Executives' compensation contract is an important component of the modern corporate governance and a governance mechanism reducing the proxy cost by the owners. We select the data of 492 family and 521 state-owned listed companies in 2009-2010, the result shows that the compensation of managers from family firms is higher than state-owned firms' , and the pay performance sensitivity of family executives is less than state-owned firms' . As a protective mechanism for external monitoring of minority shareholders' interest, compared with the state-owned firms' independent directors, the family firms' independent directors' role on the (family) executives' compensation is more limited; This conclusion suggests that if the independent directors play a constructive role, an appropriate governance environment is needed.%高管薪酬契约是现代公司治理结构中的重要组成部分,是所有者用于减轻代理成本的一种手段.通过选取2009-2010年家族类上市公司492家和国有上市公司521家,实证结论表明:家族类上市公司与国有上市公司相比,家族高管薪酬比国有企业高管薪酬水平平均要高,并且薪酬业绩敏感性低;独立董事作为保护外部中小股东利益的监督机制,与国有企业相比,家族企业的独立董事对高管(家族高管)薪酬治理作用更为有限;这一结论表明,独立董事监督作用的发挥还需一个合适的治理环境.
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