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July 13, 2010

株主総会での説明義務

3月期決算の上場企業の有価証券報告書をみると,金融庁が個別開示を義務付けた報酬1億円以上の役員は280人超。企業数は約160社で3月期決算企業全体の約6%。高額報酬の上位には,外国人トップや在任期間の長い経営者が並んだ。投資家からは,役員報酬が企業規模や業績,配当に見合っているか判断する材料が増えたとして,個別開示が評価されている。
 報酬が業績に見合った水準かが分かる。透明化は株主の利益につながる。金融庁は多数の株主が投資する上場会社は公的存在であるから,業績と報酬の関係について具体的に情報開示すべきと説明した。ふたを開けると,多くの企業は金融危機後の業績低迷から回復途上にあり,予想を超す高額報酬の数に批判の声も上がった。
ゴーン社長が会長の仏ルノーの報酬が約1億3800万円,日産の報酬が8億9000万円。菅直人は,街頭演説で「(日産の復活は)リストラを進めた結果だ」と暗に批判。ゴーンは総会で,「(経営危機だった)99年に比べ,従業員数も販売台数も増えている」と反論した。09年3月期決算は最終赤字。ゴーン氏は「ルノーはフランス企業。グローバル経営の日産では優秀な人材を確保するには魅力ある条件が必要」と釈明した。
大日本印刷は,北島義俊社長の役員報酬が子会社分も含め7億8700万円。これまでに判明した日本人経営者の報酬では,双葉電子工業の創業者の一人で前会長の細矢最高顧問の5億1700万円を上回って最高額となった。
 ソニーのハワード・ストリンガー会長兼社長は,ストックオプション(自社株購入権)を含めた報酬が8億1400万円。同社も最終赤字。「海外の競合他社は現金報酬だけで11億~16億円」と高額批判がある。そこで次の点を検討したい。
 1.個別開示はいいことか
 2.赤字会社でも役員報酬の支給は当然か
 3.株主総会で役員報酬を減額できるか
役員報酬は会社から委任を受けて行う業務の対価である。委任だから業務の成否によって報酬の有無や額が決まる。業務を評価するのは株主である。だから株主総会にかけられる。(定款に報酬の記載があれば発言の機会はないが,定款にはまずないから,取締役会で原案を作る。)高額でなくても,株主総会が原則だが(法361条),個別の額の開示にはプライバシーを理由とする反論がある。取締役の報酬はひとやま(一山)幾らでは会社法の趣旨に反するから,金融庁が内閣府令で先鞭をつけたのではなかったか。だったら開示には胸を張ればいい。1億円以上が目を引くというなら,額に関係なく開示させても支障ない。高額かどうかは業績の評価によるから,いちがいにはいえないが,特別高い理由は株主総会で説明したほうがいい。株主あっての会社なのだから。
 赤字会社が報酬を払う理由は何だろう。報酬総額を決め,具体的な配分は取締役会の決議に委ねたとしても(最判昭60.3.26),赤字であれば株主配当はないから,報酬支給のわけを取締役会が説明すべきではないか。高額なら尚更である。(忠実義務,善管注意義務)
 株主総会で高すぎる役員報酬を減額決議できるか。昭和31年10月5日の最高判は,「社長が正当に1営業期間内自己の受けるべき報酬額を決定した後は,社長の同意がない限り,取締役会といえども,報酬額を変更することはできない。」としているから,株主総会もやはり変更できないだろう。どこで決定されているのか。取締役会である。社長の報酬決定に文句をつけられる取締役はいないだろうから,ゴーンさんお手盛りの感は残った。
 取締役の報酬の総額の最高限度を株主総会の決議によって減額することはできる。
もし,最高限度の減額の結果,各取締役の報酬の合計に満たないことになれば,どうなるのか。誰を幾ら減らすというのか,減らさないのか。
最高判の趣旨では,各取締役の既得権は守られる事になりそうだ。その代わり,次年度からは最高限度額の範囲内で改定することになろう。
 さて,臨時の賞与や対職給与以外は全部,役員報酬である。高額報酬は,国税不服審判との関係では,
 「職務内容及び役員報酬の支給状況,請求人の売上高及び収益の状況,会社の使用人に対する給料の支給状況,類似法人の役員報酬の支給状況等をみると,会長は,特に重要な職務には従事しておらず,その従事日数も1か月のうち2日から3日と職務の従事程度が低いにもかかわらず,その報酬額は,請求人の売上高及び収益並びに使用人給与に比し相当高い伸び率を示しており,さらに,類似法人の平均役員報酬額に比しても極めて高額であることから,類似法人の平均役員報酬額を超える金額は,法人税法第34条第1項に規定する〈不相当に高額な部分の金額〉に該当する。」とした例がある。
 株主総会はステークホルダーに対する説明の場である。
事前に送付された質問事項も含めて,可能な限り答えた方がいい。議長が質問を制限すると,かえって答えられないのではないかと憶測される。
さて,従来は,総会の議案が株主の過半数の支持を得て成立したことだけを開示すればよかったが,今回からは議案の賛否割合の開示が義務付けられた。
 例えば株主総会が社長の選任議案を賛成多数で可決したとしても,99%が賛成したのか,60%の支持しか得られなかったのか分からないのでは困る。賛否割合を開示することで,投資家から高い評価を受けられるような経営を促すのが制度の狙いだ。
 しかし,すべての議決権を数えることまで求めているのではない。今年3月施行の企業内容の開示に関する内閣府令は,「議決権の一部を加算しなかった場合には,その理由」を説明すればよいとしているからだ。
 総会前に大半の委任状が集まり,議案の成否が事実上決する。総会当日の集計に伴う事務負担を軽減するのがこの条文の趣旨だが,運用は柔軟でよい。
 賛成が51%になったところで集計をやめて開示し,「可決の条件を満たしたから集計を省略しました」と説明することもできるらしい(実例は知らない)。実際に公開された株主総会議事録(25社以上)を見ると,議案ごとの賛否の数が分かる方が,透明性を感じる。一度ご覧になってはいかがだろう。バンダイナムコHDは総会で,子会社のバンダイの法律顧問弁護士を社外監査役に選任するよう提案したが,米議決権行使助言会社が総会前に「経営監視のための独立性があるか疑問」と意見表明した。監査役と法律顧問の兼任は判例上認められているが,問題ではある。同HDの株主に占める外国人投資家約45%が反対に回った。総会で可決されたが,総会後の臨時報告書でこの賛否割合を公開し,「株主と利益相反が生じる可能性はない」との見解を示した。しかし,反対票の多さが明らかになったことで,投資家から説明を求められかねず,「投資家の考え方を反映した役員選びが必要になる可能性もある」(大和総研)という。

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