Part A: Reading Comprehension

Text 1

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.

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.

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.

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 break, even if a review of history shows that 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.

21. According to Paragraph 1, Ms. Simmons was criticized for

[A]

gaining excessive profits. 

[B]

failing to fulfill her duty. 

[C]

refusing to make compromises. 

[D]

leaving the board in tough times. 

22. We learn from Paragraph 2 that outside directors are supposed to be

[A]

generous investors. 

[B]

unbiased executives. 

[C]

share price forecasters. 

[D]

independent advisers. 

23. According to the researchers from Ohio University, after an outside director’s surprise departure, the firm is likely to

[A]

become more stable. 

[B]

report increased earnings. 

[C]

do less well in the stock market. 

[D]

perform worse in lawsuits. 

24. It can be inferred from the last paragraph that outside directors

[A]

may stay for the attractive offers from the firm. 

[B]

have often had records of wrongdoings in the firm. 

[C]

are accustomed to stress-free work in the firm. 

[D]

will decline incentives from the firm. 

25. The author’s attitude toward the role of outside directors is

[A]

permissive. 

[B]

positive. 

[C]

scornful. 

[D]

critical. 

答案解析 (Answers & Explanations)

21. [B] failing to fulfill her duty.
解析：第一段提到，Ms. Simmons 遭到抨击是因为她担任了高盛的薪酬委员会成员，“她怎么能让那些巨额奖金的发放悄无声息地通过呢？（how could she have let those enormous bonus payouts pass unremarked?）”这说明她没有履行作为外部董事（提供无偏见建议、质疑不合理提议）的职责。故选B（未能履行职责）。

22. [D] independent advisers.
解析：第二段明确指出外部董事应该充当“less biased, advisers（较少偏见的顾问）”，并且他们拥有“enough independence to disagree with the chief executive’s proposals（足够的独立性去反对首席执行官的提议）”。综合起来，他们理应是“独立的顾问（independent advisers）”。故选D。

23. [C] do less well in the stock market.
解析：第三段提到，在外部董事意外离职后，公司不得不重申盈利的概率增加了将近20%，被点名参与联邦集体诉讼的可能性也增加了，“and the stock is likely to perform worse（而且股票表现可能会变得更差）”。C项“在股票市场表现较差”正是原文的同义替换。

24. [A] may stay for the attractive offers from the firm.
解析：最后一段倒数第二句指出：“Firms who want to keep their outside directors through tough times may have to create incentives.（想要在困难时期留住外部董事的公司可能必须创造激励机制。）”这暗示，如果有诱人的条件（attractive offers / incentives），外部董事可能会留下来。故选A。

25. [D] critical.
解析：作者通篇的态度是“批判的（critical）”。第一段批评 Simmons 未能尽责；第二段指出外部董事“理应（are supposed to）”发挥作用；第三、四段则揭露了外部董事在公司出事前为了保全名誉而“跳船（jumping off a sinking ship）”或在坏消息爆出前离开的自私行为。可见作者对外部董事目前发挥的作用持批判态度。C项“scornful（轻蔑的）”语气过重。

核心长难句精解 (High-Light)

1. 非谓语动词作原因状语：
"Having made their wealth and their reputations elsewhere, they presumably have enough independence to disagree with the chief executive’s proposals."
【解析】句首的 Having made... 是现在分词的完成式作原因状语，表示“因为他们已经在别处积累了财富和声誉”，这就解释了主句中他们为何能拥有（在经济和名誉上的）独立性。

2. 让步状语从句与宾语从句：
"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."
【解析】Although 引导让步状语从句，主语是 correlation。主句中 it 代指前面的现象，that 引导 mean 的宾语从句。句意是：虽然董事离职与公司随后的糟糕表现之间的相关性很能说明问题，但这并不意味着这些董事总是在跳离沉船。

3. 多重从句嵌套：
"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 break, even if a review of history shows that they were on the board at the time any wrongdoing occurred."
【解析】本句结构复杂：`believe` 后接 `that` 引导的宾语从句；宾语从句中又包含一个由 `if` 引导的条件状语从句；接着由 `even if` 引导让步状语从句；最后在让步状语从句中，`shows` 后面又跟了一个 `that` 引导的宾语从句。层层递进，揭示了外部董事如何巧妙规避声誉受损。