联发股份长期激励方案再设计
发布时间：2018-08-19 15:47
【摘要】：1993年以来中国公司的长期激励一直在不断的实践中摸索前行。证监会在2016年正式颁布了《上市公司股权激励管理办法》以及《关于上市公司实施员工持股计划试点的指导意见》两个规范性文件,为公司制定长期激励管理办法提供了进一步参考依据,相关法规的不断完善也引导着长期激励的制定实施逐渐走上正轨。但受制于中国市场的状况、公司本身及其所处行业的特点,长期激励在中国不同公司间效果差别大,甚至成为管理层套利的工具,公司、股民共同为此付出代价。在此背景下,本文选取了联发股份2016制定并通过的《长期激励基金管理办法》作为主要研究对象,介绍了公司情况以及方案的具体设计思路,从所处行业、公司本身特点的角度分析了联发股份设计长期激励基金的主要目的和考虑的方面。另外选取了常用的三种激励方式:现金薪酬激励、员工持股计划、股票期权,总结了它们在中国实施时所遇到的问题,结合长期激励基金方案进行了各种角度的对比,分析了联发股份在当前的中国市场环境下选用现金薪酬作为激励基础的原因以及类似于美式员工持股计划退休福利计划的表现形式。本文选用了委托代理理论对其设计进行分析,并从改善公司业绩、留住人才、处理委托代理问题三个方面对方案的主要设计进行了分析,结合个人所得税、激励资金投资、未兑付基金捐赠三方面细节的具体分析,兼顾整体与细节。考虑到方案的初步成型,一些方面存在的风险以及不足,本文使用了较长篇幅结合弗洛姆期望理论以及激励理论的发展在原方案的基础上进行了修改及补充。主要集中在方案存在的法律风险,资产管理或信托投资收益为负时的补充步骤设计;收紧提取激励基金的约束条件,同时增加方案的惩罚机制,统一奖惩,避免激励成为一项福利;对方案的时效性做出了部分调整,兼顾短周期内激励;在方案总体上,基于实践考虑,提出非循环式的基金池运作方法;加强方案的配套措施,尤其是隐性激励、内部晋升等方面。本文最后结合长期激励基金方案原本的设计以及新提出的改进建议,整合了整个方案,提出了与公司治理结合的激励系统:以净利润增加额、净资产收益率两个指标为基础,以任职时间、职务级别、个人绩效为重要评价标准,辅以隐性激励、员工职业生涯发展、内部晋升、团体协作等配套措施。并对方案适用的情况进行了大体总结。并在最后总结了文章和方案的不足,.对未来进行了展望。本文立足中国企业和市场,结合所处行业,重点分析了长期激励基金的方案,在此基础上进行改进并对其适用范围进行了总结。
[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.
【学位授予单位】：南京大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：F426.81;F272.92
，
本文编号：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.
【学位授予单位】：南京大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：F426.81;F272.92
，
本文编号：2192119
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