Ledelsesaflønning i danske børsnoterede aktieselskaber: Med fokus på relationen mellem aktionærerne og ledelsen

Abstrakt

The thesis takes its starting point in the Danish Companies Act and the Financial Business Act. It investigates, in which way, article 9a and 9b of directive 2017/828/EU of the European Parliament affects the distribution of the decision-making authority between the shareholders and the management. It is found, that there is a shift in the decision-making authority from the board of directors to the shareholders, as a result of an increasing shareholder engagement by the directive’s requirement of the shareholders vote on remuneration. When ownership is separated from management the main issue is the resulting principal-agent problem between the shareholders (principals) and the management (agents), which leads to information asymmetries and makes room for the management to act in their own self-interest, rather than in the interest of the shareholders. This issue can lead to suboptimal performance of companies. The economic principal-agent theory is applied in order to identify specific strategies for the shareholders to remedy the presence of information asymmetries after entering a PArelation. It is found, that the remuneration of the management plays a key role in aligning the interests of the management and shareholders. The thesis combines the results of the legal analysis with those of the economic analysis in order to determine whether the future regulation in Denmark, in relation to remuneration of the management in listed companies, handles the possible issues that may occur, when ownership is separated from management. It is found, that the future regulation will minimize the information asymmetry, but that it is not possible to align the interests completely.