公開發行公司員工股權激勵與公司治理

Employee Equity Incentive of Public Companies and Corporate Governance

以認股權憑證及限制型股票為主體的股權激勵，為公司重要的人力資源及財務工具。歐、美及香港在歷經二○○一年安隆（Enron）案及二○○八年金融危機洗禮後，更將股權激勵採為穩健薪酬制度下重要的薪酬工具。惟我國由於特殊的時空背景，對發行公司利用股權激勵設下多重限制，包括以獨特的「中央目的事業主管機關專案核准」為管制手段。按股權激勵僅為薪酬一部分，本文以實際案例試算可知，控制股東自薪酬中獲取最大利益的方式，是領取現金激勵而非股權激勵。且近年來我國已引進薪酬委員會制度，建議可以加強薪酬委員會的功能及資訊公開義務、將「數量管制」改為「數量門檻」而由股東會為特別決議、資訊公開、及表決迴避等公司治理手段處理員工股權激勵。

The employee equity incentive, which mainly consists of stock option and restricted stock, is an important tool of human resource and finance of a company. After the 2001 Enron scandal and the 2008 global financial crisis, equity incentive has gradually become a mandatory part of sound remuneration system in American, Europe and Hong Kong. Due to special circumstances in Taiwan, the authority-in-charge has set up strict quantity control on employee equity incentive granted by public companies as an attempt to prevent the improper dilution of shareholders equity by controlling shareholders. Consequently, it is relatively difficult for public companies to enjoy the benefit of equity incentive plan. After tough negotiating with the authority, the solution was to obtain a special approval from the “central competent authority of the relevant industry” regarding the exemption from quantity restriction for granting equity incentive to an individual. Since equity incentive is only part of employee compensation, a spreadsheet is introduced herein to demonstrate that, for a controlling shareholder who is an executive officer of a company, if he wants to take advantage from compensation package, the best choice is cash incentive, not equity incentive. On the other hand, some corporate governance measures—notably compensation committee—were introduced to Taiwan in the past decade. It is recommended to (1) strengthen the function of compensation committee and require more disclosure of compensation committee’s performance; (2) change the “quantity control” to “quantity threshold”, when the quantity of equity incentive recommended by compensation committee is beyond the threshold, a special shareholders meeting resolution is required for such a grant of equity incentive; and (3) impose mandatory obligation to disclose information thereof if an interest party is the grantee of equity incentive, and to make such an interest party and its related parties abstain from voting right. At the same time, the intervention of administrative approval should be abolished. It is believed that the issues on employee equity incentive should be resolved by corporate governance measures.