Corporate governance e remunerazione del consiglio di amministrazione

This thesis is to offer an analysis of the corporate governance and management remuneration of board of directors for agency problems.It applies conceptual framework deal with corporate governance structure，to explain theoretically present situation of WT group's governance structure，the functions and characteristics of the board of directors, the internal agent market, and the endogenous problems of the board of directors.I use the case study methodology for the research and the case study that I am using in the thesis is WT.Besides，It applies conceptual framework deal with the management structure of the board of directors, to explain the main functions of the professional committees in the board of directors by evaluating the company's strategic planning，formulation and implementation.Finally，It analyzes the incentive function of management remuneration, discusses the design of incentive payment structure and the evaluation of management performance. It specially evaluates the remuneration plan of stock base and its incentive effect, and examines the managerial incentive function of manager's stock ownership and stock option respectively.The results show that from the perspective of corporate governance, the board of directors is the core of corporate governance. In order to solve decision-making problems and agency conflicts, the existence and composition of the committee is an important indicator of the independence of the board of directors. Because the committees are not only involved in the decision-making process but also perform their respective functions. By establishing the performance evaluation system of the board of directors, the corporate governance structure can be improved.In a word, the internal governance mechanism of a company is an important way to solve problems.