2014年MBA英语阅读理解（精读精解）(3)

　　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. This 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.

　　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 is________.

　　[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 be________.

　　[A] biased

　　[B] pessimistic

　　[C] objective

　　[D] critical