管理层薪酬对公司绩效的研究【外文翻译】

外文翻译原文Salary affect how performanceMaterial Source：Executive Compensation; 2010/2011 Supplement, Author：ModernHealth The SEC has amended its disclosure rules to require, among other matters, a discussion about a company’s compensation policies and pra ctices for all employees if they create risks that are “reasonably likely” to have a material adverse effect on the company, taking into account program features and other factors that mitigate or counteract such risks.The SEC referred in adopting the amendments, indicates that the “reasonably likely” is higher than “possible” but lower than “more likely than not.”That said, a conclusion that the disclosure trigger is not met necessarily rests on an assessment of the balance of risk and reward implied by the company’s compensation program design and incentives, taken as a whole. As with many SEC rules in the post-SOX era, process will be key. A predicate for analyzing the disclosure question will be an inventory and review of the operation of compensation programs for all employees, which should be undertaken promptly in light of the effective date of the rules.In light of regulatory and investor interest arising out of the turbulent climate of 2009, we believe that a focus on the relationship between compensation and risk-at the executive and broad-based levels—will continue. Because this relationship may not always be obvious, even though it is implicit in virtually all significant compensation decisions, we suggest below practical considerations relevant to compensation committee deliberations about these matters.Core Compensation Committee Responsibilities and Risk Compensation committees have four principal responsibilities that intersect with risk, as discussed below.(1) Determining compensation program design.Diversity of compensation opportunities and metrics is the most effective tool to cabin risk implied by a company’s compensation program. A balanced mix of short-and long-term elements ties compensation to the company’s performance, While reflecting the perspective that near-term actions are not only important in and of themselves, but also can have material long-term consequences. A combination of incentives to reward different aspects of the company’s performance also avoids a myopic focus on a single aspect of performance at the expense of other considerations that concern and impact business risk. With in this framework, long-term compensation elements ( e.g. , plans with multi-year targets or performance vesting conditions) generally shoul d have a horizon tied to the company’s business planning cycle to ensure that the committee and management are driven by a common perspective about the company’s prospects and challenges within the context of a board-vetted business plan. In considering plan design, the compensation committee should take into account other features of the compensation program that mitigate the risk of management misconduct or inappropriately risky behavior. These include claw backs and long-term stock ownership requirements. These features of compensation programs have become common in recent years. They should be re-examined periodically and in connection with material changes in business circumstances or compensation plan design. Are the claw back triggers calibrated to th e company’s circumstances and business-rather than being a photocopy of another company’s policy or someone else’s idea of best practice? Are they clear in their operation, while preserving the committee’s ability to exercise its business judgment in deter mining whether to seek compensation recoupment? Given the level of equity incentives granted or to be granted, should stock ownership guidelines be revised to include a “hold through retirement” provision?Moreover, the committee should consider whether the categories of employees covered by specific compensation programs are appropriate in light of overall pay elements and job responsibility and function. For example, if authority to make decisions that may have material risk consequences for the business extends to a relatively broad group of employees, it may be appropriate to incorporate diverse company-wide performance criteria with respect to a similarly broad group of employees, as compared to relatively narrow business unit performance criteria, in order to mitigate the incentive of employees to take inappropriate business unit risks.The committee also should consider the role of its discretionary judgment in determining the amount of performance-based compensation to be paid, as contrasted with strict adherence to objective performance-based formulas. Focus on therequirements of Section 162(m) of the Internal Revenue Code of 1986 generally has oriented committees towards a more formulaic approach to compensation decisions. While such an approach arguably should result in a closer correlation of pay to performance, persuasive arguments can be made that the exercise of committee discretion can be consistent with a pay-for-performance program while at the same time mitigating inappropriate business risks that might otherwise arise from certain performance based compensation programs. In many circumstances, there are approaches to Section 162(m) compliance that permit committees significant discretion to adjust payouts, upwards or downwards relative to objective formulas, to reflect subjective evaluations of performance.Committees also regularly exercise discretion to adjust final awards if the results of strictly formulaic metrics would be either too low or too high.Finally, in reviewing the risk- appropriateness of its compensation program, the committee should invite its compensation consultant and other advisors to provide perspectives about whether and how well the company’s compensation program operates to balance risk and reward and whether other design features are appropriate in light of the company’s particular circumstances and peer group practices.(2) Setting the performance matrix for incentive plans.The compensation committee may be charged with approving threshold, target, and maximum le vels of performance and payout “curves” under the company’s incentive plans, depending on their terms. Determining these plan design features is critical in translating strategic goals into incentives that are calibrated to promote the right kind, and the right amount, of risk-taking by executives. Given the significance and complexity of this responsibility, we discuss setting the performance matrix in more detail below.(3) Understanding compensation-related risk in the context of other mitigating controls and procedures.The compensation committee must refl ect on risk implied by the company’s compensation program through the lens of other risk-mitigating controls and procedures. While listed last, this may in fact be the best first step in the committee’s process, so that the overall “risk lens” is in place on an early and ongoing basis. Other mitigating controls and procedures can include the board’s own risk oversight mechanisms, whether in the form of “enterprise risk management” initiatives, an annua l strategic review or the work of the board’s other key standing committees,such as the audit committee or, if they exist, the risk, compliance, or finance committees. Also relevant are the operation and effectiveness of the company’s internal control over financial reporting, financial policies( e.g. , those addressing leverage, capital allocation, and use of derivatives), controls around areas of subjective judgment within the financial statements and dedicated management functions directed to risk.To the extent that this information is not available to the compensation committee either directly or through the work of the full board, it should consider other means to assure an appropriate ongoing understanding of these risk, such as through overlapping membership or other formal interaction among the board committees that bear responsibility for elements of risk oversight, or by those committees and the full board.译文管理层薪酬对公司绩效的研究资料来源：薪酬补偿 2010/2011 增补作者：摩登.海瑟美国证券交易委员会已修订其披露规则要求，关于一个公司的薪酬政策和做法，对所有员工进行讨论，如果他们创造的是“合理地可能”有对公司造成重大不利影响，可以同时考虑到方案特征和其他因素，减轻或抵消这种风险。