Remunerarea membrilor organelor de administrare ai societăţii comerciale

Dr. Sebastian BODU, MBA

ABSTRACT

Compensation of managers and directors is fixed in nature and is granted periodically (monthly) or in the form of attendance fees (jetons), without depending on the company’s performance. Compensation of managers is set by the board of directors within the limits established by the general meeting of shareholders (GMS). It is monthly, corresponding to a permanent (full-time) activity. An additional compensation is granted for executive roles when managers also serve as directors. Both managers and directors may also receive supplementary (variable) compensation, which includes bonuses in cash, shares, or share options. Share options or stock appreciation rights link the earnings of managers and directors to the company’s value growth. A restriction period (minimum of 3 years) is required before exercising such options, to ensure sustainability. Stock-based incentive schemes have a...