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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2023-08-05  55
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 measure, 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 performance.
    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 the researcher’s big discovery was that bosses attend to measures that affect their own incomes and ignore or play down other factors that affect 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] What does Professor James Westphal’s study suggest?
选项 A、Boardroom reforms have failed to achieve the desired result.
B、Outside board directors tend to be more independent.
C、Senior managers work more conscientiously with a boardroom full of outsiders.
D、Cooperation between senior managers and board directors suffered from the reforms.
答案 A
解析 由题干关键词Professor James Westphal定位至第二段。推理判断题。第二段提到，本周在波士顿召开的管理科学院年会上提交了3篇论文。从上下文可以看出，这3篇论文就是韦斯特法尔教授的研究结果。调查结果表明，那些改革措施并未带来任何好处，结果与改革的本意不符。由此可知，A)“董事会的改革措施没有获得预想的结果”正确。
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