1、 1 外文翻译 原文 Internal Strategy-Governance Structure Material Source: Delivering Results Managing What Matters Author: Lawrence P.Carr, Alfred J.Nanni We are told solid foundations are necessary for strong structures. Configuring the ownership and governance, the platform of a firm, is critical for cre
2、ating a wellbuilt MSDR system. The home foundation contains the critical sources of water and power so necessary for a well-functioning house. The governance structure establishes the pathways and control of an organization. It directly affects how the organization functions and how the agents manag
3、e the firm. Just as architects must consider the building configuration when designing the operating systems, MSDR designers must consider the nature of the business, the structure of ownership, and the strategic intent. In this chapter, we explore the governance structure, and in the next chapter w
4、e look into the organizational structure. Governance Structure The organizations structure has everything to do with the executionand ultimate successof strategy. Starting with the stockholders, it is extremely important that they are in harmony with their agents, the managers of the firm. The board
5、 of directors, elected by the stockholders, serves to ensure that these parties have the same expectations and goals. A category of business literature, called agency theory, explores this topic. Suffice it to say, a critical element of an MSDR system is to align goals and personal rewards between o
6、wners and agents. This helps ensure that managers are motivated to do the best thing for the corporation and not, necessarily, only the best thing for themselves. What will the governance structure look like? What is its blueprint? Rules of Engagement We discuss the governance rules of engagement un
7、der the following categories: Independence, Structure, Lack of Knowledge, Independent Auditor, and Individual Roles. Independence: A proper set of incentives is the key to finding governance 2 alignment between the owners and the managers. Do not assume management will act for the benefit of the sto
8、ckholders. Self-interest will prevail. The recent emphasis on governance is the attempt to find good stewardship with balance and reason on boards. Too many boards are made up of friends, family, and supporters of the CEO. With this composition, board members are indebted to the CEO. Honest and unbr
9、idled stockholder representation is difficult. The Richard Grasso pay disaster is a good example. Grasso was the chairman and CEO of the New York Stock Exchange (NYSE) from 1995 through 2003. The details of his excessive compensation package of $187.5 million became a major issue in 2003. Grasso han
10、d-selected members of the board and the composition of the compensation committee. The directors followed, almost blindly, managements recommendations. These same directors approved Grassos pay in the prior year, 2001, of more than $30 million, the same amount as the total net income of the NYSE tha
11、t year. As the story played out in the press, many of the directors of the NYSE claimed no knowledge of the situation despite approving the pay package. After the exposure and protests from NYSE members, government officials, and leaders of major pension funds, some directors changed their minds on
12、the compensation decision. SEC chairman William Donaldson said that approval of Grassos pay package raised serious questions regarding the effectiveness of the NYSEs current governance structure. The NYSE directors offered little oversight and let Grasso, to whom they felt obligated for their board
13、seats, run the operation. Since this incident, the quest for outside board members with industry or financial knowledge has increased. Embrace the outside critical view. It can benefit you and the shareholders. Structure: The SarbanesOxley Act (SOX) specifically addressed the composition, structure,
14、 and reporting relationships of board of director committees. Boards are paying closer attention to the configuration and responsibility of the board committees, especially the roles of the audit and compensation committees. Prior to SOX legislation many firms were very lax and casual with the role
15、of board committees. It is essential, and now required, for audit committee members to have financial experience with the acumen to work more closely with outside auditors. The relationship of management with the outside auditors is no longer the responsibility of the management team. SOX rules have
16、 transferred audit oversight to the Board Audit Committee, where it rightfully belongs. The audit committee members must be independent directors with no consulting or professional 3 relationships with the firm. Now, qualified independent directors are in high demand for audit committee assignments.
17、 The compensation committee regularly seeks help through consultants and/or competitive data sources when structuring senior executives salaries and bonuses. Compensation committee recommendations today are put under greater scrutiny. Public outcry on the size of bonuses and golden parachutes (termi
18、nation agreements) is growing louder. Michael Ovitz, president and COO of Walt Disney Co., received a $140 million severance payment after less than two years on the job. Robert Nardelli, CEO of Home Depot, received over a $200 million severance while the stock price dropped 6% during his short tenu
19、re. The business media and press rightfully continue to question the value of these packages. Compensation committees are starting to listen and take their fiduciary duties more seriously. If you ever serve on a compensation committee or interface with this committee there are several caveats to rem
20、ember. First, committee members must perform good due diligence. Make sure you fully understand the employment contract, especially the termination clauses. Second, outline the long-term sustainable performance criteria. Construct long-term incentives for delivering results and make provisions for n
21、ot delivering as promised. Third, be very careful using compensation consultants recommendations. They will tend to find the highest comparable comp levels and report their results in quartiles. Most directors view their CEOs operating in the top quartile, thus, further bending the comp upward. Avoi
22、d the Lake Woebegone result. Everyone cannot be above average. Fourth, get stockholder buy-in. Solicit input from the major investor groups. Finally, apply the rule of reason. Lack of Knowledge: One of the biggest challenges for board members is getting sufficiently robust firm data and information.
23、 Management supplies the data, but the board members must consider the nature of the information. Does the reporting represent the true economic model of the business? Can you trust the integrity of the data? Are there black holes of information? The academic world te lls us that there is imperfect
24、and asymmetric knowledge between the managers, who know more, and the owners who are dependent on them for their data. Management creates the information the owners see. The owners do not have direct access to the underlying data. The challenge for the board members is getting good information that
25、provides insight into the performance of the firm and where the firm is heading. Stockholders invest based on future expected performance, so the business data must 4 look forward and not just backward. In order to approve the enterprise strategy and financial decisions to properly fulfill their boa
26、rd responsibility, the members must know the firms technology, products, and process. Directors should be familiar with the industry and the competition and need to recognize the capabilities of the management and workforce. Directors must take the time to learn the business, and not just the financ
27、ials. From our experience we suggest that board members get to know the key members of the management team. Look for consistency in information and possible omissions. If you vary your sources of information, oversight and inconsistency will become apparent. Develop sources of knowledge about the in
28、dustry and the competition. With SOX regulations, the lack of knowledge is no longer an excuse for fraud or non-compliance. The mission critical role of the board members is to set the tone for risk management. The directors signal management on the importance of compliance, including ethical behavi
29、or, firm reputation, and franchise value. The atmosphere for risk is set at the top. If board members do not take risk seriously, then do not expect management to manage the firms exposure. Test the risk compliance controls occasionally. This may reveal some weakness in the system that is not detect
30、ed with ongoing monitoring. Finally, make sure there is a program that provides the escalation of unresolved risk exposures to the board of directors. This is achieved through open communication and access. The managers and the directors own the enterprise risk. We always advise members of volunteer
31、 boards to make certain they have directors insurance. Director and officer insurance provides financial protection for directors and officers of the organization in the event they are sued in conjunction with the performance of their duties. Depending on the nature of the organization (a community
32、play company, a social agency, a religious group, an environmental group, and so forth), there are compliance risks. A community social help agency had a small full time professional and administrative staff along with a large number of volunteers. During a routine tax audit, it was discovered that
33、the agency had failed to pay withholding tax for a significant number of employees over a number of years. The agency did not have the money and protested the IRS claim. Independent Auditors: In the recent spectacular failures of Enron, Tyco, World- Com, Lehman Brothers, and others, one must ask the
34、 question, Where were the 5 independent auditors? One of the cornerstones of governance is the use of independent auditors, reporting to the board of directors, usually through the board finance or audit committee. They serve to verify the financial reporting and compliance to government and account
35、ing rules. On paper, this looks reasonably acceptable. The reality, however, is quite different. The accounting firms are selling their services to the companies and generally work closely with the CEO and CFO of the firm. The audit firm negotiates the scope and cost of the audit with the firm and t
36、hen presents the arrangement to the board. The day-to-day details and confirmations are done between the finance function members and the audit team. The CFO and audit partner oversee the operation. The firms CFO demonstrates the accuracy and appropriateness of the financial accounting to the outsid
37、e auditors. Those auditors were engaged to review the companys operation by the board, but the details of the engagement were screened by the CFO. Do you see a real potential for conflict? What an embarrassment to the CFO when the audit firm cannot confirm or validate the firms financial reports and
38、 practices to the board. None of the spectacular failures mentioned above were discovered by the audit firm. Discovery came from individuals blowing the whistle. We believe that the CFO can fool the auditors with a success rate of about 95%. Certified financials really say we certify the data we are
39、 shown as correct and the firm followed generally acceptable accounting practices. The close relationship between the Enron management team and Arthur Anderson, the auditors, led to Arthur Andersons blind acceptance of managements accounting. This failure of oversight led to the collapse of Anderson
40、. Individual Roles: A potential major structural flaw in some firms is when one person fills the job of Chief Executive Officer (CEO) and Chairman of the Board (COB). This is a common practice in the United States with 55% of listed firms. The same individual is acting as the lead agent and as the l
41、ead owner (stockholder) of the same firm. This is a concentration of power that works if flexibility and quick response are needed. But power can corrupt if unchecked. Richard Grasso, filling both the CEO and COB roles, is blamed for compensation abuse at the NYSE. Are the stockholders interests bet
42、ter served with the dual role structure? Many academics maintain that division of the roles is better for the shareholders. In the United Kingdom, separation of the roles is encouraged and is the common practice. Conclusion Governance structure and operation sets the tone for the organizations abili
43、ty 6 to execute the strategy. The lack of attention to details or opaque structures will encourage the same in the firm. The role of the board of directors is critical in reviewing, evaluating, and approving the strategic direction. A set of well-structured checks and balances ensures that managemen
44、t leads the firm to the intended target. Pay attention to the rules of engagement. Board members must be independent and have the ability to freely challenge management. Compensation and Audit Committees have very serious fiduciary responsibility that can no longer be delegated to management. Direct
45、ors must know the industry, markets, the competition, and the firm. Use a combination of financial and non-financial metrics to diagnostically evaluate managements performance. In todays world, compliance necessitates clear separation of duties and active participation by directors. Board seats are
46、no longer honorary positions. They come with serious responsibility and serious consequences if not properly executed. 译文 内部策略 治理结构 资料来源：交付成果重要事项管理 作者： 劳伦斯 P.卡尔 阿尔弗雷德 J.南尼 我们被告知坚实的基础是 为 有力的结构 所 必要的。配置的所有权和 管理结构 ，一个坚实的平台， 是 用于创建一个 wellbuilt MSDR 系统的关键。 家庭基础的关键来源 包含一个 水、电等 运转良好的房子。 完善的 治理结构 建立 途径 和 建立
47、一个组织的控制 权 。它直接影响到该组织的职能和如何管理公司的代理商。正如建筑师必须考虑的建筑结构设计的操作系统时， MSDR设计者必须考虑业务的性质，股权结构，战略意图。在这一章中，我们探索治理结构， 在下一章，我们调查组织结构。 治理结构 组织的结构的每件事物都有执行和最终的成功战略。与股东的开始，这是极为重要的 ,他们是在和他们代理人和谐相处。董事会由股东选举产生，旨在确保这些当事人有相同的期望和目标。一种类型的商业文献，称为代理理论 ，探讨这个话题，可以肯定地说，最关键的因素 MSDR 系统的调整目标是业主和代7 理商之间的个人奖励。这种做法有助于保证管理者的动机去是为公司做的最好东西
48、，当然不只是为自己。治理结构会有什么样子 ?它的蓝图是什么？ 交战规则 我们讨论 以下类别的参与治理规则：独立，结构，知识 的缺乏 ，独立 审计师 ，以及个人角色的缺失 。 独立：一套正确的激励 机制 是寻找 所有者与 管理人员的 平衡的 管理路线的关键。不要以为管理部门将采取行动为股东 谋利益 。自身利益 是首位的 。最近关于治理的重点是 试图在管理上 寻找 良好的 平衡和原因。太多的议会是由朋友，家人和 支持者的 CEO 组成的 。有了这个组成，董事会成员非常感激首席执行官。诚实 和肆无忌惮的 股东代表是困难的。理查德格拉索薪酬的灾难是一个很好的例子 。 从 1995 年到 2003 年
49、， 格拉索是纽约证券交易所（ NYSE） 的主席兼 CEO。在 2003 年，他 对一万八千七百五十零点万美元过度补偿方案的细节成为一个主要的问题 。 格拉索 是手选 董事会及薪酬委员会 的组成。其次，董事们对于管理的建议几乎盲目。 这些相同的董事会批准格拉索 在往年的薪酬 超过 3000 万美元， 2001 年， 与当年 作为纽约证交所的总纯收入相同 。 随着事件的播放的报道 ， 纽约证交 所董事许多人声称 ，批准没有了解情况的待遇。 曝光后，从纽约证券交易所的成员，政府官员，以及主要养老基金领导人的抗议活动 中 ，一些董事对赔偿决定改变 了 自己的想法。 美国证券交易委员会主席威廉唐纳森说，格拉索的薪酬批准 “ 提出关于纽约证交所目前的治理结构的有效性的严重问题。 ” 纽约证券交易所董事提供一点监督，让格拉索向他们觉得有责任为他们的董事会席位 的稳定而 运行操作。由于此 次 事件， 董事们对 与行业或董事会成员以外的金融知识的追求有所增加。接受 外面批评的看法 ， 它可以 让 你和股东 受益。 结构：萨班斯法案 （ SOX） 特别指出了系 统的组成
