Binding Say-on-Pay System in Korea and Its Implications on U.S. Compensation System
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Compensation issue for corporate directors and executives lies at the heart of current discussion on corporate governance in many countries. Based on the recognition that the compensation level paid to company’s director and executives are significantly high, excessive compensation which is not linked to recipient’s performance might represent a sharp conflict of interests between management and shareholders. This may also cause further corporate governance problem. From this perspective, in this comparative research paper, I analyze current trends in the regulation of director and executive compensation around the world, specifically the United Kingdom, Australia, France, the United States and Korea. No doubt, the role of compensation regulation is on the rise after the financial crisis, and the standard as to compensation policy and structure seems to be similar in these countries. Say-on-Pay regulations provide shareholders with the ability to vote on their companies’ compensation policies on a periodical basis at the general shareholder meeting. In order to facilitate a closer alignment of shareholders’ interests with those of corporate directors and executives, regulators in many developed countries passed regulations to implement Say-on-Pay policy. However, the details of those Say-on-Pay regulations differs, specifically in the binding effects of their Say-on-Pay rules. Through the analysis of this paper, I figure out the fundamental problems of current compensation system and the regulatory purpose of recent compensation reform. Furthermore, I examine the difference of each nation’s Say-on-Pay regulation in details for providing some implication on future compensation policy. As a conclusion, I suggest that the establishment of Say-on-Pay system in which to reflect close alignment between recipients’ performance and their compensation level is more important than whether Say-on-Pay is binding or non-binding.
Abstract
Compensation issue for corporate directors and executives lies at the heart of current discussion on corporate governance in many countries. Based on the recognition that the compensation level paid to company’s director and executives are significantly high, excessive compensation which is not linked to recipient’s performance might represent a sharp conflict of interests between management and shareholders. This may also cause further corporate governance problem. From this perspective, in this comparative research paper, I analyze current trends in the regulation of director and executive compensation around the world, specifically the United Kingdom, Australia, France, the United States and Korea. No doubt, the role of compensation regulation is on the rise after the financial crisis, and the standard as to compensation policy and structure seems to be similar in these countries. Say-on-Pay regulations provide shareholders with the ability to vote on their companies’ compensation policies on a periodical basis at the general shareholder meeting. In order to facilitate a closer alignment of shareholders’ interests with those of corporate directors and executives, regulators in many developed countries passed regulations to implement Say-on-Pay policy. However, the details of those Say-on-Pay regulations differs, specifically in the binding effects of their Say-on-Pay rules. Through the analysis of this paper, I figure out the fundamental problems of current compensation system and the regulatory purpose of recent compensation reform. Furthermore, I examine the difference of each nation’s Say-on-Pay regulation in details for providing some implication on future compensation policy. As a conclusion, I suggest that the establishment of Say-on-Pay system in which to reflect close alignment between recipients’ performance and their compensation level is more important than whether Say-on-Pay is binding or non-binding.
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