Although recent censure of corporate
boards of directors as “passive” and
“supine” may be excessive, those who
Line criticize board performance have plenty
(5) of substantive ammunition. Too many
corporate boards fail in their two crucial
responsibilities of overseeing long-term
company strategy and of selecting.
evaluating, and determining appropriate.
(10) compensation of top management. At
times, despite disappointing corporate
performance, compensation of chief
executive officers reaches indefensibly
high levels, Nevertheless, suggestions
(15) that the government should legislate board
reform are premature. There are ample
opportunities for boards themselves to
improve corporate performance.
Most corporate boards’ compensation
(20) committees focus primarily on peer-group
comparisons. They are content if the pay
of top executives approximates that of
the executives of competing firms with
comparable short-term earnings or even
(25) that of executives of competing firms of
comparable size. However, mimicking the
compensation policy of competitors for the
sake of parity means neglecting the value
of compensation as a means of stressing
(30) long-term performance. By tacitly detach-
ing executive compensation policy from
long-term performance, committees harm
their companies and the economy as a
whole. The committees must develop
(35) incentive compensation policies to empha-
size long-term performance. For example
a board’s compensation committee can, by
carefully proportioning straight salary and
such short-term and long-term incentives
(40) as stock options, encourage top manage-
ment to pursue a responsible strategy.
Q15
The passage suggests which of the follow-
ing about government legislation requiring
that corporate boards undergo reform?
A. Such legislation is likely to discourage
candidates from joining corporate
boards.
B. Such legislation is likely to lead to
reduced competition among com-
panies.
C. The performance of individual com-
panies would be affected by such
legislation to a greater extent than
would the economy as a whole.
D Such legislation would duplicate
initiatives already being made by
corporate boards to improve their
own performance.
E Corporate boards themselves could
act to make such legislation unnec-
essary.
答案是D。可是我为什么没有体会出来呢？请教好心人。
| 
