聯(lián)發(fā)股份長期激勵方案再設(shè)計
發(fā)布時間：2018-08-19 15:47
【摘要】：1993年以來中國公司的長期激勵一直在不斷的實踐中摸索前行。證監(jiān)會在2016年正式頒布了《上市公司股權(quán)激勵管理辦法》以及《關(guān)于上市公司實施員工持股計劃試點的指導(dǎo)意見》兩個規(guī)范性文件,為公司制定長期激勵管理辦法提供了進(jìn)一步參考依據(jù),相關(guān)法規(guī)的不斷完善也引導(dǎo)著長期激勵的制定實施逐漸走上正軌。但受制于中國市場的狀況、公司本身及其所處行業(yè)的特點,長期激勵在中國不同公司間效果差別大,甚至成為管理層套利的工具,公司、股民共同為此付出代價。在此背景下,本文選取了聯(lián)發(fā)股份2016制定并通過的《長期激勵基金管理辦法》作為主要研究對象,介紹了公司情況以及方案的具體設(shè)計思路,從所處行業(yè)、公司本身特點的角度分析了聯(lián)發(fā)股份設(shè)計長期激勵基金的主要目的和考慮的方面。另外選取了常用的三種激勵方式:現(xiàn)金薪酬激勵、員工持股計劃、股票期權(quán),總結(jié)了它們在中國實施時所遇到的問題,結(jié)合長期激勵基金方案進(jìn)行了各種角度的對比,分析了聯(lián)發(fā)股份在當(dāng)前的中國市場環(huán)境下選用現(xiàn)金薪酬作為激勵基礎(chǔ)的原因以及類似于美式員工持股計劃退休福利計劃的表現(xiàn)形式。本文選用了委托代理理論對其設(shè)計進(jìn)行分析,并從改善公司業(yè)績、留住人才、處理委托代理問題三個方面對方案的主要設(shè)計進(jìn)行了分析,結(jié)合個人所得稅、激勵資金投資、未兌付基金捐贈三方面細(xì)節(jié)的具體分析,兼顧整體與細(xì)節(jié)�？紤]到方案的初步成型,一些方面存在的風(fēng)險以及不足,本文使用了較長篇幅結(jié)合弗洛姆期望理論以及激勵理論的發(fā)展在原方案的基礎(chǔ)上進(jìn)行了修改及補(bǔ)充。主要集中在方案存在的法律風(fēng)險,資產(chǎn)管理或信托投資收益為負(fù)時的補(bǔ)充步驟設(shè)計;收緊提取激勵基金的約束條件,同時增加方案的懲罰機(jī)制,統(tǒng)一獎懲,避免激勵成為一項福利;對方案的時效性做出了部分調(diào)整,兼顧短周期內(nèi)激勵;在方案總體上,基于實踐考慮,提出非循環(huán)式的基金池運(yùn)作方法;加強(qiáng)方案的配套措施,尤其是隱性激勵、內(nèi)部晉升等方面。本文最后結(jié)合長期激勵基金方案原本的設(shè)計以及新提出的改進(jìn)建議,整合了整個方案,提出了與公司治理結(jié)合的激勵系統(tǒng):以凈利潤增加額、凈資產(chǎn)收益率兩個指標(biāo)為基礎(chǔ),以任職時間、職務(wù)級別、個人績效為重要評價標(biāo)準(zhǔn),輔以隱性激勵、員工職業(yè)生涯發(fā)展、內(nèi)部晉升、團(tuán)體協(xié)作等配套措施。并對方案適用的情況進(jìn)行了大體總結(jié)。并在最后總結(jié)了文章和方案的不足,.對未來進(jìn)行了展望。本文立足中國企業(yè)和市場,結(jié)合所處行業(yè),重點分析了長期激勵基金的方案,在此基礎(chǔ)上進(jìn)行改進(jìn)并對其適用范圍進(jìn)行了總結(jié)。
[Abstract]:The long-term motivation of Chinese companies has been groping forward in practice since 1993. In 2016, the Securities Regulatory Commission formally promulgated two normative documents, the "measures on Stock ownership incentive Management of listed companies" and the "guiding opinions on the pilot implementation of employee Stock ownership plans for listed companies". It provides a further reference basis for the company to formulate long-term incentive management measures, and the continuous improvement of relevant laws and regulations also leads to the establishment and implementation of long-term incentives gradually on the right track. But limited by the situation of Chinese market, the company itself and the characteristics of the industry, the long-term incentive in different companies in China, and even become a tool of management arbitrage, companies, shareholders pay a price for this. Under this background, this paper chooses "the long-term incentive fund management method", which is formulated and adopted by the joint development company 2016, as the main research object, introduces the company situation and the concrete design thought of the scheme, from the industry, The main purpose and consideration of the long-term incentive fund are analyzed from the point of view of the company's own characteristics. In addition, the paper selects three common incentive methods: cash compensation incentive, employee stock ownership plan, stock option, summarizes the problems encountered when they are implemented in China, and compares the long-term incentive fund schemes from various angles. This paper analyzes the reasons why joint development shares choose cash compensation as the incentive basis in the current Chinese market environment and the expression form of retirement benefit plan similar to the American employee stock ownership plan. This paper chooses the principal-agent theory to analyze its design, and analyzes the main design of the scheme from three aspects: improving the company's performance, retaining talents, handling the principal-agent problem, combining with personal income tax, encouraging the investment of funds. The detailed analysis of the three aspects of the outstanding fund donation, giving consideration to the whole and the details. In view of the initial formation of the scheme, the risks and shortcomings in some aspects, this paper uses a long length to combine with the development of Fromm's expectation theory and incentive theory to modify and supplement the original plan. It mainly focuses on the legal risk existing in the scheme, the design of supplementary steps when the asset management or trust investment income is negative, and the tightening of the constraint conditions of the incentive fund, at the same time increasing the punishment mechanism of the scheme and unifying the reward and punishment. Avoid incentive to become a welfare; make partial adjustment to the timeliness of the program, taking into account the short period of incentive; in the overall plan, based on practical considerations, put forward a non-circular fund pool operation method; strengthen the supporting measures of the scheme, In particular, hidden incentives, internal promotion and so on. Finally, combining the original design of the long-term incentive fund scheme and the new suggestions for improvement, the whole scheme is integrated, and the incentive system combined with corporate governance is put forward, which is based on the net profit increase and the return on net assets. The important evaluation criteria are tenure, job level and personal performance, supplemented by implicit motivation, career development, internal promotion, group cooperation and other supporting measures. The application of the program is summarized. Finally, the paper summarizes the shortcomings of the article and the scheme. The future is forecasted. Based on Chinese enterprises and markets, this paper focuses on the analysis of the long-term incentive fund scheme, and summarizes its application scope.
【學(xué)位授予單位】：南京大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2017
【分類號】：F426.81;F272.92
，
本文編號：2192119
[Abstract]:The long-term motivation of Chinese companies has been groping forward in practice since 1993. In 2016, the Securities Regulatory Commission formally promulgated two normative documents, the "measures on Stock ownership incentive Management of listed companies" and the "guiding opinions on the pilot implementation of employee Stock ownership plans for listed companies". It provides a further reference basis for the company to formulate long-term incentive management measures, and the continuous improvement of relevant laws and regulations also leads to the establishment and implementation of long-term incentives gradually on the right track. But limited by the situation of Chinese market, the company itself and the characteristics of the industry, the long-term incentive in different companies in China, and even become a tool of management arbitrage, companies, shareholders pay a price for this. Under this background, this paper chooses "the long-term incentive fund management method", which is formulated and adopted by the joint development company 2016, as the main research object, introduces the company situation and the concrete design thought of the scheme, from the industry, The main purpose and consideration of the long-term incentive fund are analyzed from the point of view of the company's own characteristics. In addition, the paper selects three common incentive methods: cash compensation incentive, employee stock ownership plan, stock option, summarizes the problems encountered when they are implemented in China, and compares the long-term incentive fund schemes from various angles. This paper analyzes the reasons why joint development shares choose cash compensation as the incentive basis in the current Chinese market environment and the expression form of retirement benefit plan similar to the American employee stock ownership plan. This paper chooses the principal-agent theory to analyze its design, and analyzes the main design of the scheme from three aspects: improving the company's performance, retaining talents, handling the principal-agent problem, combining with personal income tax, encouraging the investment of funds. The detailed analysis of the three aspects of the outstanding fund donation, giving consideration to the whole and the details. In view of the initial formation of the scheme, the risks and shortcomings in some aspects, this paper uses a long length to combine with the development of Fromm's expectation theory and incentive theory to modify and supplement the original plan. It mainly focuses on the legal risk existing in the scheme, the design of supplementary steps when the asset management or trust investment income is negative, and the tightening of the constraint conditions of the incentive fund, at the same time increasing the punishment mechanism of the scheme and unifying the reward and punishment. Avoid incentive to become a welfare; make partial adjustment to the timeliness of the program, taking into account the short period of incentive; in the overall plan, based on practical considerations, put forward a non-circular fund pool operation method; strengthen the supporting measures of the scheme, In particular, hidden incentives, internal promotion and so on. Finally, combining the original design of the long-term incentive fund scheme and the new suggestions for improvement, the whole scheme is integrated, and the incentive system combined with corporate governance is put forward, which is based on the net profit increase and the return on net assets. The important evaluation criteria are tenure, job level and personal performance, supplemented by implicit motivation, career development, internal promotion, group cooperation and other supporting measures. The application of the program is summarized. Finally, the paper summarizes the shortcomings of the article and the scheme. The future is forecasted. Based on Chinese enterprises and markets, this paper focuses on the analysis of the long-term incentive fund scheme, and summarizes its application scope.
【學(xué)位授予單位】：南京大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2017
【分類號】：F426.81;F272.92
，
本文編號：2192119
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