2012年中國國內生產總值，高居全球第二，世界商品貿易進出口排名也位居第二和第一，顯示中國崛起對全球經濟扮演著舉足輕重的角色。審計及薪酬委員會為董事會的兩大公司治理功能委員會，當有成員同時兼任審計與薪酬委員會成員時，審計委員會成員需要負責董事與監察人自身利害關係之事項，同時確保履行兼任薪酬委員會成員時的職權原則，而同時兼任薪酬委員會委員，也會因為熟悉了審計委員會訂定或修正公司內部控制制度，而制定出一套難以為了追求激勵性薪酬而誘使引發弊端的薪酬制度。
本研究以中國深圳上市公司作為研究對象，樣本期間為2010至2012年，利用敘述性統計、相關分析與多元迴歸分析等統計方法來驗證各項變數間之關係。
本研究實證結果顯示董事會規模大小與委員會成員重疊數量呈負相關；委員會規模大小與委員會成員重疊數量呈正相關；獨立董事成員占全部董事會成員百分比與成員重疊數量呈負相關；審計和薪酬委員會成員重疊數量對高階經理人總薪酬呈負相關。
By nominal GDP in 2012, China is the second largest economy in the world. Meanwhile, China is also the largest exporter and second-largest importer in merchan-dise trade. It shows that China plays an important role in global economy because of its rise. Audit and remuneration committee are the main corporate governance committee of the board of directors. When the members of audit and remuneration committee overlaps, audit committee members need to be responsible for the matters related to the directors and supervisors’ own interests. At the same time, they will also ensure to fulfil their duty while serving on the remuneration committee simultaneously. Furthermore, because the remuneration committee members who serve on the audit committee con-currently are familiar with the system of internal controls set up and modified by the audit committee, they can establish a salary system which is hard to trigger a malpractice as somebody is tempted to pursue the incentive compensation.
The samples of this study are from A-shares of listed companies in the Shenzhen Stock Exchange. Statistic approaches of descriptive statistics, correlation analysis and regression analysis were applied to carry out the empirical analysis based on the data between 2010 and 2012.
The empirical results indicate that the size of the board of the directors is negative associated with the number of overlapping committee members. Proportion of inde-pendent directors is negative associated with the number of overlapping committee members. Company with larger audit and remuneration committee are positively asso-ciated with the number of overlapping committee members. The number of overlapping committee members are negative associated with the CEO total compensation.
