---
title: "Executive Compensation Structuring"
url: "https://legal.ge/en/service/corporate-and-commercial-law-en/executive-compensation-structuring-267-en"
field: "Corporate & Commercial Law"
description: "Executive compensation structuring for accountable enterprises in Georgia: income disclosure, conflict-of-interest control, approval rules. Legal.ge."
reviewed: "2026-06-27"
updated: "2026-10-24"
publisher: "legal.ge"
---

# Executive Compensation Structuring

> Source: legal.ge, https://legal.ge/en/service/corporate-and-commercial-law-en/executive-compensation-structuring-267-en

## Executive Compensation Structuring in Georgian Law

Structuring the compensation of a chief executive in Georgia is regulated most concretely in the context of the accountable enterprise. This corpus defines the transparency of incomes toward shareholders, the control of compensation decisions through the conflict-of-interest regime, and the duty standard against which bonus schemes are approved. The American practice of advisory votes on pay, deferred-compensation tax regimes and clawback mechanisms has no Georgian equivalent — these are non-Georgian constructs. The Georgian carrier is the regime of income transparency and conflict-of-interest control that binds accountable issuers.

The full text is available on legal.ge after signing in: https://legal.ge/en/service/corporate-and-commercial-law-en/executive-compensation-structuring-267-en

### Who may request income information?

A shareholder of the accountable enterprise — regarding salaries and other incomes of directors and board members, with a prohibition on disclosure to third parties.

### Which compensation decisions are interested transactions?

Transactions involving a governing-body member or a shareholder holding 20% or more of the total votes — with written declaration, a voting ban and an approval procedure.

### When is a transaction approved only by the general meeting?

When its value exceeds 50% of the value of the enterprise's assets; a transaction reaching 10% or more of the assets is examined by an auditor or certified accountant.

### Within which period can a violated transaction be challenged?

Within 18 months of its conclusion — a governing-body member, a 5%+ shareholder or a group of shareholders may apply to the court seeking invalidation, damages and return of the benefit.