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  3. Over the past decade, American companies have tried hard to find ways to dis

Over the past decade, American companies have tried hard to find ways to dis

游客2023-07-19  28
问题     Over the past decade, American companies have tried hard to find ways to discourage senior managers from feathering their own nests at the expense of their shareholders. The three most popular reforms have been recruiting more outside directors in order to make boards more independent, linking bosses’ pay to various performance measures, and giving bosses share options so that they have the same long-term interests as their shareholders.
    These reforms have been widely adopted by America’s larger companies, and surveys suggest that many more companies are thinking of following their lead. But have they done any good? Three papers presented at the annual meeting of the Academy of Management in Boston this week suggest not. As is usually the case with boardroom tinkering, the consequences have differed from those intended.
    Start with those independent boards. On the face of it, dismissing the boss’s friends from the board and replacing them with outsiders looks a perfect way to make senior managers more accountable. But that is not the conclusion of a study by Professor James Westphal. Instead, he found that bosses with a boardroom full of outsiders spend much of their time building alliances, doing personal favors and generally pleasing the outsiders.
    All too often, these seductions succeed. Mr. Westphal found that, to a remarkable degree, "independent" boards pursue strategies that are likely to favor senior managers rather than shareholders. Such companies diversify their business, increase the pay of executives and weaken the link between pay and performances. To assess the impact of performance-related pay, Mr. Westphal asked the bosses of 103 companies with sales of over $1 billion what measurements were used to determine their pay. The measurements varied widely, ranging from sales to earnings per share. But these researchers uncovered a startling finding: executives "attend to measures that affect their own incomes and ignore or play down other factors that determine a company’s overall success".
    In short, bosses are quick to turn every imaginable system of corporate government to their advantage, which is probably why they are the people who are put in charge of things. Here is a paradox for the management theorists: any boss who cannot beat a system designed to keep him under control is probably not worth having.  [br] The purpose of the large companies in recruiting outsiders and putting them on the board of directors is to______.
选项 A、diversify the business of the corporation
B、protect the interests of the shareholders
C、introduce effective reforms in business management
D、enhance the cooperation between the senior managers and the board directors
答案 B
解析 首段前两句指出：在过去的十年里，美国公司力图寻求方法阻止资深管理者以牺牲股东利益为代价的损公肥私行为。为此采取了最流行的三种改革措施，其中之一就是招录外部董事以使董事会更加独立。由此可推知，招录外部董事的目的是为了保护股东的利益，故答案为[B]。其中to feather their own nests意为“构筑自己的窝”，比喻管理者的假公济私行为：at the expense of意为“以…为代价”。
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