Abstract Employee Stock Bonus (ESB) is a unique bonus model to link employee salary package with company performance under the current regulation in Taiwan. Comparing with Employee Stock Option (ESOP) in USA, ESB is different in accounting process, company¡¦s actual cost and the model of employee gain in spite of the principle of linking employee salary package to corporate performance is the same. Moreover, the incentive effectiveness and the impact on shareholders¡¦ value between ESB and ESOP need to be clarified. The objectives of this research are to discuss the pros and cons of ESB program as well as to analyze the implementation history and decision characterization of ESB in Taiwan. In the first part of this study, we compare the difference between ESB and ESOP in terms of their fundamentals, implementation and incentive effectiveness, as well as analyze the impact on shareholders¡¦ value by various accounting principles and valuation models approaches.¡@In the second part, we do a history study on ESB implementation history of Taiwan hi-tech industries. We point out some improper ESB decisions that hurt shareholder¡¦s value. We also propose some indexes to measure effectiveness, efficiency of ESB and degree of impact on shareholder¡¦s value. In the third part, we apply regression methodology and cross-sectional analysis to characterize the ESB decision using the samples from Taiwan listed hi-tech companies between 1998 to 2001. We conclude the following contributions in this research: 1. The fundamental of ESB is to provide employee bonus by diluting shareholder¡¦s value. During bull market or stock price appreciates after stock splits, ESB perfectly incorporates employee bonus with shareholders¡¦ value. On the other hand, ESB becomes an extra overhead for shareholders during bear market or stock price depreciates after stock splits. 2. What employees gain from ESB is paid by equity market instead of being paid by the company, no matter whichever accounting principle is adopted. Recognizing ESB as company expense will present income statement in more a proper way but will not impact book value of equity. 3. To recognize ESB as company expense will reduce ¡§intrinsic value of equity¡¨ evaluated by EBO model as EBO model is based on accounting profit. As DFC model is based on free cash flow, ¡§intrinsic value of equity¡¨ evaluated by DFC model will not change even if different accounting principles are adopted. However, ¡§intrinsic value of equity per share¡¨ will be slightly affected by the dilution of share number. 4. In the research samples, mean of ¡§the market value of ESB over average appreciation value of company¡¨ is 13%¡Astandard deviation is 53%¡Amedian is 8%, which implies the welfare effectiveness created by ESB to shareholders varies with individual company. 5. The result of empirical study supports that the main measurement index for managers to decide the share number of ESB program is ¡§total market value of ESB¡¨ instead of ¡§profit share rate¡¨ or ¡§dilution rate¡¨, regardless companies which adopted ¡§fix profit share rate for ESB¡¨ policy. 6. According to the result of empirical study, ¡§the market value of ESB ¡¨ is significantly positive- correlated to growth opportunity, merit raises rate, net profit growth rate, and significantly negative ¡V correlated to company size and financial leverage. ¡§The market value of ESB per employee¡¨ is significantly positive-correlated to company size, growth opportunity, merit raises rate, net profit growth rate, and significantly negative ¡V correlated to financial leverage. The result is consistent with hypotheses that are based on Agency Theory, Information Asymmetry Theory and Scale of Economic. The result of empirical study is not able to support the hypotheses that managers will offer employee more value of ESB according to the appreciation of company value.

Abstract The accounting method about employee stock bonus has become popular issue recently. The most disputable problem is: whether employee stock bonus debts expense? Does the employee stock bonus expense measure by face value or market value? If employee stock bonus debts expense, technologic firms have negative affect on net income, even makes them unprofitable. Technologic firms worry about their stock price decreased by recording employee stock bonus expense, so they disagree with this accounting method. To understand investors¡¦ reaction about recording employee stock bonus expense, I link the valuation on cooperate equity with accounting method of employee stock bonus by using Ohlson (1995) valuation model. The period of data is during 2001. I investigate the market¡¦s perception of the economic effect of employee stock bonus on firm value for a sample of 61 profitable technologic companies by using ¡§Retained Earning Method¡¨, ¡§Face Value Method¡¨ and ¡§Market Value Method¡¨ and observe investors how to value ¡§Employee Stock Bonus Expense¡¨. My results suggest that if technologic firms debt employee stock bonus expense by using ¡§Market Value Method¡¨, market has the highest valuation on firms¡¦ value. In addition, the market appears to value these firms¡¦ ¡§Employee Stock Bonus Expense¡¨ not as an expense but as an intangible asset. Key Words: Employee Stock Bonus, equity valuation, Ohlson Model

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From 2008, employee stock bonus must debt expense according to national law and policy. How to get balance between employees and shareholders without eroding benefits becomes the most difficult challenge to many enterprises. The employee stock bonus has been implemented in Taiwan for a long time. This system does play a significant role in high-tech industry and make a great contribution to Taiwan¡¦s economics. However, since a series of business scandals starting with Enron case in 2001, this unique system has been broadly discussed and caused serious debates. One of the most controversial arguments claims that employee stock bonus will weaken the stock price and hurt equity. The study is based on pooled time-series data during 1998-2007 from the IC industry corporations trading on the Taiwan Stock Exchange Corporation and Over-The-Counter market. The purpose is to examine the impact of employee stock bonus on Taiwan stock market by analyzing the variation in Cumulative Average Abnormal Revenue (CAR). The empirical results are summarized as follows: 1.With the factor of employee stock bonus, the ex-dividend effects still existed in IC industry of Taiwan stock market. The negative CAR was particular in evidence on the three days prior to the ex-date. There were no obvious trends of ex-dividend effects during this decade. Both employee stock bonus and dividends were declined year by year which represented that corporation had adjusted their policy with a downward tendency. 2.Before the ex-date, the group of moderate employee stock bonus was beneficial to the CAR and created better performance of stock price with the least dilution effect. On the contrary, the group of low employee stock bonus came out the worst performance. After the ex-date, the group of high employee stock bonus exhibited the best ex-dividend effects and sustained the performance longer. But the group of low employee stock bonus still performed poorly with the most negative CAR. Base on above findings, employee stock bonus not really hurt the stock price but benefit equity if corporations use this system adequately. High employee stock bonuses maybe deliver a positive signal which implicates a bright future.

自2001年以來，美國爆發安隆、世界通訊等一連串的弊案後，國際性投資機構法人不斷對財務會計報表是否能真實、允當的表達一家公司經營的面貌產生未有的質疑，其中包括國內實施多年的員工分紅配股制度，在此期間，國內主管機關、產業界及學術界針對此制度所衍伸的問題有相當多的討論與交換意見。 本研究觀察2004~2006年國內員工分紅配股現況；探討員工分紅配股屬盈餘分配情況下，在目前會計處理所衍伸的公司治理及會計原則適用問題；並參考馬秀如教授於會計研究月刊所舉的例子，加以延伸，加入更多參數及假設條件，探討員工分紅配股依面額或依市價計算、股價高或股價低、盈餘是否全數轉增資、除權後是否填權情況下，對股東權益產生何種不同程度的影響；再針對目前產業界，針對員工分紅費用化後，員工產生的實質所得減少，所回應的因應配套措施，探討其各項配套措施對員工權益、股東權益甚至產業界長久以往的影響。 經本研究觀察及探討，有以下發現，提供主管機關、投資人、企業及員工做為參考： 一、2006年員工分紅配股稀釋股東權益仍極嚴重，且2004年至2006年員工分紅配股稀釋股東權益情況並無往改善方向進行。 二、現行員工紅利屬盈餘分配的會計處理，無法真實反應公司盈餘、有違公司治理精神且無法與國際會計準則接軌。 三、在相關的簡化假設條件下，員工分紅配股對股東權益造成下列之影響： 1. 高股價、員工分紅配股依面額計算、盈餘全數轉增資情況下，填權與否不影響期末股權稀釋比率。 2. 低股價、員工分紅配股依面額計算、盈餘全數轉增資情況下，填權與否仍不影響期末股權稀釋比率。 3.員工分紅配股依面額計算、盈餘不全數轉增資情況下，不論股價高低、填權與否，均可使期末股權稀釋比率大幅降低。 4. 高股價、員工分紅配股依市價計算、盈餘全數轉增資、填權情況下，期末股權稀釋比率大幅降低。 5. 低股價、員工分紅配股依市價計算、盈餘全數轉增資、填權情況下，期末股權稀釋比率較高股價高。 四、現行員工紅利屬盈餘分配的會計處理下，大多數的公司選擇員工分紅配股的員工激勵制度。 五、員工分紅費用化後，使股東權益稀釋程度鎖住一固定比率、盈餘真實性提高、公司間可在同一基礎上相互比較、財務透明度提高並與國際接軌。 六、員工分紅費用化後，企業因應的員工激勵制度配套措施將呈現多樣化。 七、員工分紅費用化，對員工實質所得有相當大的影響；對股東為鎖住一固定比率的稀釋程度；對公司而言，可用的員工激勵措施資源減少；對產業，將形成好公司更好，壞公司更壞的循環。 / Following the outbreak of a series of scandals, such as Enron and WorldCom, in the U.S. as from 2001, international institutional investors have been suspicious about whether financial statements can truly and adequately represent a company’s operating status, including the employee stock bonus system that had been carried out domestically for many years. As a matter or fact, while applying the system, local competent authorities, industries and academic circles have had a lot of concerns about the resulting problems, which triggers plenty of discussions and opinion exchanges. By observing the domestic employee stock bonus distribution for 2004 through 2006, this study aimed to investigate the issues of corporate governance and accounting principle applicability derived from current accounting process under the circumstance where employee stock bonuses fall in retained earnings. Also, by referring to examples given by Professor Sheree S. Ma in Accounting Research Monthly, the study added more parameters and hypothetic assumptions to explore the degree of the influence of employee stock bonus calculation (according to the face value or market price), the stock price (high or low), earnings recapitalization and price recovery status subsequent to the ex-right date on shareholders’ equity, followed by investigating the influence of the countermeasures taken in the industry to cope with the reduction of employee’s real income caused by treating employee stock bonuses as expenses on shareholders’ equity, employees’ real income, and even the industry for a long run. The following findings of the study hope to serve as a reference for competent authorities, investors, enterprises and employees: 1. Given that the dilution status of shareholders’ equity from 2004 to 2006 had not improved, the distribution of employee stock bonuses in 2006 was still severely diluting shareholders’ equity. 2. The current accounting process of combing employee stock bonuses in retained earnings cannot truly reflect a company’s earnings, which is not only against the spirit of corporate governance, but has also deviated from international accounting standards. 3. Under simplified hypothetical assumptions, the employee stock bonus distribution has generated the following influences on shareholders’ equity: (1). Under circumstance where the stock price is high, employee stock bonuses are calculated according to the face value, and earnings are all recapitalized as increased capital, the status of price recovery subsequent to the ex-right date will not dilute the final equity ratio. (2.) Under circumstance where the stock price is low, employee stock bonuses are calculated according to the face value, and earnings are all recapitalized as increased capital, the status of price recovery subsequent to the ex-right date will not dilute the final equity ratio. (3). Under circumstance where employee stock bonuses are calculated according to the face value, and earnings are not all recapitalized as increased capital, final equity dilution ratio will be substantially reduced no matter how high or low of the stock price, or if the stock price can be recovered subsequent to the ex-right date. (4). Under circumstance where the stock price is high, employee bonuses are calculated according to the face value, earnings are partially recapitalized as increased capital, and the stock price is recovered subsequent to the ex-right date, final equity dilution ratio will be substantially reduced. (5). Under circumstance where the stock price is low, employee bonuses are calculated according to the face value, earnings are all recapitalized as increased capital, and the stock price is recovered subsequent to the ex-right date, final equity dilution ratio will be higher than that with high stock price. 4. Before 2008, the existing employee stock bonuses are processed as retained earnings distribution in accounting, a majority of companies choose employee stock ownership as an incentive to motivate their employees. 5. After employee stock bonuses are being treated as expenses, the dilution degree of shareholders’ equity is locked at a fixed ratio. As a result, the veracity of company earnings is higher, so different companies may compare with each other on a same basis, financial transparency can be strengthened, and in the end, these companies operating performance can link up with the world. 6. With employee stock bonuses being treated as expenses, the countermeasures taken by enterprises to motivate their employees show versatility. 7. By treating employee stock bonuses as expenses, employee’s real income will be considerably affected, the dilution degree of shareholders’ equity will be locked at a fixed rate, company’s available resources for motivating its employees will be reduced, and the whole industry will fall prey to the cycle that good companies get better while bad companies get worse.

員工分紅配股制度在我國已行之有年，然而我國目前的會計處理係將其按面額列為盈餘之分配，引發財務報表可能無法有效反映公司經營成本之議。而財政部於八十九年六月提出員工分紅配股按實價課稅的構想，亦引起各界廣泛的討論。另一方面，證券交易法於八十九年六月修訂後，引進了員工認股選擇權制度，其相關的會計與租稅問題亦是一項值得探討的議題。因此本研究即針對「員工分紅配股」與「員工認股選擇權」之會計及課稅問題加以探討，期能提出意見供有關單位參考。經由文獻探討、模擬試算及問卷調查的結果，本研究之主要結論如下： 1.員工分紅配股之會計處理，應按股票市價列為薪資費用，而市價則以股東會決議日市價（除權後）來衡量。根據本研究模擬試算的結果顯示，如果將員工分紅配股按市價列為薪資費用，會對九成左右的樣本公司損益產生重大的影響（以稅前淨利的5﹪為基準）。問卷調查的結果顯示，會計師與學者較贊成按市價列為薪資費用，而上市上櫃公司則較贊成按面額列為盈餘分配。關於員工分紅配股之市價衡量方式，在贊成按市價衡量的受訪者中，以贊成按股票發放日收盤價來計算之比例為最高。本研究建議，在過渡階段，宜先要求公司在財務報表附註中揭露，若員工股票紅利按市價認列為薪資費用之擬制性淨利及擬制性每股盈餘。 2.員工認股選擇權之會計處理，初期宜參考美國SFAS No.123之規定，鼓勵企業採用公平價值法衡量酬勞成本，但亦允許企業採用隱含價值法計算；惟若企業採用隱含價值法，則須揭露採用公平價值法下之擬制性淨利及擬制性每股盈餘。問卷調查的結果顯示，有八成的受訪者贊同上述的處理方式。此外，受訪者亦相當贊成對員工認股選擇權的評價模式及參數估計方法加以限制，以及贊成公司應在財務報表上對員工認股選擇權作詳細的資訊揭露，以便財務報表使用者能自行估計相關之酬勞成本。 3.員工分紅配股之實價課稅議題，應以恢復課徵證券交易所得稅為根本解決之道。而實價的認定，原則上應採股票發放日收盤價。惟考量我國目前證券交易所得稅停徵的情況，以及股票市價具波動性，本研究建議按股票發放日收盤價的一定比率（如70﹪~90﹪）計算員工薪資所得，或以「股東會決議日收盤價（除權後）」、「除權日收盤價」及「股票發放日收盤價」三日市價較低者列計。問卷調查結果顯示，會計師及學者較贊成員工分紅配股按實價課稅，而上市上櫃公司則較贊成按面額課稅。關於市價的計算方式，贊成實價課稅的受訪者較贊成按「股票發放日市價」與「除權日市價」來計算。另外，大部分的受訪者贊成公司得將員工股票紅利列報為薪資費用。 4.員工認股選擇權之租稅課徵，應以員工行使日股票市價超過認購價格的部分，計入員工的薪資所得課稅；此外，公司亦得將員工因認股權而申報薪資所得的金額，在申報營利事業所得稅時列報為薪資費用。問卷調查的結果顯示，受訪者較贊成按行使日的差價課稅，而其中以會計師的贊成比例為最高。另外，會計師及學者亦較贊成公司得相對列報為薪資費用。