1234565: 國資委新規打開政策空間央企股權激勵料將加碼

國資委新規打開政策空間央企股權激勵料將加碼


11 Sep 2021 at 01:52am
國務院國資委11日公佈《關於進一步做好中央企業控股上市公司股權激勵工作有關事項的通知》,在激勵力度、業績考核、審批備案等方面推出一系列改革舉措。

業內認為,通知中的新規定體現了長期正向激勵的鮮明導向,為央企上市公司實施股權激勵創造了更為開放包容的環境,為促進企業高質量發展,提升長期價值打開了政策空間。

中長期激勵“工具箱”不斷豐富

如何建立行之有效的激勵約束機制,充分釋放經營者和員工的活力,是當前推進國企改革的一道必答題。

近年來,國資監管部門和央企在這方面探索不斷,企業負責人任期激勵,崗位和項目分紅激勵,員工持股,股權、期權和科技成果作價入股等中長期激勵方式紛紛“出爐”,可以供不同類型、不同發展階段的企業選擇。

以股權激勵為例,國資委成立以來先犀利士犀利士藥局犀利士價格犀利士ptt犀利士5mg犀利士學名藥犀利士副作用犀利士藥效犀利士購買Cialis犀利士官網



後印發《國有控股上市公司(境外)實施股權激勵試行辦法》《國有控股上市公司(境內)實施股權激勵試行辦法》《關於國有控股上市公司規範實施股權激勵制度有關問題的通知》,從總體上構建了國有控股上市公司規範實施股權激勵的政策框架體系。

統計顯示,目前共有45家央企控股的95戶上市公司實施了股權激勵計劃,約佔央企控股境內外上市公司的23%,主要分佈在通信與信息技術、科研、醫藥、機械、軍工、能源等領域。實施股權激勵一年以上的企業營收平均年均增長率達16.7%。

“十餘年實踐證明,股權激勵機制能有效促進企業中長期持續發展、激發企業活力,是符合國企深化改革要求的市場化工具。”上海榮正投資諮詢股份有限公司董事長鄭培敏表示。

業內認為,儘管國有控股上市公司實施股權激勵數量顯著增加,但總體上仍需加強,此次通知進一步明確了實施股權激勵的規範性要求,為進一步完善央企上市公司中長期激勵提供了政策保障,有望促進相關改革加速落地。

提高激勵力度豐富激勵模式

激勵不到位,一直是國企改革中反映較為集中的問題。

對此,通知在激勵對象、激勵方式、權益授予數量、授予價格、股權激勵收益等方面突破不小,體現了加大激勵力度的政策取向。

例如,將科技創新型上市公司首次實施股權激勵計劃授予的股票數量從總股本的1%提高至3%,重大戰略轉型等特殊需要的上市公司兩個完整年度內累計授予數量放寬至5%。

同時,在提高權益授予價值方面,通知將董事、高級管理人員股權激勵權益授予價值佔授予時薪酬總水平的比例統一提升至40%,並特別明確“股權激勵對象實際獲得的收益,屬於投資性收益,不再設置調控上限”。

鄭培敏表示,這些舉措不僅提高了授予總量的靈活性,還顯著增加了對單個員工的激勵力度,打開了激勵空間,有利於國有上市公司吸引和留住人才,在人才競爭中掌握更大的主動性。

在激勵工具的選擇上,通知明確除了一般的股票期權、股票增值權和限制性股票等方式外,也可以結合股票交易市場其他公司實施股權激勵的進展情況,探索試行法律、行政法規允許的其他激勵方式。

“在中國企業'走出去'開展全球化佈局,加快'一帶一路'建設的背景下,此舉有利於企業適應更多元廣闊的市場環境。”怡安翰威特諮詢全球合夥人倪柏箭說。

長期從事高管薪酬和公司治理諮詢工作的倪柏箭認為,國企在合規基礎上參考、學習市場上中長期激勵的創新做法,有利於豐富激勵模式,提升激勵有效性。

鼓勵長期激勵規範行權條件

通知指出,鼓勵上市公司根據企業發展規劃,採取分期授予方式實施股權激勵,充分體現激勵的長期效應。同時明確央企集團對所屬各級控股上市公司股權激勵工作負主體責任,國資委只審核股權激勵計劃,不再審批分期實施方案。

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企上市公司已實施多輪股權激勵方案。通過建立持續的、長效的股權激勵機制,企業實現了長期穩定發展。”倪柏箭說。

他認為,股權激勵不應是“一錘子買賣”,而是要通過建立常態化的股權激勵體系,更有效地實現企業的長期發展。此次通知的規定,為企業實施股權激勵計劃提供了更多的政策便利。

股權激勵不意味著“一股就靈”。國資委有關負責人表示,股權激勵與業績考核掛鉤是促進企業關注股東回報、實現長期成長、提高收益質量的重要機制,也是國有企業控股上市公司實施股權激勵多年以來探索出的有效經驗。

“但是業績考核要求過於剛性,也成了部分央企控股上市公司不願意嘗試股權激勵的重要原因。”這位負責人坦言。

此次出台的通知明確,股權激勵計劃無分次實施安排的,可以在權益授予環節不設置業績考核條件;同時通知明確股權激勵的業績考核,“應當體現股東對公司經營發展的業績要求和考核導向”“應當結合公司經營趨勢、所處行業發展週期科學設置”。

業內認為,這既鼓勵向行業優秀公司看齊,也充分考慮到行業變化的實際情況,對不同發展階段、不同業態的企業,給予一定的靈活空間,使業績考核更具科學性、更符合市場化特徵。

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