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翻訳と辞書　辞書検索 [ 開発暫定版 ] スポンサード リンク Say on pay ： ウィキペディア英語版 Say on pay Say on pay is a term used for a rule in corporate law whereby a firm's shareholders have the right to vote on the remuneration of executives. Often described in corporate governance or management theory as an agency problem, a corporation's managers are likely to overpay themselves because, directly or indirectly, they are allowed to pay themselves as a matter of general management power.〔e.g. in the UK, see Model Articles para 3; and under the Delaware General Corporation Law, see s 141(a)〕 Directors are elected to a board that has a fiduciary duty to protect the interests of the corporation.〔e.g. in the UK, CA 2006 ss 170, 172〕 In large listed companies, executive compensation will usually be determined by a compensation committee composed of board members.〔e.g. in the UK, see the Combined Code A.3.1; in the US, see the U.S. Securities and Exchange Commission (SEC) rules; in Germany see the German Corporate Governance Codex〕 Proponents argue that “say on pay” reforms strengthen the relationship between the board of directors and shareholders, ensuring that board members fulfill their fiduciary duty. () Critics of the policy believe that “say on pay” does not effectively or comprehensibly monitor compensation, and consider it to be reactionary policy rather than proactive policy, because it does not immediately affect the Board of Directors. Some argue it is counter-productive because it diminishes the authority of the Board of Directors. () The effect of ‘say on pay’ measures can be binding or non-binding, depending on regulatory requirements or internal corporate policy as determined by proxy votes.〔David Orisson, '(Say On Pay = New tool of Social Responsibility? )'〕 ==Switzerland== (詳細はSwiss referendum "against corporate Rip-offs" of 2013を参照) On the 3rd of March the Swiss voted by 69.7 per cent to ensure shareholders, pension funds and not banks, entirely control questions of executive pay. Shareholders must elect all members of a company's remuneration committee of all Swiss public listed companies. They further should receive annual votes on the identity of all members of the board of directors. The role that banks played in casting votes on other shareholders behalf has been abolished. 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Say on pay」の詳細全文を読む スポンサード リンク 翻訳と辞書 : 翻訳のためのインターネットリソース Copyright(C) kotoba.ne.jp 1997-2016. All Rights Reserved.