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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.www.examda.com
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