Remunerarea membrilor organelor de administrare ai societăţii comerciale
Remuneration of the Members of the Management Bodies of the Commercial Company

Summary/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 motivational role and serve to align the interests of managers and directors with those of shareholders, but they also involve risks and may encourage reckless decisions. There must be a balance between the fixed and variable components of the compensation. The performance indicators based on which variable compensation is determined may include financial (profit), market (share price, market capitalization), or individual indicators. compensation must not conceal disguised dividends, especially when managers and directors are also shareholders. Unjustified excess in favor of a member of the management body (e.g., a general director who is also a majority shareholder) may cause imbalance and the departure of other members. In case of abuse, unjustified compensation may be subject to restitution (repetition), including in the event of insolvency.

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