two potential structural changes over this time period. The first is the 1995 Delaware Supreme Court ruling which increased protection from takeovers (and decreased risk)for Delaware incorporated firms. The second is the 2002 Sarbanes–Oxley Act which impacted corporate risk taking, equity incentives, and earnings management. Collectively, our findings suggest that CEO equity incentives, despite being associated with lower information quality, increase firm value through a cost ofequity capital channel.Keywords：CEO equity incentives，Information quality，Cost of equity capitalIntroductionIn this study, we investigate investor pricing of CEO equity incentives for a large sample of US firms over the period 1992–2007.Because incentives embedded in CEO compensation contracts may be expected to influence policy choices at the firm level, our objective is to examine whether CEO equity incentives influence firm value through a cost of equity capital channel.Prior research (e.g., Jensen et al. 2004; Jensen and Murphy 1990) suggests that equity- based compensation, i.e., CEO compensation in the form of stock and options, provides the CEO a powerful inducement to take actions to increase shareholder value (by investing in more risky but positive net present value projects). Put differently, equity incentives are expected to help mitigate agency costs by aligning the interests of the CEO with those of the shareholders, and otherwise help communicate to investors the important idea that the firm’s objective is to maximize shareholder wealth (Hall and Murphy 2003).However, recent research contends that equity incentives also have a perverse or dysfunctional downside. In particular, equity-based compensation makes managers more sensitive to the firm’s stock p rice, and increases their incentive to manipulate reported earnings—i.e., to create the appearance of meeting or beating earnings benchmarks (such as analysts’ forecasts)—in an attempt to bolster the stock price and their personal wealth invested in the fi rm’s stock and options (Bergstresser and Philippon 2006; Burns and Kedia 2006; Cheng and Warfield 2005). Stated in another way, CEO equity incentivescan have an adverse effect on the quality of reported accounting information. As noted by Bebchuk and Fried (2003) and Jensen et al. (2004), by promoting perverse financial reporting incentives and lowering the quality of accounting information, equity-based compensation can be a source of, rather than a solution for, the agency problem.Despite these arguments about the putative ill effects of equity incentives, equity-based compensation continues to be a salient component of the total pay packages for CEOs. Still, given the conflict between the positive incentive alignment effect and the dysfunctional effect of lower information quality, it is an open empirical question whether CEO equity incentives increase firm value. To our knowledge, prior research provides mixed evidence on this issue. For example, Mehran (1995) examines 1979–1980 compensation data and finds that equity-based compensation is positively related to the firm’s T obin’s Q. By contrast, Aboody (1996) examines compensation data for a sample of firms for years 1980 through 1990, and finds a negative correlation between the value of outstanding opt ions and the firm’s share price, suggesting that the dilution effect dominates the options’ incentive alignment effect. Moreover, both these studies are based on dated (i.e., pre-1991) data.In our study, we examine whether CEO equity incentives are related to the firm-specific ex ante equity risk premium, i.e., the exc ess of the firm’s ex ante cost of equity capital over the risk-free interest rate (a metric discussed by Dhaliwal et al. 2006).Consistent with Core and Guay (2002), we measure CEO equity inc entives as the sensitivity of the CEO’s stock and option portfolio to a 1 percent change in the stock price. Based on a sample of 16,502 firm-year observations over a 16 year period(1992–2007), we find CEO equity incentives to be negatively related to the firm’s ex ante equity risk premium, suggesting that th e positive incentive alignment effect dominates the dysfunctional effect of lower information quality.In other analysis, we attempt to control for two regulatory (structural) changes that occurred during the 1992–2007 time period of our study.As pointed out by Daines (2001), regulatory changes can have an impact on firm values and returns as well as the structure of executive compensation. First, Low (2009) finds that following the 95 Delaware Supreme Court ruling that resulted in greater takeover protection, managers reduced firm risk by turning down risk-increasing (albeit positive NPV) projects. In response, firms increased CEO equity incentives to mitigate the risk aversion. Potentially, the impact of the Delaware ruling on managers’ risk aversio n and the follow-up increase in equity incentives (to mitigate the increase in managers’ risk aversion following the ruling) may have resulted in a structural change in our sample at least for firms incorporated in Delaware. T o control for this potential structural impact, we perform our analysis for Delaware incorporated firms for 1996–2007 separately. Our results suggest that the favorable effect of CEO equity incentives on firm value (asreflected in the lower ex ante equity risk premium) is similar for Delaware firms and other firms.Second, a number of studies (e.g., Cohen et al. 2007, 2008; Li et al. 2008) indicate that the 2002 Sarbanes–Oxley Act (SOX) lowered equity incentives (i.e., reduced the proportion of equity incentives to total compensation post-SOX), reduced managerial risk taking, decreased spending on R&D and capital expenditures, and reduced accruals-based earnings management whileincreasing real earnings management. Since real earnings management is potentially more difficult for investors to detect than accruals-based earnings management, a possible consequence of SOX could be an increase in agency costs since 2002. To control for the potential structural changes imposed by SOX both in terms of expected returns and the level of equity incentives, we perform our analysis for the pre-SOX and post-SOX time periods separately. For each of the two time periods, our results suggest a favorable effect of CEO equity incentives on firm value (as reflected in the lower ex ante equity risk premium), although the effect appears to be stronger in the post-SOX period.Our study contributes to the literature on the valuation of equity incentives. We provide (to our knowledge) first-time evidence on the relation between CEO equity incentives and the ex ante cost of equity capital. Prior research has focused by and large on the consequences of managerial equity incentives for firm performance (Mehran 1995; Hanlon et al.2003) and risk taking (Rajgopal and Shevlin 2002; Coles et al. 2006; Hanlon et al. 2004) rather than on valuation per se. As noted previously, to our knowledge only two prior studies (Aboody1996 and Mehran 1995, both based on pre-1991 data) have examined the pricing of managerial equity incentives, with mixed results.In our study, we provide evidence on the valuation effects of CEO equity incentives based on more recent (1992–2007) data. By focusing on more recent data, our findings relate to a growing line of research on the association between equity-based compensation and accounting information quality. Specifically, Coffee (2004) suggests that the $1 million limit on the tax deductibility of cash compensation for senior executivesimposed by Congress in 1993 motivated firms to make greater use of equity compensation which, in turn, increased the sensitivity of managers to the firm’s stock price. Bergstresser and Philippon (2006) and Cheng and Warfield (2005) provide evidence which suggests that equity incentives are positively related to the magnitudeof accruals-based earnings management. Similarly, Burns and Kedia (2006) and Efendi et al. (2007) report CEO equity incentives to be positively related to accounting irregularities and the subsequent restatement of previously issued financial statements. Thus, prior research suggests that equity-based compensation has a negative effect on the quality of earnings reported by firms. Consistent with several published empirical studies that support the notion that lower information quality is priced in a higher cost of equity capital (e.g., Bhattacharya et al. 2003; Francis et al. 2005), CEO equity incentives could potentially lower firm value by increasing the firm-specific equity risk premium.As noted previously, we document that CEO equity incentives (despite the associated lower informat ion quality) are related negatively to the firm’s ex ante equity risk premium, implying that equity incentives increase firm value by lowering the firm’s cost of equity capital.Thus, our findings suggest that the positive CEO-shareholder incentive alignment effect associated with equity incentives dominates the dysfunctional information quality effect.Since 1992, the Securities and Exchange Commission (SEC) has mandated the public disclosure of executive compensation data to promote informed decision making by investors. Our ?ndings provide further evidence that these disclosuresincrease the informativeness of stock prices in competitive securities markets. Collectively, given that CEO compensation is a topic of ongoing interest (Jensen et al. 2004; Reich 2007), our ?ndings indicate that CEO equity incentives in?uence ?rm value favorably through a cost of equity capital channel.Concluding remarksPrior research (e.g., Goldman and Slezak 2006; Jensen et al. 2004) suggests that CEO equity incentives can be a double-edged sword. On the one hand, these incentives can mitigate the agency problem by aligning the interests of the CEO with those of the shareholders (i.e., by inducing CEOs to prefer more optimal, albeit risky, investment choices). On the other hand, these incentives can lead to excessive sensitivity to share price performance and induce executives to manipulate reported earnings with an eye on the stock price. In other words, by promoting perverse reporting incentives and lowering the quality of accounting information pertinent to investor pricing decisions, CEO equity incentives can potentially be a part of, not a remedy for, the agency problem. However, to our knowledge there is little to no prior evidence to suggestwhich effect—the positive incentive alignment effect or the perverse information quality effect—dominates.We contribute to the literature in several ways. First, we show that CEO equity incentives are negatively related to the firm-specific equity risk premium, i.e., the positive incentive alignment effect associated with these incentives dominates the dysfunctional information quality effect in the pricing of the firm-specific ex ante equity risk premium. Second, since equity incentives are intended to induce CEOs to make more optimal (albeit risky) investment decisions, the effect of these incentiveson shareholder wealth in the post-SOX time period is of particular interest. Our results suggest that the economic significance of these incentives (i.e., the payoff for shareholders in terms of a lower ex ante equity risk premium and a higher firm value) was in fact higher in the post-SOX time period. Finally, our findings provide further evidence that the SEC mandated disclosures (since 1992) of executive compensation data increases the informativeness of stock prices with respect to the potential implications of CEO equity incentives for the cost of equity capital and firm value. At this time, CEO compensation is a topic of ongoing interest for regulators and investors (Jensen et al. 2004; Reich 2007). Collectively, our findings complement and extend prior research on equity incentives. They are potentially useful in better informing regulators and investors faced with questions about the possible consequences of CEO equity incentives for shareholder wealth.译文：总裁股权激励的投资者定价Jeff P. Boone Inder K. Khurana K. K. Raman摘要本论文的主要目的是探讨首席执行官以股票和期权形式的报酬问题。

人力资源论文之股权激励英文版

XXXXX大学毕业论文附录学生姓名XXX指导教师XXX专业人力资源管理学院管理学院2021年6月8日XXX UniversityAppendixStudent xxxxxxxSupervisor xxxSpecialty Human Resources ManagementSchool Management School2021-06-08原文Management of listed companies in equity-basedincentivesCHAPTER IGeneralArticle1.To further promote the establishment of a listed company, a sound incentive and restraint mechanisms, according to "People's Republic of China Company Law", "the Securities Act of People's Republic of China" and other relevant laws and administrative regulations, the development of this approach.Article2.The term refers to shares of listed companies incentives to the company's shares being the subject of its directors, supervisors, senior management and other staff to carry out long-term incentives. Listed companies to be restricted stock, stock options and the laws and administrative regulations to allow the implementation of other means of equity incentive plans, the application of the provisions of this approach.Article3.Listed company's equity incentive plan implementation, it should be in line with the laws and administrative regulations, the methods and the provisions of the Articles of Association and is conducive to the sustainable development of listed companies, andmust not harm the interests of listed companies. Directors of listed companies, supervisors and senior managers in the implementation of equity incentive plans should be honesty and trustworthiness, diligence, and safeguard the interests of all shareholders.Article4.Listed companies to implement equity incentive plan should be in strict accordance with the relevant provisions and requirements of this approach to information disclosure obligations to fulfill.Article5.For listed companies issued equity incentive plan views of professional bodies, should be honesty, trustworthiness, diligence, to ensure that the document issued by true, accurate and complete.Article6.No person shall make use of equity incentive plans insider trading, price manipulation of securities transactions and securities fraud.Chapter IIGeneral provisionsArticle7.Listed companies, one of the following circumstances shall be the implementation of equity incentive plans: (a) In the last fiscal year a financial accounting report negative opinion issued by a certified public accountant to express an opinion or are unable to audit reports; (b) the recent major violations during the year due to irregularities by the China Securities Regulatory Commission to be an administrative penalty; (c) of the China Securities Regulatory Commission finds that the other cases.Article8.Equity incentive plan target of incentives may include the directors of listed companies, supervisors, senior management, the core technology (business), as well as companies that should inspire other employees, but independent directors should not be included. The following incentives may not be the object: (a) In the last 3 years by stock or announce publicly condemned as inappropriate candidates; (b) the last 3 years due to major violations of law violations by the China Securities Regulatory Commission to be of an administrative penalty; (iii) "People's Republic of China Company Law" shall be provided as the company's directors, supervisors, senior management situations. Equity incentive plan for consideration by the board ofdirectors, board of supervisors of listed companies should be to verify the list of incentives, and to verify the situation to be in that general meeting of shareholders. Article9.Incentive for directors, supervisors, senior managers of listed companies should establish a performance appraisal system and assessment methods, indicators for performance appraisal plan for the implementation of the conditions of equity-based incentives.Article10.Listed companies will not be allowed to stimulate the target equity incentive plan in accordance with the rights of access to loans, as well as any other form of financial assistance, including providing security for their loans.Article11.To the implementation of equity incentive plans of listed companies, based on the actual situation of the Company, through the following sources to resolve the subject of shares: (i) object to the incentive to issue shares; (b) repurchase the shares of the Company; (c) the laws and administrative regulations to allow the other way.Article12.All listed companies effective equity incentive plan involved bringing the total number of shares the subject company shall not exceed 10% of the total share capital. Non-shareholders' general meeting approved a special resolution of any object through a full and effective incentive equity incentive plan of the Company granted a total stock equity of the company shall not exceed 1% of the total. First paragraph of this article, second paragraph referred to the total share capital refers to the most recent general meeting of shareholders approved equity incentive plans of the company's issued share capital of the total.Article13.Listed companies should be in the equity incentive plan on the following matters or statements made clear that: (i) the purpose of equity incentive plans; (b) based on incentive to identify the object and scope; (c) the equity incentive plan to grant the rights and interests of the number of involved in the subject of stock sources, types, quantity and equity of listed companies accounted for a percentage of the total; if at times the implementation of each of the rights and interests to be granted the number of shares involved in the type of subject, source, volume and accounted for the total equity of listed companies percentage; (d) incentives for directors, supervisors, seniormanagement and their respective rights and interests to be given the number of, or equity incentive plan to grant the rights and interests of the percentage of the total; other incentives objects (or their appropriate classification) may be delegate representing the interests of the quantity and equity incentive plan to grant the rights and interests of the percentage of the total; (e) the validity of equity incentive plans authorize the days, right feasible, the subject of stock lock-up period; (f) the grant of restricted stock price or Determination of grant price, the stock option exercise price or exercise price determination; (g) authorized the target incentive benefits, the right conditions, such as performance appraisal system and assessment methods, and to performance appraisal indicators for the implementation of equity-based incentives scheme; (h) equity incentive plan rights and interests involved in the number of the target amount of shares, exercise price or grant price adjustment methods and procedures; (i) the rights and incentives granted the right of the target line procedures;(10) Company and encouragement of their respective rights and obligations of the object; (xi) changes in control of the company, merger, separation, job change occurred incentive target, separation, death matter how the implementation of equity incentive plans; (xii) changes in equity incentive plan, terminated; (xiii) other important matters.Article14.Occurrence of a listed company in Article VII of this approach to one of the cases, should put an end to the implementation of equity incentive plans, may not object to the incentive to continue to grant new rights and interests of the target incentive under the equity incentive plan have been granted but not yet exercised by the exercise of the rights and interests should be discontinued. Equity incentive plans in the implementation process of this approach motivate the target appears in Article VIII shall not be the case the object of incentives, the listed companies shall continue to grant the rights and interests, and its has been granted but not yet exercised by the exercise of the rights and interests should be discontinued.Article15.Target incentive to transfer their income through the equity incentive plan shares, it should be in line with relevant laws and administrative regulations and the provisions of this approach.Chapter IIIRestricted stockArticle16.The term incentive restricted stock is the object in accordance with the equity incentive plan provides for the conditions obtained from the listed companies a certain number of shares of the Company.Article17.Listed companies target incentive award restricted stock, equity incentive plans should be provided for the object granted incentive stock performance conditions, the ban period.Article18.Listed companies to the stock market as a benchmark to determine the price of restricted stock awarded in the following period shall not object to the grant of stock incentives: (i) prior to the publication of periodic reports on the 30th; (b) a matter of significant transactions or major decision-making process to the matter Notice two days after; (c) The other major event that may affect the share price on the date of announcement until two trading days.Chapter IVStock optionsArticle19.The term refers to the listing of stock options granted incentive targets within a certain period of time in the future in order to pre-determined purchase price and conditions of a certain number of shares of the Company's rights. Objects can be the incentive stock options granted during the period specified in a pre-determined purchase price and conditions of a certain number of shares of listed companies can also give up the rights.Target incentive stock options granted shall not be transferable or used to guarantee repayment of debt.Article20.The board of directors of listed companies can be considered in accordance with the approval of shareholders of the General Assembly of the stock options, and decided to grant a one-time or in the awarding of stock options, but out of a total grant of stock options related to the subject of shares shall not exceed the total amount of stockoption plans of the subject involved in the total stock.article21.Authorized on stock options and stock options are granted the right line on the first time, the interval between not less than 1 year.Stock options on the validity of the calculation from the authorization may not exceed 10 years.article22.In the life of stock options, listed companies should provide incentives target the right line in phases.Stock optionsAfter the validity period has been granted the right line but not the stock options may not be the right line.Article23.Listed companies in the award of incentive stock options when the target should be to determine exercise price or exercise price determination. Exercise price should not be less than the higher of the following prices: (i) equity incentive plan prior to the publication of the draft summary of the company trading day closing price of the subject shares; (b) the equity incentive plan prior to the publication of the draft summary of 30 trading days of the company average closing price of the subject. Article24.Shares of listed companies due to the subject of ex-dividend, dividend or other reasons need to adjust the exercise price or the number of stock options, stock option plans in accordance with the provisions of the principles and ways to adjust. The basis of the above listed companies the right to adjust the trip price or the number of stock options should be made by the board of directors and the shareholders' general meeting to consider approval of the resolution, or by the shareholders of the General Assembly decided to authorize the Board of Directors. Lawyers should be on the above adjustment is consistent with this approach, the company charter and the provisions of stock option plans issued by professional advice to the Board of Directors.Article25.Listed companies in the following period shall not object to incentive stock options granted to: (i) prior to the publication of periodic reports on the 30th; (b) a matter of significant transactions or major decision-making process in a matter of notice to thetwo trading days; (c) other possible significant incidents of price from the date of notice of two trading days.Article26.Incentive target should be periodic reports of listed companies after the announcement of the first two trading days to the next periodic report 10 trading days prior to exercise, but not the right experts in the following period: (a) a matter of significant transactions or major decision-making process to Notice of the matter after the two trading days; (b) of the other major event that may affect the share price on the date of announcement until two trading days.Chapter VSupervision and punishmentArticle27.Listed companies file false financial and accounting records, to whom the object of incentives from the financial accounting documents from the date of notice within 12 months from the equity incentive plan received the full benefits of shall be returned to the company.Article28.Listed companies do not meet the requirements of this approach to the implementation of equity incentive plans, the China Securities Regulatory Commission ordered its correction, the company and related persons responsible will be punished according to law; in the correct order, the China Securities Regulatory Commission will not be the company's application documents.Article29.Listed companies are not in accordance with this approach and other relevant provisions of the disclosure of information equity incentive plan and the disclosure of information or false records, misleading statements or material omissions, the China Securities Regulatory Commission ordered its correction, the company and related persons responsible will be punished according to law.The use of fictitious equity incentive plan performance, market manipulation or insider dealing, improper access to benefits, according to China Securities Regulatory Commission, confiscate the illegal income, the responsibility of the relevant measures taken; constitute a crime, investigate and deal with the transfer of the judiciary in accordance with the law.article30.For listed companies issued equity incentive plan views of the relevant professional bodies are not fulfilling the obligations diligence, professional advice issued by the existence of false records, misleading statements or material omissions, the China Securities Regulatory Commission on the relevant professional bodies and supervisory personnel's signature, issued by warning letter, and ordered measures to reform and the transfer of the relevant professional bodies to deal with the competent authorities; the circumstances are serious, punishable by a warning, fines and other penalties; constitute securities violations, they shall be held liable.Chapter VISupplementary Provisionsarticle33.This approach the following terms have the following meanings: the senior management: refers to a listed company manager, deputy manager, finance charge, the Board Secretary and the provisions of the Articles of Association of the others. The subject of stock: means the equity incentive plan, incentive granted the right to object or to purchase shares of listed companies. Interests: the object refers to stimulate equity incentive plan in accordance with the listed company stocks, stock options. Authorized to date: a listed company refers to object to the incentive stock options granted to date. Must be authorized on trading days. Exercise: Object refers to incentive stock options under the incentive plan, within a specified period, to a pre-determined purchase price and conditions for the conduct of the shareholdings of listed companies. The right to a viable date: means the incentive target the right line to start date. The right to be feasible for the trading day on. Exercise Price: listed companies object to the incentive stock options granted by the identified target incentives to buy shares in the prices of listed companies. Award Price: listed companies object to the award of incentive restricted stock to determine when, and inspire the target to obtain the price of the shares of listed companies. The term of "over", "less than" does not contain the number.Article34.This approach applies to shares in the Shanghai and Shenzhen Stock Exchange listed company.Article35.This approach since January 1, 2006 will come into effect.From:Management of listed companies in equity-based incentives翻译上市公司股权鼓励管理方法第一章总那么第一条为进一步促进上市公司建立、健全鼓励与约束机制，依据?中华人民共和国公司法?、?中华人民共和国证券法?及其他有关法律、行政法规的规定，制定本方法。

股权激励外文文献

The Diffusion of Equity Incentive Plans in Italian Listed Companies1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers inAnglo-Saxon countries as compared with other nations (e.g., Bebchuk, Fried and Walker, 2002; Chef?ns and Thomas, 2004; Zattoni, 2007). In the UK and, above all in the US, remuneration encompassesa variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000). In other countries, however, fixed wages have always been the main ingredient in top managers ' pay schemes. Over time, variable -stheormrt pay has become more substantial and the impact of fringe benefits has gradually grown. Notwithstanding, incentives linked to reaching medium to long-term company goals have never been widely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-term incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changesin the institutional and market environment at the local and global levels. Particularly important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate or tax regulation (Chef?ns and Thomas, 2004). Driven by these changes in the institutional and market environment, we observe a global trend toward the “ Americanization of international pay practices, ” characterized by high incentives andvery lucrative compensation mechanisms (e.g., Chef?ns, 2003; Chef?nsand Thomas,2004) .Ironically, the spread of the US pay paradigm around the world happens when itis hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incentive plasn (Chef?ns and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive very lucrative compensation packages. The '80s and '90s saw an increasingdisparity between CEO 's pay and that o-farnadn-k?le workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing level of CEOs' and executives ' compensation are annual bonuses and, above all, stock option grants (Conyon and Murphy, 2000). Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of the firm 'vsalue (Bebchuk et al., 2002;Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK. The choice to investigate this phenomenon in Italy relies on the following arguments. First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK. Second, ownership structure and governancepractices in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments until the end of the '90s.Our goal is to compare the explanatory power of three competing views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influence the pay process for their own benefit (Bebchuk et al., 2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states that companies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasonswhy Italian listed companies adopted equity incentive plans since the end of the a '90s. To gai deep understanding of the phenomenon,we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e., technical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-of-means statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a fewcases suggest this possibility; and 3) plans ' characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adopted to take advantageof large tax benefits, and that in some occasions they may have been used by controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. On the one hand, they declared that plans were aimed to align shareholders a'nd managers' interests and incentive value creation. On the other hand, thanks to the lack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders —for their implicit alignment of interests and incentive to value creation —without implying a substantive improvement of governance practices.2. Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001). Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their activism. Finally, the stock market is relatively small and undeveloped, and the market for corporate control is almost absent (Bianco, 2001). In short, the Italian governance system can be descibr ed as a system of “weak managers,strong blockholders, and unprotected minority shareholders ” (Melis, 2000: 354).The board of directors is traditionally one tier, but a shareholders g'eneral meeting must appoint also a board of statutory auditors as well whose main task is to monitor the directors ' performance (Melis, 2000). Further, some stupduiebslished in the '90s showed that the board of directors wuansderthe relevant influence of large blockholders. Both inside and outside directors were in fact related to controlling shareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of topmanagers'remuneration, and incentive schemeslinked to reaching medium to long term company goals have never been widely used (Melis, 1999). Equity incentive schemes adopted by Italian companies issue stocks to all employees unconditionally for the purpose of improving the company atmosphere and stabilizing the share value on the Stock Exchange. Only very few can be compared with stock option plans in the true sense of the term. Even in this case, however, directors and top managers were rarely evaluated through stock returns, because of the supposed limited ability of the Italian stock market to measure firm's performance (Melis, 1999).3. The Evolution of Italian Institutional ContextThe institutional context in Italy has evolved radically in the last decade, creating the possibility for the dissemination of equity incentive plans. The main changes90s (Zattoni, regarded the development of commercial law, the introduction and updating of the code of goodgovernance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commercial law (1998, 2003, and 2005) and the introduction (1999) and update (2002) of the national code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006).Financial markets and corporate law reforms improved the efficiency of the Stock Exchange and created an institutional environment more favorable to institutional investors ' activism (Bianchi aE n driques, 2005) . At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. These reforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentive plans. Both the white paper of the Ministry of the Industry and Foreign Commerce and the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creation culture in Italian companies. Furthermore, in 1997 fiscal regulations were enactedallowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance of new stocks to employees by an employer or another company belonging to the same group did not represent compensation in kind for income tax purposes (Autuori 2001). In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued to favor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plans became widely diffused amongItalian listed companies at the end of the2006) . Ironically, the diffusion of these instruments -in Italy and in other countries, such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005), and Japa n (Nagaoka, 2005)-took place whe n they were stron gly debated in the US for their unpredicted consequencesand the malpractices associated with their use (Bebchuk et al., 2002).4. The Rationales Explaining the Adoption of Equity IncentivePlansEquity incentive plans are a main component of executive compensation in the US. Their use is mostly founded on the argument that they give managers an incentive to act in the shareholdersin'terests by providing a direct link between their compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyond that, equity incentive plans also have other positive features, as they may contribute to the attraction and retention of highly motivated employees, encourage beneficiaries to take risks, and reduce direct cash expensesfor executive compensation (Hall and Murphy, 2003).Despite all their positive features, the use of equity incentive plans is increasingly debated in the US. In particular, critics question their presumed effectiveness in guaranteeing the alignment of executives ' and shareholders ' inThey point out that these instruments may be adopted to fulfill other objectives, such as to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or even to achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002). In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimal contracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk et al., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packages are designed to minimize agency costs between top managers (agents) and shareholders(principals) (Jensenand Meckling, 1976). The boards of directors are effective governance mechanisms aimed at maximizing shareholder value and the top management'csompensationscheme is designed to serve this objective (Fama andJensen, 1983). Providing managers with equity incentive plans may mitigate managerial self-interest by aligning the interests of managers and shareholders (Jensen and Meckling, 1976). Following the alignment rationale, equity incentives may improve firm performance, as managers are supposed to work for their own and shareholders 'benefit (Jensen and Murphy, 1990). In short, these instruments are designed to align the interests of managers with those of shareholders, and to motivate the former to pursue the creation of share value (Jensen and Murphy, 1990).4.1 the principle of equity incentiveManagers and shareholders is a delegate agency relationship managers operating in assets under management, shareholders entrusted. But in fact, in the agency relationship, the contract between the asymmetric information, shareholders and managersare not completely dependent on the manager'smoral self-discipline. The pursuit of the goals of shareholders and managers is inconsistent. Shareholders want to maximize the equity value of its holdings of managers who want to maximize their own utility, so the "moral hazard" exists between the shareholders and managers, through incentive and restraint mechanisms to guide and limit the behavior of managers.In a different way of incentives, wages based on the manager's qualification conditions and company, the target performance of a predetermined relatively stable in a certain period of time, a very close relationship with the company's target performance. Bonuses generally super-goal performance assessment to determine the part of the revenue manager performance is closely related with the company's short-term performance, but with the company's long-term value of the relationship is not obvious, the manager for short-term financial indicators at the expense of the company long-term interests. But from the point of view of shareholders' investment, he was more concerned with long-term increase in the value of the company. Especially for growth-oriented companies, the value of the manager's more to reflect the increase in the company's long-term value, rather than just short-term financial indicators.In order to make the managers are concerned about the interests of shareholders need to make the pursuit of the interests of managers and shareholders as consistent as possible. In this regard, the equity incentive is a better solution. By making the manager holds an equity interest in a certain period of time, to enjoy the value-added benefits of equity risk in a certain way, and to a certain extent, you can make managers more concerned about the long-term value of the company in the business process. Equity incentive incentive and restraint to prevent short-term behavior of the manager, to guide its long-term behavior.4.2 Equity Incentive mode(1) The performance of stockRefers to a more reasonable performance targets at the beginning of the year, if the incentive object to the end to achieve the desired goal, the company granted a certain number of shares or to extract a reward fund to buy company stock. The flow of performance shares realized that usually havethe time and number restrictions. Another performance of the stock in the operation and role relative to similar long-term incentive performance units and performance stock difference is that the performance shares granted stock, performance units granted cash.(2) stock optionsRefers to a company the right to grant incentive target incentive object can purchase a certain amount of the outstanding shares of the Company at a predetermined price within a specified period may be waived this right. The exercise of stock options have the time and limit the number of cash and the need to motivate the objects on their own expenditure for the exercise. Some of our listed companies in the application of virtual stock options are a combination of phantom stock and stock options, the Company granted incentive object is a virtual stock options, incentive objects rights, phantom stock. (3) virtual stockThat the company awarded the incentive target a virtual stock incentive objects which enjoy a certain amount of the right to dividends and stock appreciation gains, but not ownership, without voting rights, can not be transferred and sold, expire automatically when you leave the enterprise.(4) stock appreciation rightsMeans the incentive target of a right granted to the company's share price rose, the incentive object can be obtained through the exercise with the corresponding number of stock appreciation gains, the incentive objects do not have to pay cash for the exercise, exercise, get cash or the equivalent in shares of companies .(5) restricted stockRefers to the prior grant incentive target a certain number of company shares, but the source of the stock, selling, etc. There are some special restrictions, generally only when the incentive object to accomplish a specific goal (eg, profitability), the incentive target in order to sell restricted stock and benefit from it.(6) The deferred paymentRefers to a package of salary income plan designed to motivate object, which part of the equity incentive income, equity incentive income was issued, but according to the fair market value of the company's shares to be converted into the number of sharesafter a certain period of time, the form of company stock or when the stock market value in cash paid to the incentive target.(7) the operator / employee-ownedMeans the incentive target to hold a certain number of the company's stock, the stock is a free gift incentive target, or object of company subsidy incentives to buy, or incentive target is self-financed the purchase. Incentive objects can benefit from appreciation in the stock losses in the devaluation of the stock.(8) Management / employee acquisitionMeans to leverage financing to the company's managementor all employees to purchase shares of the Company, to become shareholders of the Company and other shareholders of risk and profit sharing, to change the company's ownership structure, control over the structure and asset structure, to achieve ownership business.(9) The book value appreciation rightsDivided into specific buy and virtual two. Purchasetype refers to the incentive target in the beginning of the period per share net asset value of the actual purchase of a certain number of shares, end of period value of the net assets per share at the end of the period and then sold back to the company. Virtual type incentive target in the beginning of the period without expenditure of funds granted by the Company on behalf of the incentive target a certain number of shares calculated at the end of the period, according to the increment of the net assets per share and the number of shares in the name of the proceeds to stimulate the object, and accordingly to incentive target payment in cash.。

会计专业外文翻译--我国上市公司高管股权激励计划现状

外文原文：SOE Execs: Get Ready For Stock IncentivesTAN WEIStock option incentive plan will soon be available to state-owned enterprise executives, but will it lead to greater prosperity or new problems?A trailblazing new scheme to infuse state-owned enterprises (SOEs) with incentive stock options is under way. It’s a plan that may bolster company performance, but it’s not without risks.On August 15, Li Rongrong, Minister of the State-owned Assets Supervision and Administration Commission (SASAC), disclosed that after careful study, a stock option incentive trial plan will be carried out in the listed SOEs.According to the trial plan, about 102 A-share listed SOEs are expected to be the trial companies. The short list of some of those expecting to participate includes: China Unicom, Citic Group, Kweichow Moutai, China Merchants Bank and Beijing Financial Street Holding Co.Stock option incentive plan is designed to entice executives to work hard for the long - term development of their companies. As stocks rise based on company performance, they too gain through this profits haring arrangement. This kind of incentive plan is popular in foreign countries, especially in the United States, where stock options can account for as high as 70 percent of a CEO’s in come. Further, many economists believe the stock option incentive plan optimizes corporate governance structure, improve management efficiency and enhance corporate competitiveness.On the other hand, after the Measure s on the Administration of Stock Incentive Plans of Listed Companies was issued early this ye a r, some of the companies turned out to have misused the incentive stock options. The result was insider dealings, performance manipulation as well as a manipulation of the company stock price.“A lthough the stock option incentive scheme is a frequently used tool to encourage top management, it could also be a double - edged sword especially in an immature market economy,” Li said. The SASAC is therefore taking a cautious approach, placing explicit requirements on corporate governance, the target and extent of the incentivemeasures, Li added.Li stated that the overseas-listed SOEs would be the first few companies that will implement the mechanism because of their sound management structure and law-abiding nature. Then the domestic listed SOEs will have the chance to embrace incentive stock options, which would be promoted if the trial results were good.Executive face-liftAs for more than 900 listed SOEs, the personnel structure of the boards of directors will pro b ably face substantial change. That’s because the plan states that if the s t o ck option incentive mechanism is going to be implemented in listed SOEs, external directors should account for half of the board of directors.The trial plan introduced the concept of external directors for the first time. The external director should be legally recommended by directors of listed SOEs, and should not be working in the listed SOEs or in a holding company, said the plan. However, currently, most of boards of directors of listed SOEs are not in compliance with the requirement. They have to readjust the structure of board of directors to fit in with the new mechanism.“For most of the SOEs which are listed in the A-share market, their boards of directors are made up of non-external directors and independent directors, which means that apart from independent directors, members of board of directors are all working for the listed company or for the large shareholder,” said Zhu Yongmin, an economis t with the Central University of Finance and Economics. “If the stock option incentive mechanism is to be carried out in those companies, a large-scale restructuring of board of directors is unavoidable and external directors must be introduced into the bo ard.”China Securities Regulatory Commission (CSRC) stipulates that an independent director is one who doesn’t hold another office beyond his job as a director, and has no such relations with major share holder that would interfere with the exercise of independent and objective judgment.“Currently, the independent directors of listed companies can be categorized as external directors,” Zhu said. “However, the definition of external director is much broader than independent director. Those who work for a company which has business ties with a listed company, though they do not meet the requirements of being anindependent director, but can be considered an external director.”Additionally, the trial plan also stipulates that the salary committee of listed SOEs that exercise the stock option incentive mechanism should be composed of external directors. However, for most of the listed companies, there are still non - external directors. As a result, a considerable number of listed SOEs need to transform their salary committee to fulfill the prerequisites of the stock option incentive mechanism.Avoiding over-compensationOver- compensation is something that the trial stock plan is trying to avoid as well.Therefore, the trial plan states that domestic listed SOEs’ executives should receive no more than 30 percent of their total salary (including options and dividends). But as for the overseas-listed SOEs, the maximum incentive is 40 percent of the target salary.The trial plan also fixes the volume of incentive stock options.The trial plan states that the volume of incentive stock options should be fixed in accordance with the scale of the listed company and the number of incentive objectives. The number of share allocated may not exceed 10 percent of the c ompany’s total share capital and no less than 0.1 percent.In fact, Beijing Review was informed by the CSRC that some 20 listed SOEs also began exploring stock option incentive schemes in the first half of this year. But none of them received approval from the CSRC because their schemes revealed sharp contrast with the trial plan in terms of the scale of incentive stock options offered.Results-orientedUnder the trial plan, better performance is a must to obtain stock privileges.The number of incentive stock options that senior executives in listed SOEs can get depends on their annual performance. If they cannot fulfill the targeted objective s , the listed company may have the right to take back the incentive the stock options or purchase them back at the price at which they we re sold to the executives .Zhu Yongmin noted that the stock option incentive plan is not invariable. The directors of listed companies, senior executives, and core technological and management personnel may not get the target stock options if they fail to achieve a satisfactory performance.No freebiesFor sure, state stocks won’t be given to executives for free, under the trial plan.“The state stocks have prices,” Zheng said. “If they we re paid to senior executives for free in the name of incentive stocks, it is equal to a loss of state assets. To elaborate, the incentive stocks should be the increment of stocks that are earned by the executives for listed SOEs after the implementation of the trial plan, and should not be previous stock inventory. In short, the past is past. Only future stock increases can be used as incentive stocks.”Further, “The incentive stocks should not be paid only by the SASAC, which is the largest shareholder of all the central SOEs,” said Zheng Pe imin, Chairman of Shanghai Realize Investment Consulting Co., who took part in drafting the trial plan,. “ The incentive plan should be a joint action of all share holders of a company and they should shoulder the same responsibility and enjoy equal benefi t .”Already, share holders pay for salaries of directors, senior executives and technology management staff.“The incentive stocks should also be paid by all shareholders.” Zheng said. “For instance, if the government, or a state owned enterprise, holds 60 percent of a listed SOE, they should only pay 60 percent of the incentive stocks and 40 percent should be paid by other share holders.”Investor pricing of CEO equity incentivesJeff P. Boone Inder K. Khurana K. K. RamanAbstractThe main purpose of this paper is to explore CEO compensation in the form of stock and options.The objective of CEO compensation is to better align CEO-shareholder interests by inducing CEOs to make more optimal (albeit risky) investment decisions. However, recent research suggests that these incentives have a significant down-side (i.e., they motivate executives to manipulate reported earnings and lower information quality). Given the conflict between the positive CEO-shareholder incentive alignment effect and the dysfunctional information quality effect, it is an open empirical question whether CEO equity incentives increase firm value. We examine whether CEO equity incentives are priced in the firm-specific ex ante equity risk premium over the 1992–2007 time period. Our analysis controls for two potential structural changes over this time period. The first is the 1995 Delaware Supreme Court ruling which increased protection from takeovers (and decreased risk) for Delaware incorporated firms. The second is the 2002 Sarbanes–Oxley Act which impacted corporate risk taking, equity incentives, and earnings management. Collectively, our findings suggest that CEO equity incentives, despite being associated with lower information quality, increase firm value through a cost of equity capital channel.Keywords：CEO equity incentives，Information quality，Cost of equity capitalIntroductionIn this study, we investigate investor pricing of CEO equity incentives for a large sample of US firms over the period 1992–2007.Because incentives embedded in CEO compensation contracts may be expected to influence policy choices at the firm level, our objective is to examine whether CEO equity incentives influence firm value through a cost of equity capital channel.Prior research (e.g., Jensen et al. 2004; Jensen and Murphy 1990) suggests that equity- based compensation, i.e., CEO compensation in the form of stock and options, provides the CEO a powerful inducement to take actions to increase shareholder value (by investing in more risky but positive net present value projects). Put differently,equity incentives are expected to help mitigate agency costs by aligning the interests of the CEO with those of the shareholders, and otherwise help communicate to investors the important idea that the firm’s objective is to maximize shareholder wealth (Hall and Murphy 2003).However, recent research contends that equity incentives also have a perverse or dysfunctional downside. In particular, equity-based compensation makes managers more sensitive to the firm’s stock price, and increases their incentive to manipulate reported earnings—i.e., to create the appearance of meeting or beating earnings benchmarks (such as analysts’ forecasts)—in an attempt to bolster the stock price and their per sonal wealth invested in the firm’s stock and options (Bergstresser and Philippon 2006; Burns and Kedia 2006; Cheng and Warfield 2005). Stated in another way, CEO equity incentives can have an adverse effect on the quality of reported accounting information. As noted by Bebchuk and Fried (2003) and Jensen et al. (2004), by promoting perverse financial reporting incentives and lowering the quality of accounting information, equity-based compensation can be a source of, rather than a solution for, the agency problem.Despite these arguments about the putative ill effects of equity incentives, equity-based compensation continues to be a salient component of the total pay packages for CEOs. Still, given the conflict between the positive incentive alignment effect and the dysfunctional effect of lower information quality, it is an open empirical question whether CEO equity incentives increase firm value. To our knowledge, prior research provides mixed evidence on this issue. For example, Mehran (1995) examines 1979–1980 compensation data and finds that equity-based compensation is positively related to the firm’s Tobin’s Q. By contrast, Aboody (1996) examines compensation data for a sample of firms for years 1980 through 1990, and finds a negative correlation be tween the value of outstanding options and the firm’s share price, suggesting that the dilution effect dominates the options’ incentive alignment effect. Moreover, both these studies are based on dated (i.e., pre-1991) data.In our study, we examine whether CEO equity incentives are related to the firm-specific ex ante equity risk premium, i.e., the excess of the firm’s ex ante cost of equity capital over the risk-free interest rate (a metric discussed by Dhaliwal et al. 2006).Consistent with Core and Guay (2002), we measure CEO equity incentives as the sensitivity of the CEO’s stock and option portfolio to a 1 percent change in the stockprice. Based on a sample of 16,502 firm-year observations over a 16 year period (1992–2007), we find CEO equity incentives to be negatively related to the firm’s ex ante equity risk premium, suggesting that the positive incentive alignment effect dominates the dysfunctional effect of lower information quality.In other analysis, we attempt to control for two regulatory (structural) changes that occurred during the 1992–2007 time period of our study.As pointed out by Daines (2001), regulatory changes can have an impact on firm values and returns as well as the structure of executive compensation. First, Low (2009) finds that following the 95 Delaware Supreme Court ruling that resulted in greater takeover protection, managers reduced firm risk by turning down risk-increasing (albeit positive NPV) projects. In response, firms increased CEO equity incentives to mitigate the risk aversion. Potentially, the impact of the Delaware ruling on managers’ risk aversion and the follow-up increase in equity incentives (to mitigate the increase in managers’ risk aversion following the ruling) may have resulted in a structural change in our sample at least for firms incorporated in Delaware. To control for this potential structural impact, we perform our analysis for Delaware incorporated firms for 1996–2007 separately. Our results suggest that the favorable effect of CEO equity incentives on firm value (as reflected in the lower ex ante equity risk premium) is similar for Delaware firms and other firms.Second, a number of studies (e.g., Cohen et al. 2007, 2008; Li et al. 2008) indicate that the 2002 Sarbanes–Oxley Act (SOX) lowered equity incentives (i.e., reduced the proportion of equity incentives to total compensation post-SOX), reduced managerial risk taking, decreased spending on R&D and capital expenditures, and reduced accruals-based earnings management while increasing real earnings management. Since real earnings management is potentially more difficult for investors to detect than accruals-based earnings management, a possible consequence of SOX could be an increase in agency costs since 2002. To control for the potential structural changes imposed by SOX both in terms of expected returns and the level of equity incentives, we perform our analysis for the pre-SOX and post-SOX time periods separately. For each of the two time periods, our results suggest a favorable effect of CEO equity incentives on firm value (as reflected in the lower ex ante equity risk premium), although the effect appears to be stronger in the post-SOX period.Our study contributes to the literature on the valuation of equity incentives. Weprovide (to our knowledge) first-time evidence on the relation between CEO equity incentives and the ex ante cost of equity capital. Prior research has focused by and large on the consequences of managerial equity incentives for firm performance (Mehran 1995; Hanlon et al.2003) and risk taking (Rajgopal and Shevlin 2002; Coles et al. 2006; Hanlon et al. 2004) rather than on valuation per se. As noted previously, to our knowledge only two prior studies (Aboody1996 and Mehran 1995, both based on pre-1991 data) have examined the pricing of managerial equity incentives, with mixed results.In our study, we provide evidence on the valuation effects of CEO equity incentives based on more recent (1992–2007) data. By focusing on more recent data, our findings relate to a growing line of research on the association between equity-based compensation and accounting information quality. Specifically, Coffee (2004) suggests that the $1 million limit on the tax deductibility of cash compensation for senior executives imposed by Congress in 1993 motivated firms to make greater use of equity compensation which, in turn, increased the sensitivity of managers to the firm’s stock price. Bergstresser and Philippon (2006) and Cheng and Warfield (2005) provide evidence which suggests that equity incentives are positively related to the magnitude of accruals-based earnings management. Similarly, Burns and Kedia (2006) and Efendi et al. (2007) report CEO equity incentives to be positively related to accounting irregularities and the subsequent restatement of previously issued financial statements. Thus, prior research suggests that equity-based compensation has a negative effect on the quality of earnings reported by firms. Consistent with several published empirical studies that support the notion that lower information quality is priced in a higher cost of equity capital (e.g., Bhattacharya et al. 2003; Francis et al. 2005), CEO equity incentives could potentially lower firm value by increasing the firm-specific equity risk premium.As noted previously, we document that CEO equity incentives (despite the associated lower information quality) are related negatively to the firm’s ex ante equity risk premium, implying that equity incentives increase firm value by lowering the firm’s cost of equity capital.Thus, our findings suggest that the positive CEO-shareholder incentive alignment effect associated with equity incentives dominates the dysfunctional information quality effect.Since 1992, the Securities and Exchange Commission (SEC) has mandated thepublic disclosure of executive compensation data to promote informed decision making by inves tors. Our ﬁndings provide further evidence that these disclosures increase the informativeness of stock prices in competitive securities markets. Collectively, given that CEO compensation is a topic of ongoing interest (Jensen et al. 2004; Reich 2007), our ﬁndings indicate that CEO equity incentives inﬂuence ﬁrm value favorably through a cost of equity capital channel.Concluding remarksPrior research (e.g., Goldman and Slezak 2006; Jensen et al. 2004) suggests that CEO equity incentives can be a double-edged sword. On the one hand, these incentives can mitigate the agency problem by aligning the interests of the CEO with those of the shareholders (i.e., by inducing CEOs to prefer more optimal, albeit risky, investment choices). On the other hand, these incentives can lead to excessive sensitivity to share price performance and induce executives to manipulate reported earnings with an eye on the stock price. In other words, by promoting perverse reporting incentives and lowering the quality of accounting information pertinent to investor pricing decisions, CEO equity incentives can potentially be a part of, not a remedy for, the agency problem. However, to our knowledge there is little to no prior evidence to suggest which effect—the positive incentive alignment effect or the perverse information quality effect—dominates.We contribute to the literature in several ways. First, we show that CEO equity incentives are negatively related to the firm-specific equity risk premium, i.e., the positive incentive alignment effect associated with these incentives dominates the dysfunctional information quality effect in the pricing of the firm-specific ex ante equity risk premium. Second, since equity incentives are intended to induce CEOs to make more optimal (albeit risky) investment decisions, the effect of these incentives on shareholder wealth in the post-SOX time period is of particular interest. Our results suggest that the economic significance of these incentives (i.e., the payoff for shareholders in terms of a lower ex ante equity risk premium and a higher firm value) was in fact higher in the post-SOX time period. Finally, our findings provide further evidence that the SEC mandated disclosures (since 1992) of executive compensation data increases the informativeness of stock prices with respect to the potential implications of CEO equity incentives for the cost of equity capital and firm value. At this time, CEO compensation is a topic of ongoing interest for regulators and investors(Jensen et al. 2004; Reich 2007). Collectively, our findings complement and extend prior research on equity incentives. They are potentially useful in better informing regulators and investors faced with questions about the possible consequences of CEO equity incentives for shareholder wealth.中文译文：国有企业高管：准备迎接股权激励计划股票期权激励计划将很快应用于国有企业管理人员，但这会带来更大的繁荣，还是新的问题？一个开创性的计划正被引入——国有企业正在实施股票期权激励计划，它可能会增强公司业绩，但它并非没有风险。