| 摘要: | 為與國際接軌和強化公司治理機制，台灣主管機關要求上市櫃公司自2012年起均設立薪酬委員會。而我國IC設計產業不僅產值高且以人才為本，因此選定該產業探討薪資報酬委員會如何運作及落實監督機制以發揮最大功效，促進公司永續發展，為公司及股東追求雙贏的局面。 本論文以台灣IC設計產業上市櫃公司中34家公司作為研究對象，探討其薪酬委員會運作和高階經理人薪酬二大面向。薪酬委員會運作包含成員結構、委員會規程與職權及實務運作分析，而高階經理人薪酬部分則是涵蓋支領薪酬分析、薪酬結構及薪資報酬設計與績效評估之關聯性。 本研究發現，台灣目前主管機關是以防弊為出發點，訂定「薪資報酬委員會設置及行使職權辦法」，其制度設計與歐美各國大同小異；在薪酬委員的選任上，IC設計上市櫃34家樣本公司有50.48%成員已符合主管機關最終要求，全數由獨立董事擔任薪酬委員；32.38%薪酬委員為外部獨立專業人士擔任，17.14%薪酬委員仍由原董事兼任；外部獨立專業人士中則有68.97%來自企業界，31.03%為學術界。另薪酬委員會的職權範圍，目前也僅配合薪酬委員會法令推行，將重點放置於如何滿足適法性的需求。 從代理理論之觀點，股權高度分散的上市櫃公司，股東與經營管理階層間存在權益代理問題，需透過良好公司治理和完善制度，才能夠有效降低代理成本。而最佳高階經理人薪酬設計，依據Gibbons and Murphy (1990)強調是兼具保障效果與誘因效果的薪酬契約。本研究結果顯示，33家IC設計上市櫃樣本公司(排除聯發科後)，在薪酬結構設計上，薪資比重落於55%~60%，獎金比重落於11%~19%，紅利比重落於26%~34%，數據顯示紅利佔總薪酬比重有逐年遞減趨勢；而發行員工認股權予經理人之公司則僅占全體研究對象之53%，且多是屬於獲利不佳之公司。 在樣本公司經理人報酬與與營運績效之關聯性方面，以稅後淨利作為營運績效參考指標，則2009年呈正向相關公司總計為19家，僅占全體樣本公司56%；2010年呈正向相關公司總計達27家，占全體樣本公司79%，顯示2010年經理人平均報酬與營運績效之關聯性已較2009年提高。另依本研究資料顯示，台灣IC設計產業樣本公司之薪酬結構偏重績效獎金與現金紅利，但此均屬短期激勵工具。 為增加高階經理人薪酬結構中，長期獎酬工具的配置比重及可彈性運用工具，建議主管機關應鬆綁限制型股票發行之限制，搭配所得遞延認列的效果，讓公司能夠建構出將績效、報酬與風險全面結合的制度，不僅確保高階經理人薪酬制度經得起股東、主管機關以及其他各方的嚴格審視，長期來看更可幫助公司吸引、保留與激勵公司最關鍵的領導人才，提昇公司整體競爭力。Legally regulated by Taiwan’s financial supervisory authority starting from 2012, each Taiwan’s listed company must establish a remuneration committee in order to gear Taiwan in line with international standards and strengthen corporate governance. The purpose of this study is to explore how the remuneration committees of Taiwan’s IC design industry, which is selected for investigation for it being on a highly talented staff base and with high production value, carry out their responsibilities and implement supervisory mechanisms in an effective and efficient manner. Taiwan’s IC design industry can accordingly benefit a win-win situation for both itself and shareholders and achieve sustainable and long-term development. This thesis focuses on discussing the two main subjects of the remuneration committees and executive compensation of the 34 Taiwan’s listed companies, sampled from a group of IC design family. The first part of this study can be further divided into three sub-categories: (1) the membership of the committee, (2) the scope of its rules and powers, and (3) the analysis of practical implementation challenges. The other part of this study, on the other hand, deals with the executive officers’ salary, the composition of their compensation package, and the relationship between compensation structure and job performance review. This study discloses that the regulations governing the appointment and exercise of powers by the remuneration committees were essentially set for the prevention of scandals by Taiwan’s financial supervisory authority. The enacted regulations of Taiwan are largely identical but with minor minorities of those of the US and European countries in response strategy. All the collected samples indicate that 50.48% of the 34 listed companies concerning IC design with the appointment of independent directors as remuneration committee members comply with the regulations of the financial supervisory authority. In addition, the rest of remuneration committee members are from outside independent professional experts and are from inside directors of the surveyed companies at 32.38% and 17.14%, respectively. The remuneration committee members of the outside independent professional experts consist of 68.97% from industry, while the other 31.03% are hired from academy. The current scopes of the rules and powers of the remuneration committees only emphasize the importance of regulations enforcement and put their focus on how to comply with the legality of the regulations as the top priority. From the standpoint of agency theory, an agency problem commonly exists in between top managers and shareholders among the listed companies with high-dispersion stocks. Only by good corporate governance and perfect mechanism can the cost of agency be effectively reduced. Gibbons and Murphy (1990) emphasized that the remuneration contracts stating executive compensation were better to include both incentive and insurance effects. It can be assured from this study that the total 33 surveyed listed companies (exclusive of Media Tech, Taiwan) where their remuneration structure accounts for 55%~60% in salaries, 11%~19% in rewards, and 26%~34% in bonuses. The obtained data can also explain that the percentage of various bonuses in the total remuneration structure tends to progressively decrease year by year. The companies, on the other hand, provide alternative stock option for their executive officers makes up only 53% of the total 33 surveyed listed companies, and are mostly to have inferior earnings performance. Referring to the net income after tax of the companies, the relationship between executive remuneration and operation performance in 2009 exhibited that 19 companies out of the sampled companies had towards positive relation, amounting to 56% of the collected samples. In 2010 the number of the companies indicated positive relation increased from 19 to 27, or took up 79% of the collected samples, suggesting that the average executive remunerations were closely related to the operation performance compared with those in 2009. The data shown in this study may also conclude that the investigated IC design companies prefer to award their employees with performance bonus and cash bonuses, both of which are short-term incentive awards. Taiwan’s financial supervisory authority is suggested to enhance or redistribute current regulations, having companies use more adjustable and flexible long-term remuneration packages for executive compensation. By loosening the regulations governing the issue of restricted stocks along with the enforcement of deferred income tax enables companies to build up robust schemes integrated the oversight of company performance, remunerations with risks. Not only can the executive compensation become perfect and complete but they can be operated under strict oversight of shareholders, supervisory authority and other related institutions if the salary systems are systematically established. Furthermore, in long term the setup of the regulations can even help companies hire, retain and even motivate the most talented and key leaders in the companies, thereby making overall companies’ competitiveness enhanced. |
