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.
2000年1月,Ruth Simmons以外部董事的身份加入了高盛公司的董事會,一年之后,她出任布朗大學校長。在本世紀頭十年剩下的時間里,Simmons顯然是在沒有招致多少批評的情況下,同時應付著這兩種角色。不過到2009年底,她卻因任職于高盛公司薪酬委員會而受到攻擊:她怎么能沒有注意到那些巨額獎金的發放呢?到第二年 2月份時,Simmons已離開了董事會。她稱只是因為這個職位耗費的時間太多了。
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.
人們期望外部董事成為公司董事會中能提供幫助、卻較少懷有偏見的顧問。在其他領域贏得了財富和聲望的外部董事們,被認為擁有足可對首席執行官的提議發表異議的獨立性。若是出現天崩地裂、股價下跌的情況,外部董事應當能夠在曾經渡過自身危機的基礎上提出建議。
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 increased 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.
來自俄亥俄州的研究者所用的數據庫涵蓋了1989年到2004年間超過10000家公司和64000名不同的董事。接下來,他們只是檢查哪些董事曾經辭職。在離開董事會的理由中,可能性最大的因素是年齡,因此,研究者將關注焦點放在了那些不滿70歲董事的“意外”離職上。他們發現在意外離任后,其所在公司隨后必須重述盈余的概率增加了近兩成,卷入聯邦集體訴訟案的可能性也會增大,而股票的表現也可能更糟。公司越大,這種效應往往也越強。盡管外部董事離任與該公司隨后的糟糕表現之間的關聯暗示著這一點,但這并不意味著此類董事總是在跳出正在沉沒之船。他們常常是在“另覓良枝”,即離開風險更大、規模更小的公司,前往規模更大、更加穩定的公司。
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.
不過研究者們相信,如果外部董事在利空消息出現之前離開公司,他們將能更輕松地避免自己的名聲受損,即便歷史回顧表明錯誤正是發生在他們擔任董事期間,情況也是如此。希望在困難時期留住其外部董事的公司,也許得創造出激勵措施。否則,外部董事將會效仿Simmons女士的做法,重返學校仍能受歡迎。