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The logic of company law of directors' compensation

Cao Xingquan   Wang Tingting  
[Abstract]: In view of the appointment relationship between the directors and the company and the special status of the directors as the main managers of the company, the judgment thinking of the directors' resignation compensation disputes should be shifted from the labor law to the contract law, and return to the company law logic of the nature of directors' self transaction, and embed the principles of fairness and public order and good customs as the basic criteria for judging whether to obtain compensation and how to compensate, To construct the procedural mechanism and substantive examination standard to restrict the directors' resignation compensation. The procedural mechanism includes the allocation of decision-making power and the participation mechanism of directors. The former mainly refers to the final decision-making power enjoyed by the board of shareholders, which is generally excluded from the decision-making power of the board of directors, supplemented by the supervision of the board of supervisors; The latter mainly refers to the right to know, the right to state and the right to bargain. Whether or not to compensate or even the substantive review of compensation amount, mainly consider the reasons for directors' resignation, directors' remaining term of office and the level of directors' remuneration. It is necessary to introduce the rules of directors' compensation limit which take the average wage of employees as the reasonable level when the termination compensation agreement is invalid in violation of the duty of loyalty.
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