由于管理层权力在公司内部管理层级中的不断扩张,高管薪酬成为了最突出的并且是没有受到良好制约的自我交易类型之一,从而导致公司治理的基本法律策略在薪酬领域的失灵。本文通过对董事会内部结构和运行的分析,找到更多用于制约问题薪酬的弹性条款,这能够加强薪酬决策的独立性,发挥薪酬委员会“刹车闸”的作用,并使董事问责机制和“声誉机制”更加有效。 Due to the continuous expansion of management power in the internal management level of the company, executive compensation has become the most prominent and one of the types of self-dealing which is not well regulated, which leads to the failure of the basic legal strategy of corporate governance in the field of compensation. Based on the analysis of the internal structure and operation of the board of directors, this article finds more flexible provisions for restraining the issue of remuneration, which can strengthen the independence of remuneration decision-making, play the role of “remuneration committee” and make the accountability mechanism of directors And “reputation mechanism ” more effective.