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A After a number of serious failures of governance (that is, how they are managed at the highest level), companies in Britain, as well as elsewhere, should consider radical changes to their directors’ roles. 在经历了一系列最高管理层的重大失败之后，英国的公司，以及其他地区的公司，应该考虑对其董事做出重大改变。 It is clear that the role of a board director today is not an easy one. 很显然现在做一名董事不是一件容易的事。 Following the 2008 financial meltdown, which resulted in a deeper and more prolonged period of economic downturn than anyone expected, the search for explanations in the many post-mortems of the crisis has meant blame has been spread far and wide. 伴随着08年金融危机及其之后的超出所有人预期的深远而持久的经济衰退，事后调查为了追寻一个合理的解释，多方都受到了责难。 Governments, regulators, central banks and auditors have all been in the frame. 政府，监管者，中央银行和审计者都难辞其咎。 The role of bank directors and management and their widely publicised failures have been extensively picked over and examined in reports, inquiries and commentaries. 银行董事和管理层所犯的错误在报刊杂志中被大肆渲染和检查。

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B The knock-on effect of this scrutiny has been to make the governance of companies in general an issue of intense public debate and has significantly increased the pressures on, and the responsibilities of, directors. 这种审查带来的连锁反应让公司管理变成了一场剧烈的公共辩论，也极大地增加了董事们的压力和责任。 At the simplest and most practical level, the time involved in fulfilling the demands of a board directorship has increased significantly, calling into question the effectiveness of the classic model of corporate governance by part-time, independent non-executive directors. 在最简单也最实际的层面上，董事完成工作职责所花费的时间大大增加了，而传统的董事会由兼职的独立非执行董事所组成，它的有效性受到了质疑。 Where once a board schedule may have consisted of between eight and ten meetings a year, in many companies the number of events requiring board input and decisions has dramatically risen. 过去董事会一年会有八到十次会议，如今这一数量大幅度增加。 Furthermore, the amount of reading and preparation required for each meeting is increasing. 而且，针对每次会议的阅读和准备时间都有所增加。 Agendas can become overloaded and this can mean the time for constructive debate must necessarily be restricted in favour of getting through the business. 被塞满的会议日程意味着建设性辩论的时间要让位于完成工作。

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C Often, board business is devolved to committees in order to cope with the workload, which may be more efficient but can mean that the board as a whole is less involved in fully addressing some of the most important issues. 通常，为了完成工作量，董事会的工作会被移交给委员会处理，这样做更有效率但会减少董事会在最重要议题上的参与程度。 It is not uncommon for the audit committee meeting to last longer than the main board meeting itself. 通常，审计委员会会议的持续时间要比董事会会议更久。 Process may take the place of discussion and be at the expense of real collaboration, so that boxes are ticked rather than issues tackled. 过程取代了讨论，从而牺牲了真正的通力合作，所以只是例行公事而没有真正解决问题。

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D A radical solution, which may work for some very large companies whose businesses are extensive and complex, is the professional board, whose members would work up to three or four days a week, supported by their own dedicated staff and advisers. 对于从事广泛且复杂业务的大型公司来说，职业化的董事会是一个激进的解决方案，这些成员每周工作三到四天，拥有专职的员工和顾问。 There are obvious risks to this and it would be important to establish clear guidelines for such a board to ensure that it did not step on the toes of management by becoming too engaged in the day-to-day running of the company. 这么做也有明显的风险，董事对于公司日常运营过分投入，可能会与管理层发生冲突，因此要制定明确的规章制度。 Problems of recruitment, remuneration and independence could also arise and this structure would not be appropriate for all companies. 这样也会引起招聘、报酬和独立性相关的问题，因此不是所有的公司都适合。 However, more professional and better-informed boards would have been particularly appropriate for banks where the executives had access to information that part-time non-executive directors lacked, leaving the latter unable to comprehend or anticipate the 2008 crash. 然而，更职业化和更消息灵通的董事却正是拥有获取信息途径的银行所需要的，而这类信息恰恰是兼职的非执行董事所缺乏的，因而他们也无法理解和预见到08年的崩盘。

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E One of the main criticisms of boards and their directors is that they do not focus sufficiently on longer-term matters of strategy, sustainability and governance, but instead concentrate too much on short-term financial metrics. 对于董事会和董事的主要批评之一是他们太注重短期的财务指标，而没有重视公司长远的策略、可持续性和管理。 Regulatory requirements and the structure of the market encourage this behaviour. 管理要求和市场结构鼓励了这种行为。 The tyranny of quarterly reporting can distort board decision-making, as directors have to ’make the numbers’ every four months to meet the insatiable appetite of the market for more data. 残酷的季度报表会影响董事会的决策，因为董事每四个月就要做出满足不断增长的市场需求的数据。 This serves to encourage the trading methodology of a certain kind of investor who moves in and out of a stock without engaging in constructive dialogue with the company about strategy or performance, and is simply seeking a short- term financial gain. 这催生了一种特殊的投资者，他们不参与有关公司的策略和表现的建设性讨论，而只根据短期经济利益来买进和卖出股票。 This effect has been made worse by the changing profile of investors due to the globalisation of capital and the increasing use of automated trading systems. 而由于资本的全球化和广泛使用的自动贸易系统而导致的投资者嬗变则进一步加剧了这一负面影响。 Corporate culture adapts and management teams are largely incentivized to meet financial goals. 随着企业文化的适应性转变，管理层有充分的动机去完成财务指标。

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F Compensation for chief executives has become a combat zone where pitched battles between investors, management and board members are fought, often behind closed doors but increasingly frequently in the full glare of press attention. 投资人、管理层和董事会成员通常会关起门来对首席执行官的报酬进行一场明争暗斗，但媒体对于这种事情的关注度越来越高。 Many would argue that this is in the interest of transparency and good governance as shareholders use their muscle in the area of pay to pressure boards to remove underperforming chief executives. 很多人认为这样的曝光对于透明性和管理有好处，因为股东们可以迫使董事会裁掉表现不佳的首席执行官。 Their powers to vote down executive remuneration policies increased when binding votes came into force. 随着约束力投票的生效，他们在决定执行官报酬这件事上话语权更大了。 The chair of the remuneration committee can be an exposed and lonely role, as Alison Carnwath, chair of Barclays Bank’s remuneration committee, found when she had to resign, having been roundly criticised for trying to defend the enormous bonus to be paid to the chief executive; the irony being that she was widely understood to have spoken out against it in the privacy of the committee. 报酬委员会主席是个被曝光且孤独的角色，对此巴克莱银行的报酬委员会主席Alison Carnwath深有体会，她因为试图维护执行官的高额报酬而受到广泛批评，不得不辞职，但讽刺的是委员会私底下都知道她是非常反对这一高额报酬的。

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G The financial crisis stimulated a debate about the role and purpose of the company and a heightened awareness of corporate ethics. 金融危机激发了对于公司角色和目的的热烈讨论，也提升了企业道德的意识。 Trust in the corporation has been eroded and academics such as Michael Sandel, in his thoughtful and bestselling book What Money Can’t Buy, are questioning the morality of capitalism and the market economy. 企业中的信任受到了侵蚀，Michael Sandel在他富于思考性的畅销书《金钱买不到什么》中质疑了资本主义的道德规范和市场经济。 Boards of companies in all sectors will need to widen their perspective to encompass these issues and this may involve a realignment of corporate goals. 所有企业的董事会都要拓宽他们的视野，来正确应对这些问题，包括重新设定企业目标。 We live in challenging times. 我们生活在充满挑战性的时代。