Executive Remuneration and Its Regulation

Executive remuneration is about how to pay executive directors for their work. The definition of executive remuneration is from the agency cost developed from agency theory, proposing that shareholders shall pay directors for managing the company since the separation of ownership and management of firms. This thesis proposes that, three levels of elements are needed to understand executive remuneration: 1. The level and structure of executive pay; 2. The intrinsic factors that will influence the level and structure of executive remuneration: capital market, labour market, product market and corporate governance; 3. The regulation provided by government to interfere with executive remuneration issues. It will also be proposed that, there is no objective standard of justifying what is a good executive remuneration design. Pay for performance is currently the most proper principle and goal for remuneration design. There are two research questions to be answered by this thesis, first is should executive remuneration be regulated and, second is what regulation should be made under current situation of executive remuneration. After discussions around the problems of executive remuneration without regulation, the first research question will be answered by suggesting that executive remuneration problems cannot be solved without regulation. This thesis will then focus on the regulations that provided to solve executive remuneration problems. Various regulations from several countries from the company law and corporate governance perspective and their effects in adjusting the level and structure of executive remuneration will be analysed. The UK’s 2013 reform which provides shareholder with a binding vote on executive remuneration will be emphasised to investigate the merits and faults that regulations can bring to executive remuneration. Several suggestions towards remuneration regulation will be made in this thesis from the aspects of shareholder empowerment, board accountability and the design of executive remuneration. Targeted with the concerns left by the UK remuneration reform and other countries, these regulatory suggestions are designed from a normative perspective. They will answer the second research question by proposing that if regulations are designed in a proper way, certain problems of executive remuneration can be solved.