CEO的薪酬、变动和企业战略毕业外文翻译.docxVIP

CEO Compensation, Change, and Corporate Strategy We have created a cult of leadership that far exceeds anything that existed decades ago. What we are getting now, very dangerously, is what I call a dramatic style of managing; the great merger, the great downsizing, the massive brilliant new strategy. So we get all these massive mergers, fire, brimstone and drama, because you can，t say to the stock analysts, we9re getting our logistics all straightened out, we9re going to be much more efficient at throughput to the customer/9 They start to yawn. (Mintzberg, 2000) The problems resulting from separation of ownership and control have long been recognized in the corporate governance and corporate finance literature (See, e.g., Berle and Means (1932), Jensen (1986), Hart (1995), Shleifer and Vishny (1997)). Mintzbergs analysis of the cult of leadership has three elements: (i) companies need to change and adapt; (ii) the CEO, rather than the shareholders, has power to decide on the direction of change (the strategy); and, (iii) the CEO may not select the optimal kind of change (for shareholder value) - it may be overly dramatic. In this paper, we study this idea from the perspective of the corporate governance literature, that is, using agency theory. Note that much of this literature has used an incomplete contracting approach (HartJ 995), and each of the three elements in Mintzberg5s argument suggests contractual incompleteness. This is the approach we take here. Standard agency theory takes as given the existence of an incentive problem? The principal and agent agree on a (constrained) optimal contract, and then the agent goes to work on the problem. One feature of CEO compensation that is clearly different from this standard agency model is the fact that the contract is adjusted over time to reflect the evolution of the performance and its strategic direction. There is an annual pay-setting round at which options and incentive plans are renegotiated. Also, since he or