Journal article

Manager Remuneration in Listed Companies: From Moralizing to Legal Reform

Pages 241 to 258

Cite this article


  • Parachkevova, I.
(2010). Manager Remuneration in Listed Companies: From Moralizing to Legal Reform. Revue internationale de droit économique, .XXIV(2), 241-258. https://doi.org/10.3917/ride.242.0241.

  • Parachkevova, Irina.
« Manager Remuneration in Listed Companies: From Moralizing to Legal Reform ». Revue internationale de droit économique, 2010/2 Vol.XXIV, 2010. p.241-258. CAIRN.INFO, droit.cairn.info/journal-revue-internationale-de-droit-economique-2010-2-page-241?lang=en.

  • PARACHKEVOVA, Irina,
2010. Manager Remuneration in Listed Companies: From Moralizing to Legal Reform. Revue internationale de droit économique, 2010/2 Vol.XXIV, p.241-258. DOI : 10.3917/ride.242.0241. URL : https://droit.cairn.info/journal-revue-internationale-de-droit-economique-2010-2-page-241?lang=en.

https://doi.org/10.3917/ride.242.0241


English

The question of directors' remuneration in listed companies is a burning issue that the legislator has been trying to address through different reforms introduced in recent years. Although these legal reforms pursue the praiseworthy goal of raising moral standards as regards directors’ remuneration in listed companies, they have not succeeded in putting an end to abuses. However, they have the merit of being in place and, to a certain extent, they have strengthened control over managers' remuneration in listed companies, despite the fact that their approach is not convincing. Moreover, they are devoid of coherence since different rules each deal with scattered questions. In addition, important aspects related to listed company law, such as structural questions and the issue of the distribution of power, are left unaddressed. Following a prospective approach, this study anticipates what could be expected from those reforms and the possible orientations of regulation in the future. Successive reforms of directors' remuneration did not follow the classical methods and sources of company law as they set forth a number of bans that are unusual in that body of law. At the same time, the role of soft law was strengthened by the arrival in France of the Anglo-Saxon “comply or explain” principle. However, these various initiatives have produced unsatisfactory results. Soft law has remained in the shadow of hard law and, even given the various bans, a risk of involvement in the management of companies was created without achieving the goal of moralizing the remuneration of directors. Given the limits to current approaches to reform, a number of routes could be explored, one of which is the distribution of power between the different managing bodies of the company. Hence, from the standpoint of company law, the question of management remuneration cannot be effectively addressed without dealing with the composition of the various bodies of the company. This approach has been absent in the French public debate. However, the redistribution of power between the different bodies in the company is closely connected to the question of remuneration and may constitute a pertinent approach against excessive remuneration. In this respect, the institutionalization of independent directors and remuneration committees may be a realistic and promising solution. Of course, this approach is not an infallible remedy. However, it has the merit of establishing balancing mechanisms within the boards of companies that could make the remuneration of managers more objective.

Keywords

  • Director's remuneration
  • listed companies
  • golden parachutes
  • independent directors
  • remuneration committees

Publisher keywords: Director's remuneration, golden parachutes, independent directors, listed companies, remuneration committees

This article is available in conditional access

Cairn Pro Management - Journals

From €25 per month

300 full-text journals at the heart of your profession
Already subscribed to Cairn Pro? Member of a client institution?