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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2023-09-01  23
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 shareholder.  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] Professor James Westphal’s study suggests that  ______.
选项 A、boardroom reforms have failed to achieve the desired result
B、outside board directors tend to be more independent
C、with a boardroom full of outsiders, senior managers work more conscientiously
D、cooperation between senior managers and board directors suffered from the reforms
答案 A
解析 文章第四段第二句指出，“独立”董事采取的策略也多是为了追求高级管理者的利益，由此可知董事会的改革并没有达到预期的效果，故选A项。B项的内容并非研究结果；C项的内容与原文事实相反；文章第三段末提到高级管理者通过给予外来董事恩惠又建成联盟，由此可排除D项。
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