I don't know if you have changed your system, but now it is a joint-stock company or a limited company. Give an example of a limited liability company:

In order to establish a modern enterprise system, improve the corporate governance structure, realize the incentive and restraint to the senior executives and technical backbones of enterprises, make their interests more closely combined with the long-term employees of enterprises, make them take risks and enjoy benefits, fully mobilize their enthusiasm and creativity, explore effective ways to participate in the distribution of production factors, promote the long-term behavior of decision makers and operators, and realize the sustainable development of enterprises, and explore the establishment of equity incentive mechanism.

I. Overview of Equity Incentive

The so-called equity incentive refers to an incentive system that gives the managers and employees of the company equity to participate in decision-making, share profits and take risks as shareholders, so as to serve the company diligently and responsibly, mainly including stock options, employee stock ownership plans and management buyouts. On February 3, 2005, China Securities Regulatory Commission issued the Administrative Measures for Equity Incentive of Listed Companies (Trial), which defined equity incentive as "equity incentive refers to the long-term incentive given by listed companies to their directors, supervisors, senior managers and other employees with their own shares as the target".

The essence of equity incentive is to correctly handle the contradiction between monetary capital and human capital by recognizing the value of human capital and claiming the surplus value of human capital, and to form a mechanism and institutional arrangement for enjoying benefits. It is a strategic human resource measure for enterprises based on future sustainable growth and development. In practice, it must achieve two purposes: first, it must continue to motivate the senior management team to create higher performance for shareholders. The second is to encourage and retain the core professional and technical personnel needed by enterprises. The design of equity incentive scheme should always focus on these two basic purposes. This requires fully understanding the internal demand structure, incentive status and problems of the management team and core talents in the design and implementation of the plan, and fully communicating with shareholders and board members. The two sides reached an understanding on the object, standard, conditions and incentive level of equity incentive. The design of the scheme should not only reflect the company's core values and the value orientation of human resources strategy, but also reflect.

According to the Administrative Measures for Equity Incentive of Listed Companies (Trial), equity incentive of listed companies can be divided into stock transfer, stock option and restricted stock. In addition, there is another equity incentive method based on virtual stocks, which is called stock appreciation rights. However, the provisions of the Measures for the Administration of Equity Incentives of Listed Companies are applicable to listed companies. Although it has certain reference value for limited liability companies, the listed companies' share prices are transparent, the trading market is active, the limited liability companies are closed, their share prices are difficult to identify, and the transfer is limited, which makes it special for limited liability companies to implement equity incentives. It is impossible for a limited liability company to copy the regulations of listed companies to implement stock options or restricted stock plans. According to the characteristics of the limited liability company and the conditions of the enterprise, the equity incentive plan suitable for its own characteristics should be formulated.

Second,

Analysis of the present situation of our company

The registered capital of the Company is 52.2 million yuan, and the shareholders are Chen * *, * * Investment Co., Ltd. (the actual controller is still Chen * *) and Yunnan * * Co., Ltd., respectively contributing/kloc-0.70 million yuan, 33 million yuan and 2.2 million yuan, accounting for 32.57% and 632.22% of the registered capital. Judging from the above shareholding structure, the actual controller of the company, Chen * *, holds 95.79% of the shares in total. By the end of 2009, the company's total assets were 246,020,370.63 yuan, total liabilities were 70,855,640.81yuan, and owners' equity was 65,438+075, 164, 700 yuan.

Since its establishment, the company has experienced a relatively stable stage of frequent turnover of middle and high-level personnel. At this stage, with the continuous development and growth of the company, it gradually exposed the disadvantages of the company's dominance, the serious mentality of employees working, and the corporate governance remaining in the characteristics of typical private enterprises. How to motivate and retain the company's high-level and core business technical backbones who can closely combine their personal mission with the company's mission and realize their personal vision through realizing the company's vision? It is sometimes difficult to retain core talents through salary increase. Timely implementation of the company's equity incentive plan can not only motivate employees, but also improve the company's equity structure. At this stage, the time is ripe and the conditions are met.

Third,

Design of company equity incentive scheme

In the process of rapid development in recent years, the company has introduced a large number of excellent management and technical talents, and also established a set of salary and bonus income distribution system. In order to adapt to the company's strategic planning and development, build and consolidate the company's core team, it is necessary to redefine and confirm the company's property rights relationship. The purpose of implementing equity incentive in our company is not simply to distribute the company's current wealth, but to let the company's entrepreneurs and core personnel enjoy the company's growth income, enhance the inclusiveness of the company's equity structure, and make the company's core team better contribute to the company's development, which is more cohesive and efficient. Therefore, a multi-level long-term incentive scheme of real stock+post dividend+performance stock option is designed.

(1) The first level: cash contribution shareholding plan.

A lot of practice shows that if the boss pays the bill, it will only add an extra piece of income to the incentive object. Even if the real equity is obtained, there will be shareholder fatigue in the long run. The cash shareholding plan of this scheme is managed by senior managers, and the technical backbone voluntarily contributes cash. Because money is real, it is easier to form a * * * body with enterprises. Of course, letting executives and backbones pay the bill may be a big complaint. Therefore, in order to encourage the incentive object to pay for it, measures such as allotment to investors or price concessions can be taken.

1. Source of shares contributed in cash:

Including increasing capital and shares to the incentive object and transferring shares to the old shareholders.

(1), capital increase and share expansion as incentives. In this way, enterprises can increase their capital through capital increase and share expansion, but in our company, there are also legal obstacles that need the approval of Yunnan * * Co., Ltd., and it is necessary to solve the problems of frequent changes in equity and restrictions on the number of shareholders in limited liability companies. There is also the problem that the company's equity premium 1: 3.36, the actual contribution of the investor and the "shrinking" of the equity into the registered capital are emotionally unacceptable to the incentive object. Of course, there are solutions to these problems, which will be explained separately later.

(II) Gift distribution of the actual controller

According to the actual situation of our company, due to the above-mentioned equity premium problem, in order to arouse the enthusiasm of the incentive object for cash investment, the actual controller should give the cash investor a certain share distribution, which can be distributed to the cash investor according to the job level, working years and contribution, according to the distribution ratio of 100% to 5%. For example, Liu Chuanzhi, Ren, Ma Yun, Niu Gensheng and other well-known domestic entrepreneurs all have the concept of "distributing wealth and gathering talents". Among them, Ren Zheng Fei of Huawei actively diluted his shares to a few tenths by means of transfer or distribution. It's hard to do it without courage. Of course, these entrepreneurs are charming, confident, domineering, powerful and autocratic, so they are not afraid of losing control after giving up their shares. If they don't,

(3) Share transfer of actual controller

If the company does not want to increase capital and share, it is called the actual controller to transfer the equity. In the process of transfer, a certain preferential ratio is given according to the position level, working years and contribution of the investor. Complete the purchase and distribution process through the allocation process.

2. Sources of funds contributed by the incentive object:

The sources of investment in incentive objects are mainly obtained in the following ways:

(1) is completely solved by self-raised cash of the incentive object;

(2) Extract a certain percentage from the annual salary paid to the incentive object to subscribe for shares.

(3) Set aside a part of the company's public welfare fund as special funds, lend it to the incentive object to subscribe for shares without interest, and then deduct it from the salary of the incentive object on a regular basis.

The first way is to encourage the target country to buy with self-raised funds, while the latter two ways are actually the form of deferred bonus payment. If the method of 1 is completely adopted, the incentive object will not be able to subscribe for shares if its own funds are insufficient, and the consequence may be that the incentive object will give up shares because it has no funds to subscribe for shares. The incentive effect is greatly reduced. In order to ensure that the incentive object has enough funds to subscribe for shares, we can consider the combination of several ways, stipulate the upper limit of subscribing shares in the form of delaying the payment of bonuses, and the rest must be subscribed with our own funds.

3. Excitation range and intensity

Theoretically speaking, the incentive object of the current residual capital contribution shareholding plan is applicable to all employees, and the only difference lies in the different share distribution or preferential ratio. The purpose is to reflect the fairness and justice of the equity incentive plan, so that every employee who is willing to participate in the equity incentive plan can participate extensively. It embodies the company's inclusiveness and corporate culture. However, in practice, in order to ensure the controlling position of the actual controller and the cost of equity management, the number of people participating in the shareholding plan should not be too large, and it is more appropriate to control it to no more than 20 people.

4. Right to contribute capital

Cash investors should have all the rights of shareholders, but too many shareholders will increase the cost of shareholders' meeting and reduce the efficiency of decision-making. Minority shareholders should implement equity agency or entrustment system and determine five to ten core shareholders. Other members who pay cash shares must entrust these people to exercise their legitimate shareholder rights.

5. Change of shares

When the incentive object resigns or changes his job, the subscribed shares can be retained, inherited and transferred. However, if the distributed shares do not meet the exercise conditions, they shall be unconditionally recovered by the actual controller.

To sum up, the cash contribution shareholding scheme is more suitable for the current actual situation of the company, which is the core of the whole scheme. But there are two main disadvantages: first, the resistance of the incentive object is large. Because most people used to work in state-owned enterprises, the most common solution for state-owned enterprises is to hold shares in cash. Because of poor efficiency, there is often no dividend, which in essence becomes a means for enterprises to raise funds in disguise and empty employees' wallets. Therefore, it is necessary to let the incentive object really see the benefits of cash holding. Second, the incentive cost is high, because the company pays dividends every year after realizing profits, which may put great pressure on the company's cash payment, and the actual controller has a heavy tax burden on dividends;

(II) Level II: Dividend-paid shares.

Post dividend share is to grant a certain number of shares to employees in a specific position, so that managers can enjoy the dividend right of shares during their tenure in this position.

The characteristic of postal unit is that it does not need to be purchased. What a person has in a specific position will be automatically lost when he leaves his job and enjoyed by his successor.

The equity source of this scheme is entirely provided by the actual controller. In essence, the major shareholder transfers the dividend right to the executives who achieve the performance target. Because in the first-level cash shareholding plan, the actual controller has been freely distributed according to his position, job level and contribution, this scheme is suitable for the incentive objects who do not participate in the cash shareholding plan. In the actual setting of post shares, we should consider the matching with the distribution amount and the supplement with the annual salary system.

(3) The third level: operating performance stocks.

Operating performance stock refers to setting reasonable performance targets for senior executives at the beginning of the year. If the incentive object reaches the predetermined target at the end of the year and has served in the company for a certain number of years, the company will grant it a certain number of shares or withdraw a certain incentive fund to buy shares of the company.

The advantage of this scheme is that it can motivate the company's top managers to achieve performance goals and has a strong binding effect. The prerequisite for the incentive object to get this reward is to achieve certain performance goals and continue to serve the company, and the income will be gradually realized in the future. The implementation of this scheme mainly involves the following issues:

1, source of operating results: ① Withdraw capital from realized net profit; (2) Repurchase the shares of the company from the extracted reward fund to the actual controller.

2. Excitation range and intensity

The incentive scope of operating performance stocks is usually senior managers with performance goals. Usually, the company assigns senior managers to the annual salary system, but the annual salary system must be linked to some business objectives. As a supplementary distribution method of annual salary system, it can delay the company's insufficient cash distribution, and gradually increase the shareholding ratio of senior managers and stabilize the senior management team through this scheme.

3. Set performance goals

Performance goal is an important condition to constrain the incentive object. The company should establish a performance appraisal system and assessment methods. Companies can choose absolute indicators such as total output, total sales revenue and total profit as performance targets, or relative profitability indicators such as return on net assets and return on total assets as performance targets, or combine absolute profitability indicators with relative profitability indicators as performance targets. If the performance target is exceeded, in addition to the basic annual salary, the excess part can be stipulated in the performance appraisal method to reward the performance shares.

4. Rights of the Business Performance Unit

The operating performance shares obtained by the incentive object enjoy the right to share dividends. In order to avoid the short-term behavior of senior executives, it is necessary to stipulate the ownership retention period. After the expiration of the period, if the conditions for granting are met, the company will issue the equity registration certificate according to the shareholding situation.

In short, the purpose of operating performance stocks is to motivate senior executives to achieve business goals. The more operating performance stocks are cashed, the higher the shareholder returns. This scheme is more suitable for the actual situation of the company at present, but it also has two main shortcomings: first, it is difficult to ensure the scientific determination of the company's performance objectives, and the company's senior managers may resort to fraud in order to obtain operating performance shares: the company is required to have a perfect audit supervision system; Second, because the reward is equity, the motivated person can pay dividends every year after the company realizes profit, which makes the incentive cost of this scheme higher than the annual salary distribution method.

Three, in the implementation of equity incentive plan should pay attention to several issues.

(A) on the scope and number of incentives

As mentioned above, the key targets of equity incentive are company executives and core professional and technical personnel. However, judging from the actual situation of our company, first, it has not been established for a long time, and some senior executives and core professional and technical personnel have entered the company for a short time. Secondly, some senior executives and core professional and technical personnel are too old, and the effect of implementing equity incentive is not obvious. In addition, after the implementation, the equity cannot be dispersed. Therefore, in my opinion, the focus of our company's equity incentive plan should be defined as people who meet the following conditions at the same time:

1. Being a middle and senior manager (including directors, supervisors, general manager, deputy general manager, financial controller and middle-level cadres) in the company;

2. Non-middle-level core backbones and technicians determined by the board of directors;

3. Having worked in our company for more than five years when the plan is implemented;

4. When the plan is implemented, the age limit is 45 for men and 40 for women;

5. The total number of participants in equity incentives shall not exceed 20.

(B) the problem of management institutions

After the implementation of the company's equity incentive plan, a lot of equity management work involves a lot of daily work such as human resources, salary distribution, performance goal setting and assessment. It is suggested to set up a special equity management institution to carry out the daily work of equity management.

(3) Specific implementation details

1. In order to increase the constraints on the equity incentive object, the actual controller and the incentive object signed a company equity option agreement, stipulating that the shares distributed only enjoy the dividend right, and the exercise procedures can be formally completed after serving for a certain number of years or completing a certain work performance, and the actual controller still retains the ownership before exercising the rights:

2. Issue equity registration certificates to investors or equity owners, encourage the establishment of an internal equity trading market, and provide convenience for the equity transferor to handle the change registration.

Four. general survey

The scheme strives to realize employees' active participation in enterprise management and share the growth value of the company through multi-level equity incentive scheme design. Another strength is to show the recognition of the company's contribution to specific posts through the setting of post shares: to reflect the company's strategic planning and business objectives through the design of operating performance shares, so as to build a long-term and stable core team. Although only a few core personnel in the company have development potential at present, this combination model is an open, dynamic, democratic and future design.

This plan is only a rough framework of equity incentive plan, and only represents personal views. Please review and revise before formulating specific implementation rules.