(1) system principle: the equity incentive and the company's overall strategy are coordinated with the current incentive system to form a complete system of enterprise management. Incentive system includes fixed salary, short-term incentive (bonus), long-term incentive, welfare pension, promotion system, honor and so on. However, equity incentive itself is not only a subsystem of the incentive system, but also the intersection of corporate governance structure and capital operation system. It will be biased to design the equity incentive scheme from the perspective of comprehensive compensation scheme! Therefore, it is necessary to comprehensively consider the systematic relationship between equity incentive and internal modules of enterprise management, and consider the connection between equity incentive and salary, corporate governance and strategy. At the same time, the equity incentive mechanism itself is a unique small system, and its own operating concept and mechanism are also very mature and perfect. When designing the equity incentive scheme, various internal factors are also interrelated and mutually causal, which will affect the whole body and form a complete system!
(B) the principle of balance: the application of equity incentive itself in the field of incentives, incentives and negative incentives will always be a pair of contradictions. Therefore, as the core means of incentive, equity must fully grasp the balance between long-term and short-term, between competitive alliance and company employees, strategic investors, front-office departments and support departments, and between old employees and new employees in operation, so as to finally formulate an equity incentive plan that conforms to the actual situation of the enterprise.
(c) Combination principle: "Single equity incentive tool is difficult to work"! Equity incentive is a general term, including performance stocks, stock options, stock appreciation rights, restricted stocks, deferred payment plans and other incentive tools. The purpose, incentive function and risk degree of these incentive tools are different. In many excellent cases at home and abroad, the incentive scheme often adopts the combination of two or more incentive tools. The advantage of this method is that it integrates the characteristics of various tools, and at the same time, it links the long-term performance of stock prices and the medium-term performance of different financial performance indicators with the personal income of the incentive object, which can effectively adjust the risk of obtaining remuneration to a certain extent.
Nine elements of equity incentive scheme design
(1) Set the purpose.
No matter whether a listed company is long or short, it should determine the purpose of incentive according to its own situation and growth needs.
Target 1: Improve performance?
Objective 2: Reward old employees.
Goal 3: Reduce cost pressure
Goal 4: Attract and retain talents.
Goal 5: Equity release "military power"
(2) Determine the source.
Determining the service source is to determine the source of stocks (shares) used for equity incentive, and the stocks (shares) used for equity incentive are nothing more than the transfer of original shareholders, the issuance of new shares, the company's repurchase of shares and the special reservation when issuing new shares.
Determine the source of funds: that is, determine the source of funds for purchasing incentive shares (except unconditional grant), which will generally be directly contributed to the motivated object, and the motivated object will be deducted with bonuses, dividends and corporate help. To determine the source of funds, it is generally necessary to consider the company's cash flow and the income premise of the motivated.
(3) Set the mode.
No matter long-term or short-term listed companies or listed companies, it is necessary to choose the appropriate incentive model (tool) according to the incentive target, the situation of address industry and the objective reality of enterprises.
1, blue chip stocks
It means setting reasonable performance targets at the beginning of the year. If the incentive object reaches the predetermined target at the end of the year, the company will grant it a certain number of shares or withdraw a certain incentive fund to buy shares of the company. The circulation and realization of performance stocks are usually limited by time and quantity. Another long-term incentive method similar to performance stocks in operation and function is performance unit, which is different from performance stocks in that performance stocks are awarded to stocks, while performance units are awarded to cash.
2. Stock option
Refers to a right granted by the company to the incentive object. The incentive object can buy a certain number of circulating shares of the company at a predetermined price within a specified time, or give up this right. The exercise of stock options also has time and quantity restrictions, and the incentive object needs to pay cash for the exercise itself. At present, the virtual stock option applied by some listed companies in China is a combination of virtual stock and stock option, that is, the company grants the incentive object the right to subscribe for virtual stock, and the incentive object obtains the virtual stock after exercising.
3. Virtual stocks
It refers to a kind of virtual stock granted by the company to the incentive object, according to which the incentive object can enjoy certain dividend rights and stock price appreciation income, but it has no ownership and voting rights, cannot be transferred and sold, and automatically becomes invalid when it leaves the enterprise.
4. stock appreciation rights
Refers to a right granted by the company to the incentive object. If the company's share price rises, the incentive object can obtain the corresponding amount of share price appreciation income by exercising. The incentive object does not have to pay cash when exercising, but obtains cash or equivalent company shares after exercising.
5. Restricted stock
It refers to granting a certain number of company shares to the incentive object in advance, but there are some special restrictions on the source and sale of shares. Generally, only when the incentive object completes a specific goal (such as turning losses into profits) can the incentive object sell restricted stocks and profit from them.
6. Deferred payment
It refers to a package of salary and income plans designed by the company for the incentive object, part of which belongs to equity incentive income. Equity incentive income is not paid in the current year, but converted into shares according to the fair market value of the company's shares, and paid to the incentive object in the form of company shares or in cash according to the market value of the shares at that time after a certain period.
7. Operator/employee stock ownership
It refers to letting the incentive object hold a certain number of company shares, which will be given to the incentive object by the company free of charge, or purchased by the company with subsidies to the incentive object, or purchased by the incentive object at its own expense. The incentive object can benefit when the stock appreciates and suffer losses when the stock depreciates.
8. Management/employee buyouts
It means that the management or all employees of the company use leveraged financing to buy shares of the company, become shareholders of the company, and share risks and benefits with other shareholders, thus changing the ownership structure, control structure and asset structure of the company and realizing shareholding operation.
9, book value appreciation right
Specifically divided into two types: purchase type and virtual type. Purchase type means that the incentive object actually buys a certain number of company shares according to the net asset value per share at the beginning, and then sells them back to the company according to the net asset value per share at the end of the period. Virtual type means that the incentive object does not need to spend money at first, and the company grants the incentive object a certain number of nominal shares. At the end of the period, the income of the incentive object is calculated according to the increment of net assets per share and the nominal number of shares, and the cash is paid to the incentive object accordingly.
(4) pertinence.
People are the subject of incentive, and the determination of reasonable incentive objects is related to the success or failure of scheme design. The incentive objects are mainly:
1, with undeveloped potential human resources.
2. The degree of information hiding in the process of work
3. Whether there are specialized senior managers of human capital accumulation refers to those who are responsible for the company's decision-making and operation, including the manager, deputy manager, chief financial officer (or other personnel who perform the above duties), secretary of the board of directors and other personnel stipulated in the company's articles of association. Three-level theory of economy and country: 1, core layer: mainstay (closely related to the fate and development of enterprises, with the spirit of sacrifice) 2, backbone layer: safflower (opportunist, they are the focus of equity incentive) 3, operation layer: green leaf (work is just work) To treat people at different levels differently, often the backbone layer is our equity.
The Measures for the Administration of Equity Incentives of Listed Companies stipulates that the incentive targets may include directors, supervisors, senior managers and core technical (business) personnel, but may not include independent directors (the latest regulation in Memorandum No.65438 +0). In order to give full play to the supervisory role of supervisors, supervisors of listed companies shall not be encouraged. ?
SASAC stipulates that the object of equity incentive of state-owned holding companies is limited to the directors and senior managers of listed companies, as well as the core technical talents and management backbones that have a direct impact on the overall performance and sustainable development of listed companies. ?
(5) quota.
Both unlisted enterprises and listed enterprises need to determine the incentive amount. The new "Company Law" stipulates that: after the resolution of the shareholders' meeting, the company may purchase the shares of the company and reward the shares to the employees; The purchase of shares of the Company shall not exceed 5% of the total issued shares of the Company; In addition, Article 12 of the Measures for the Administration of Equity Incentive of Listed Companies stipulates that the total number of underlying stocks involved in all useful equity incentive plans of listed companies shall not exceed 65,438+00% of the company's total share capital; Without the approval of the resolution of the shareholders' meeting, the accumulated shares of the company to be awarded by any incentive object through all useful equity incentives shall not exceed 65,438+0% of the company's total share capital. Shares that are generally used for incentives will be granted in one lump sum.
2. Measures for the Administration of Equity Incentives of Listed Companies During the validity period of the equity incentive plan, the expected income level of individual equity incentives of senior managers should be controlled within 30% of their total salary level (including expected options or equity income). The total salary level of senior managers should be determined by referring to the principles of state-owned assets supervision and administration institutions or departments and the performance appraisal and salary management measures of listed companies.
(6) Set a time limit.
A complete equity incentive plan can be called a cycle, and a large cycle generally includes the formulation, grant, expectation, exercise, sale ban and unlocking of the incentive plan. The small cycle is generally counted from the beginning of the grant.
The validity period of the equity incentive plan is calculated from the date of adoption by the shareholders' meeting, and generally does not exceed 10 year. After the expiration of the equity incentive plan, the listed company shall not grant any equity according to this plan. 1.？ During the validity period of the equity incentive plan, the stock options granted in each period are restricted by the exercise restriction period and the exercise validity period, and are exercised in batches according to the set timetable. 2. During the validity period of the equity incentive plan, the lock-up period of restricted shares granted in each issue shall be no less than 2 years. Upon the expiration of the lock-up period, the number of shares that can be unlocked (transferred or sold) by the incentive object shall be determined according to the completion of the equity incentive plan and performance targets. The unlocking period shall not be less than 3 years, and the unlocking period shall be unified in principle.
(7) Fixed price.
According to the principle of fair market price, the grant price (exercise price) of equity is determined. The grant price of the equity of a listed company shall not be lower than the higher of the following: 1. Summary of the draft equity incentive plan announces the closing price of the company's target stock on the previous trading day; 2. The average closing price of the underlying shares of the company in the 30 trading days before the announcement of the draft equity incentive plan. Conversion of the company's actual net assets when a non-listed company can exercise its rights.
(8) Set conditions. ?
The "fixed conditions" mentioned here are the conditions for determining the grant and exercise of equity. ?
Grant conditions refer to the conditions that must be met or satisfied when granting the equity of the incentive object. Mainly related to the performance of the incentive object. As long as the performance appraisal of the incentive object meets the requirements, the enterprise will grant its equity, otherwise it will not be granted. ?
Exercise conditions refer to the conditions that the incentive object needs to meet when exercising the granted equity. It requires not only that the qualifications of the incentive object must meet the requirements, but also that the qualifications of the company's main body must meet the requirements. Only when both meet the requirements of the enterprise, the incentive object can exercise the right, get a gift or buy shares of the company, otherwise the exercise will be terminated. ?
(9) Fixed mechanism. ?
The design and implementation of equity incentive plan is a systematic project. After designing the above elements, a series of corresponding management mechanisms should be formulated, including: management mechanism of incentive plan, adjustment mechanism of plan, modification and termination mechanism of plan, etc. , thus escorting the smooth implementation of the equity incentive plan.