The Benefits of Corporate Governance

外文文献翻译译文一、外文原文原文：The influence of corporate governance on the relation betweencapital structure and valueCapital structure: relation with corporate value and main research streamsWhen looking at the most important theoretical contributions on the relation between capital structure and value, as illustrated in Figure 1, it becomes immediately evident that there is a substantial difference between the early theories and the more recent ones.Modigliani and Miller (1958), who had originally asserted that there was no relationship between capital structure and value ; in 1963, instead, reached the paradoxical and provocative conclusion that a maximum level of debt would mean a maximum level of firm value, due to the fact that interest is tax deductible . Many later contributions pointed out that this effect is compensated when considering personal taxes (Miller, 1977),an eventual lack of tax capacity, due to the presence of economic loss, the effect of other types of tax shields (De Angelo and Masulis, 1980), as well as the introduction of the costs(direct and indirect) of financial distress; all these situations end up creating a trade-off between debt costs and benefits. Point L’ in Figure 1c indicates an optimal level of debt,beyond which any rise in leverage would cause an increase in the benefits of debt that would be less than proportional with respect to the costs of financial distress. Furthermore, this non monotonic relation would be modified even more when considering agency costs as well as the costs of financial distress . Finally, one last stream of research (Myers, 1984,Myers 1984) points out managerial preferences when choosing financing resources . In this case no optimal level of debt becomes ‘‘objectively’’ evident,but this is due to the various situations the manager had to deal with over time. The function of managerialpreference has particular relevance due to information asymmetries, therefore the level of firm indebtedness will be determined by the tangent between the firm value function and the curve of manager indifference.Furthermore, it can be observed that debt increases in correspondence with the better the firm’s reputation is on the market (Chevalier, 1995). Research has shown similarities between firms that belong to the same sector (Titman and Wessels, 1988); in other words, capital structure tends to be industry-specific.The empirical comparison between the trade-off theory and the pecking order theory seems to be controversial. On one hand, empirical evidence shows moderate coherence with the trade-off theory, when revenue and agency problems are taken into consideration contextually; on the other hand, the negative relation between leverage and firm profit does not seem to support the trade-off theory, as it confirms a hierarchical order in financial decision making.It is, thus, clear that the topic of capital structure is anything but defined and that there are still many open problems regarding it.As many authors have noted (Rajan and Zingales, 1995) capital structure is a ‘‘hot’’ topic in finance. By analyzing international literature the main research priorities and new analytical approaches are related to:the important comparison between ‘‘rational’’ and ‘‘behavioural’’ finance (Barberis and Thaler, 2002);a lively comparison made between the pecking order theory and the trade-off theory(Shyam-Sunder and Myers, 1999);the attempt to apply these theories to small firms (Berger and Udell, 1998, Fluck, 2001);the role of corporate governance on the relation between capital structure and value(Heinrich, 2000, Bhagat and Jefferis, 2002, Brailsford et al., 2004, Mahrt-Smith, 2005).The behavioural approach, that considers the pecking order of financial resources in terms of ‘‘irrational’’ preferences, caused an immediate reactio n from Stewart Myers in 2000 and 2001 and jointly with Shyam-Sunder in 1999 (Myers, 2000; 2001; Shyam-Sunder and Myers,1999). Stewart Myers is the founder of the pecking order theory[7]. Problems of information asymmetry, together with transaction costs, would be able to offer a rational explanation to managerial behaviour when financial choicesare made following a hierarchical order (Fama and French, 2002). In other words, according to Myers and Fama, there should be a‘‘rational’’ explanation to the phenomenon observed by Stein, Baker, Wrugler, Barberis and Thaler.Moreover, studies on capital structure have also been done looking at small and medium size firms (Berger and Udell, 1998, Michaelas et al., 1999, Romano et al., 2000, Fluck, 2001),due to the relevant economic role of these firms (in Europe they are 95 percent of the total firms operating). Zingales (2000) as well has emphasized the fact that today ‘‘ . . . the attention shown towards large firms tends to partially obscure firms that do not have access to the financial markets . . . ’’. In one of the most interesting studies done on this topic, Berger and Udell (1998) asserted that firm financial behaviour depends on what phase of their life cycle they are in. In fact, there should be an optimal pro-tempore capital structure, related to the phase of the life cycle that the firm is in.Finally, the observations of Michael Jensen (1986), made throughout his many contributions on corporate governance, as well as those of Williamson (1988), have encouraged a line of research that, revitalized in the second part of the nineties, seems to be quite promising as a means to analyze how corporate governance directly or indirectly influences the relation between capital structure and value (Fluck, 1998, Zhang, 1998, Myers, 2000, De Jong, 2002,Berger and Patti, 2003, Brailsford et al., 2004, Mahrt-Smith, 2005). In synthesis, it is possible to affirm, as it follows, that a joined analysis of capital structure and corporate governance is necessary when describing and interpreting the firm’s ability to create value (Zingales, 2000, Heinrich, 2000, Bhagat and Jefferis, 2002). This type of consideration could help overcome the controversy found when studying the relation between capital structure and value, on both a theoretical and empirical level.Influence of corporate governance on the relation between capital structure and value.Capital structure can be analyzed by looking at the rights and attributes that characterize the firm’s assets and that influence, with d ifferent levels of intensity, governance activities. Equity and debt, therefore, must be considered as both financialinstruments and corporate governance instruments (Williamson, 1988): debt subordinates governance activities to stricter management, while equity allows for greater flexibility and decision making power. It can thus be inferred that when capital structure becomes an instrument of corporate governance, not only the mix between debt and equity and their well known consequences as far as taxes go must be taken into consideration. The way in which cash flow is allocated (cash flow right) and, even more importantly, how the right to make decisions and manage the firm (voting rights) is dealt with must also be examined. For example, venture capitalists are particularly sensitive to how capital structure and financing contracts are laid out, so that an optimal corporate governance can be guaranteed while incentives and checks for management behavior are well established (Zingales, 2000)[10].Coase (1991), in a sort of critique on his own work done in 1937, points out that it is important to pay more attention to the role of capital structure as an instrument that can mediate and moderate economical transactions within the firm and, consequently, between entrepreneurs and other stakeholders (corporate governance relations).As explicitly pointed out by Bhagat and Jefferis (2002), when they pay particular attention to the relations between cause and effect and to their interactions recently described on a theoretical level (Fluck, 1998, Zhang, 1998, Heinrich, 2000, Brailsford et al., 2004,Mahrt-Smith, 2005), a ‘‘research proposal’’ that future empirical studies should evaluate should be, how corporate governance can potentially have a relevant influence on the relation between capital structure and value, with an effect of mediation and/or moderation.The five relations identified in Figure 2 describe:the relation between capital structure and firm value (relation A) through a role of corporate governance ‘‘mediation’’ ; the relation between capital structure and firm value (relation A) through the role of capital governance ‘‘moderation’’ (relation D);the role of corporate governance as a determining factor in choices regarding capital structure (relation E).All five relations shown in Figure 2 are particularly interesting and show two threads of research that focus on the relations between:corporate governance andcapital structure, where the dimensions of the corporate governance determine firmfinancing choices, causing a possible relation of co-causation Whether management voluntarily chooses to use debt as a source of financing to reduce problems of information asymmetry and transaction, maximizing the efficiency of its firm governance decisions, or the increase in the debt level is forced by the stockholders as an instrument to discipline behavior and assure good corporate governance, capital structure is influenced by corporate governance (relation E) and vice versa (relation B).On one hand, a change in how debt and equity are dealt with influences firm governance activities by modifying the structure of incentives and managerial control. If, through the mix debt and equity, different categories of investors all converge within the firm, where they have different types of influence on governance decisions, then managers will tend to have preferences when determining how one of these categories will prevail when defining the firm’s capital structure. Even more importantly, through a specific design of debt contracts and equity it is possible to considerably increase firm governance efficiency.On the other hand, even corporate governance influences choices regarding capital structure (relation E). Myers (1984) and Myers and Majluf (1984) show how firmfinancing choices are made by management following an order of preference; in this case, if the manager chooses the financing resources it can be presumed that she is avoiding a reduction of her decision making power by accepting the discipline represented by debt.Internal resource financing allows management to prevent other subjects from intervening in their decision making processes. De Jong (2002) reveals how in the Netherlands managers try to avoid using debt so that their decision making power remains un checked. Zwiebel(1996) has observed that managers don’t voluntarily accept the ‘‘discipline’’ of debt; other governance mechanisms impose that debt is issued. Jensen (1986) noted that decisions to increase firm debt are voluntarily made by management when it intends to ‘‘reassure’’stakeholders that its governance decisions are ‘‘proper’’.In this light, firm financing decisions can be strictly deliberated bymanagers-entrepreneurs or else can be induced by specific situations that go beyond the will of the management.ConclusionThis paper define a theoretical approach that can contribute in clearing up the relation between capital structure, corporate governance and value, while they also promote a more precise design for empirical research. Capital structure represents one of many instruments that can preserve corporate governance efficiency and protect its ability to create value.Therefore, this thread of research affirms that if investment policies allow for value creation,financing policies, together with other governance instruments, can assure that investment policies are carried out efficiently while firm value is protected from opportunistic behavior.In other words, various authors (Borsch-Supan and Koke, 2000, Bhagat and Jefferis, 2002 and Berger and Patti, 2003) point out the necessity to analyze the relation between capital structure and value by always taking into consideration the interaction between corporate governance variables such as ownership concentration, management participation in the equity capital, the composition of the Board of Directors, etc.Furthermore, there is a problem in the way to operationalize these constructs, due to multidimensional nature of these. It is quite difficult to identify indicators that perfectly correspond to theoretical constructs; it means that proxy variables, or empirical measures of latent constructs, must be used (Corbetta, 1992).Moreover, it must be considered possible that there may be distortions in the signs and entities of the connections between variables due to endogeneity problems, or rather the presence of co-variation even when there is no cause, and reciprocal cause, where the distinction between the cause variable and the effect variable are lacking, and the two reciprocally influence each other.From an econometric point of view, therefore, it would seem to be important to further investigate the research proposal outlined above, by empirically examining the model proposed in Figure 2 using appropriate econometric techniques that can handle the complexity of the relations between the elements studied. Some proposals forstudy can be found in literature; the use of lagged variables is criticized by Borsch-Supan and Koke(2000) that affirm that it would be better to determine instrumental variables that influence only one of the two elements of study; Berger and Patti (2003), Borsch-Supan and Koke(2000) and Chen and Steiner (1999) promote the application of structural model equations to solve these problems, that is a method appropriate for examining the causal relations between latent, one-dimensional or multi-dimensional variables, measured with multiple indicators (Corbetta, 1992).In conclusion, this paper defines a theoretical model that contributes to clarifying the relations between capital structure, corporate governance and firm value, while promoting,as an aim for future research, a verification of the validity of this model through application of the analysis to a wide sample of firms and to single firms. To study the interaction between capital structure, corporate governance and value when analyzing a wide sample of firms,the researcher has to take into account the relations showed in Figure 2, look at problems of endogeneity and reciprocal causality, and make sure there is complementarity between all the three factors. Such an analysis deserves the application of refined econometric techniques. Moreover, these relations should be investigated in a cross-country analysis, to catch the role of country-specific factors.Source: Maurizio La Rocca,2007 “The influence of corporate governance on the relation between capital structure and value”. corporate gorernance,vol.7,no.3april,pp.312-325.二、翻译文章译文：公司治理对资本结构和企业价值关系的影响资本结构: 关系到公司价值及其主要研究趋向当查看关于描述资本结构与企业价值两者之间总体关系的最重要的理论文献时，会明显感觉到早期的理论与新近的理论有实质性的不同。

外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies 1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk, Fried a nd Walker, 2002; Cheffins and Thomas, 2004; Zattoni, 2007). In the UK and, above all in the US, remuneration encompasses a variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000). In other countries, however, fixed wages have always been the main ingredient in top managers’ pay schemes. Over time, variable short-term pay has become more substantial and the impact of fringe benefits has gradually grown. Notwithstanding, incentives linked to reaching medium to long-term company goals have never been widely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-term incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changes in the institutional and market environment at the local and global levels. Particularly important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate or tax regulation (Cheffins and Thomas, 2004).Driven by these changes in the institutional and market environment, we observe a global trend toward the “Americanization of international pay practices,” characterized by high incentives and very lucrative compensation mechanisms (e.g., Cheffins, 2003; Cheffins and Thomas,2004).Ironically, the spread of the US pay paradigm around the world happens when it is hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incenti ve plans (Cheffins and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive very lucrative compensation packages. The ’80s and ’90s saw an increasing disparity between CEO’s pay and that of rank-and-file workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’ and executives’ compensation are annual bonuses and, above all, stock option gra nts (Conyon and Murphy, 2000). Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of the firm’s value (Bebchuk et al., 2002; Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK.The choice to investigate this phenomenon in Italy relies on the following arguments. First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK. Second, ownership structure and governance practices in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments un til the end of the ’90s.Our goal is to compare the explanatory power of three competing views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influence the pay process for their own benefit (Bebchuk et al., 2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons why Italian listed companies adopted equity incentive plans since the end of the ’90s. To gain a deep understanding of the phenomenon, we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e., technical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-of-means statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’ characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adopted to take advantage of large tax benefits, and that in some occasions they may have been used by controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. On the one hand, they declared that plans were aimed to align shareholders’ and managers’ interests and incentive value creation. On the other hand, thanks to the lack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders –for their implicit alignment of interests and incentive to value creation –without implying a substantive improvement of governance practices.2.Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001). Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their activism. Finally, the stock market is relatively small and undeveloped, and the market for corporate control is almost absent (Bianco, 2001). In short, the Italian governance system can b e described as a system of “weak managers, strong blockholders, and unprotected minority shareholders” (Melis, 2000: 354).The board of directors is traditionally one tier, but a shareholders’ general meeting must appoint also a board of statutory auditors as well whose main task is to monitor the directors’ performance (Melis, 2000). Further, some studies published in the ’90s showed that the board of directors was under the relevant influence of large blockholders. Both inside and outside directors were in fact related to controlling shareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of top managers’ remuneration, and incentive schemes linked to reaching medium to long term company goals have never been widely used (Melis, 1999). Equity incentive schemes adopted by Italian companies issue stocks to all employees unconditionally for the purpose of improving the company atmosphere and stabilizing the share value on the Stock Exchange. Only very few can be compared with stock option plans in the true sense of the term. Even in this case, however, directors and top managers were rarely evaluated through stock returns, because of the supposed limited ability of the Italian stock market to measure firm’s performance (Melis, 1999).3.The Evolution of Italian Institutional ContextThe institutional context in Italy has evolved radically in the last decade, creatingthe possibility for the dissemination of equity incentive plans. The main changes regarded the development of commercial law, the introduction and updating of the code of good governance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commercial law (1998, 2003, and 2005) and the introduction (1999) and update (2002) of the national code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006). Financial markets and corporate law reforms improved the efficiency of the Stock Exchange and created an institutional environment more favorable to institutional investors’ activism (Bianchi and Enriques, 2005). At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. These reforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentive plans. Both the white paper of the Ministry of the Industry and Foreign Commerce and the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creation culture in Italian companies. Furthermore, in 1997 fiscal regulations were enacted allowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance of new stocks to employees by an employer or another company belonging to the same group did not represent compensation in kind for income tax purposes (Autuori 2001). In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued to favor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plans became widely diffused among Italian listed companies at the end of the ’90s (Z attoni,2006). Ironically, the diffusion of these instruments – in Italy and in other countries, such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005), and Japan (Nagaoka, 2005) – took place when they were strongly debated in the US for their unpredicted consequences and the malpractices associated with their use (Bebchuk et al., 2002).4.The Rationales Explaining the Adoption of Equity Incentive PlansEquity incentive plans are a main component of executive compensation in the US. Their use is mostly founded on the argument that they give managers an incentive to act in the shareholders’interests by providing a direct link between their compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyond that, equity incentive plans also have other positive features, as they may contribute to the attraction and retention of highly motivated employees, encourage beneficiaries to take risks, and reduce direct cash expenses for executive compensation (Hall and Murphy, 2003).Despite all their positive features, the use of equity incentive plans is increasingly debated in the US. In particular, critics question their presumed effectiveness in guaranteeing the alignment of executives’ and shareholders’ interests. They point out that these instruments may be adopted to fulfill other objectives, such as to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or even to achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002). In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimal contracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk et al., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packages are designed to minimize agency costs between top managers (agents) and shareholders (principals) (Jensen and Meckling, 1976). The boards of directors are effective governance mechanisms aimed at maximizing shareholder value and the topmanagement’s compensation scheme is designed to serve this objective (Fama and Jensen, 1983). Providing managers with equity incentive plans may mitigate managerial self-interest by aligning the interests of managers and shareholders (Jensen and Meckling, 1976). Following the alignment rationale, equity incentives may improve firm performance, as managers are supposed to work for their own and sh areholders’ benefit (Jensen and Murphy, 1990). In short, these instruments are designed to align the interests of managers with those of shareholders, and to motivate the former to pursue the creation of share value (Jensen and Murphy, 1990).4.1 the principle of equity incentiveManagers and shareholders is a delegate agency relationship managers operating in assets under management, shareholders entrusted. But in fact, in the agency relationship, the contract between the asymmetric information, shareholders and managers are not completely dependent on the manager's moral self-discipline. The pursuit of the goals of shareholders and managers is inconsistent. Shareholders want to maximize the equity value of its holdings of managers who want to maximize their own utility, so the "moral hazard" exists between the shareholders and managers, through incentive and restraint mechanisms to guide and limit the behavior of managers.In a different way of incentives, wages based on the manager's qualification conditions and company, the target performance of a predetermined relatively stable in a certain period of time, a very close relationship with the company's target performance. Bonuses generally super-goal performance assessment to determine the part of the revenue manager performance is closely related with the company's short-term performance, but with the company's long-term value of the relationship is not obvious, the manager for short-term financial indicators at the expense of the company long-term interests. But from the point of view of shareholders' investment, he was more concerned with long-term increase in the value of the company. Especially for growth-oriented companies, the value of the manager's more to reflect the increase in the company's long-term value, rather than just short-term financialindicators.In order to make the managers are concerned about the interests of shareholders need to make the pursuit of the interests of managers and shareholders as consistent as possible. In this regard, the equity incentive is a better solution. By making the manager holds an equity interest in a certain period of time, to enjoy the value-added benefits of equity risk in a certain way, and to a certain extent, you can make managers more concerned about the long-term value of the company in the business process. Equity incentive incentive and restraint to prevent short-term behavior of the manager, to guide its long-term behavior.4.2 Equity Incentive mode(1) The performance of stockRefers to a more reasonable performance targets at the beginning of the year, if the incentive object to the end to achieve the desired goal, the company granted a certain number of shares or to extract a reward fund to buy company stock. The flow of performance shares realized that usually have the time and number restrictions. Another performance of the stock in the operation and role relative to similar long-term incentive performance units and performance stock difference is that the performance shares granted stock, performance units granted cash.(2) stock optionsRefers to a company the right to grant incentive target incentive object can purchase a certain amount of the outstanding shares of the Company at a predetermined price within a specified period may be waived this right. The exercise of stock options have the time and limit the number of cash and the need to motivate the objects on their own expenditure for the exercise. Some of our listed companies in the application of virtual stock options are a combination of phantom stock and stock options, the Company granted incentive object is a virtual stock options, incentive objects rights, phantom stock.(3) virtual stockThat the company awarded the incentive target a virtual stock incentive objectswhich enjoy a certain amount of the right to dividends and stock appreciation gains, but not ownership, without voting rights, can not be transferred and sold, expire automatically when you leave the enterprise.(4) stock appreciation rightsMeans the incentive target of a right granted to the company's share price rose, the incentive object can be obtained through the exercise with the corresponding number of stock appreciation gains, the incentive objects do not have to pay cash for the exercise, exercise, get cash or the equivalent in shares of companies .(5) restricted stockRefers to the prior grant incentive target a certain number of company shares, but the source of the stock, selling, etc. There are some special restrictions, generally only when the incentive object to accomplish a specific goal (eg, profitability), the incentive target in order to sell restricted stock and benefit from it.(6) The deferred paymentRefers to a package of salary income plan designed to motivate object, which part of the equity incentive income, equity incentive income was issued, but according to the fair market value of the company's shares to be converted into the number of shares after a certain period of time, the form of company stock or when the stock market value in cash paid to the incentive target.(7) the operator / employee-ownedMeans the incentive target to hold a certain number of the company's stock, the stock is a free gift incentive target, or object of company subsidy incentives to buy, or incentive target is self-financed the purchase. Incentive objects can benefit from appreciation in the stock losses in the devaluation of the stock.(8)Management / employee acquisitionMeans to leverage financing to the company's management or all employees to purchase shares of the Company, to become shareholders of the Company and other shareholders of risk and profit sharing, to change the company's ownership structure, control over the structure and asset structure, to achieve ownership business.(9) The book value appreciation rightsDivided into specific buy and virtual two. Purchase type refers to the incentive target in the beginning of the period per share net asset value of the actual purchase of a certain number of shares, end of period value of the net assets per share at the end of the period and then sold back to the company. Virtual type incentive target in the beginning of the period without expenditure of funds granted by the Company on behalf of the incentive target a certain number of shares calculated at the end of the period, according to the increment of the net assets per share and the number of shares in the name of the proceeds to stimulate the object, and accordingly to incentive target payment in cash.外文文献译文股权激励计划在意大利上市公司扩散1.引言过去的研究揭示了管理者薪酬在盎格鲁撒克逊国家和其他国家相比的差异（例如，贝舒克，弗莱德和瓦尔克，2002；柴芬斯和托马斯，2004；萨特尼，2007）。

公司治理岗英文
1. Corporate Governance Position
2. Role in Corporate Governance
3. Job in Corporate Governance
4. Position in Corporate Governance Function
5. Corporate Governance Function Role
这些翻译都表达了在公司治理方面的工作职位或职责。

具体使用哪个翻译取决于上下文和使用习惯。

"Corporate Governance"指的是公司治理，涉及公司的组织架构、决策制定、监督机制、合规性等方面。

如果你需要更具体的翻译，可以提供更多关于该岗位的信息，例如工作内容、职责范围等，我将为你提供更准确的翻译。

此外，公司治理岗位通常涉及监督和管理公司的各个方面，确保公司的运营符合法律、法规和道德标准，并促进公司的可持续发展和价值创造。

无论是在国内还是国际环境中，公司治理岗位都非常重要，因为它有助于维护公司的透明度、问责制和良好的治理实践，从而保护股东、投资者和其他利益相关者的利益。

如果你对公司治理岗位有更深入的问题或需要更多信息，请随时提问。

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外文文献原文The Diffusion of Equity Incentive Plans in Italian Listed Companies 1.INTRODUCTIONPast studies have brought to light the dissimilarities in the pay packages of managers in Anglo-Saxon countries as compared with other nations (e.g., Bebchuk, Fried and Walker, 2002; Cheffins and Thomas, 2004; Zattoni, 2007). In the UK and, above all in the US, remuneration encompasses a variety of components, and short and long term variable pay carries more weight than elsewhere (Conyon and Murphy, 2000). In other countries, however, fixed wages have always been the main ingredient in top managers’ pay schemes. Over time, variable short-term pay has become more substantial and the impact of fringe benefits has gradually grown. Notwithstanding, incentives linked to reaching medium to long-term company goals have never been widely used (Towers Perrin, 2000).In recent years, however, pay packages of managers have undergone an appreciable change as variable pay has increased considerably, even outside the US and the UK. In particular, managers in most countries have experienced an increase in the variable pay related to long-term goals. Within the context of this general trend toward medium and long-term incentives, there is a pronounced tendency to adopt plans involving stocks or stock options (Towers Perrin, 2000; 2005). The drivers of the diffusion of long term incentive plans seem to be some recent changes in the institutional and market environment at the local and global levels. Particularly important triggers of the convergence toward the US pay paradigm are both market oriented drivers, such as the evolving share ownership patterns or the internationalization of the labor market, and law-oriented drivers, such as corporate or tax regulation (Cheffins and Thomas, 2004). Driven by these changes in the institutional and market environment, we observe a global trend toward the “Americanization of international pay practices,〞characterized by high incentives and very lucrative compensation mechanisms (e.g., Cheffins, 2003; Cheffins andThomas, 2004).Ironically, the spread of the US pay paradigm around the world happens when it is hotly debated at home. In particular, the critics are concerned with both the level of executive compensation packages and the use of equity incentive plans (Cheffins and Thomas, 2004). Critics stressed that US top managers, and particularly the CEOs, receive very lucrative compensation packages. The ’80s and ’90s saw an increa sing disparity between CEO’s pay and that of rank-and-file workers. Thanks to this effect, their direct compensation has become a hundred times that of an average employee (Hall and Liebman, 1998). The main determinants of the increasing level of CEOs’ and executives’ compensation are annual bonuses and, above all, stock option grants (Conyon and Murphy, 2000). Stock option plans have recently been criticized by scholars and public opinion because they characteristically are too generous and symptomatic of a managerial extraction of the firm’s value (Bebchuk et al., 2002; Bebchuk and Fried, 2006).In light of these recent events and of the increased tendency to adopt equity incentive plans, this paper aims at understanding the reasons behind the dissemination of stock option and stock granting plans outside the US and the UK.The choice to investigate this phenomenon in Italy relies on the following arguments. First, the large majority of previous studies analyze the evolution of executive compensation and equity incentive plans in the US and, to a smaller extent, in the UK. Second, ownership structure and governance practices in continental European countries are substantially different from the ones in Anglo-Saxon countries. Third, continental European countries, and Italy in particular, almost ignored the use of these instruments until the end of the ’90s.Our goal is to compare the explanatory power of three competing views on the diffusion of equity incentive plans: 1) the optimal contracting view, which states that compensation packages are designed to minimize agency costs between managers and shareholders (Jensen and Murphy, 1990); 2) the rent extraction view, which states that powerful insiders may influence the pay process for their own benefit (Bebchuk et al., 2002); and 3) the perceived-cost view (Hall and Murphy, 2003), which states thatcompanies may favor some compensation schemes for their (supposed or real)cost advantages.To this purpose, we conducted an empirical study on the reasons why Italian listed companies adopted equity incentive plans since the end of the ’90s. To gain a deep understanding of the phenomenon, we collected data and information both on the evolution of the national institutional environment in the last decade and on the diffusion and the characteristics (i.e., technical aspects and objectives) of equity incentive plans adopted by Italian listed companies in 1999 and 2005. We used both logit models and difference-of-means statistical techniques to analyze data. Our results show that: 1) firm size, and not its ownership structure, is a determinant of the adoption of these instruments; 2) these plans are not extensively used to extract company value, although a few cases suggest this possibility; and 3) plans’ characteristics are consistent with the ones defined by tax law to receive special fiscal treatment.Our findings contribute to the development of the literature on both the rationales behind the spreading of equity incentive schemes and the diffusion of new governance practices. They show, in fact, that equity incentive plans have been primarily adopted to take advantage of large tax benefits, and that in some occasions they may have been used by controlling shareholders to extract company value at the expense of minority shareholders. In other words, our findings suggest that Italian listed companies adopted equity incentive plans to perform a subtle form of decoupling. On the one hand, they declared that plans were aimed to align shareholders’ and managers’ interests and in centive value creation. On the other hand, thanks to the lack of transparency and previous knowledge about these instruments, companies used these mechanisms to take advantage of tax benefits and sometimes also to distribute a large amount of value to some powerful individuals. These results support a symbolic perspective on corporate governance, according to which the introduction of equity incentive plans please stakeholders –for their implicit alignment of interests and incentive to value creation –without implying a substantive improvement of governance practices.2.Corporate Governance in Italian Listed CompaniesItalian companies are traditionally controlled by a large blockholder (Zattoni, 1999). Banks and other financial institutions do not own large shareholdings and do not exert a significant influence on governance of large companies, at least as far as they are able to repay their financial debt (Bianchi, Bianco and Enriques, 2001). Institutional investors usually play a marginal role because of their limited shareholding, their strict connections with Italian banks, and a regulatory environment that does not offer incentives for their activism. Finally, the stock market is relatively small and undeveloped, and the market for corporate control is almost absent (Bianco, 2001). In short, the Italian governance system can be described as a system of “weak managers, strong blockholders, and unprotected minority shareholders〞(Melis, 2000: 354).The board of directors is tra ditionally one tier, but a shareholders’ general meeting must appoint also a board of statutory auditors as well whose main task is to monitor the directors’ performance (Melis, 2000). Further, some studies published in the ’90s showed that the board of di rectors was under the relevant influence of large blockholders. Both inside and outside directors were in fact related to controlling shareholders by family or business ties (Melis, 1999;2000; Molteni, 1997).Consistent with this picture, fixed wages have been the main ingredient of top managers’ remuneration, and incentive schemes linked to reaching medium to long term company goals have never been widely used (Melis, 1999). Equity incentive schemes adopted by Italian companies issue stocks to all employees unconditionally for the purpose of improving the company atmosphere and stabilizing the share value on the Stock Exchange. Only very few can be compared with stock option plans in the true sense of the term. Even in this case, however, directors and top managers were rarely evaluated through stock returns, because of the supposed limited ability of the Italian stock market to measure firm’s performance (Melis, 1999).3.The Evolution of Italian Institutional ContextThe institutional context in Italy has evolved radically in the last decade, creatingthe possibility for the dissemination of equity incentive plans. The main changes regarded the development of commercial law, the introduction and updating of the code of good governance, the issue of some reports encouraging the use of equity incentive plans, and the evolution of the tax law (Zattoni, 2006).Concerning the national law and regulations, some reforms in the commercial law (1998, 2003, and 2005) and the introduction (1999) and update (2002) of the national code of good governance contributed to the improvement of the corporate governance of listed companies (Zattoni, 2006). Financial markets and corporate law reforms improved the efficiency of the Stock Exchange and created an institutional environment more favorable to institutional investors’ activism (Bianchi and Enriques, 2005). At the same time the introduction and update of the code of good governance contributed to the improvement of governance practices at the board level. These reforms did not produce an immediate effect on governance practices of Italian listed companies, although they contributed to improve, slowly and with some delay, their governance standards (Zattoni, 2006).Beyond the evolution of governance practices, some changes in the institutional environment directly affected the diffusion and the characteristics of equity incentive plans. Both the white paper of the Ministry of the Industry and Foreign Commerce and the code of good governance issued by the national Stock Exchange invited companies to implement equity incentive plans in order to develop a value creation culture in Italian companies. Furthermore, in 1997 fiscal regulations were enacted allowing a tax exemption on the shares received through an equity incentive plan. According to the new regulation, which took effect on January 1, 1998, issuance of new stocks to employees by an employer or another company belonging to the same group did not represent compensation in kind for income tax purposes (Autuori 2001). In the following years, the evolution of tax rules reduced the generous benefits associated with the use of equity incentive plans, but also the new rules continued to favor the dissemination of these plans.Driven by these changes in the institutional context, equity incentive plans became widely diffused among Italian listed companies at the end of the ’90s (Zattoni,2006). Ironically, the diffusion of these instruments – in Italy and in other countries, such as Germany (Bernhardt, 1999), Spain (Alvarez Perez and Neira Fontela, 2005), and Japan (Nagaoka, 2005) – took place when they were strongly debated in the US for their unpredicted consequences and the malpractices associated with their use (Bebchuk et al., 2002).4.The Rationales Explaining the Adoption of Equity Incentive PlansEquity incentive plans are a main component of executive compensation in the US. Their use is mostly founded on the argument that they give managers an incentive to act in the shareholders’interests by providing a direct link between their compensation and firm stock-price performance (Jensen and Murphy, 1990). Beyond that, equity incentive plans also have other positive features, as they may contribute to the attraction and retention of highly motivated employees, encourage beneficiaries to take risks, and reduce direct cash expenses for executive compensation (Hall and Murphy, 2003).Despite all their positive features, the use of equity incentive plans is increasingly debated in the US. In particular, critics question their presumed effectiveness in guaranteeing the alignment of executives’ and shareholders’ interests. They point out that these instruments may be adopted to fulfill other objectives, such as to extract value at shareholders expenses (e.g., Bebchuk and Fried, 2006), or even to achieve a (real or perceived) reduction in compensation costs (e.g., Murphy, 2002). In summary, the actual debate indicates that three different rationales may explain the dissemination and the specific features of equity incentive plans:1) the optimal contracting view (Jensen and Murphy,1990 );2) the rent extraction view (Bebchuk et al., 2002); and 3)the perceived-cost view (Hall and Murphy, 2003).According to the optimal contracting view, executive compensation packages are designed to minimize agency costs between top managers (agents) and shareholders (principals) (Jensen and Meckling, 1976). The boards of directors are effective governance mechanisms aimed at maximizing shareholder value and the topmanagement’s compensati on scheme is designed to serve this objective (Fama and Jensen, 1983). Providing managers with equity incentive plans may mitigate managerial self-interest by aligning the interests of managers and shareholders (Jensen and Meckling, 1976). Following the alignment rationale, equity incentives may improve firm performance, as managers are supposed to work for their own and shareholders’ benefit (Jensen and Murphy, 1990). In short, these instruments are designed to align the interests of managers with those of shareholders, and to motivate the former to pursue the creation of share value (Jensen and Murphy, 1990).4.1 the principle of equity incentiveManagers and shareholders is a delegate agency relationship managers operating in assets under management, shareholders entrusted. But in fact, in the agency relationship, the contract between the asymmetric information, shareholders and managers are not completely dependent on the manager's moral self-discipline. The pursuit of the goals of shareholders and managers is inconsistent. Shareholders want to maximize the equity value of its holdings of managers who want to maximize their own utility, so the "moral hazard" exists between the shareholders and managers, through incentive and restraint mechanisms to guide and limit the behavior of managers.In a different way of incentives, wages based on the manager's qualification conditions and company, the target performance of a predetermined relatively stable in a certain period of time, a very close relationship with the company's target performance. Bonuses generally super-goal performance assessment to determine the part of the revenue manager performance is closely related with the company's short-term performance, but with the company's long-term value of the relationship is not obvious, the manager for short-term financial indicators at the expense of the company long-term interests. But from the point of view of shareholders' investment, he was more concerned with long-term increase in the value of the company. Especially for growth-oriented companies, the value of the manager's more to reflect the increase in the company's long-term value, rather than just short-term financialindicators.In order to make the managers are concerned about the interests of shareholders need to make the pursuit of the interests of managers and shareholders as consistent as possible. In this regard, the equity incentive is a better solution. By making the manager holds an equity interest in a certain period of time, to enjoy the value-added benefits of equity risk in a certain way, and to a certain extent, you can make managers more concerned about the long-term value of the company in the business process. Equity incentive incentive and restraint to prevent short-term behavior of the manager, to guide its long-term behavior.4.2 Equity Incentive mode(1) The performance of stockRefers to a more reasonable performance targets at the beginning of the year, if the incentive object to the end to achieve the desired goal, the company granted a certain number of shares or to extract a reward fund to buy company stock. The flow of performance shares realized that usually have the time and number restrictions. Another performance of the stock in the operation and role relative to similar long-term incentive performance units and performance stock difference is that the performance shares granted stock, performance units granted cash.(2) stock optionsRefers to a company the right to grant incentive target incentive object can purchase a certain amount of the outstanding shares of the Company at a predetermined price within a specified period may be waived this right. The exercise of stock options have the time and limit the number of cash and the need to motivate the objects on their own expenditure for the exercise. Some of our listed companies in the application of virtual stock options are a combination of phantom stock and stock options, the Company granted incentive object is a virtual stock options, incentive objects rights, phantom stock.(3) virtual stockThat the company awarded the incentive target a virtual stock incentive objectswhich enjoy a certain amount of the right to dividends and stock appreciation gains, but not ownership, without voting rights, can not be transferred and sold, expire automatically when you leave the enterprise.(4) stock appreciation rightsMeans the incentive target of a right granted to the company's share price rose, the incentive object can be obtained through the exercise with the corresponding number of stock appreciation gains, the incentive objects do not have to pay cash for the exercise, exercise, get cash or the equivalent in shares of companies .(5) restricted stockRefers to the prior grant incentive target a certain number of company shares, but the source of the stock, selling, etc. There are some special restrictions, generally only when the incentive object to accomplish a specific goal (eg, profitability), the incentive target in order to sell restricted stock and benefit from it.(6) The deferred paymentRefers to a package of salary income plan designed to motivate object, which part of the equity incentive income, equity incentive income was issued, but according to the fair market value of the company's shares to be converted into the number of shares after a certain period of time, the form of company stock or when the stock market value in cash paid to the incentive target.(7) the operator / employee-ownedMeans the incentive target to hold a certain number of the company's stock, the stock is a free gift incentive target, or object of company subsidy incentives to buy, or incentive target is self-financed the purchase. Incentive objects can benefit from appreciation in the stock losses in the devaluation of the stock.(8)Management / employee acquisitionMeans to leverage financing to the company's management or all employees to purchase shares of the Company, to become shareholders of the Company and other shareholders of risk and profit sharing, to change the company's ownership structure, control over the structure and asset structure, to achieve ownership business.(9) The book value appreciation rightsDivided into specific buy and virtual two. Purchase type refers to the incentive target in the beginning of the period per share net asset value of the actual purchase of a certain number of shares, end of period value of the net assets per share at the end of the period and then sold back to the company. Virtual type incentive target in the beginning of the period without expenditure of funds granted by the Company on behalf of the incentive target a certain number of shares calculated at the end of the period, according to the increment of the net assets per share and the number of shares in the name of the proceeds to stimulate the object, and accordingly to incentive target payment in cash.外文文献译文股权鼓励方案在意大利上市公司扩散过去的研究提醒了管理者薪酬在盎格鲁撒克逊国家和其他国家相比的差异〔例如，贝舒克，弗莱德和瓦尔克，2002；柴芬斯和托马斯，2004；萨特尼，2007〕。

金融英语试题及答案一、选择题（每题2分，共20分）1. The term "equity" in finance refers to:A. DebtB. Ownership interest in a companyC. A type of loanD. A financial statement2. Which of the following is not a type of financial derivative?A. FuturesB. OptionsC. StocksD. Swaps3. The process of evaluating the creditworthiness of a borrower is known as:A. Credit analysisB. Market analysisC. Risk managementD. Portfolio management4. In the context of finance, what does "leverage" mean?A. The use of borrowed funds to increase the potential return of an investmentB. The ratio of a company's assets to its liabilitiesC. The process of selling securities to the publicD. The ability to buy or sell securities without owningthem5. A bond that pays no periodic interest but is issued at a discount to its face value is called:A. A zero-coupon bondB. A coupon bondC. A convertible bondD. A junk bond6. Which of the following is a measure of a company's ability to meet its short-term obligations?A. Current ratioB. Debt-to-equity ratioC. Return on equity (ROE)D. Earnings per share (EPS)7. The term structure of interest rates refers to the relationship between:A. The risk of an investment and its expected returnB. The maturity of a debt instrument and its yieldC. The size of a company and its market shareD. The economic cycle and the stock market performance8. A financial instrument that allows the holder to buy or sell an asset at a specified price within a specific time period is known as:A. A futureB. A forwardC. An optionD. A swap9. In finance, the term "carry trade" refers to:A. Borrowing money at a low interest rate to invest in a higher-yielding assetB. The practice of selling securities shortC. The strategy of buying and holding stocks for long periodsD. The process of hedging against currency fluctuations10. The primary market is where:A. Securities are first offered to the publicB. Securities are traded after they have been issuedC. Companies buy back their own sharesD. Investors can purchase commodities二、填空题（每空1分，共10分）11. The ________ is the difference between the bid price and the ask price of a security.12. A ________ is a financial institution that accepts deposits and provides loans.13. The ________ is the process of buying and selling securities on the same day.14. The ________ is the risk that the value of an asset will decrease due to market conditions.15. A ________ is a financial statement that shows a company's financial performance over a specific period.16. The ________ is the risk that a borrower will not repay a loan.17. A ________ is a type of investment fund that pools money from many investors to purchase a diversified portfolio of assets.18. The ________ is the potential for an asset's value toincrease or decrease.19. The ________ is the process of determining the value of a business or business assets.20. A ________ is a financial instrument that represents ownership in a company.三、简答题（每题5分，共30分）21. Explain the concept of "leverage" in finance.22. What is the difference between a "mutual fund" and a "hedge fund"?23. Describe the role of a "stock exchange" in the financial markets.24. What is "risk management" and why is it important in finance?四、论述题（每题20分，共40分）25. Discuss the impact of "inflation" on different types of investments.26. Analyze the importance of "corporate governance" in ensuring the long-term success of a company.答案：一、1. B2. C3. A4. A5. A6. A7. B8. C9. A10. A二、11. Spread12. Bank13. Day trading14. Market risk15. Income statement16. Credit risk17. Mutual fund18. Volatility19. Valuation20. Stock三、21. Leverage in finance refers to the use of borrowed money to finance investments, with the goal of increasing potential returns. However, it。

2024年研究生考试考研英语(二204)复习试题与参考答案一、完型填空（10分）Section A: Reading Comprehension (Part A: Multiple Choice Questions)In this section, there is a passage with 20 blanks. For each blank in the passage, there are four choices marked A, B, C, and D. You should choose the ONE that best fits into the passage.The world of fashion is an ever-changing landscape, where trends come and go with the speed of light. The following passage explores the dynamics of this dynamic industry.Fashion designers often work under immense pressure to keep up with the latest trends. The competition to create unique and eye-catching designs is fierce. (1)________, they are expected to produce new collections every few months, which can be quite a challenge.1.A. Despite this high demandB. Because of this high demandC. However, this high demandD. In order to meet this high demandFashion weeks, held in major cities around the world, are where new trendsare showcased to the public. (2)________, these events are a mix of glamour and chaos, attracting thousands of fashion enthusiasts and industry professionals.2.A. ConsequentlyB. MoreoverC. HoweverD. NeverthelessDesigners must be aware of the cultural and social contexts of their audiences to create designs that resonate. (3)________, understanding consumer behavior is crucial in the fashion industry.3.A. FurthermoreB. In contrastC. MoreoverD. NonethelessThe process of creating a new collection is both creative and logistical. First, designers brainstorm ideas and sketch their concepts. (4)________, they need to source fabrics, materials, and accessories.4.A. NextB. ThereforeC. HoweverD. Moreover(5)________, designers must also consider the sustainability and ethical aspects of their work.B. ConsequentlyC. HoweverD. MoreoverOnce the collection is complete, it is presented to buyers, who decide whether to purchase the designs for their stores. (6)________, this stage is critical to a designer’s success.6.A. As a resultB. MoreoverC. HoweverD. ConsequentlyFashion is not just about clothing; it is a reflection of personal style and identity. (7)________, it can also be a powerful statement about social issues and causes.7.A. AlthoughB. HoweverC. MoreoverD. FurthermoreThe impact of social media on the fashion industry cannot be overstated. Platforms like Instagram and TikTok have given designers a global audience and a direct line to consumers. (8)________, this has transformed the way fashion trends are discovered and followed.B. ConsequentlyC. HoweverD. MoreoverFashion is a global industry, but it is also deeply rooted in local cultures.(9)________, designers must balance the desire to be innovative with the need to respect and incorporate traditional elements.9.A. ConsequentlyB. MoreoverC. HoweverD. NeverthelessThe economic aspect of the fashion industry is significant, with billions of dollars spent on clothing and accessories each year. (10)________, the industry faces challenges such as overproduction and waste.10.A. AdditionallyB. ConsequentlyC. HoweverD. MoreoverAnswers:1.A2.B3.A4.A5.A6.A7.C8.A9.B10.C二、传统阅读理解（本部分有4大题，每大题10分，共40分）第一题Reading PassageIn the wake of the global financial crisis, there has been a growing interest in the role of corporate governance in shaping a company’s financial performance. Corporate governance refers to the system by which businesses are directed and controlled. It in cludes the relationships between a company’s management, its board, its shareholders, and other stakeholders. The effectiveness of corporate governance has become a key issue for investors and regulators alike.The crisis exposed several weaknesses in the traditional models of corporate governance, particularly those that rely heavily on external oversight. Critics argue that such models are prone to conflicts of interest, lack transparency, and can be influenced by short-term financial pressures. In contrast, somescholars advocate for a more inclusive approach that involves a stronger role for shareholders and a focus on long-term value creation.The following passage discusses the impact of corporate governance on a company’s financial performance.PassageThe impact of corporate governance on a company’s financial performance is a topic of considerable debate. Studies have shown that well-governed companies tend to outperform their poorly governed counterparts. This is attributed to several factors. Firstly, effective governance structures ensure that decisions are made with the best interests of shareholders in mind. Secondly, strong corporate governance promotes accountability and transparency, which can enhance investor confidence. Lastly, good governance practices often lead to better risk management and strategic planning.However, the relationship between corporate governance and financial performance is complex and multifaceted. It is not always the case that better governance leads to better financial results. For instance, excessive shareholder activism can disrupt management and hinder the company’s ability to execute its business strategy. Moreover, the quality of governance can vary significantly across different industries and regions.1、What is the main focus of the passage?A. The causes of the global financial crisisB. The effectiveness of traditional corporate governance modelsC. The role of shareholders in corporate governanceD. The relationship between corporate governance and financial performance2、According to the passage, what is one factor that contributes towell-governed companies outperforming others?A. Lack of shareholder activismB. Strong corporate governance structuresC. Short-term financial pressuresD. Excessive oversight by external bodies3、Which of the following is NOT mentioned as a factor contributing to better financial performance?A. AccountabilityB. TransparencyC. Strategic planningD. Long-term financial planning4、What does the passage suggest about the relationship between corporate governance and financial performance?A. It is always a positive correlation.B. It is complex and multifaceted.C. It is influenced by shareholder activism.D. It is only relevant in well-governed companies.5、The author’s attitude towards the effectiveness of traditional corporate governance models can be best described as:A. SkepticalB. SupportiveC. IndifferentD. CriticalAnswers1、D2、B3、D4、B5、D第二题Passage:The digital age has revolutionized the way we communicate and access information. With the advent of the internet and social media, the traditional newspaper industry has faced significant challenges. One such challenge is the declining circulation of print newspapers. This essay explores the reasons behind the decline and discusses the impact it has on journalism and society.In the past, newspapers were the primary source of news and information for most people. They provided comprehensive coverage of local, national, and international events. However, the rise of the internet has changed the landscape. People now have access to news and information at their fingertips, often from sources that are not as reliable as traditional newspapers. This shifthas led to a decrease in print newspaper circulation.Several factors contribute to the decline of print newspapers. Firstly, the internet offers convenience and speed. People can get news updates in real-time, without the need to wait for the morning newspaper to arrive. Secondly, the cost of purchasing a newspaper is a significant factor. Many people find it more cost-effective to access news online for free. Lastly, the traditional newspaper format is often considered outdated by younger generations, who are more accustomed to digital media.The decline of print newspapers has had a profound impact on journalism. With reduced circulation, newspapers are facing financial difficulties, which can lead to cutbacks in staff and resources. This, in turn, can result in a loss of quality and diversity in news reporting. Additionally, the decline of print newspapers has implications for the democratic process. Informed citizens are essential for a healthy democracy, and the availability of diverse news sources is crucial for fostering an informed electorate.Despite the challenges, there is hope for the future of journalism. Many newspapers have adapted by embracing digital technologies. They are investing in online platforms and mobile applications to reach a wider audience. Some have even started experimenting with virtual reality to provide immersive news experiences. These innovations may help newspapers survive and thrive in the digital age.Questions:1、What is the main topic of the passage?A. The benefits of digital media over print mediaB. The challenges faced by the traditional newspaper industryC. The impact of the internet on news consumption habitsD. The future of journalism in the digital age2、Which of the following is NOT mentioned as a contributing factor to the decline of print newspapers?A. The convenience and speed of the internetB. The cost of purchasing a newspaperC. The preference for digital media among younger generationsD. The quality of news reporting in print newspapers3、According to the passage, what is the potential consequence of the decline in newspaper circulation?A. An increase in the number of reliable news sources onlineB. A loss of quality and diversity in news reportingC. A more informed and engaged citizenryD. A decrease in the number of journalists4、How are newspapers adapting to the digital age according to the passage?A. By reducing their staff and resourcesB. By embracing digital technologies and online platformsC. By focusing on local news and community engagementD. By charging for access to their online content5、What is the author’s overall tone regarding the future of journalism?A. PessimisticB. OptimisticC. IndifferentD. ConfusedAnswers:1、B2、D3、B4、B5、B第三题The following is a passage from a recent article on the impact of technology on education. Read the passage carefully and answer the questions that follow.Technology has revolutionized the way we live, work, and learn. In the realm of education, the integration of technology has brought about significant changes. One of the most notable advancements is the use of online learning platforms, which have become increasingly popular among students and educators alike. These platforms offer flexibility, convenience, and access to a vast array of resources. However, despite these benefits, there are concerns about the effectiveness of online learning and its impact on traditional educational methods.Online learning platforms provide students with the opportunity to study at their own pace and from the comfort of their homes. This flexibility is particularly appealing to working professionals who wish to further their education without interrupting their careers. Moreover, these platforms often feature interactive elements such as videos, quizzes, and forums, which enhance the learning experience. Educators also benefit from these tools, as they can reach a wider audience and provide personalized feedback to students.Despite the advantages, some argue that the lack of face-to-face interaction in online learning can hinder the development of crucial skills such as critical thinking and communication. Traditional classroom settings offer a dynamic environment where students can engage in discussions, ask questions, and learn from each other. Furthermore, the social aspects of education, such as teamwork and networking, are often diminished in online environments.1、What is one significant advantage of online learning platforms mentioned in the passage?2、How do online learning platforms benefit educators?3、What is a concern expressed about online learning in terms of student development?4、According to the passage, what is often diminished in online environments?5、What is the author’s overall stance on the impact of technology on education?1、The opportunity to study at one’s own pace and from the comfort of their homes.2、The ability to reach a wider audience and provide personalized feedback to students.3、The lack of face-to-face interaction can hinder the development of crucial skills such as critical thinking and communication.4）The social aspects of education, such as teamwork and networking.5）The author acknowledges the benefits of technology in education but also expresses concerns about its impact on traditional methods and student development.第四题Passage:The rise of the internet has had a profound impact on the way people communicate, access information, and conduct business. One of the most significant changes brought about by the internet is the shift from traditional, print-based media to digital, online media. This shift has been particularly noticeable in the realm of news reporting and consumption. While traditional media outlets like newspapers and magazines have been slow to adapt, the rise of online news platforms has transformed the industry.1、The first paragraph primarily discusses:A. The negative effects of the internet on traditional media.B. The impact of the internet on various aspects of human life.C. The transformation of the news industry due to the internet.D. The slow adaptation of traditional media outlets to the internet.2、The word “profound” in the first sentence is closest in meaning to:A. Temporary.B. Shallow.C. Deep.D. Irrelevant.3、Which of the following is NOT mentioned as a change brought about by the internet in the first paragraph?A. The way people communicate.B. The way people access information.C. The way people consume media.D. The way people write letters.4、The phrase “slow to adapt” in the second paragraph suggests that:A. Traditional media outlets have quickly embraced the internet.B. Traditional media outlets have been resistant to change.C. Traditional media outlets are the fastest-growing segment of the industry.D. Traditional media outlets have been more successful than online platforms.5、The author’s tone throughout the passage can best be described as:A. Critical.B. Objective.C. Supportive.D. Enthusiastic.Answers:1、C2、C3、D4、B5、B三、阅读理解新题型（10分）Passage:Astronomy, the study of the universe, has always been a popular field of research. With the advancement of technology, we have been able to explore the cosmos and uncover many fascinating facts about our universe. One of the most intriguing discoveries is the existence of exoplanets, or planets outside our solar system. These planets have different characteristics and environments compared to those in our solar system, which makes them a subject of great interest for scientists.Exoplanets come in various sizes and orbit their stars at different distances. Some of them are located in the habitable zone, where conditions mightallow for the existence of liquid water on their surfaces. This has sparked a hope that we might find signs of life on these distant worlds. However, the search for life on exoplanets is not an easy task, as the conditions on these planets can be extremely harsh.To study exoplanets, scientists use a variety of techniques, including the transit method, the radial velocity method, and the direct imaging method. The transit method involves observing the brightness of a star as an exoplanet passes in front of it, which can reveal the size and orbit of the planet. The radial velocity method measures the tiny wobbles of a star caused by the gravitational pull of an orbiting exoplanet, allowing scientists to estimate its mass. The direct imaging method is the most challenging but provides detailed information about the planet’s surface, atmosphere, and orbit.Despite the progress made in exoplanet research, there are still many challenges ahead. One of the challenges is the difficulty in observing exoplanets due to their immense distance from Earth. Another challenge is the limited information we have about these planets, as most of the data comes from indirect observations. However, as technology continues to improve, scientists are optimistic that we will be able to overcome these challenges and learn more about the mysterious exoplanets.Questions:1.What is the main topic of the passage?a) The history of astronomyb) The existence of exoplanetsc) The challenges of studying exoplanetsd) The different methods used to study exoplanets2.Why are exoplanets of great interest to scientists?a) They are easier to study than planets in our solar systemb) They might contain signs of lifec) They have unique characteristics and environmentsd) They are located in the habitable zone3.According to the passage, what is the transit method used for?a) Measuring the mass of an exoplanetb) Observing the surface of an exoplanetc) Estimating the size and orbit of an exoplanetd) Measuring the wobbles of a star4.What is one of the challenges in studying exoplanets?a) The difficulty in observing them due to their distance from Earthb) The limited information we have about these planetsc) The harsh conditions on exoplanetsd) The limited technology available for studying exoplanets5.What can be concluded about the future of exoplanet research from the passage?a) It will be abandoned due to the challenges involvedb) It will be limited to indirect observations onlyc) It will continue to progress as technology improvesd) It will be focused on studying only the planets in our solar systemAnswers:1.b2.b3.c4.a5.c四、翻译（本大题有5小题，每小题3分，共15分）第一题Translate the following Chinese passage into English.中文段落：随着互联网技术的飞速发展，人们的生活方式发生了翻天覆地的变化。

公司治理原则 2015 英文ENGLISH ANSWER:Corporate Governance Principles 2015。

Key Principles.Board Leadership: The board of directors is ultimately responsible for the governance of the company. The board should be composed of independent directors who arequalified and experienced. The board should also be diverse and inclusive, reflecting the company's stakeholders.Board Oversight: The board of directors is responsible for overseeing the management of the company. This includes setting the company's strategy, approving major transactions, and monitoring the company's performance.Risk Management: The board of directors is responsible for managing the company's risks. This includes identifying,assessing, and mitigating risks that could harm the company.Internal Control: The company should have a system of internal controls to ensure that the company's assets are protected and that the company's financial information is accurate.Disclosure and Transparency: The company shoulddisclose all material information to its shareholders and other stakeholders. This includes information about the company's financial performance, its risks, and its governance practices.Stakeholder Engagement: The company should engage with its stakeholders, including shareholders, employees, customers, suppliers, and the community. This engagement should be open, transparent, and constructive.Benefits of Good Corporate Governance.Good corporate governance can provide a number of benefits to a company, including:Improved financial performance: Companies with good corporate governance tend to have better financial performance than companies with poor corporate governance.Reduced risk: Companies with good corporate governance are less likely to experience financial distress or other types of risk.Increased shareholder value: Companies with good corporate governance tend to have higher shareholder value than companies with poor corporate governance.Improved reputation: Companies with good corporate governance have a better reputation than companies with poor corporate governance.Greater trust: Companies with good corporate governance are more likely to be trusted by their stakeholders.Conclusion.Corporate governance is essential for the success of any company. Good corporate governance can provide a number of benefits, including improved financial performance, reduced risk, increased shareholder value, and improved reputation.CHINESE ANSWER:公司治理原则 2015。

/中华会计网校会计人的网上家园Corporate GovernanceACCA F9考试：Corporate GovernanceCorporate governance—the system by which companies are directed and controlled. The objective of corporate governance may be considered as the reduction of agency costs to a level acceptable to shareholders.1 Principles of Good GovernanceVarious countries have developed their own codes on corporate governance. Although detailed knowledge of specific codes is not required, candidates should have an awareness of the main principles that underlie these codes:■Every company should be headed by an effective board which should lead and control the company.■There should be a clear division of responsibilities at the head of the company between running the board (chairman) and running the business (CEO); no single individual should dominate.■The board should have a balance of executive and independent non-executive directors.■All directors should be required to submit themselves for reelection on a regular basis.■Remuneration committees should be comprised of independent non-executive directors.■Remuneration committees should provide the packages needed to attract, retain and motivate executive directors and avoid paying more.■No director should be involved in setting his own remuneration.■The board should maintain a solid system of internal control to safeguard shareholders' investment and the company's assets.2 Government RegulationsThe UK Combined Code is included in the Listing Rules of the London Stock Exchange. Although compliance is not obligatory, any listed company which does not comply with the CombinedCode must explain its reasons for non-compliance.The US Sarbanes–Oxley Act applies to all companies listed on a US stock market, including their foreign subsidiaries. Compliance is mandatory.。

Title SheetThe Report QuestionCorporate governance，how a company is run，is becoming an important issue for companies to consider due to numerous recent high—profile corporate failures. As a result, businesses are starting to use a corporate governance statement as a way to communicate their corporate governance practices and promote their ethical credentials to interested parties, such as shareholders. This statement is often incorporated into the company's annual report. To assist with the development of good corporate governance and clear corporate governance statements the ASX Corporate Governance Council has developed a set of principles and recommendations to guide companies。

What is corporate governance and why is it an important issue for companies? Select the principles in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations that are most relevant to your BABC001 industry。