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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  2
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 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、With a boardroom full of outsiders, senior managers work more conscientiously.
D、Cooperation between senior managers and board directors suffered from the reforms.
答案 A
解析 根据文章第三段第二句“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．”可知，从表面上看， 将经理人的心腹从董事会中清理出去，让外来者取而代之，这似乎是让高级管理人员更负责 任的良方。但是，詹姆斯．韦斯特法尔教授的研究并不支持这一点。相反地，设立了外部董事 之后，经理人都忙于建立同盟、牟取私利。据此判断，答案是A。
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