The aim of this study was to examine the effect of financial distress, rewards and company performance using return on assets (ROA), managerial ownership, ownership concentration, directors’ composition and leverage on directors’ remuneration with company size, leverage and company age as control variables. The study population comprised manufacturing companies in the food and beverage sector listed on the ASEAN state stock exchange. The study used a purposive sampling method. The sample number consisted of 68 manufacturing companies. The data used are secondary data obtained from ASEAN state stock exchanges. Data analysis used multiple linear regression. The results indicate that ROA, managerial ownership, ownership concentration, firm size and leverage have a significant effect on directors’ remuneration, while financial distress, reward, company age and state have no significant effect on directors’ remuneration. The implications of study mean that boards of directors can conduct a comprehensive evaluation of the directors’ remuneration system by establishing a team that has the authority to provide input and formulation of a remuneration system that meets the principle of fairness.