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  3. Ruth Simmons joined Goldman Sachs’s board as an outside director in January

Ruth Simmons joined Goldman Sachs’s board as an outside director in January

游客2023-09-06  26
问题     Ruth Simmons joined Goldman Sachs’s board as an outside director in January 2000; a year later she became president of Brown University in Rhode Island. For the rest of the decade she apparently juggled (同时做) both roles (as well as several other directorships) without attracting much criticism. But by the end of 2009 Ms Simmons was under fire from students and alumni for having sat on Goldman’s compensation committee; how could she have let those enormous bonus payouts pass unremarked? By February Ms Simmons had left the board. The position was just taking up too much time, she said.
    Outside directors are supposed to serve as helpful, yet less biased, advisers on a firm’s board. Having made their wealth and their reputations elsewhere, they presumably have enough independence to disagree with the chief executive’s proposals. Leaders from other fields are frequently in demand: former presidents or Cabinet members, retired CEOs, and yes, university presidents. If the sky, and the share price, is falling, outside directors should be able to give advice based on having weathered their own crises.
    The researchers from the Ohio State University used a database that covered more than 10,000 firms and more than 64,000 different directors between 1989 and 2004. Then they simply checked which directors stayed from one proxy statement to the next. The most likely reason for departing a board was age, so the researchers concentrated on those "surprise" disappearances by directors under the age of 70. They found that after a surprise departure, the probability that the company will subsequently have to restate earnings increases by nearly 20%. The likelihood of being named in a federal class-action lawsuit also increases, and the stock is likely to perform worse. The effect tended to be larger for larger firms.
    The obvious conclusion might be that outside directors, with inside knowledge of tricky times ahead, prefer to save their own reputations, rather than those of the company they are serving. But although a correlation between them leaving and subsequent bad performance at the firm is suggestive, it does not mean that such directors are always jumping off a sinking ship. Often they "trade up", leaving riskier, smaller firms for larger and more stable firms.
    But the researchers believe that outside directors have an easier time of avoiding a blow to their reputations if they leave a firm before bad news breaks, even if a review of history shows they were on the board at the time any wrongdoing occurred. Firms who want to keep their outside directors through tough times may have to create incentives, such as increasing pay, says Dr Fahlenbrach. Otherwise outside directors will follow the example of Ms Simmons, once again very popular on campus. [br] What are outside directors supposed to be?
选项 A、Generous investors.
B、Unbiased executives.
C、Share price forecasters.
D、Independent advisers.
答案 D
解析 根据题干中的outside directors supposed to be将本题出处定位到第2段前两句。首句提到，外部董事应该是公司董事会的一个有帮助作用且更客观的顾问(less biased advisers)。第2句接着补充到，针对于董事长的提议他们可以有很大的自主性(independence)来表示不同意。由此可知，人们认为外部董事应该担当的是独立的顾问，故答案为[D]。文中没提到他们是否是投资者(investors)，故[A]不对。[B]是根据less biased advisers设的干扰项，很显然，advisers不同于executives，故排除[B]。[C]是针对该段末句设的强干扰项。该句提到，如果股价下跌，外部董事应该能根据他们自己已经经历过的危机给出建议，但这与人们认为他们应该充当股价预测师不同，故排除[C]。
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