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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] According to the fourth paragraph, when trouble looms for a small firm,______.
选项 A、the firm will choose to inform its outside directors first
B、outside directors are the only people to help the firm out of it
C、outside directors have more incentives to quit than to stay
D、the firm will choose to dismiss its outside directors
答案 C
解析 根据题干中的According to the fourth paragraph和trouble looms将  本题出处定位到第4段首句。该句提到，外部董事在棘手时期提前掌握了内部行  情，他们宁愿挽救自己的名誉也不愿去维护他们所从事的公司的名誉。[C]“外部  董事更愿意退出而不愿留下”是对该句的同义转述，故为答案。[A]“公司会先通  知外部董事”是对原文提到的“外部董事在棘手时期提前掌握了内部消息”的过度  推断。[B]“外部董事是唯一能拯救公司走出困境的人”是针对第二段末提到的“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”设置的  干扰项。[D]“公司会选择解雇外部董事”在第4段未涉及，而且与第5段提到的“公  司想留住外部董事”意思相反。
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