2011年考研英语二阅读 Text 1 原文翻译及答案解析

Ruth Simmons joined Goldman Sachs's board as an outside director in January 2000; a year later she became president of Brown University. For the rest of the decade she apparently managed both roles without attracting much criticism. But by the end of 2009 Ms. Simmons was under fire for having sat on Goldman's compensation committee; how could she have let those enormous bonus payouts pass unremarked? By February the next year Ms. Simmons had left the board. The position was just taking up too much time, she said.

鲁思·西蒙斯于2000年1月加入高盛董事会担任外部董事；一年后，她成为布朗大学校长。在接下来的十年里，她显然同时担任这两个角色，没有引起太多批评。但到2009年底，西蒙斯女士因曾担任高盛薪酬委员会成员而受到抨击；她怎么能对那些巨额奖金发放置之不理呢？到次年2月，西蒙斯女士已离开董事会。她说，这个职位占用了太多时间。

Outside directors are supposed to serve as helpful, yet less biased, advisers on a firm's board. Having made their wealth and their reputations elsewhere, they presumably have enough independence to disagree with the chief executive's proposals. If the sky, and the share price is falling, outside directors should be able to give advice based on having weathered their own crises.

外部董事应作为公司董事会中有用但较少偏见的顾问。他们已在别处积累了财富和声誉，因此可能有足够的独立性来不同意首席执行官的提议。如果股价下跌，外部董事应能基于他们自身度过危机的经验提供建议。

The researchers from Ohio University used a database that covered more than 10,000 firms and more than 64,000 different directors between 1989 and 2004. Then they simply checked which directors stayed from one proxy statement to the next. The most likely reason for departing a board was age, so the researchers concentrated on those "surprise" disappearances by directors under the age of 70. They found that after a surprise departure, the probability that the company will subsequently have to restate earnings increases by nearly 20%. The likelihood of being named in a federal class-action lawsuit also increases, and the stock is likely to perform worse. The effect tended to be larger for larger firms. Although a correlation between them leaving and subsequent bad performance at the firm is suggestive, it does not mean that such directors are always jumping off a sinking ship. Often they "trade up," leaving riskier, smaller firms for larger and more stable firms.

俄亥俄大学的研究人员使用了一个数据库，涵盖了1989年至2004年间超过10,000家公司和超过64,000名不同董事。然后，他们简单地检查了哪些董事从一份代理声明到下一份声明仍然在职。离开董事会的最可能原因是年龄，因此研究人员专注于那些70岁以下董事的“意外”离职。他们发现，在意外离职后，公司随后需要重述收益的可能性增加了近20%。被列为联邦集体诉讼被告的可能性也增加，而且股票可能表现更差。对于较大的公司，这种影响往往更大。尽管他们离职与公司随后表现不佳之间存在相关性，但这并不意味着这些董事总是在跳离沉船。通常他们“升级”，离开风险更大、更小的公司，转向更大、更稳定的公司。

But the researchers believe that outside directors have an easier time of avoiding a blow to their reputations if they leave a firm before bad news breaks, even if a review of history shows they were on the board at the time any wrongdoing occurred. Firms who want to keep their outside directors through tough times may have to create incentives. Otherwise outside directors will follow the example of Ms. Simmons, once again very popular on campus.

但研究人员认为，如果外部董事在坏消息爆出前离开公司，更容易避免声誉受损，即使历史回顾显示他们在任何不当行为发生时在董事会任职。那些希望在困难时期留住外部董事的公司可能需要创造激励措施。否则，外部董事将效仿西蒙斯女士，再次在校园里非常受欢迎。

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