Introduction. Top-managers – senior management, including its CEO, the Deputy Directors and the directions of work. On the topmanagers of the company, which are a key element of corporate governance rests with the achievement of the goals, objectives, implementation at the operational level of policy and strategy company, developed in conjunction with the Board of Directors, which implies a sufficient level of responsibility in the company. Accordingly, it must be designed incentive system of senior executives, which will provide not only the retention of data of persons in the company, but also to shape their personal involvement with the business, which they run. Theoretical analysis. On the basis of the Corporate Governance Code The analysis of motivation system of senior executives in a number of domestic companies. The analysis examined the short-term and long-term compensation program managers, revealed the basic laws of their formation, shortcomings and positive traits. Results. Analysis of the systems of motivation of senior management in Russian companies has allowed to formulate recommendations on ways to improve them, namely, the introduction of non-financial motivation system, the definition of psychological type top-manager, the use of «deferred payment» system and the «social card», an individual Balanced Scorecard (PBSC – Personnel Balance Score Card) Hubert Rampersad.