↖  美联储主席格林斯潘回忆录——动荡年代：勇闯新世界-122:CORPORATE GOVERNANCE..

美联储主席格林斯潘回忆录——动荡年代：勇闯新世界-122:CORPORATE GOVERNANCE 

安然丑闻案曝光于2001年10月，最终导致总部位于得克萨斯州休斯敦的美国能源公司安然公司破产，并连锁导致一度贵为全球五大审计会计事务所之一的安达信会计师事务所解体。

这个丑闻既是美国历史上最大破产案，也是最大的审计失败事件。

安然于1985年由肯尼思·莱（Kenneth Lay）在合并休斯敦能源公司和 InterNorth 能源公司的基础上成立。几年后杰弗里·斯基林（Jeffrey Skilling）加入公司。

他所组织的管理团队，通过利用会计规范上的漏洞、特别目的事业体、和低劣的会计报告来掩盖公司合同与项目失败带来的数十亿美元债务。

首席财务官安德鲁·法斯托（Andrew Fastow）和其他高阶主管不仅在高风险会计行为上误导了安然的董事会和审计委员会，还向安达信会计师事务所施压使其忽视这些问题。

安然的投资者在公司破产之后向法院提出了400亿美元的诉讼，而安然的股价也从2000年中的每股90.75美元暴跌到2001年11月底的不到1美元。

美国证券交易委员会（SEC）对安然启动调查同时，其同城的竞争对手Dynegy也发起了价格极低的收购。

在收购失败后，安然于2001年12月2日根据美国破产法第11章宣布破产。拥有634亿美元资产的安然也一度成为美国最大的破产案，直到翌年的世通公司破产案发生为止。

许多安然的高阶主管都面临多项欺诈指控，其中一些人也被判有罪入狱。

安然的审计公司安达信会计师事务所，也被美国地方法院以非法销毁文件妨碍美国证券交易委员会调查而被判吊销执照。虽然美国最高法院随后推翻了安达信部分的有罪判决，但是安达信已经失去了大多数客户的信任而宣布停业。安然的职工和持股者损失了数以亿计美金的养老金和股票，诉讼只帮助他们挽回了很小一部分损失。

这场丑闻之后，美国对上市公司的财会报告的准确度发布了众多新法规。

其中一份重要的法案，萨班斯-奥克斯利法案，提高了对销毁、篡改、编造财会记录以试图妨碍联邦调查和欺骗股东的惩罚力度。

这项法案也对审计公司的公正独立性提出了更高的要求。以求杜绝此类诈欺事件的发生。

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TWENTY-THREE 

CORPORATE GOVERNANCE 

Do I have to accept the Enron Prize?" 

I asked in November 2001 of my old friend and mentor Jim Baker. 

"It's part of the Baker Institute program at which you are speaking' he replied. 

I had not been aware that an award was being given at the dinner. 

Enron's stock was collapsing and within three weeks the company would be in default. 

That November, "prize" hardly seemed the appropriate term. 

But I owed Jim Baker a great deal, so provided there was no official presentation or money involved, I agreed to accept the award. 

Enron had puzzled me ever since I'd heard Jeffrey Skilling, its soon-to-be CEO; give a presentation at a meeting of the board of the Federal Reserve Bank of Dallas in December 2000. 

He went through a very sophisticated explanation of how this high-flying twenty-first-century company operated. 

It was impressive. 

But I came away with nagging questions: 

What did Enron produce? 

How did it make money? 

I understood the company's clever derivative and hedging strategies, but what profit stream was being hedged? 

Enron's demise, according to Skilling after the fact, was precipitated by a collapse in confidence in the firm, which destroyed its ability to borrow. 

That didn't seem quite right to me.

THE AGE OF TURBULENCE 

I presumed that if a major steel company experienced a collapse of confidence, its steel furnaces would still have some value. 

Impalpable Enron, however, went up in a puff of smoke, leaving little trace except the anger of its employees and shareholders. 

I had never seen a major U.S. company fall from icon to pariah to virtual nonexistence so quickly. 

The Enron debacle and the scandal surrounding the collapse of WorldCom the following summer were particularly worrisome to me. 

In the quarter century prior to my joining the Fed, I'd served on fifteen publicly 

listed corporate boards (not all concurrently, of course) and had become quite familiar with the levers of power in those companies. 

I had also become increasingly aware of the disconnect between how American corporations were governed and how that governance was perceived by the public and our political leaders. 

The public, already suspicious of business ethics (if it doesn't consider the term an outright oxymoron), was not, I feared, prepared to accept revelations undercutting widely held beliefs about the way corporations were governed. 

Much of the corporate governance practices of myth have long since been displaced by the imperatives of a modern economy. 

Throughout the nineteenth and early twentieth centuries, shareholders, 

in many instances controlling shareholders, actively participated in governing U.S. corporations. 

They appointed the board of directors, who in turn hired the CEO and other officers and, in general, controlled the strategies of the company. 

Corporate governance had the trappings of democratic representative government. But ownership diffused over the following generations, and the managerial and entrepreneurial skills of company founders were not always inherited by their offspring. 

As financial institutions evolved over the twentieth century, shareholding became a matter of investment, not active ownership. 

If a shareholder did not like the way a company was managed, he sold his stock.

Only rarely was the management of reasonably profitable corporations challenged. Imperceptibly corporate governance moved from shareholder control to control by the CEO. 

Aside from the outspoken concern of a few academics, the change occurred quietly 

and largely by default. 

As shareholders became ever less engaged, the CEOs began to recommend 

slates of directors to shareholders, who were soon rubber-stamping them.

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CORPORATE GOVERNANCE 

Periodically this paradigm went astray when a company or its management 

got into trouble. But such episodes were relatively rare. 

Democratic corporate governance had morphed into a type of authoritarianism. 

The CEO would enter the boardroom, explain the corporation's new capital investment program, and turn to his chief financial officer for corroboration. 

Then, without meaningful deliberation, the board would approve the project. 

The CEO of a profitable corporation today is given vast powers by the board of directors he essentially appoints. 

Over the decades government agencies and various interest groups have pressed large institutional investors, especially pension funds, to vote their shares in a manner that would resurrect the "corporate democracy" of earlier decades. 

But these institutions argue that their responsibility to their pensioners is to invest profitably, and that their expertise is in judging financial market value, not in the alien practice of corporate management. 

Some public pension funds have become more engaged, but their activities are marginal. 

Market forces are driving private equity funds to become increasingly committed to overseeing the management of the properties they own, but while the trend is rapidly growing, these funds remain a very small segment of corporate governance. Market forces are also driving mergers and acquisitions, processes in which managements rarely survive unscathed. 

So-called hostile takeovers may be seen as pure corporate democracy once we recognize that the only "hostility" is between a set of new shareholders and the company's entrenched management; the existing shareholders are voluntarily selling their stock, and in most instances are eager to do so and presumably delighted with the price they get. 

It should not come as a surprise that, as with authoritarianism everywhere, 

the lack of adequate accountability in corporate management has spawned abuse. 

It was pretty clear during my quarter century on corporate boards that petty abuse was widespread, and on occasion the abuse rose above the petty. 

Accordingly, I am not surprised that the outsize CEO compensation packages of recent years have raised public concerns of unseemliness. 

Most nettling has been the dramatic rise in the ratio of CEO compensation relative 

to gains in average employee salary. Directors who determine executive salaries argue in response that key decisions by CEOs leverage vast amounts of market value.

425 

THE AGE OF TURBULENCE 

In global markets, the difference between a right move and an almost right move might represent hundreds of millions of dollars, whereas a generation ago, when the playing field was much smaller, the difference would have been in the tens of millions. 

Boards reflecting this view feel pressed by competition to seek the "very best" CEO and are obviously willing to pay what it takes to acquire the "stars." 

A CEO's compensation has, on average, been tied closely to the market value of his or her firm. 

The average market capitalization of an S&P 500 corporation rose from less than $2 billion in 1980 to $26 billion in 2006. 

The average market value of the ten largest S&P 500 companies in 2006 was $260 billion. 

CEO compensation at such large U.S. corporations reportedly rose by 10 percent annually between 1993 and 2006,* 

triple the 3.1 percent annual increase of earnings of private-company production or 

nonsupervisory workers. 

In short, virtually all of the gap between CEO and worker pay reflects increasing corporate value driven by market forces. 

But that is CEO compensation on average. 

Hidden in the average are a large number of outliers. 

I suspect much of the visibly egregious "unearned" CEO compensation results from the need to set executive salaries in advance of performance. 

Even the most perceptive boards make regrettable choices some of the time, and those mistakes show up as hefty compensation paid for demonstrably inferior outcomes. 

In my experience, another significant factor in excess CEO compensation occurs as a result of a general rise in stock prices, over which the average CEO has no control. 

A company's share price, and hence the value of related options, is heavily influenced by economy-wide forces—by changes in interest rates, inflation, and myriad other factors wholly unrelated to the success or failure of a particular corporate strategy. 

There have been more than a few dismaying examples of CEOs who nearly drove their companies to the wall and presided over significant declines in the prices of their stocks relative to those of competitors and the stock market overall. 

There are arguably other factors in play. 

But global competition cannot be a major contributor because executive salaries in Europe and Japan have not gone up nearly as much as those in the United States. The argument that corporate boards are made up of cronies may explain the level of corporate compensation but not its accelerated pace in recent years. 

Corporate cronyism, if anything, was greater in years past. 

426 

(未完待续, To be contd)
 

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