专升本
We came finally（）the conclusion that she has been telling lies all the time.Aof Binto Cto Dat
题目
Aof
Binto
Cto
Dat
相似问题和答案
第1题：
A.has been reading
B.had read
C.is reading
D.read
第2题：
3 Mary Hobbes joined the board of Rosh and Company, a large retailer, as finance director earlier this year. Whilst she
was glad to have finally been given the chance to become finance director after several years as a financial
accountant, she also quickly realised that the new appointment would offer her a lot of challenges. In the first board
meeting, she realised that not only was she the only woman but she was also the youngest by many years.
Rosh was established almost 100 years ago. Members of the Rosh family have occupied senior board positions since
the outset and even after the company’s flotation 20 years ago a member of the Rosh family has either been executive
chairman or chief executive. The current longstanding chairman, Timothy Rosh, has already prepared his slightly
younger brother, Geoffrey (also a longstanding member of the board) to succeed him in two years’ time when he plans
to retire. The Rosh family, who still own 40% of the shares, consider it their right to occupy the most senior positions
in the company so have never been very active in external recruitment. They only appointed Mary because they felt
they needed a qualified accountant on the board to deal with changes in international financial reporting standards.
Several former executive members have been recruited as non-executives immediately after they retired from full-time
service. A recent death, however, has reduced the number of non-executive directors to two. These sit alongside an
executive board of seven that, apart from Mary, have all been in post for over ten years.
Mary noted that board meetings very rarely contain any significant discussion of strategy and never involve any debate
or disagreement. When she asked why this was, she was told that the directors had all known each other for so long
that they knew how each other thought. All of the other directors came from similar backgrounds, she was told, and
had worked for the company for so long that they all knew what was ‘best’ for the company in any given situation.
Mary observed that notes on strategy were not presented at board meetings and she asked Timothy Rosh whether the
existing board was fully equipped to formulate strategy in the changing world of retailing. She did not receive a reply.
Required:
(a) Explain ‘agency’ in the context of corporate governance and criticise the governance arrangements of Rosh
and Company. (12 marks)
(a) Defining and explaining agency
Agency is defined in relation to a principal. A principal appoints an agent to act on his or her behalf. In the case of corporate
governance, the principal is a shareholder in a joint stock company and the agents (that have an agency relationship with
principals) are the directors. The directors remain accountable to the principals for the stewardship of their investment in the
company. In the case of Rosh, 60% of the shares are owned by shareholders external to the Rosh family and the board has
agency responsibility to those shareholders.
Criticisms of Rosh’s CG arrangements
The corporate governance arrangements at Rosh and Company are far from ideal. Five points can be made based on the
evidence in the case.
There are several issues associated with the non-executive directors (NEDs) at Rosh. It is doubtful whether two NEDs are
enough to bring sufficient scrutiny to the executive board. Some corporate governance codes require half of the board of larger
companies to be non-executive and Rosh would clearly be in breach of such a requirement. Perhaps of equal concern, there
is significant doubt over the independence of the current NEDs as they were recruited from retired executive members of the
board and presumably have relationships with existing executives going back many years. Some corporate governance codes
(such as the UK Combined Code) specify that NEDs should not have worked for the company within the last five years. Again,
Rosh would be in breach of this provision.
Succession planning for senior positions in the company seems to be based on Rosh family membership rather than any
meritocratic approach to appointments (there doesn’t appear to be a nominations committee). Whilst this may have been
acceptable before the flotation when the Rosh family owned all of the shares, the flotation introduced an important need for
external scrutiny of this arrangement. The lack of NED independence makes this difficult.
There is a poor (very narrow) diversity of backgrounds among board members. Whilst diversity can bring increased conflict,
it is generally assumed that it can also stimulate discussion and debate that is often helpful.
There is a somewhat entrenched executive board and Mary is the first new appointment to the board in many years (and is
the first woman). Whilst experience is very important on a board, the appointment of new members, in addition to seeding
the board with talent for the future, can also bring fresh ideas and helpful scrutiny of existing policies.
There is no discussion of strategy and there is evidence of a lack of preparation of strategic notes to the board. The assumption
seems to be that the ‘best’ option is obvious and so there is no need for discussion and debate. Procedures for preparing
briefing notes on strategy for board meetings appear to be absent. Most corporate governance codes place the discussion and
setting of strategy as a high priority for boards and Rosh would be in breach of such a provision.
There is no evidence of training for Mary to facilitate her introduction into the organisation and its systems. Thorough training
of new members and ongoing professional development of existing members is an important component of good governance.
第3题：
In any ease, as she kept telling herself, it was all probably a misunderstanding, there was surely nothing to it.
她不停地对自己说，不管怎样，它很可能是误会，肯定没有什么大不了的。
第4题：
A. Having been spent all the money
B. All the money having been spent
C. We spent all the money
D. All the money was spent
第5题：
A、would have been
B、would be
C、will have been
D、will be
第6题：
________ many times, he finally understood it.
A. Told B. Telling C. Having told D. Having been told
第7题：
All _____ is sheer nonsense. We must find a way out right now.
A. what has been said
B. the things
C. that has been said
D. of has been said
第8题：
A.figure out
B.catch on
C.set out
D.work on
第9题：
A、have had worked
B、have been working
C、are working
D、work
第10题：
A. awarded
B. was awarded
C. has been awarded
D. had been awarded