Purpose: This PhD research examines how two different institutional logics of corporate governance have shaped the discourse on executive remuneration. Corporate Logic implies executives are intrinsically motivated and will act in the best interests of shareholders as long as their total remuneration is competitive and fair. On the other hand, Investor Logic implies executives are extrinsically motivated (opportunistic) and will only act in the best interests of shareholders if short- and long-term incentive schemes are designed appropriately.

Approach: The research has an interpretive methodology and consists of three phases. First, the diffusion of both Logics is examined through a content analysis of a large sample of corporate governance codes of practice and corporate annual reports. Second, how both Logics are embedded in the remuneration principles and practices that are recommended by code issuers and adopted by companies is scrutinised using discourse analysis. Third, how both Logics have shaped the beliefs and decision-making of non-executive directors, executives, and others is studied using discourse analysis.

Findings: Both Logics are embedded in the discourse on executive remuneration, although there has been a strengthening of Investor Logic over time. Both Logics co-exist as distinct from compete in the discourse because it has become taken-for-granted that executives should be remunerated comparably to other executives (Corporate Logic) and in line with shareholder returns (Investor Logic). Directors and others manage tension between Corporate Logic and Investor Logic by prioritising (or ordering) the Logics.

Theoretical implications: The research shows how competitive and institutional pressures influence how remuneration decisions are made and reported. However, institutional change is complex because companies influence and are influenced by code issuers and others.

Practical implications: As both Logics are embedded in the beliefs of companies, code issuers and others, executive remuneration practices have become unnecessarily complex and convoluted. The case for a simpler approach to executive remuneration is advanced.