With the help of stock options, the interests of enterprises and managers are closely tied together, which is not only conducive to the realization of managers' own value, but also conducive to ensuring the preservation and appreciation of state-owned assets. Its specific role is reflected in the following aspects: first, it can enhance the motivation of operators to run enterprises, so that operators love their jobs and work hard; The second is to let operators have proper channels to get rich and reduce and eliminate "gray income"; Third, the long-term realization of operators' rights and interests can alleviate the contradiction of excessive income gap between operators and ordinary employees in a certain period, which is conducive to social stability; Fourth, we can integrate the long-term interests of enterprises and operators, and fundamentally solve the short-term theory of operators' behavior.
Experts believe that whether it is "stock futures" or "options" or a specific equity pilot among enterprises, it is a new concept for domestic theoretical and business circles, and some current practices have different meanings and market conditions from western stock options. However, due to the different institutional background in China, while boldly absorbing the internationally accepted successful practices that conform to the market operation rules, we must explore a scheme suitable for China enterprises in combination with the national conditions.
First, why do you want to carry out equity incentives?
Since entering the era of knowledge economy, the core competitiveness of enterprises is increasingly reflected in the ownership level of human capital and the ability to develop the potential value of human capital. Theoretically speaking, the characteristics of human capital owners, such as "self-ownership", "self-control" and "immeasurable quality and quantity", make the traditional and simple labor contract unable to guarantee the knowledge workers to do their best to work consciously, and also unable to effectively supervise and restrain them in management means.
The way of equity incentive can just make up for the shortcomings of traditional management and incentive methods. In terms of management concept, the relationship between the company and employees has changed from simple employment and exchange to equal cooperation through employees' ownership of equity; In the way of encouragement and restraint, by establishing a sharing mechanism between owners and employees in terms of ownership, management rights, operating income, company value, professional achievements, etc., a community of interests among owners, companies and employees is formed. In terms of management effect, it has changed from external incentives to employees' own internal incentives, and from institutional environmental constraints to self-restraint and self-restraint. The result must be conducive to fully mobilizing the enthusiasm of knowledge workers and creating infinite space for the realization of the potential value of human capital.
Second, the equity incentive model
Equity incentive is widely used in western developed countries, among which the United States has the richest equity incentive tools and the most perfect institutional environment. The following briefly introduces several commonly used and mature equity incentive models.
1, stock option mode
Stock option model is the most classic and widely used equity incentive model in the world. With the consent of the shareholders' meeting, the company will keep the stock options of the issued and unlisted ordinary shares as part of the "package" salary, and conditionally grant or reward them to the company's senior management and technical backbone at the price of an option determined in advance. Holders of stock options can make choices such as exercising and cashing out within the prescribed time limit.
The design and implementation of stock option model requires that the company must be a public listed company, have a reasonable and legal stock source that can implement stock options, and have a capital market carrier whose stock price can basically reflect the intrinsic value of stocks, which is relatively standardized and orderly.
2. Stock option model
The stock option model is actually a stock option transformation model. According to this model, with the consent of the company's investors or the board of directors, the company's senior managers can buy 5%-20% of the company's shares in a group way, and the shareholding ratio of the chairman and manager should account for more than 65,438+00% of the group's shares. If an operator wants to hold shares, he must first contribute capital, which is generally not less than 6,543,800 yuan. The share of the operator's shares is determined by 654.38+ 0-4 times of his contribution. After the expiration of the three-year term, the agreed goal will be achieved, and it can be realized according to the net assets per share at the expiration two years later.
A major feature of the stock option model is the introduction of the "3+2" income model, the so-called "3+2", that is, after the expiration of the three-year period, if the business operators do not renew their employment, they must conduct an investigation on the long-term impact of their business methods on the enterprise for another two years, and only after passing the examination can they realize their income.
3. Futures stock incentive model
Stock futures incentive mode is a popular equity incentive mode for domestic listed companies at present. Its characteristic is to extract bonuses from the net profit or undistributed profit of the year, and convert the shares into rewards for senior managers.
4. Virtual stock option model
Virtual stock option is not a real stock option, it is a deferred payment of dividends and the conversion of dividends into common stocks. These shares enjoy the right to share dividends and share transfer, but they cannot be circulated within a certain period of time and can only be cashed in installments according to regulations. This model is an innovative design aimed at the obstacles of supply, and it is temporarily operated by internal settlement. The source of funds for virtual stock options is different from stock futures. It comes from the incentive funds accumulated by enterprises.
5. The annual salary is awarded in the form of equity.
In this model, 70% of the risk income is converted into stock options (the other 30% is paid in cash in the current year), and a state-owned company, on behalf of an enterprise as a legal person, buys the shares of the enterprise at the average market price of the shares of the enterprise one month after the publication of the annual report. At the same time, the legal representative of the enterprise signed a stock custody agreement with the state-owned company, and the state-owned company exercised the voting rights of this part of the stock. It needs to be returned to the business operators year by year after the performance appraisal of the second year, and the returned shares can be listed and circulated.
6. stock appreciation rights model.
By simulating stock options, the spread of net asset appreciation of the company's shares paid by the company at the end of this year and the beginning of this year is obtained. It is worth noting that stock appreciation rights is not a real stock, and it has no ownership, voting rights and allotment. This model directly uses the added value of net assets per share to motivate its executives, technical backbones and directors. It can be implemented as long as it is approved by the shareholders' meeting, and it is convenient and quick to operate.
Third, how does the company choose the right equity incentive tool according to its actual situation?
There are various means and methods of equity incentive, and new equity incentive methods are constantly innovating in specific company applications. Therefore, when applying, the company must choose an effective equity incentive method suitable for the company according to the different internal and external environmental conditions and incentive objects of the company and the mechanism of various equity incentive tools.
1. Understand the four basic functions of equity incentive.
Regardless of the number of tools and methods of equity incentive, there are four purposes and functions of implementing equity incentive:
The first is motivation. Let the motivated person own part of the company's shares (or equity), and take equity as a link to closely bind the motivated person with the company's interests, so that they can work hard actively and consciously to maximize the company's interests, release the potential value of their human capital and minimize the cost of supervision.
The second is the binding effect. Constraint function is mainly manifested in two aspects. First, because the motivated people and the company have formed a community of interests of "sharing weal and woe", if the operators do not work hard or for other reasons, resulting in losses of the company, such as losses, the operators will share the losses of the company; Second, through some restrictive conditions (such as restricted stocks), the motivated person cannot leave his job at will (or lightly)-if the motivated person leaves his job before the contract expires, he will lose a lot of vested economic benefits.
The third is to improve employee welfare. For those companies with good and stable benefits, the implementation of equity incentive enables most employees to participate in the company's profit sharing by owning the company's equity, which has a very obvious welfare effect, and this welfare effect also helps to strengthen the company's cohesiveness to employees and help to form a company culture based on "benefit sharing".
The fourth is to stabilize the role of employees. Because many equity incentive tools have a service period limit attached to the realization of the interests of the incentive object, you can't say "go or stay" lightly. Especially for "key employees" such as senior managers, technical backbones and sales backbones, the intensity of equity incentives is often relatively large, so the role of equity incentives in stabilizing "key employees" is also obvious.
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