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http://www.sina.com.cn 2006/06/05 15:55  新东方

  3 Staggering

  Things are slow to change in America's boardrooms

  THE annual review of American company board practices by Korn/Ferry, a firm of headhunters, is a useful indicator of the health of corporate governance. T
his year's review, published on November 12th, shows that the Sarbanes-Oxley act, passed in 2002 to try to prevent a repeat of corporate collapses such as Enron's and WorldCom's, has had an impact on the boardroom--albeit at an average implementation cost that Korn/Ferry estimates at $5.1m per firm.

  Two years ago, only 41% of American firms said they regularly held meetings of directors without their chief executive present; this year the figure was 93%. But some things have been surprisingly unaffected by the backlash against corporate scandals. For example, despite a growing feeling that former chief executives should not sit on their company's board, the percentage of American firms where they do has actually edged up, from 23% in 2003 to 25% in 2004.

  Also, disappointingly few firms have split the jobs of chairman and chief executive. Another survey of American boards published this week, by A.T. Kearney, a firm of consultants, found that in 2002 14% of the boards of S&P 500 firms had separated the roles, and a further 16% said they planned to do so. But by 2004 only 23% overall had taken the plunge. A survey earlier in the year by consultants at McKinsey found that 70% of American directors and investors supported the idea of splitting the jobs, which is standard practice in Europe.

  Another disappointment is the slow progress in abolishing "staggered" boards--ones where only one-third of the directors are up for re-election each year, to three-year terms. Invented as a defence against takeover, such boards, according to a new Harvard Law School study by Lucian Bebchuk and Alma Cohen, are unambiguously "associated with an economically significant reduction in firm value".

  Despite this, the percentage of S&P 500 firms with staggered boards has fallen only slightly--from 63% in 2001 to 60% in 2003, according to the Investor Responsibility Research Centre. And many of those firms that have been forced by shareholders to abolish the system are doing so only slowly. Merck, a pharmaceutical company in trouble over the possible side-effects of its arthritis drug Vioxx, is allowing its directors to run their full term before introducing a system in which they are all re-elected (or otherwise) annually. Other companies' staggered boards are entrenched in their corporate charters, which cannot be amended by a shareholders' vote. Anyone who expected the scandals of 2001 to bring about rapid change in the balance of power between managers and owners was, at best, naive.


  Economist; 11/13/2004, Vol. 373 Issue 8401, p67-67, 4/9p

  注(1):本文选自Economist;11/13/2004, p67-67, 4/9p;

  注(2):本文习题命题模仿1998年真题text 1第2题(1),2002年真题text 2第2题(2),text 5第3题(3),2004年真题text 4第2题(4)和1999年真题text 1第4题(5);

  1.The Sarbanes-Oxley act is most probably about_________.

  [A] corporate scandal

  [B] corporate management

  [C] corporate cost

  [D] corporate governance

  2.The word “backlash” (Line 3, Paragraph 2) most probably means_________.

  [A] a violent force

  [B] a strong impetus

  [C] a firm measure

  [D] a strong negative reaction

  3.According to the text, separating the roles between chairman and chief executive


  [A] a common practice in American companies

  [B] what many European companies do

  [C] a must to keep the health of a company

  [D] not a popular idea among American entrepreneurs

  4.We learn from the text that a "staggered" board________.

  [A] is adverse to the increment of firm value

  [B] gives its board members too much power

  [C] has been abolished by most American companies

  [D] can be voted down by shareholders

  5.Toward the board practice of American companies, the writer’s attitude can be said to


  [A] biased

  [B] pessimistic

  [C] objective

  [D] critical

  答案:D D B A D




  headhunter: [5hedhQntE(r)] n. 用高薪征聘人才者

  governance: [5^QvEnEns] n. 治理;管理

  boardroom: [5bC:dru:m] n. (董事会)会议室

  albeit: [C:l5bi:It] conj. 虽然

  backlash: [5bAklAF] n. 激烈反应,激烈反对对一个较早行动的对抗性反应

  take the plunge: 冒险,采取断然行动

  staggered: [5stA^Ed] adj. 交错的

  unambiguously: [5QnAm5bi^juEsli] adv. 明白地,不含糊地

  pharmaceutical: [7fB:mE5sju:tikEl] adj. 制药的;调药的

  arthritis: [B:5Wraitis] n. 关节炎

  entrench: [In5trentF] v. 保护

  amend: [E5mend] v. 改正;修改


  Merck, a pharmaceutical company in trouble over the possible side-effects of its arthritis drug Vioxx, is allowing its directors to run their full term before introducing a system in which they are all re-elected (or otherwise) annually.

  主体句式:Merck is allowing its directors to run their full term




  1. 答案为D,属推理判断题。根据第一段,the Sarbanes-Oxley act的通过是为了防止再次出现类似安然公司或者世通公司垮掉的情况。而文章又提到在公司治理方面,该法案已经显现出了一定的影响力。可见,该法案是有关公司治理的法案。

  2. 答案为D,属猜词题。首先确定“backlash”与反对公司丑闻有关,其次,下文对backlash给了一个具体的例子,就是“越来越多的人认为前任总裁不应该继续留在董事会里”,显然这符合选项D中的“强烈的对抗性/否定性反应”。

  3. 答案为B,属事实细节题。根据文章第三段最后一句,将董事长和总裁的职务区分开来是“欧洲的行业惯例”。

  4. 答案为A,属事实细节题。根据文章第四段的一份最新哈佛商学院研究,“staggered board”是为了防止公司权力被夺取而被发明的,但它显然“和公司价值的显著下降有关”。可见这种交错董事任期的董事会不利于公司价值的增长。

  5. 答案为D,属推理判断题。本文指出虽然出台了防止公司丑闻的法案,但美国公司的董事会变化依然缓慢。继而分析了几种令人失望的情况。在文章最末作者指出,人们不应该天真的相信2001年的丑闻会迅速改变职业经理人和公司所有人之间的权力平衡。可见作者对美国公司的董事会持批评的态度。







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