7.1Lecture7_incentive compensation_BB

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雅思阅读7.0课程讲义(简略)汇编

雅思阅读7.0课程讲义(简略)汇编

阅读7.0讲义40 9 30-31 738-39 8.5 (26)27-29 6.535-37 8 23-25 6(32)33-34 7.5 20-22 5.5老五大题型1.List of Headings 选段意(选标题)2.Matching 配对(段落信息配对题)3.True/False/Not Given 判断题4.Summary 摘要题5.Multiple Choice/MC 选择题小五小题型:1.Sentence Completion2.Table Completion3.Picture Naming4.Flow Charts5.Short Answer Questions2.General SolutionsSW”三部曲”1.划掉(常用主题重复)2.特殊(数字字体标点符号)3.独特(名>动>形/副)①key words & signal wordsA.KEY WORDS 含义B.SIGNAL WORDS—定位词1.独特的词n. *(名词)>v.(动词)>adj.(形容词)或者adv.(副词)不能定位的词:1.常用的词(常用的)2.文章主题词(主题词)3.同题型内重复词(同一题重复再重复)B.SIGNAL WORDS—定位词2.特殊词(优先)各种数字(时间)特殊字体(大写,斜体,地点)各种符号(钱,百分…)特殊标点(引号,A-B…)②Scanning & SkimmingA. Scanning熟读题B. Skimming文章结构读各段首句及末句③抓”三点”法“点”=同义词Tip1: 抓KWTip2: 关注否定(no, not…)和“隐含否定”如:independent 、used to do sth. 、until recently、as was once the caseTip3:比较级VS 最高级List of Headings选段意文前出现慎用排除法首先解决它解题步骤: “四部曲”1.通读2.读headings3.读文章4.比较解题前戏:①给段落标号②划掉例子1.通读(确定topic)TitlePictureSkimming 首句2.读Headings目的: 每个heading至少找出一个KeyWord1、排除不符合文章主题的heading反义twinsTricks:①首段对应词1.view/concept /conception/definition/ introduction/essence/explanation/notion/core/main idea/initiation/justification…+ 文章的TOPIC2. what is/ what makes/ what leads to+文章topic3. defy, justify+文章topic②末段对应词effect (affect)/influence/impact/prediction/future/prospect/outlook/perspective/conclusion/result/challenge/consequence/aftermath/…+文章的TOPIC③主体特殊词1.金钱:income/expenditure/expense/financial / business/salary/wage/cost/commercial/ revenue/dealing/purchase2.数字:figure/number/amount/statistic(al)/data/demographics/calculation/census3.百分比:rate/ratio/proportion/percentage/density4.时间:time/period/century/ages/decades/ generation/tradition/heritage/process/procedure/duration多段落section1.主题多个(有and等并列词的一般可选)2.看各段首末句,找出其关系3.多段落按总分/总分总结构思路:先读末段解题,(未遂),回首段。

学术英语(社科)-Unit1含答案ppt

学术英语(社科)-Unit1含答案ppt

Unit 1
Decision-Making Behaviors in Economic Activities
Text A
Critical reading and thinking
What is the author trying to prove?
What is the author assuming I will agree with?
Do you agree with the author?
Unit 1
Decision-Making Behaviors in Economic Activities
Critical reading and thinking
Activities
Example 2: water vs. diamond
Why is water so cheap, while diamonds are so
expensive?
water
Necessary for survival
diamond
Unit 1
Decision-Making Behaviors in Economic Activities
Text A
Critical reading and thinking
Example 3: a seat belt law
American laws require seat belts as standard equipment on new cars.
Unit 1
Decision-Making Behaviors in Economic Activities
Text A
Key terms
marginal cost: 边际成本 the additional cost from an increase in an activity

Ch7-Global compensation, benefits, and taxes2

Ch7-Global compensation, benefits, and taxes2

Optional Benefits- Non-essential compensation to be made available if it is a competitive practice in the local marketplace
Firms should offer something from each core category of benefit to every employee worldwide.
Introduction
Global Remuneration :
A well designed global Compensation and Benefits system will balance the cost and benefits for the company and make the total reward system attractive for the recruitment and retention of employees.
CH7 Global compensation, benefits, and taxes
Lline the basic objectives of global
compensation and benefits (C&B)
• Distinguish between global remuneration and international assignment C&B • Identify critical issue in C&B of the global work force of the MNE
Insurance
Leave
• Most countries have laws regarding special leave, such as maternal and paternal leave or sick leave.

Executive compensation

Executive compensation

THE JOURNAL OF FINANCE•VOL.LIV,NO.6•DECEMBER1999Executive Compensation,Strategic Competition,and Relative Performance Evaluation:Theory and EvidenceRAJESH K.AGGARWAL and ANDREW A.SAMWICK*ABSTRACTWe examine compensation contracts for managers in imperfectly competitive prod-uct markets.We show that strategic interactions among firms can explain the lackof relative performance-based incentives in which compensation decreases withrival firm performance.The need to soften product market competition generatesan optimal compensation contract that places a positive weight on both own andrival performance.Firms in more competitive industries place greater weight onrival firm performance relative to own firm performance.We find empirical evi-dence of a positive sensitivity of compensation to rival firm performance that isincreasing in the degree of competition in the industry.T HE SEPARATION OF OWNERSHIP AND CONTROL in corporations is a central feature of modern economies.The largely unobserved choice of actions by a firm’s managers can have a major impact on the wealth of its shareholders.The literature on principal-agent theory suggests that the primary means for shareholders to ensure that a manager takes optimal actions is to tie her pay to the performance of her firm.If the manager is risk averse,this use of high-powered incentives will be tempered by the extent to which the perfor-mance of the firm is affected by random shocks.However,if the shocks to firm performance are correlated across firms in an industry,then the opti-mal incentive scheme compensates a firm’s manager on the performance of her firm relative to those of the other firms~see Holmström~1982!!.The principal-agent and relative performance evaluation models provide a com-pelling theoretical framework for understanding executive compensation.*Aggarwal is from the Amos Tuck School of Business Administration,Dartmouth College, and Samwick is from the Department of Economics,Dartmouth College,and NBER.We thank Sheri Aggarwal,Geoff Davis,Gary Engelhardt,Syd Finkelstein,Bob Gibbons,Penny Goldberg, Ben Hermalin,Eric Hughson,Louis Kaplow,Mike Knetter,Josh Lerner,Dennis Logue,Kevin J.Murphy,Mitch Petersen,Jon Skinner,Matt Slaughter,Sang-Seung Yi,and especially the referee and editor for many helpful comments.We also thank seminar participants at Boston College,the University of Chicago,Columbia University,Dartmouth College,Harvard Univer-sity,the University of Maryland,Rutgers University,the1997Utah Winter Finance Confer-ence,the1998American Finance Association Annual Meetings,and the NBER Universities Research Conference,“What Do Employers Do?,”for their comments.We are grateful to John Fitzgerald and Andy Halula for assistance with the ExecuComp dataset;Andrew Hait for as-sistance with the Census of Manufactures;and Sarah Leonard,Ervin Tu,Lazar Dimitrov,and Evan Walsh for research assistance.All errors are our own.19992000The Journal of FinanceThe empirical literature on the relative performance evaluation model is inconclusive.Jensen and Murphy~1990!find that relative performance eval-uation is not an important source of managerial incentives.Gibbons and Murphy~1990!and Antle and Smith~1986!test more directly for relative performance pay and find that,holding constant the rate of return on a firm’s common stock,a higher value-weighted industry rate of return lowers the growth of CEO pay.In contrast,Barro and Barro~1990!,Joh~1999!,and Janakiraman,Lambert,and Larcker~1992!,using a variety of data sources, all find that compensation increases with industry performance.Aggarwal and Samwick~1999!explicitly test cross-sectional predictions of a relative performance evaluation model and find no evidence of relative performance evaluation.The lack of strong empirical results suggests that other factors beyond the effort-insurance trade-off are important in the design of compen-sation contracts.1The typical principal-agent model fails to recognize that the interaction between shareholders and managers occurs in an environment of strategic interactions between firms in imperfectly competitive markets.Relative per-formance evaluation filters out a common industry shock by placing a pos-itive weight on the own firm’s performance and a negative weight on the industry’s performance.This negative industry pay-performance sensitivity implies that an executive will receive higher compensation if executives of other firms in the industry deliver lower returns to their shareholders.Al-though the relative performance evaluation contract reduces the executive’s exposure to risk,it provides incentives to take actions that lower industry returns.If rival firms in an industry are strategic competitors,then a com-pensation contract that filters out a common shock necessarily alters a man-ager’s optimal strategic product market choices.Our analysis tests for the effects of strategic competition on relative per-formance evaluation in executive compensation contracts.We first derive the optimal compensation contracts for managers allowing for strategic in-teractions in the product market.We demonstrate that the use of relative performance evaluation may be limited by the need to soften product market competition.Our model yields the sharp empirical prediction that there will be less relative performance evaluation in more competitive ing recent,comprehensive data on executive compensation,we find robust em-pirical support for this prediction.Our results suggest that strategic inter-actions between firms are an important reason why the predictions of the standard principal-agent model of relative performance evaluation are not supported empirically.1There is also a literature that examines the magnitude of the pay-performance sensitivity. Jensen and Murphy~1990!find that the compensation of chief executive officers increases by only$3.25per$1,000increase in shareholder wealth.Haubrich~1994!shows that some pa-rameterizations of the principal-agent model allow for pay performance sensitivities as low as the0.003found by Jensen and Murphy.See also later work by Hall and Liebman~1998!and Aggarwal and Samwick~1999!.Compensation,Strategic Competition,and Performance Evaluation2001 Our work is related to three literatures in corporate finance and the theoryof the firm.The first shows that other types of financial contracts,such asdebt contracts,can have important implications for the nature of productmarket competition.A number of models show how capital structure choicescan change the intensity of strategic competition~Bolton and Scharfstein ~1990!,Rotemberg and Scharfstein~1990!,Maksimovic~1988!,and Brander and Lewis~1986!!.In these models,firms choose capital structure prior toengaging in product market competition.Debt serves to commit managers toeither intensify or soften strategic competition,depending on model param-eters.Empirical tests of these models are found in Chevalier~1995a,1995b!,Phillips~1995!,and Kovenock and Phillips~1997!.Our paper provides anal-ogous theoretical and empirical evidence on the relationship between com-pensation contracts and product market competition.The second literature links the severity of the principal-agent problem tothe degree of competition in product markets.Hart~1983!,Scharfstein~1988!,Hermalin~1992!,and Schmidt~1997!consider whether product market com-petition induces managers to improve efficiency by increasing their supplyof effort.These papers show how increasing the number of competitors in aproduct market changes the provision of effort by managers.However,theydo not allow compensation contracts to inf luence competition in the productmarket as we do.The third literature shows that precommitment to managerial incentivecontracts can alter strategic competition between rival firms,as in Vickers ~1985!,Fershtman and Judd~1987!,and Sklivas~1987!.2Fumas~1992!ex-tends this literature to include relative performance evaluation contracts in a model similar to ours.Because Fumas’s model is more general than ours, it does not generate readily testable implications.We model product market competition in two ways—as strategic comple-ments and strategic substitutes.When outputs are strategic complements,as in the differentiated Bertrand model of price competition,relative per-formance pay lowers the shareholders’returns by encouraging more aggres-sive price setting by managers and is therefore not observed in equilibrium.In this case,the level of compensation under the optimal contract in-creases with both own-firm and rival-firm performance,softening compe-tition and raising the returns to shareholders.Furthermore,the modelgenerates the strong prediction that the optimal compensation contract issensitive to the degree of competition in the firm’s product market.Inmore competitive industries,managers are given weaker incentives to max-imize the value of their own firms and stronger incentives to maximize thevalue of all firms in the industry.The strategic complements model pre-dicts that the ratio of the own-firm pay-performance sensitivity to the rival-2See also Katz~1991!and Reitman~1993!.Joh~1999!and Kedia~1996!provide empirical tests of strategic interactions in compensation data.Kedia~1996!tests the Fershtman and Judd ~1987!model by defining strategic complements and substitutes following the methodology of Sundaram,John,and John~1996!.2002The Journal of Financefirm pay-performance sensitivity is a decreasing function of the level of competition in the industry.These contracts increase the value of the man-ager’s own firm relative to contracts that do not explicitly take into ac-count the strategic interaction.When firm outputs are strategic substitutes,as in a differentiated Cournot model,the level of compensation in the optimal contract increases with own-firm performance but decreases with rival-firm performance.Such a con-tract resembles relative performance pay,but the contract is motivated by the nature of the strategic interaction and not a principal-agent problem. This model also predicts that the optimal compensation contract will be sen-sitive to the degree of competition in the firm’s product market.In more competitive industries,managers are given weaker incentives to maximize the value of their own firm and stronger incentives to minimize the value of other firms in the industry.The model predicts that the ratio of the own-firm pay-performance sensitivity to the rival-firm pay-performance sensitiv-ity is a decreasing function of the level of competition in the industry.The intuition for these contracts is that they commit the manager to behaving aggressively in the product market in order to deter competitors.We test these predictions by linking together two sources of data.We use industry concentration ratios from the Census of Manufactures to charac-terize product market competition and compensation data for executives of large corporations from the Standard and Poor’s ExecuComp dataset.There are three main empirical results.First,we find that both own-and rival-firm pay-performance sensitivities are positive for total compensation.Sec-ond,the ratio of the own-to rival-firm pay-performance sensitivity is lower in more competitive industries.These two results support the strategic com-plements model and are inconsistent with the strategic substitutes model and a relative performance evaluation model.Third,we find some evidence of relative performance evaluation in short-term compensation data,but even here the extent of relative performance evaluation is limited by strategic competition.More competitive industries have less negative rival-firm pay-performance sensitivities.These results show that strategic interactions be-tween firms in an oligopoly may explain the puzzling lack of relative performance evaluation in executive compensation contracts.The paper is organized as follows.In Section I,we derive the form of optimal executive compensation contracts under differentiated Bertrand com-petition when contracts can vary with own and industry performance.Two important extensions of this model are contained in the appendices.In Ap-pendix A,the differentiated Bertrand model is embedded in a fully specified principal-agent framework.We show that the comparative static predictions of Section I are robust to the inclusion of an effort-insurance trade-off.In Appendix B,we relax the assumption that contracts are publicly observable and instead assume that they are unobservable.We present a signaling model in which the equilibrium contracts have the same qualitative properties as the contracts derived in Section I.Section II repeats the analysis of Section ICompensation,Strategic Competition,and Performance Evaluation2003 under the assumption that competition is differentiated Cournot.In Sec-tion III,we describe the data that we use for our empirical tests.In Sec-tion IV,we present our econometric results and discuss their implications for alternative theories of executive compensation.Section V concludes.I.Bertrand CompetitionWe consider the following contracting model.There are two firms,1and2, in an industry which engage in differentiated Bertrand competition.The model has two stages.At stage1,the owners of the firms write contracts with the managers,and at stage2the managers engage in differentiated Bertrand competition~our derivation will apply to any model with strategic complements!.We assume a manager’s action choice at stage2is noncon-tractible.3Profits,or statistics for profits such as returns to shareholders, are contractible.Firms face symmetric demand functions given byD i~p i,p j!ϭAϪbp iϩap j,~1! where i,jʦ$1,2%,i j.We assume that bϾa.That is,the manager’s action choice has a greater impact on the demand for her own product than does her rival’s action.We assume linear demands and two firms because this specification yields straightforward comparative statics across product mar-kets.The results of our model generalize to nonlinear demand functions so long as?D i0?p iϽ0,?D i0?p jϾ0,and6?D i0?p i6Ͼ?D i0?p j.It is important tonote for our empirical tests that our results on optimal contracts also gen-eralize straightforwardly to industries with more than two firms.Profits are given byp iϭ~p iϪc!~AϪbp iϩap j!ϩ«.~2!«is a mean zero common shock to profits with variance s2.Therefore,prices ~or,more generally,the manager’s noncontractible strategic action choice! cannot be perfectly inferred from profits.Marginal cost is assumed constant and is given by c.In this section,we do not consider managerial risk aver-sion or effort choices.We introduce these in Appendix A,and show that the results derived in this section continue to hold in a fully specified principal-agent model.3In our model,it does not matter if we make the standard moral hazard assumption that the manager’s strategic action choice is unobservable or if we make the incomplete contracts as-sumption that the manager’s strategic action choice is observable but not verifiable.The latter may be more realistic in our setting,but all we require is that the action choice be noncon-tractible for either reason.At stage1,if contracts are written contingent solely on own-firm profits, we get the standard differentiated Bertrand result.Any contract that is in-creasing in own profits will induce the manager to choose the profit-maximizing price.Equilibrium prices and expected profits arep i*ϭAϩbc2bϪa~3!andE@p i*#ϭb ~AϪbcϩac!2~2bϪa!2.~4!Can the standard contract be improved upon?Would the owners of the firms raise their profits by offering their managers contracts contingent on rival-firm profits as well as own-firm profits?Suppose the following linear contract is offered to the manager of firm i:4w iϭk iϩa i p iϩb i p j.~5! In this model,the owner of firm i chooses the contract,the contract is re-vealed to both managers,and then the managers choose prices.5We put no restrictions on a i and b i;they could be greater than one or less than zero. We assume that the manager of firm i has a reservation wage w i'and that the managerial labor market is competitive.Therefore,the k i s,which are constants unrelated to performance,are chosen so that the managers are always held to their reservation wages.The first-period program for the owner of firm i ismaxa i,b i,k iE@p i#Ϫw is.t.w iՆw i'and~6!p i**ʦarg maxp iw i.4Linear contracts impose some restriction on the contracting space.We focus on linear con-tracts for three reasons.First,linear contracts are analytically tractable.The assumption of linearity is standard in the literature on precommitment through incentive contracts~e.g.,Fer-shtman and Judd~1987!,Fumas~1992!!.Second,linear compensation contracts are consistent with the Holmström and Milgrom~1987!principal-agent framework,which we further develop in Appendix A.Third,as in the previous empirical literature on compensation,the linear spec-ification generates comparative statics that can be directly tested.5The public revelation and observability of contracts are not essential to the model.In Ap-pendix B,we derive conditions under which unobservable contracts can still achieve the results of this section.2004The Journal of FinanceThe first constraint is the manager’s individual rationality constraint,which will always bind through the choice of k i.The second constraint ensures that the manager’s second-period action choice is optimal given the first-period contract.We start by analyzing the second-period action choice of each firm’s man-ager in the differentiated Bertrand game.The manager of firm i solves maxp ia i~~p iϪc!~AϪbp iϩap j!ϩ«!ϩb i~~p jϪc!~AϪbp jϩap i!ϩ«!.~7! Firm i’s reaction function isR i'~p j!ϭAϩbcϩap j2bϩb i a~p jϪc!2a i b.~8!The optimal price level as a function of contracts for firm i isp i**ϭϪa j A~a i aϩ2b a iϩb i a!Ϫa j bc~2b a iϩa i aϪb i a!ϩa2c b j~a iϩb i!Ϫ4a i b2a jϩa i a2a jϩa i a2b jϩb i a2a jϩb i a2b j.~9!Substituting the price choices back into the owners’first-period problems and holding the managers to their reservation wages yields the following program for firm i:maxa i,b iE@~p i**Ϫc!~AϪbp i**ϩap j**!ϩ«#Ϫw1'.~10!Jointly solving both firms’programs gives a continuum of optimal contracts for each firm’s manager,which isa1**ϭ2bϪaay,b1**ϭy,yʦᑬϩ.a2**ϭ2bϪaaz,b2**ϭz,zʦᑬϩ.~11!We can now solve for the symmetric equilibrium prices,p i**:p i**ϭA~2bϪa!ϩc~bϪa!~2bϩa!4b~bϪa!,~12!Compensation,Strategic Competition,and Performance Evaluation2005and expected profits:E @p i **#ϭ116~4b 2Ϫa 2!~A Ϫbc ϩac !2~b Ϫa !b 2.~13!A direct comparison shows that expected prices and profits in the case where both managers can be compensated on own-firm and rival-firm profits are greater than expected prices and profits when both managers are compen-sated strictly on their own-firm profits,as long as the noncontractual dif-ferentiated Bertrand price is greater than marginal cost.Figure 1depicts the shift in equilibria as we move from standard differenti-ated Bertrand competition to competition with compensation contracts based on own-and rival-firm profits.The upward sloping lines labeled R 1~p 2!and R 2~p 1!are firm 1and firm 2’s reaction functions under standard differentiated Bertrand competition.The lines labeled R 1'~p 2!and R 2'~p 1!are the reaction functions when managers can be compensated on both own-and rival-firm prof-its.At ~p 1',p 2'!,the owner of firm 1uses a contract based on own-and rival-firm profits and the owner of firm 2uses a contract based on own-firm profits.Prices and profits are higher for both firms relative to standard differentiated Ber-trand competition.When both firms use contracts based on own-and rival-firm profits,the new equilibrium prices ~p 1**,p 2**!and profits are even higher.Allowing a manager to be compensated on rival-firm profits lessens com-petition and raises profits for both firms.Recall from equation ~11!that the optimal contracts ~a i **,b i **!are functions of a and b .The relative weight putFigure 1.Bertrand reaction functions.R 1~p 2!and R 2~p 1!are reaction functions under standard differentiated Bertrand competition.Equilibrium prices are ~p 1*,p 2*!.R 1'~p 2!and R 2'~p 1!are the reaction functions when managers can be compensated on both own-and rival-firm profits.At ~p 1',p 2'!the owner of firm 1uses a contract based on own-and rival-firm profits and the owner of firm 2uses a contract based on own-firm profits.When bothfirms use contracts based on own-and rival-firm profits,the equilibrium prices are ~p 1**,p 2**!.2006The Journal of FinanceCompensation,Strategic Competition,and Performance Evaluation2007 on own-firm profits in the optimal contract is an increasing function of b, the effect of own price,and a decreasing function of a,the effect of the rival firm’s price.The ratio b0a measures the degree of substitutability between the two firms’products.A higher value of b0a indicates lower substitutability—that is,an industry that is closer to separate monopolies.A lower value of b0a indicates greater substitutability—that is,an industry that is more com-petitive in the sense that price is closer to marginal cost.The optimal contracts are only identified up to their ratio,a**0b**,and not to their levels.This is a result of the continuum of equilibria.We call this ratio the compensation ratio.The differentiated Bertrand model makes the following comparative static prediction:?ͩa**b**ͪ?ͩb aͪϾ0.~14!The compensation ratio is increasing in the degree of product differentia-tion.In other words,as the products become more substitutable,more weight is put on rival-firm profits relative to own-firm profits to offset the in-creased competitive pressure.We test this prediction in Section IV,as well as the predictions of equation~11!that a**Ͼ0and b**Ͼ0.To make the intuition for this result clearer,consider two industries.In the first,products of rival firms are close substitutes.For a given reduction in the price of its product,a firm in this industry can appropriate a larger share of the market from its rival.Since in equilibrium,the rival firm will respond in kind,it is precisely this industry in which managers need to be given strong incentives to maintain a higher price.In our model,shareholders provide these incentives by placing a relatively larger weight on rival-firm performance.In the second industry,products are more differentiated,so that each firm has a local monopoly.Managers in this industry are less inclined to reduce price to steal market share because a given reduction in price results in lower profits from inframarginal customers.Shareholders therefore do not need to provide strong incentives to support prices through the compensation contract.Hence, the relative weight on rival-firm performance is lower.The predictions we generate come from a model in which we have fully specified the nature of the firms’product market interaction without fully specifying the nature of the principal-agent relationship within the firms.In our setup,it is clear that optimal compensation contracts depend on product market characteristics.A more complete model would also include risk aver-sion on the part of the manager and both an effort choice and a disutility of effort for the manager.Optimal contracts would depend on these factors as well in order to produce a fully integrated principal-agent model of product market competition.In Appendix A,we present such a model using the lin-ear principal-agent framework of Holmström and Milgrom~1987!.The pre-dictions of equations~11!and~14!are unaffected.2008The Journal of FinanceOur model can also be understood as identifying a cost of relative perfor-mance evaluation contracts.In our model,optimal contracts put a positive weight on both own-and rival-firm performance.Relative performance eval-uation contracts put a negative weight on the rival firm to filter out common shocks.However,putting a negative weight on the rival firm induces man-agers to compete more aggressively in the product market,which hurts firm profitability.The use of relative performance evaluation will be limited by the need to curtail managers’incentives to compete aggressively in the prod-uct market.In our model,the manager’s compensation contract is publicly observable in order to serve as a commitment device.This assumption is not essential to derive our basic comparative statics.In Appendix B,we derive similar results while dispensing with the observability of contracts.The key to this result is that managers can take actions to signal their unobservable con-tracts to the product market.Credibly signaled contracts restore the com-mitment value of contracts but do not require direct observability of the contracts by the market or other outsiders.Because profits are higher when rival-firm performance is rewarded in the contract,the firm’s owner can afford to fund the costly signal by the manager.The manager sends the signal because softening competition raises her compensation through both the own-and rival-firm pay-performance sensitivities.The contracts we derive clearly facilitate collusive pensat-ing a manager positively on the performance of her industry may seem to violate antitrust laws.However,Gilo~1996!documents numerous cases of firms that hold passive equity positions in rival firms and shows that such passive investments are permitted under Section7of the Clayton Antitrust Act.Gilo argues that such passive investments may have anticompetitive effects,and in this section we demonstrate one mechanism by which collu-sion might be sustained.Nonetheless,having a positive rival-firm pay-performance sensitivity does not violate antitrust laws.Additionally,there are no legal constraints on firms limiting the amount of relative perfor-mance evaluation they employ in order to curb aggressive price setting by managers.We predict that firms in more competitive industries use less relative performance evaluation than do firms in less competitive industries.II.Cournot CompetitionNow we consider the same model as in Section I but characterize the mar-ket with differentiated Cournot competition instead of Bertrand competi-tion.Prices as functions of quantities areP i~q i,q j!ϭAϪbq iϪaq j,~15! and profits are given byp iϭq i~AϪbq iϪaq jϪc!ϩ«.~16!The standard differentiated Cournot solution obtains if the manager is com-pensated strictly on own-firm profits.Equilibrium quantities and expected profits areq i*ϭAϪcaϩ2b~17!andE@p i*#ϭb~aϩ2b!2~AϪc!2.~18!In order to compare the Cournot case to the Bertrand case,we again con-sider linear compensation contracts:w iϭk iϩa i p iϩb i p j.~19! The first-period program for the owner of firm i ismaxa i,b i,k iE@p i#Ϫw is.t.w iՆw i'and~20!q i**ʦarg maxq iw i.The second-period action choice of firm i’s manager is given bymaxq ia i~q i~AϪbq iϪaq jϪc!ϩ«!ϩb i~q j~AϪaq iϪbq jϪc!ϩ«!.~21! The reaction function for firm i isR i'~q j!ϭAϪc2bϪaq j~a iϩb i!2a i b.~22!The optimal quantity choice for firm i as a function of contracts isq i**ϭa j~AϪc!a i aϪ2a i bϩb i aϪ4a j b2a iϩa i a2b jϩa i a2a jϩb i a2b jϩb i a2a j.~23!Substituting the optimal quantity choices back into the owner’s first-period problem and holding the manager to her reservation wage yields the follow-ing program:maxa i,b iE@q i**~AϪbq i**Ϫaq j**Ϫc!ϩ«#Ϫw i'.~24!Jointly solving both firms’programs gives a continuum of optimal contracts for each firm’s manager:a1**ϭ2bϩaay,b1**ϭϪy,yʦᑬϩ.a2**ϭ2bϩaaz,b2**ϭϪz,zʦᑬϩ.~25!These contracts have the feature that each manager is given a long position in her own firm and a short position in her rival’s firm.In principle there is an additional continuum of optimal contracts in which each manager is given a short position in her own firm and a long position in her rival.Although both types of contracts are theoretically possible,legal constraints prevent a manager from shorting her own firm.Section16~c!of the Securities Ex-change Act of1934prohibits insiders from maintaining short positions in their own firms’equity securities.6Hansen and Lott~1995!demonstrate that no such constraints exist on taking a short position in a rival firm.We thus refer to the contract in which the manager of a firm is given a long position in her own firm and a short position in her rival as the equilibrium contract. Given the above contracts,the symmetric equilibrium quantities,q i**,areq i**ϭ14b~AϪc!aϩ2baϩb.~26!Expected profits areE@p i**#ϭ116~4b2Ϫa2!~AϪc!2~aϩb!b2.~27!A direct comparison shows that expected quantities are higher and expected profits are lower in the case where both managers can be compensated on own-and rival-firm profits relative to the case where both managers are compensated strictly on their own-firm profits.6According to SEC Document No.S7-26-88,“A reading of the legislative history indicates that Congress did not want insiders,with access to inside information,speculating in their company’s stock by acquiring short positions.Further,Congress did not want insiders to take short positions in conf lict with their fiduciary duties,because insiders could use short positions to manipulate a stock price or to profit by a fall in the price of their company’s stock.”。

Compensation An Overview(薪酬概述)

Compensation An Overview(薪酬概述)
Attracted to the work Motivated to do a good job for the employer
Adequate*
10 - 5
Equitable*
A Compensation system should be:
(* focus of this chapter)
Incentive-providing* Cost-effective
Act (1967)
Federal Wage Garnishment
Act (1970)
10 - 14
Internal Influences on Compensation
Organization Size
Labor Budget
Organization Age
Who Makes Compensation
chapter
10 - 1
10
Compensation: An Overview
10 - 2
Compensation
Deals with every type of reward individuals receive in exchange for performing organizational tasks
10 - 11
Equal Pay Act of 1963
Established the concept of equal pay for equal work
Prohibits wage differentials based on gender between men and women performing essentially the same work in organizations

管理权力、自由裁量性投资与高管薪酬——基于中国上市公司的实证研究

管理权力、自由裁量性投资与高管薪酬——基于中国上市公司的实证研究

管理权力、自由裁量性投资与高管薪酬——基于中国上市公司的实证研究摘要摘要高管薪酬一直以来是一个关注多、争议大的话题,近年来,高管自定薪酬频繁见诸于媒体报道,但中国学者对此鲜有论述。

本文基于中国上市公司的制度背景,采用 CEO个人薪酬等多个新变量,首次从“管理权力?自由裁量性投资?绩效?薪酬”的动态视角,通过设计管理权力指标,检验“昀优契约理论”和“管理权力理论”在中国的适用性,研究高管薪酬是否也成为代理问题的一部分,以及高管是否运用权力和自由裁量性投资自定薪酬的行为过程,以期为中国上市公司激励机制的完善提供经验证据。

本文通过对 2005~2007 年 2840 个中国上市公司样本的研究发现,随着薪酬市场化改革以及股权分置改革的逐步推行,高管薪酬与绩效正相关,但涨幅惊人。

高管会通过权力自定薪酬,提高盈利时的相关性,降低亏损时的相关性或者不相关。

此外,民营上市公司高管会迎合股东的偏好发放股利获取高薪,支持股利迎合理论,实际控制人兼任 CEO时,他会利用其股东的权力自定高薪,但也会综合权衡现金分红和薪酬的财富替代效应。

并购是高管重构权力和自定薪酬契约的一个有效手段。

并购时高管薪酬主要由并购规模决定;此外即使并购后绩效不理想,并购也会提高薪酬。

薪酬与并购绩效具有显著的非对称性,如果并购绩效差,高管会因此而受到惩罚,降低并购所提高的薪酬。

但是,管理权力型公司高管薪酬与管理权力显著正相关,与是否并购以及并购后市场绩效不相关;而非管理权力型公司高管薪酬与管理权力不相关,与是否并购以及并购后负的市场绩效显著正相关,此时,高管在通过并购重构权力自定薪酬过程中,会因为并购后差的绩效受到降低更多薪酬的惩罚。

随着有关激励法规的推行,高管薪酬与无形资产投资之间的关系逐步由负相关转为正相关,与 R&D投资之间显著正相关;但是考虑管理权力后发现,权力大的高管会通过权力转移 R&D 对薪酬的考核约束,使其薪酬与 R&D 投资不相即使有 R&D投资,也会利用权力降低有 R&D投资时的薪酬绩效敏感度。

收购意向英文

收购意向英文

收购意向英文集团标准化工作小组 #Q8QGGQT-GX8G08Q8-GNQGJ8-MHHGN#LETTER OF INTENT收购意向书[Date]Address:Dear :This letter confirms your and our mutual intentions with respect to the potential transaction described herein between (“Buyer”) and (“Seller”).1. Prices and Terms. We envisage that the principal terms of the proposedtransaction would be substantially as follows:(a) Business to be Acquired; Liabilities to be Assumed. We wouldacquire substantially all of the assets, tangible and intangible, owned bySeller that are used in, or necessary for the conduct of, its softwaredevelopment business, including, without limitation:(i). The software, subject to any obligations contained indisclosed license agreements and all related intellectual property;(ii). The fixed assets of Seller;(iii). At least 70% customers will be kept at least 6 months;(iv). The goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances.(b) Consideration. The aggregate consideration for the assets andbusiness to be purchased would be $ ; provide, however, thatthe working capital (current assets less current liabilities) of thebusiness to be purchased equals or exceeds $0, as shown on a closingdate balance sheet prepared in accordance with generally acceptedaccounting principles.(c) Due Diligence Review. Promptly following the execution of this letterof intent, you will allow us to complete our examination of your financial,accounting and business records and the contracts and other legaldocuments and generally to complete due diligence. Any informationobtained by us as a result thereof will be maintained by us inconfidence subject to the terms of the Confidentiality Agreementexecuted by the parties and dated (the “ConfidentialityAgreement”). The parties will cooperate to complete du e diligenceexpeditiously.(d) Conduct in Ordinary Course. In addition to the conditions discussedherein and any others to be contained in a definitive written purchaseagreement (the “Purchase Agreement”), consummation of theacquisition would be subject to having conducted your business in theordinary course during the period between the date hereof and the dateof closing and there having been no material adverse change in yourbusiness, financial condition or prospects.(e) Definitive Purchase Agreement. All of the terms and conditions of theproposed transaction would be stated in the Purchase Agreement, tobe negotiated, agreed and executed by you and us. Neither partyintends to be bound by any oral or written statements orcorrespondence concerning the Purchase Agreement arising during thecourse of negotiations, notwithstanding that the same may beexpressed in terms signifying a partial, preliminary or interimagreement between the parties.(f) Employment Agreement. Simultaneously with the execution of thePurchase Agreement, we would enter into employment agreementswith ______ on such terms and conditions as would be negotiated andagreed by them and us, including mutually agreeable provisionsregarding terms, base and incentive compensation, confidentiality,assignment to us of intellectual property rights in past and future workproduct and restrictions on competition. We would also offeremployment to substantially all of Seller’s employees and would expectthe management team to use its reasonable best efforts to assist us toemploy these individuals.(g) Timing. We and you would use all reasonable efforts to complete andsign the Purchase Agreement on or before and to close thetransaction as promptly as practicable thereafter.2. Expenses. You and we will pay our respective expenses incident to thisletter of intent, the Purchase Agreement and the transactions contemplated hereby and thereby.3. Public Announcements. Neither you nor we will make any announcementof the proposed transaction contemplated by this letter of intent prior to the execution of the Purchase Agreement without the prior written approval of the other, which approval will not be unreasonably withheld or delayed. The foregoing shall not restrict in any respect your and our ability tocommunicate information concerning this letter of intent and the transactions contemplated hereby to your and our, and your and our respective affiliates’, officers, directors, employees and professional advisers, and, to the extent relevant, to third parties whose consent is required in connection with the transaction contemplated by this letter of intent.4. Broker’s Fees. You and we have represented to each other that no brokersor finders have been employed who would be entitled to a fee by reason of the transaction contemplated by this letter of intent.5. Exclusive Negotiating Rights. In order to induce us to commit theresources, forego other potential opportunities, and incur the legal,accounting and incidental expenses necessary properly to evaluate thepossibility of acquiring the assets and business described above, and to negotiate the terms of, and consummate, the transaction contemplatedhereby, you agree that for a period of [x] days after the date hereof, you, your affiliates and your and their respective officers, directors, employees and agents shall not initiate, solicit, encourage, directly or indirectly, oraccept any offer or proposal, regarding the possible acquisition by anyperson other than us, including, without limitation, by way of a purchase of shares, purchase of assets or merger, of all or any substantial part of your equity securities or assets, and shall not (other than in the ordinary course of business as heretofore conducted) provide any confidential informationregarding your assets or business to any person other than us and ourrepresentatives.6. Miscellaneous. This letter shall be governed by the substantive laws of theHong Kong SAR, China and Macau SAR, China without regard to conflict of law principles. This letter constitutes the entire understanding andagreement between the parties hereto and their affiliates with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of such parties (whether oral or written). No promise, inducement.7. No Binding Obligation. Except for Sections 1(c) and 2 through 6, THISLETTER OF INTENT DOES NOT CONSITITUTE OR CREATE, ANDSHALL NOT BE DEMMED TO CONSITUTE OR CREATE, ANY LEGALLY BINDING OR ENFORCEABLE OBLIGATION ON THE PART OF EITHER PARTY TO THIS LEETER OF INTENT. NO SUCH OBLIGATION SHALL BE CREATED, EXCEPT BY THE EXECUTION AND DELIVERY OF THE PURCHASE AGREEMENT CONTAINING SUCH TERMS ANDCONDITIONS OF THE PROPOSED TRANSACTION AS SHALL BEAGREED UPON BY THE PARTIES, AND THEN ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH PURCHASEAGREEMENT. The Confidentiality Agreement is hereby ratified andconfirmed as a separate agreement between the parties hereto.If the foregoing terms and conditions are acceptable to you, please so indicate by signing the enclosed copy of this letter and returning it to the attention of the undersigned.Very truly yours, [Buyer]By: Title: ACCEPTED AND AGREED [Seller]By: Title:。

跨文化人力资源管理--Lecture_Twelve_Compensation

跨文化人力资源管理--Lecture_Twelve_Compensation

Chapter
12
Employee Benefits
After reading this chapter, you should be able to: Discuss the growth in benefits costs and the underlying reasons for that growth. Explain the major provisions of employee benefits programs. Describe the effects of benefits management on cost and work-force quality.
provide. benefits are complex for employees to understand.
Reasons for Benefits Growth
Laws mandating benefits passed during and after the Depression
Wage and price controls instituted during WWII and labor shortrance
Family-Friendly Policies
Private Group Insurance
Pay For Time Not Worked
Retirement
Social Security
Social Security includes provision for old-age insurance, unemployment insurance, survivors' insurance, disability insurance, hospital insurance, and supplementary medical insurance.
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Use of performance reviews

Team bonuses - small group of top executives, decisions directly affect profits Evidence and corporate performance?
Some Examples of Compensation Schemes

5
The Incentive Problem and Motivation Problem
Alternatives to Pay/Money






Job security Flexible working arrangements Benefits – carparking, holidays, pensions, etc. Career development and training opportunities (promotions) Convenience of work location Intrinsically satisfying work Pleasant working environment Friendly colleagues Firings and other penalties for bad performance Unvested pensions that are forfeited on dismissal Preferred office assignments for good performance

Problem:
Job V Individual? Job descriptions and flexibility
Performance-Related Pay (PRP) – Good Practice

Senior management committed to the scheme Introduced top-down rather than bottom-up Employee involvement in the design and implementation Existence of a competitive base salary structure A valid job evaluation system which is held in high regard amongst employees Introduced at a pace appropriate to the organisations culture Systematic and regular training for management in performance review and feedback Effective quality control mechanisms for both performance management and performance-related pay systems

Piece rates Time rates Others?
What Is Incentive Pay?
Incentive pay links pay (as a reward) to performance
Create incentives for employees to improve their job performance =>links pay and performance Incentive pay is also called: Pay for performance Performance-based pay systems Performance-based reward systems Reward = Pay? Pay is one possible reward, not the only possible reward Rewards: More than just direct wages and salaries; includes indirect and direct payments in form of bonuses and incentives
Various alternatives (to money) motivation practices
include job enrichment, participation and promotion Problems with alternatives: what works for one worker may not work for another No one can REALLY answer what motivates people

SO: Why Use Incentive Pay?
Incentive pay and goal alignment
Employees work toward their own goals + working toward the organization’s goals If incentive pay works to enhance employee motivation, then the advantages include: Increased employee productivity & job performance Increased retention of high performers Because high performers get more pay than low performers Increased ability of the organization to achieve its objectives Lower costs
Profit Sharing Allocates a specific portion of a firm’s profits to employees – focus on ‘team of teams’ Became popular during the 1980s as workers accepted profit sharing in lieu of wage increases Employee involvement=>commitment and performance

8
Incentive Compensation
How does a company determine the relative value of
jobs?

External comparisons with other companies (benchmarking) Outside influences ?? Job evaluation: establish the comparative worth of jobs within a firm
Key Principles for Consideration of Compensation Strategies and Motivation
Involvement



Of employees into design process Commitment to success of system Sense of ownership De-motivators All difficulties preventing workers from achieving high levels of performance should be removed Equity Fair and comparable system Reinforcement Procedures in place to give employees reinforcement, encouragement, guidance and feedback – helps employer know desired reward Relevance and reward Spend time ensuring employees interested in proposed reward Goals Clarity on what earns reward Informs what the organisation considers to be important
Performance-Related Pay – Least Effective:
Level of trust between managers and
employers is low Individual performance is difficult to measure Performance must be measured subjectively When inclusive measures of performance that cover all the activities of the job cannot be developed When large pay awards cannot be given to good performers
Team bonuses

Bonus for each team member depends on whether team goals are met Very common in US - such schemes based on physical output Free-rider problem? Agreement on performance measures
Some Examples of Compensation Schemes
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