请帮忙解释一下A选项

问题如下：

A company’s compensation committee seeking to discourage excessive risk-taking by managers is most likely to design an incentive compensation plan that:

选项：

A.

allows directors and managers to have greater discretion over their remuneration.

B.

includes a variable component comprising stock options contingent on near-term stock performance

C.

grants shares, rather than options, that vest over several years and are subject to minimum holding requirements.

解释：

C is correct. Granting shares, rather than options, that vest over several years and must be held discourages “short-termism” or excessive risk-taking by managers.

A is incorrect. By allowing shareholders to express their views on remuneration matters, companies can limit the discretion of directors and managers in granting themselves excessive (or inadequate) remuneration, thus not allowing managers to have greater discretion over their own pay.

B is incorrect, because a variable component comprising stock options contingent on near-term stock performance may encourage excessive risk-taking by managers. Stock-based remuneration does not serve its purpose if managers can improve their personal gains at the expense of the company while limiting their exposure to weak stock performance.