Guido Ferrarini and Maria Cristina Ungureanu, “Executive Remuneration. A Comparative Overview”, in Jeffrey Gordon and Georg Ringe (eds), Oxford Handbook of Corporate Law and Governance 2018, 334-362
This chapter, co-authored with prof. Guido Ferrarini, examines current trends in the regulation and practice of executive remuneration, particularly emphasizing incentives like stock options and long-term pay. It first outlines the main problems of executive pay from the perspective of agency costs theory, banking theory, and corporate social responsibility. It then discusses the main policy issues relating to executive pay, from design problems and remuneration governance to disclosure of pay policies and amounts, and prudential regulation of pay structure at banks. It considers the regulation of pay governance and disclosure, with special reference to EU law, comparative law, and international practice. It explores the rise of shareholder engagement in listed companies across the Atlantic and the impact of say on pay rules on shareholder activism. Finally, it analyzes the implications of international principles and standards, the Dodd-Frank Act, and CRD IV for the regulation of the pay structure at banks and other financial institutions.