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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  68
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 word "seductions" (Line 1, Para. 4) is closest in meaning to "______".
选项 A、efforts to conquer
B、attempts to win over
C、exertions to understand
D、endeavors to increase profits
答案 B
解析 第三段末句提到，董事会的老板们会花很多时间建立联盟，施惠于个人以讨好外部董事，第四段开始接着说这些诱惑手段(seductions)通常是成功的，由此可推知，老板的这些手段指的是为了拉拢外部董事而结成联盟，故答案为[B]。
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