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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2025-04-25  26
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.
   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 is the purpose of the large companies in recruiting outsiders and putting them on the board of directors?
选项 A、To diversify the business of corporation
B、To enhance the cooperation between the senior managers and the board directors.
C、To introduce effective reforms in business management.
D、to protect the interests of the shareholders.
答案 D
解析 根据文章第一段第二句“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．”可知，文章开头提到在过去的十年来，美国一些公司想方设法防止高级管理人员牺牲股东利益，牟取私利。三种最受欢迎的改革措施是：吸引更多外来的管理人员以便使董事会更具独立性；将老板们的报酬同各种取得业绩的措施联系起来；为老板们提供股份，使他们能像股东一样享有长期的利益。据此判断，答案是D。
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