Regulating executive pay in America
美国规范高管薪酬
Knotting the purse-strings
捂紧钱袋子
Aug 6th 2009 | NEW YORK
From The Economist print edition
Congress embarks on its latest attempt to rein in corporate excess
国会近来竭力遏制企业薪酬泛滥

WASHINGTON’S politicians have relished the many chances to fulminate against reckless executives presented by the economic crisis, and to restrain them with regulation. Congress took advantage of the bail-out to impose caps on bonuses paid by banks taking money from the state. The uproar over bonuses paid to executives at American International Group, a rescued insurer, prompted further legislation. And on July 31st the House of Representatives took up the subject again, passing a bill that would regulate pay at all listed firms—especially big financial ones.
华盛顿的政客们在享受着经济危机带给他们的诸多机会，他们一边怒斥企业高管无法无天，一边制定立法对其严加管束。国会利用救援方案强制实行奖金封顶，以限制银行拿国家的钱滥发奖金。靠国家救援方案获救的保险公司——美国国际集团（American International Group）高管奖金案激起民愤，促使议会加强立法约束。7月31日，众议院旧事重提，通过一项规范所有上市公司——尤其是大型金融公司薪酬的议案。

The bill, which has yet to be approved by the Senate, would introduce two big changes. First, it gives shareholders the right to vote each year on pay packages for executives, including “golden parachutes” for those who leave. Second, it allows regulators to assess whether pay practices at financial institutions with assets of $1 billion or more are likely to encourage risk-taking so excessive that it threatens the stability of the financial system. If so, the regulators can demand changes.
尚待参议院批准的议案，将引入两项重大变革。第一，议案赋予公司股东投票权，股东每年可以投票表决高管薪资是否合理，包括离职者的“金降落伞（高额离职补贴）”。第二，议案赋予监管者评估权，监管者可以评估10亿美元资产及10亿美元以上金融机构的薪资方案，评估其方案是否会鼓励过度冒险而危及金融系统稳定性。如果是，监管者可责令修改方案。

The bill also requires members of compensation committees of boards of directors to be independent, formalising what is now standard practice. Consultants hired by boards to advise on executive pay must also be independent. Rather belatedly, the bill orders America’s comptroller-general to study whether there is a connection between compensation structures and excessive risk-taking.
议案还要求，董事会的薪酬委员会必须由独立成员构成，借以将现在的标准做法正规化。此外，由董事会所雇的高管薪酬顾问也必须独立。另有条马后炮的规定是，议案指令美国总审计长研究薪酬计划与过度冒险之间是否有必然联系。

Barack Obama championed a “say on pay” for shareholders long before he became president. It would bring America into line with Britain, which made it a legal requirement in 2002. Yet unless institutional shareholders make the most of their rights, getting a vote may not make much difference. There is a danger that they will simply outsource the hard thinking about pay to advisory firms such as RiskMetrics, says Jeffrey Gordon of Columbia Law School. This may encourage the sort of herd mentality that produced the widespread and disastrous enthusiasm for paying bosses with share options, he says. Worse, some advisory firms work as consultants for boards as well as coaches for shareholders, so may have conflicts of interest similar to those that have undermined the effectiveness of auditors and credit-rating agencies.
奥巴马在未当选总统很久之前就力挺股东的“薪酬话语权”。这将使美国在此立法上同英国一致，而在英国，股东“薪酬话语权”早在2002年就成为了法律条文。然而，除非公司股东充分利用手中的权利，否则即便投票可能也无法扭转大局。哥伦比亚大学法学院Jeffrey Gordon指出，这样做的危险是，股东完全可能把薪酬难题外包给例如RiskMetrics之类的咨询公司。他说，股东中可能引发产生从众心理，大量地把期权当做薪酬支付给公司老板，由此引发灾难性的后果。更糟的是，有些咨询公司同时兼做董事会和股东顾问，于是就会产生利益冲突，而利益冲突曾经削弱了审计师、资信评估机构的工作效率。

The British experience is telling, argues Mr Gordon in a recent article. There are hardly any votes against compensation packages at British companies. (The same has also been true at the handful of American firms that have introduced a vote on pay in recent years.) That may be because shareholders and managers reach agreement before votes are held. But America’s more diffuse shareholding structure makes such understandings harder to achieve, he says. Moreover, as in Britain, the shareholder vote will only be advisory, and can be ignored by management. In May 59% of voting shareholders of Royal Dutch Shell, an oil giant, rejected the executive pay package for 2008, but the company intends to pay it anyway—though it lamely promised to consult shareholders more closely in future.
Gordon的最近一篇文章力陈，英国经验颇具说服力。英国公司中几乎没有多少反对薪酬方案的投票。（近些年一些引入薪资投票表决的几家美国公司也是同样情况。）这也可能因为股东与管理者在投票前便已达成一致意见。但是他说，更为松散的控股结构决定了美国公司很难就此达成共识。而且，像英国一样，股东投票结果仅供参考，管理层完全可以置之不理。今年5月，荷兰皇家壳牌石油公司（Royal Dutch Shell）59%股东投票驳回了2008年高管薪酬方案，但是公司却执意按方案支付薪酬——尽管公司言不由衷地许诺，以后有此问题将与股东进行更密切磋商。

As for big financial firms, the bill would allow regulators to review how incentives are structured under their pay practices. But they would not be privy to the amounts paid or the identities of the recipients. That might insulate them from the political pressures heaped on Kenneth Feinberg, the “special master” appointed by Mr Obama to prevent inappropriate pay at firms that have received help from the taxpayer. Angry citizens want Mr Feinberg, who is expected to rule soon on bonuses at various financial firms, to veto pay-outs such as the $100m bonus for Andrew Hall, an oil trader at Citigroup, even though he seems to have earned it the old-fashioned way, by doing his job very well.
至于大型金融公司，议案允许监管者审查薪酬制度中奖励方案如何构成。但是不可能私密到审查支付额度及获奖者身份的程度。于是监管者也就不必承受堆积在“特别管理员”Kenneth Feinberg身上的政治压力，总统委任此职，是为了避免接受纳税人援助的公司出现薪酬不合理的做法。Feinberg先生不久将就多家金融公司的奖励方案进行裁决，愤怒的公民期望他否决诸如花旗集团（Citigroup）为石油贸易商Andrew Hall开出高达1亿美元奖金的高额支出政策，即使其奖金真的是靠老式的卖命工作赚到的。

The bill faces an uncertain future in the Senate, where it may get lost amid more sweeping financial reforms. Then again, senators enjoy railing against corporate fat cats as much as the next politician.
参议院里，议案前途未卜，也可能会淹没在更为彻底的金融改革提案中。于是，参议员们就可以像其他政客一样，享受怒骂公司阔佬的机会了。