The problem of corporate governance and the connected executive remuneration system gains a special significance in relation to state-owned enterprises. A proper configuration of this system enables effective enterprise management, however, mistakes in its construction may be a source of negative behavior patterns of managers and may lead to disturbances on financial markets or even to financial crisis. The reasons for disturbances on the financial markets include the following: the manner in which the top management was operating and the oversight of public enterprises and especially, taking too much risk by the top management. This system should put the interests of shareholders and stakeholders first, while in many cases it prefers results achieved without tying them to long-term effectiveness criteria (European Commission 2004). Therefore, there is a need of looking for more effective mechanisms of motivating the managers. In Poland, the first steps were also made in the direction of improving the supervision system and especially, of creating an effective remuneration system for managers. The purpose of the hereby article is to diagnose the executive remuneration system in the state-owned enterprises and to analyze the tools verifying the efficiency of management and being a basis for bonuses. The publication presents the genesis and models of corporate governance taking into account various criteria for division. In addition, the conditions of remuneration of managers in companies with Treasury shareholding and assessment of managerial bonus systems were presented. The authors also present a proposal for optimizing assessment effectiveness regarding management for the purpose of constructing an efficient, measurable motivational system. Such a system should be based on shareholders' value.
