The problem of corporate governance and executive remuneration system connected 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. Among the reasons for disturbances on the financial markets the following, among other things, are mentioned: the way in which the top management was operating and the oversight of public enterprises and especially, taking too much risk by the top management. The factor that has a particular influence on the actions of governing bodies is the system of managers’ remuneration. Its incorrect form can be a source of negative schemes of behaviors of 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. Therefore, there is a need of looking for more effective mechanisms of motivating the managers. Also in Poland the first steps were 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 efficiency of management and being a basis for bonuses. The authors also present a proposal of optimization of effectiveness assessment concerning management for the purpose of constructing an efficient, measurable motivational system. Such system should be based on shareholders' value.