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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2024-06-15  42
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.
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 文章第一段指出，公司想方设法阻止高级管理人员牺牲股东权益为自己谋私利，从而进行了三项改革，其中一项就是吸收外部来的董事，改革的目的就是为了保护股东的权益，故选B。其他三项均不是改革的目的所在。
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