段落A

After a number of serious failures of governance (that is, how they are managed at the highest level), companies in Britain, as well as elsewhere, should consider radical changes to their directors’ roles. It is clear that the role of a board director today is not an easy one. Following the 2008 financial meltdown, which resulted in a deeper and more prolonged period of economic downturn than anyone expected, the search for explanations in the many post-mortems of the crisis has meant blame has been spread far and wide. Governments, regulators, central banks and auditors have all been in the frame. The role of bank directors and management and their widely publicised failures have been extensively picked over and examined in reports, inquiries and commentaries.

A公司在治理方面出现了多次严重失误（即，高层管理层的管理方式），因此英国以及其他地方的公司应考虑对董事的角色进行根本性的改变。很明显，当今董事会成员的角色并不容易。在2008年金融危机之后，经济衰退比任何人预期的都更加深入和持久，对危机的许多事后分析导致责备的范围广泛。政府、监管机构、中央银行和审计师都受到了责备。银行董事和管理层以及他们广为人知的失误在报告、调查和评论中被广泛研究和审查。

段落B

The knock-on effect of this scrutiny has been to make the governance of companies in general an issue of intense public debate and has significantly increased the pressures on, and the responsibilities of, directors. At the simplest and most practical level, the time involved in fulfilling the demands of a board directorship has increased significantly, calling into question the effectiveness of the classic model of corporate governance by part-time, independent non-executive directors. Where once a board schedule may have consisted of between eight and ten meetings a year, in many companies the number of events requiring board input and decisions has dramatically risen. Furthermore, the amount of reading and preparation required for each meeting is increasing. Agendas can become overloaded and this can mean the time for constructive debate must necessarily be restricted in favour of getting through the business.

这种审查的连锁反应是使公司治理成为一项激烈公众辩论的问题，并且极大增加了董事们的压力和责任。在最简单和最实际的层面上，履行董事职责所需的时间显著增加，这对兼职、独立非执行董事的经典公司治理模式的有效性产生了质疑。曾经，一个董事会日程可能包括每年8到10次会议，但在许多公司中，需要董事会参与和决策的事件数量大幅增加。此外，每次会议所需的阅读和准备工作也在增加。议程可能变得过载，这可能意味着为了完成业务，有限的时间必然会限制建设性辩论的时间。

段落C

Often, board business is devolved to committees in order to cope with the workload, which may be more efficient but can mean that the board as a whole is less involved in fully addressing some of the most important issues. It is not uncommon for the audit committee meeting to last longer than the main board meeting itself. Process may take the place of discussion and be at the expense of real collaboration, so that boxes are ticked rather than issues tackled.

通常，为了应对工作量，董事会的工作被下放到委员会，这可能更高效，但可能意味着整个董事会在全面解决一些最重要问题方面的参与度较低。审计委员会的会议时间往往比主董事会的会议时间更长。流程可能代替讨论，以牺牲真正的合作，这意味着只是打勾而不是解决问题。

段落D

A radical solution, which may work for some very large companies whose businesses are extensive and complex, is the professional board, whose members would work up to three or four days a week, supported by their own dedicated staff and advisers. There are obvious risks to this and it would be important to establish clear guidelines for such a board to ensure that it did not step on the toes of management by becoming too engaged in the day-to-day running of the company. Problems of recruitment, remuneration and independence could also arise and this structure would not be appropriate for all companies. However, more professional and better-informed boards would have been particularly appropriate for banks where the executives had access to information that part-time non-executive directors lacked, leaving the latter unable to comprehend or anticipate the 2008 crash.

一种激进的解决方案是专业董事会，适用于一些业务广泛而复杂的大公司，其成员每周工作三到四天，由专门的员工和顾问支持。这种方式存在明显的风险，因此建立明确的指导方针来确保董事会在日常运营中不过分介入管理工作至关重要。招聘、薪酬和独立性问题也可能出现，这种结构并不适用于所有公司。然而，更专业和更了解情况的董事会对于银行来说尤其恰当，银行高管可以获得兼职非执行董事所缺乏的信息，使后者无法理解或预测2008年的崩溃。

段落E

One of the main criticisms of boards and their directors is that they do not focus sufficiently on longer-term matters of strategy, sustainability and governance, but instead concentrate too much on short-term financial metrics. Regulatory requirements and the structure of the market encourage this behaviour. The tyranny of quarterly reporting can distort board decision-making, as directors have to ’make the numbers’ every four months to meet the insatiable appetite of the market for more data. This serves to encourage the trading methodology of a certain kind of investor who moves in and out of a stock without engaging in constructive dialogue with the company about strategy or performance, and is simply seeking a short- term financial gain. This effect has been made worse by the changing profile of investors due to the globalisation of capital and the increasing use of automated trading systems. Corporate culture adapts and management teams are largely incentivized to meet financial goals.

对董事会及其董事的主要批评之一是他们不足够关注长期战略、可持续发展和治理等问题，而是过于关注短期财务指标。监管要求和市场结构鼓励这种行为。季度报告的暴政可能扭曲董事会的决策，因为董事们每四个月都必须“达到数字”以满足市场对更多数据的贪婪需求。这种情况鼓励了一种特定类型的投资者的交易方法，他们在不与公司就战略或绩效进行建设性对话的情况下进出股票，仅仅寻求短期的财务收益。全球资本的全球化和自动化交易系统的不断增加使这种影响变得更加严重。公司文化在适应，并且管理团队主要受到激励来实现财务目标。

段落F

Compensation for chief executives has become a combat zone where pitched battles between investors, management and board members are fought, often behind closed doors but increasingly frequently in the full glare of press attention. Many would argue that this is in the interest of transparency and good governance as shareholders use their muscle in the area of pay to pressure boards to remove underperforming chief executives. Their powers to vote down executive remuneration policies increased when binding votes came into force. The chair of the remuneration committee can be an exposed and lonely role, as Alison Carnwath, chair of Barclays Bank’s remuneration committee, found when she had to resign, having been roundly criticised for trying to defend the enormous bonus to be paid to the chief executive; the irony being that she was widely understood to have spoken out against it in the privacy of the committee.

首席执行官的薪酬成为一个战场，投资者、管理层和董事会成员之间的残酷斗争经常在幕后进行，但越来越频繁地在媒体的瞩目下进行。许多人认为这符合透明度和良好治理的利益，因为股东们在薪酬领域发挥了压力，迫使董事会撤换表现不佳的首席执行官。当约束性投票生效时，他们在投票否决执行薪酬政策方面的权力增加。薪酬委员会主席可能是一个暴露和孤立的角色，如巴克莱银行薪酬委员会主席阿里森·卡纳思所经历的，她因为试图为首席执行官辩护的巨额奖金而被广泛评，讽刺的是她广泛认为在委员会的私下里反对这个决定。

段落G

The financial crisis stimulated a debate about the role and purpose of the company and a heightened awareness of corporate ethics. Trust in the corporation has been eroded and academics such as Michael Sandel, in his thoughtful and bestselling book are questioning the morality of capitalism and the market economy. Boards of companies in all sectors will need to widen their perspective to encompass these issues and this may involve a realignment of corporate goals. We live in challenging times.