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管理

天价薪酬错不在高管

Roger Martin, Jennifer Riel 2011年11月18日

不错,基于股权奖励的高额薪酬已经扭曲了高管们的激励机制。但CEO们不应该成为人们谴责的对象,他们的老板才是罪魁祸首。

    人们很可能会说,他们之所以做这些事情,是因为个人的软弱和贪婪。毕竟,在我们创造的体系中,高管们得到的大部分薪酬都是以股权激励形式发放的。股价上涨,他们的薪酬也水涨船高。但关注于短期股价而不是长期实际增长的原因并不仅限于个人贪婪。事实上,这些高管只是在按照股东的要求行事。

    正是代表股东的董事会提供了这些股权激励式薪酬。通过提供这种激励,董事会明白无误地告诉高管们,什么东西才是最重要的。那就是股价。董事会提供股权激励式薪酬的时候,他们便发出了直接指令,要求高管们把提高现有股价水平作为其首要工作目标。这种机制无关乎提升公司业绩,无关乎长远思考,更无关乎使世界变得更美好。如果某高管一边拿着大量的股权激励式薪酬,一边却不致力于提高现有股价水平,他们就违抗了把这种激励作为最重要奖励的董事会。高管们不会说:“虽然他们给了我这么多的股权奖励,但实际上他们不是这个意思。他们其实并不希望我做些必要的事情来回报这种奖励。”这不是软弱,而是服从领导。总而言之,我们所创造的高管激励机制专注于提高股价,而牺牲了所有其他的目标。因此,当高管们依照这种机制行事的时候,我们为什么还要感到震惊呢?

    这是否意味着,道德缺失、贪婪肆虐的时候,我们应该原谅个别高管的行为,不必让他们承担责任?不,绝对不是这个意思。我们希望并期待高管们行为良好,并达到较高的道德标准。我们希望内部人士揭露违法行为,就像安然公司的谢林•沃特金斯和烟草行业的杰弗里•威根德那样。但我们也应该意识到,我们为这些高管设置了多么艰难的任务。要求高管们真正违背命令以遵守道德准则的时候,这是个非常高的要求。相反,如果我们设计一个用明确的奖励来鼓励长远思考、价值创造和社会贡献的系统,这样是不是更好呢?现在的挑战在于我们抛弃现有的激励机制,创造更合理的新机制。

    罗杰•马丁是多伦多大学罗特曼管理学院院长(Rotman School of Management, University of Toronto),他曾经入选最优秀的50位商业管理思想家和全球最具影响力的10位商业教授。他著有《修复游戏:泡沫,倒闭,以及资本主义可以向NFL学习些什么》(Fixing the Game: Bubbles, Crashes, and What Capitalism Can Learn from the NFL)一书。他是汤森路透(Thomson Reuters)和黑莓手机生产商RIM的董事。珍妮弗•瑞尔是罗特曼管理学院(Rotman School)德所特斯整合思维中心(Desautels Centre for Integrative Thinking)的副董事,同时也是《修复游戏》一书的编辑。

    译者:千牛絮

    Defenders of the corporate world argue, as we have, that the problem is not so much with individual executives as with a system that creates an unwinnable game. Executives are asked to focus on increasing shareholder value. This is a profoundly difficult task. Shareholder value, as reflected in stock price is a measure of other people's expectations. And while these may be based in part on the fundamentals of the business, they are also fueled by macro-factors, systemic biases and, well, hype. It's hard for executives to influence share price in the short-term through the real, difficult work of improving the company. So, they work on investor expectations instead. They provide guidance, they hype the stock, they undertake foolhardy acquisitions and divestitures, all to spur upward momentum in the stock price.

    It is easy to argue that they do all of this due to personal weakness and greed. After all, we've created a system wherein most of the compensation executives receive is in the form of stock-based incentive compensation. When the stock price goes up, so does their compensation. But the reasons for focusing on the short-term stock price rather than long-term real growth are not limited to personal greed. In fact, these executives are doing what we as shareholders have demanded that they do.

    The board of directors, our representative as shareholders, provides all of that stock-based incentive compensation. And by providing that incentive, the board is explicitly telling the executives what matters above all else -- and that is the stock price. When boards provide stock-based incentive compensation, they issue a direct instruction to work first and foremost on raising the stock price from the current level. It is not about improving the company, not about thinking long-term, not about bettering the world. If an executive with considerable stock-based incentive compensation focuses on anything but raising the stock from its current level, he or she is being insubordinate to the board that provided that as the central incentive. It is not for the executive to say: "They gave me this big stock-based incentive but they really don't mean it. They don't really want me to attempt to do what would be necessary to reap the rewards of this incentive." It is not about being craven; it is about obeying your superiors. In short, we have built a system of incentives for executives focused on raising the stock price at the expense of all other goals. Why then should we be surprised when executives act in accordance with this system?

    Does that mean we should excuse the behavior of individual executives and let them off the hook when ethical lapses occur and when greed runs rampant? No, absolutely not. We want and expect executives to behave well and live up to a high ethical standard. We want insiders to shine a light on illegality, as Sherrin Watkins did at Enron or Jeffrey Wigand did in the tobacco industry. But it is important to recognize just how hard a task we are setting for these individuals. It is a very high bar when we ask executives to be genuinely insubordinate in order to be moral. Would we not be better off to design a system in which the explicit incentives encourage long-term thinking, value creation and contribution to society? The challenge is to do away with our current incentives and create new and better ones.

    Roger Martin is dean of the Rotman School of Management, University of Toronto. He has been named one of the top fifty management thinkers and ten most influential business professors in the world. He is the author of "Fixing the Game: Bubbles, Crashes, and What Capitalism Can Learn from the NFL." He serves on the Thomson Reuters and Research in Motion boards of directors. Jennifer Riel is Associate Director of the Desautels Centre for Integrative Thinking at the Rotman School and editor for Fixing the Game.

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