外文翻译---国有企业高管：准备迎接股权激励计划

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。

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）。

中银企业中长期激励计划英文回答：China Citic Bank's long-term incentive plan for enterprises includes the following components:Performance-based bonuses: These bonuses are awarded based on the achievement of specific performance targets, such as profitability, growth, and market share.Equity-based awards: These awards include stock options, restricted stock, and performance shares. They are typically granted to executives and key employees to align their interests with those of the shareholders.Non-cash benefits: These benefits may include housing allowances, car allowances, and medical insurance. They are designed to attract and retain top talent.The purpose of these incentives is to motivateexecutives and employees to perform at a high level and to align their interests with those of the company. By rewarding performance and providing equity-based awards, China Citic Bank can attract and retain top talent and drive long-term value creation.中文回答：中银企业的长期激励计划包括以下组成部分：基于绩效的奖金，这些奖金基于实现特定绩效目标（如盈利能力、增长和市场份额）而发放。

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〕。

高新技术公司股权激励计划Title: High-Tech Company Stock Option PlanHigh-tech companies often find it challenging to retain top talent due to the fierce competition in the industry.To address this issue, our company has decided to implement a stock option plan as a part of our employee retention and motivation strategy.我们公司决定实施股权激励计划，以应对行业内人才竞争激烈的挑战。

The stock option plan is designed to provide employees with a share in the company"s success.It allows them to have a direct stake in the company"s growth and profitability, which in turn motivates them to work harder and contribute more to the company"s success.该股权激励计划旨在让员工共享公司的成功。

它允许员工直接参与公司的增长和盈利，从而激励他们更加努力工作，为公司成功做出更多贡献。

Under the plan, eligible employees will receive stock options based on their job roles, performance, and tenure with the company.The options will be granted over a period of four years, with a one-year cliff, meaning that the options will become exercisable after one year of grant.根据公司的规定，符合资格的员工将根据他们的职位、绩效以及在公司的工作年限获得股票期权。

国企管理层股权激励方案随着国有企业改革的深入推进，国企管理层股权激励方案逐渐成为企业激励管理人员的重要手段。

这一方案旨在通过给予管理层一定比例的股权，激发其对企业发展和股东利益的积极性，提高企业的经营绩效和竞争力。

一、股权激励的定义与意义股权激励是指企业通过给予管理层股权的方式，使其成为企业的股东，从而与企业的经营业绩和股东利益紧密相连。

这种激励方式可以有效地将管理层的个人利益与企业的整体利益相结合，激发管理层的积极性、创造力和责任心，推动企业的发展。

股权激励对国有企业具有重要意义。

首先，股权激励可以帮助企业吸引和留住优秀的管理人才，提高企业的人才竞争力。

其次，股权激励可以将管理层的利益与企业的长期发展相结合，促使管理层更加注重企业的可持续发展。

此外，股权激励还可以提高企业的经营绩效和竞争力，为股东创造更大的价值。

二、国企管理层股权激励方案的设计原则国企管理层股权激励方案的设计应遵循以下原则：1. 公平公正原则：股权激励方案应公平合理，给予不同层次管理人员相应比例的股权，确保激励对象的合理性和公正性。

2. 长期激励原则：股权激励应以长期目标为导向，强调对企业长期发展的贡献，避免短期行为对激励效果的干扰。

3. 风险共担原则：管理层股权激励应与企业风险共担相结合，使管理层在企业经营风险中有所承担。

4. 激励与约束相结合原则：股权激励方案应具有一定的激励性，同时也要有一定的约束力，以避免管理层过度风险投资和滥用职权。

5. 激励与激活相结合原则：股权激励不仅要激励管理层，还要激活全体员工，形成全员参与的激励机制，推动企业整体发展。

三、国企管理层股权激励方案的具体形式国企管理层股权激励方案的具体形式可以有多种选择，以下是常见的几种形式：1. 股票期权：管理层在一定条件下获得购买公司股票的权利，可以在未来一定时间内按事先约定的价格购买公司股票。

2. 限制性股票：管理层获得一定比例的公司股份，但在一定期限内无法自由转让，以此激励其长期发展企业的意愿。

高管薪酬和激励外文翻译（可编辑）高管薪酬和激励外文翻译外文题目 Executive Compensation AndIncentives 外文出处 Acodemy of Management Perspectives,20062:p25-40 外文作者 Martin J. Conyon原文:Executive Compensation And IncentivesMartin J. ConyonExecutive compensation is a complex and controversial subject. For many years, academics, policymakers, and the media have drawn attention to the high levels of pay awarded to U.S. chief executive officers CEOs, questioning whether they are consistent with shareholder interests. Some academics have further argued that flaws in CEO pay arrangements and deviations from shareholders’ interests are widespread and considerable. For example, Lucian Bebchuk and Jesse Fried provide a lucid account of the managerial power view and accompanying evidence. Marianne Bertrand and Sendhil Mullainathan too provide an analysis of the ‘skimmingview’ of CEO pay. In contrast, John Core et al. present an economic contracting approach to executive pay and incentives, assessing whether CEOs receive inefficient pay without performance. In this paper, we show what has happened to CEO pay in the United States. We do not claim to distinguishbetween the contracting and managerial power views of executive pay. Instead, we document the pattern of executive pay and incentives in the United States, investigating whether this pattern is consistent with economic theory.The Context: Who Sets Executive Pay Before examining the empirical evidence presented in this paper, it is important to consider the pay-setting process and who sets executive pay. The standard economic theory of executive compensation is the principal-agent model. The theory maintains that firms seek to design the most efficient compensation packages possible in order to attract, retain, and motivate CEOs, executives, and managers. In the agency model, shareholders set pay. In practice, however, the compensation committee of the board determines pay on behalf of shareholders. A principal shareholder designs a contract and makes an offer to an agent CEO/ manager. Executive compensation ameliorates a moral hazard problem i.e., manager opportunism arising from low firm ownership. By using stock options, restricted stock, and long-term contracts, shareholders motivate the CEO to imize firm value. In other words, shareholders try to design optimal compensation packages to provide CEOs with incentives to align their mutual interests. This is the contract approach to executive pay. Following Core, Guay, and Larcker, an efficient or optimal contract is one “that imizes the net expectedeconomic value to shareholders after transaction costs such ascontracting costs and payments to employees. An equivalent way of saying this is that contracts minimize agency costs.”Several important ideas flow from this definition. First, the contract reduces manager opportunism and motivates CEO effort by providing incentives through risky compensation such as stock options. Second, the optimal contract does not imply a “perfect” contract, only that the firm designs the best contract it can in order to avoid opportunism and malfeasance by the manager, given the contracting constraints it faces. Third, in this arrangement, the firm does not necessarily eliminate agency costs, but instead evaluates the marginal benefits of implementing the contract relative to the marginal costs of doing so. Improvements in regulation or corporate governance can possibly alter these costs and benefits, making different contracts desirable. Moreover, what is efficient at one point in time may not be at another. Improvements in board governance, for example by adding independent directors, may lead to different patterns of compensation, stock, and option contracts that are desirable for one firm but not another.An alternative theory is that CEOs set pay. This is the managerial power view, exemplified recently by Bebchuk and Fried. In this theory, the board and compensation committee cooperate with the CEO and agree on excessive compensation, settling on contracts that are not in shareholders’ interests. This exces s pay constitutes an economic rent,an amount greater than necessary to get the CEO to work in the firm. The constraints the CEOs face are reputation loss and embarrassment if caught extracting rents, what Bebchuk and Fried call “outrage costs.” Outrage matters because it can impose on CEOs both market penalties such as devaluation of a manager’s reputation and social costs?the social costs come on top of the standard market costs. They argue that market constraints and the social costs coming from excessively favorable pay arrangements are not sufficient in preventing considerable deviations from optimal contracting.Executive CompensationThere is substantial disclosure about U.S. executive compensation. The Securities and Exchange Commission SEC expanded and enhanced disclosure rules for U.S. executives in 1992. As a result, the proxy statements of firms contain considerable detail on stock ownership,stock options, and all components of compensation for the top five corporate executives. There are four basic components to executive pay, each having been the subject of much research. First, executives receive a base salary, which is generally benchmarked against peer firms. Second, they enjoy an annual bonus plan, usually based on accounting performance measures. Third, executives receive stock options, which represent a right, but not the obligation, to purchase shares in the future at some pre-specified exercise price. Lastly, pay includes additional compensation such asrestricted stock, long-term incentive plans, and retirement plans.Executive IncentivesWe now turn to executive incentives and the link between pay andfirm performance. The evidence demonstrates that executive compensation and the fraction of pay accounted for by option grants increased during the 1990s. Principal-agent theory predicts that a firm designs contracts in order to yield optimal incentives, therefore motivating the CEO to imize shareholder value. In designing the contract, the firm recognizes the CEO is risk averse. Thus, imposing greater incentives requires more pay to compensate the agent for increased risk. In the previous section, the paper demonstrated that CEO pay has increased. Next, we examine what has happened to CEO incentives. The analysis shows that executives have considerable equity incentives that create a strong and increasing link between CEO wealth and firm performance. This finding seems at odds with the notion that executive pay and performance are decoupled. It is, however, consistent with other economic evidence, showing that the link between pay and performance has been increasing in the United States.Executives receive incentives from several sources. They receive financial incentives from salary and bonus, as well as new grants of options and restricted stock, which together measure flow compensation. They also receive incentives from changes in their aggregate holdings of stock and options in the firm, as described in detail below. Finally, theprobability of termination because of poor performance gives the CEO an incentive to pursue strategies that imize firm value. In this case,if terminated, an executive suffers reputation loss and human capital devaluation in the managerial labor market. However, this paper?consistent with other recent research in financialeconomics?focuses on compensation and equity incentives, leavingaside career concerns and the labor market for managerial talent. In other words, it restricts attention to financial incentives.The key to understanding financial incentives is recognizing thatthey arise from the entire portfolio of equity holdings and not simply from current pay. Equity incentives, then, are the incentives toincrease the stock price arising from the managers’ ownership of financial securities in the firm. For example, a CEO may receive 100,000 options this year, which might add to 400,000 options granted inprevious years, for a total of 500,000 options held. If the stock price decreases, then the value of the 100,000 options granted this year declines? but so does the value of the options accumulated from previous years. Since the CEO will care about the whole stock of 500,000 options, not simply this year’s 100,000, executive compensation received in any given year provides only a partial picture of CEO wealth and incentives. To understand CEO incentives fully, it is important to focus on the aggregate amount of shares, restricted stock, and stock options that the CEO owns in the firm.The evidence shows that CEOs have plenty of financial incentives, arising primarily from CEO ownership of stock and options in their firms. Again, we would stress that such financial incentives are only onefactor motivating executives. Agents are as likely to be motivated by intrinsic factors of the job, career concerns, social norms, tournaments, and the like. One problem with stock options and other forms ofincentive pay is not that they provide too few incentives, but that they may lead to unintended consequences. It is well known that incentivescan bring about behavior by the agent that was unanticipated by the principal. In a classic paper, Steven Kerr highlighted the folly of rewarding A while hoping for B. In short, he articulated the notion that one gets what one pays for. If one rewards activity A and not B, then people will exert effort on A, while de-emphasizing B. Kerr illustrates his point with an array of examples from politics, industry, and human resource management. In general, this is a problem of providing appropriate incentives to agents engaging in multiple tasks. More recently, Robert Gibbons has discussed the design of incentive programs recognizing such problems.Another problem with incentive compensation is that it may encourage opportunistic behavior by managers, manipulation of performance measures, or cheating. The powerful and often unanticipated effects of financial incentives on economic outcomes have been documented in diverse contexts such as classroom teaching, real estate markets,vehicle inspection markets, and the behavior of physicians. In the corporate context, David Yermack demonstrates that CEOsopportunistically time the award of option grants around earnings announcements in order to increase their compensation. Other studiesfind that private information is used by executives to engineer abnormally large option exercises and hence the payouts from those options. In addition, studies show that firms with more incentives are associated with greater earnings manipulation. Recent studies show that the likelihood of a firm being the target of fraud allegations is positively correlated with option incentives. In short, options and incentive pay may motivate managerial behavior that is not always anticipated or ideal. When designing compensation plans, boards must be aware of the unwanted as well as beneficial effects of incentives.ConclusionsExecutive compensation is a controversial and complex subject that continues to attract the attention of the media, policymakers, and academics. Contract theory predicts that shareholders use pay to provide incentives for the CEO to focus on imizing long-term firm value. Since CEOs have relatively low ownership of firm shares, they might otherwise behave opportunistically. An alternative theoretical perspective, the managerial power view, is that CEOs control the pay-setting process and set their own pay. This theory predicts that compliant compensation committees and boards provide CEOs with excess pay or compensation “rents” and that contracts are suboptimal from the shareholders’ perspective. Distinguishing between these two theories is an important challenge for future research.This paper provides evidence on what has happened to CEO pay between 1993 and 2003. It shows that total compensation increased significantlyover this period. Grants of stock options to CEOs and executives are the main driver of CEO pay gains. The paper also documents that CEOs have important financial incentives. These arise from the portfolio of firm stock and options owned by the CEO. The important point is that, if the stock price declines significantly, the value of the CEOs’ assets falls. Analogously, if asset prices increase, so does CEO wealth. In consequence, the wealth of the CEO varies with the stock price performance of the firm. An important research challenge is to fully understand the potentially unintended consequences of providing greater incentives to agents.In practice, CEO compensation contracts are determined by compensation committees that may have conflicting incentives to align with the CEO leading to suboptimal contracts and excess pay or with shareholders leading to optimal contractsand appropriate pay. The analysis in this paper illustrates that U.S. boards and compensation committees are becoming more independent measured by fewer insider directors and a greater number of outside directors. The evidence showsthat the presence of affiliated directors on the compensation committee an instance where greater managerial power is expected doesnot lead to greater CEO pay or fewer CEO incentives.In summary, high pay itself is not evidence of inefficient contracts but may simply reflect the market for CEOs and the pay necessary to attract, retain, and motivate talented individuals. Boards of directorsneed to design compensation contracts to align the interests of owners with managers. One test of whether the corporate governance system is working appropriately, including executive compensation arrangements, is to evaluate economic performance. Holmstrom and Kaplan investigate the state of U.S. corporate governance in the wake of corporate scandals. They conclude that the U.S. economy has performed well, both on an absolute basis and relative to other countries over about two decades. Importantly, the economy has been robust even after the scandals were revealed. This is not to deny that improvements in governance arrangements may be beneficial. Furnishing CEOs with appropriate compensation and incentives is desirable for a healthy economy. However, ensuring that the contracting process is not corrupted is an important goal for corporate governance extracts译文:高管薪酬和激励Martin J. Conyon高管薪酬是一种既复杂又有争议的话题。

中小企业激励机制外文翻译文献Title: Incentive Mechanisms for Small and Medium-sized Enterprises: A Review of Foreign LiteratureIntroduction:Small and Medium-sized Enterprises (SMEs) play a crucial role in the growth and development of economies worldwide. In order to boost their performance and ensure long-term success, it is essential to establish effective incentive mechanisms. This article presents a review of foreign literature on incentive mechanisms for SMEs, exploring various strategies and approaches in motivating employees, encouraging innovation, and enhancing overall organizational performance.1. Motivating Employees in SMEs:Motivated employees are key to the success of any organization. Foreign literature suggests that SMEs can adopt several strategies to incentivize their employees effectively. One approach is to implement performance-based incentives, such as bonuses or profit-sharing programs. This not only encourages higher productivity but also fosters a sense of ownership and loyalty among employees.Furthermore, foreign studies emphasize the importance of providing career development opportunities. SMEs can introduce training programs, mentorship initiatives, and performance evaluations to help employees enhance their skills and progress within the organization. Such efforts not only contribute to employee satisfaction but also improve the capability and competitiveness of the SME.2. Encouraging Innovation:Innovation is an essential driver of growth and competitiveness for SMEs. Foreign literature highlights the significance of creating an innovative culture within these enterprises. Incentive mechanisms that promote and reward creative thinking and problem-solving are key to fostering innovation.One effective approach is to establish an innovation reward system, where employees are encouraged to contribute ideas and suggestions. This can be done through idea contests, recognition programs, and financial rewards for successful innovations. Additionally, foreign studies suggest that SMEs can promote collaboration and knowledge-sharing among employees, creating an environment that stimulates innovation and creativity.3. Enhancing Organizational Performance:SMEs face challenges in improving their overall organizational performance due to limited resources and competition. However, foreign literature provides insights into various incentive mechanisms that can address these challenges effectively.Strategic goal-setting is one such mechanism. Setting clear and measurable goals, both for the organization as a whole and individual employees, can enhance performance and increase motivation. Foreign studies suggest linking these goals to performance-based incentives to further enhance productivity and drive success.Additionally, creating a positive work environment is crucial. Recognizing and rewarding employees' efforts and achievements boostsmorale, job satisfaction, and overall organizational performance. SMEs can establish employee appreciation programs, regular feedback mechanisms, and team-building activities to create a supportive and engaging workplace.Conclusion:Incentive mechanisms play a vital role in enhancing the performance and success of SMEs. Based on the review of foreign literature, it is evident that motivating employees, encouraging innovation, and enhancing organizational performance are key focus areas. Adopting performance-based incentives, providing career development opportunities, fostering an innovative culture, and setting clear goals can contribute significantly to the growth and sustainability of SMEs. By implementing effective incentive mechanisms, SMEs can create a productive and motivated workforce, driving their overall success and contributing to economic growth.。

（全版）首席执行官薪酬计划英文版Chief Executive Officer Compensation PlanIntroductionThe Chief Executive Officer (CEO) compensation plan is a critical component of any organization's overall strategy. It is essential to attract and retain top talent in order to drive the company's success.ObjectivesThe primary objective of the CEO compensation plan is to align the interests of the CEO with those of the company's shareholders. This ensures that the CEO is motivated to make decisions that will benefit the company in the long term.ComponentsThe CEO compensation plan typically includes a base salary, annual bonus, long-term incentives such as stock options or restricted stock units, and other benefits such as retirement plans and perks.Base SalaryThe base salary is the fixed component of the CEO's compensation and is usually determined based on market benchmarks and the CEO's experience and performance.Annual BonusThe annual bonus is a variable component of the CEO's compensation that is tied to the company's performance against predetermined targets. This incentivizes the CEO to achieve the company's strategic objectives.Long-Term IncentivesLong-term incentives such as stock options or restricted stock units are designed to reward the CEO for creating long-term shareholder value. These incentives typically vest over a period of time, ensuring that the CEO remains focused on the company's long-term success.BenefitsIn addition to salary and bonuses, the CEO may receive other benefits such as retirement plans, health insurance, and perks such as a company car or club memberships.GovernanceIt is important for the CEO compensation plan to be designed in a way that is transparent and aligned with best practices in corporate governance. This helps to ensure that the CEO's compensation is fair and reasonable.ConclusionThe CEO compensation plan plays a crucial role in attracting and retaining top executive talent. By aligning the CEO's interests with those of the company's shareholders, the plan helps to drive the company's long-term success.。

外文翻译---总裁股权激励的投资者定价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 fortwo 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 whichimpacted corporate risk taking, equity incentives, and earnings management. Collectively, our findings suggest that CEO equityincentives, 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 equityincentives for a large sample of US firms over the period 1992–2007.Because incentives embedded in CEOcompensation contracts may be expected to influence policy choicesat 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 andMurphy 2003).However, recent research contends that equity incentives also have a perverse or dysfunctional downside. In particular, equity-basedcompensation makes managers more sensitive to the firm’s stock price, and increases their incentive to manipulatereported 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 andtheir personal wealth invested in the firm’s stock and options (Bergstresser andPhilippon 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 offirms for years 1980 through 1990, and finds a negative correlation between the value of outstanding options and the firm’s share price, suggesting that thedilution effect dominates the options’ incenti ve 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 relatedto the firm-specific ex ante equity risk premium, i.e., the excess ofthe 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 portfolioto a 1 percent change in the stock price. Based on a sample of 16,502firm-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. Inother 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 mitigatethe 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 for1996–2007 separately.Our results suggest that the favorable effect of CEO equityincentives 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., reducedthe 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 levelof equity incentives, we perform our analysis for the pre-SOX and post-SOX time periods separately. For each of the two time periods, ourresults 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 findingsrelate 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 incentivesare 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 e x 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 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; Reich2007), 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 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 theseincentives 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 potentialimplications 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.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。