英语翻译This analysis is particularly applicable to mutual funds

英语翻译
This analysis is particularly applicable to mutual funds.The SEC's requirement for a supermajority of independent directors on the boards of mutual funds was a response to the late-trading scandals that were exposed in 2003.These scandals revealed that some investment managers of mutual funds were permitting favored clients to trade in the fund's shares after the markets had closed,and thus with information about whether a fund's net asset value had risen or fallen.Before the adoption of this rule,funds were only required to have a majority of independent directors.Although there is evidence that funds with non-independent chairs show better performance than funds with independent chairs,the SEC has contended that the purpose of the supermajority requirement is to achieve better compliance,not to achieve better performance.
Yet whether the rule will have this result is questionable.Will independent directors have access to--or the incentive to seek--the information that would allow them to discover and prevent misdeeds such as late-trading?No independent directors were ever charged with malfeasance or negligence because late-trading was permitted in the shares of their funds; indeed,in every case,late-trading by favored clients was permitted by investment advisers,without the knowledge of the independent directors of the funds involved.If these funds had all had independent chairs and a supermajority of independent directors,as now required by the SEC,there is no reason to believe that this would have prevented wrongdoing by the adviser.The fact is,the only directors who had an opportunity to discover and prevent late-trading were directors of the funds who were employed by the investment adviser,and thus would be considered inside directors.These insiders would also have had the incentive to prevent late-trading or other wrongdoing because they would have suffered financially--and might in fact have been held liable themselves--when the wrongdoing was discovered.No one knows in how many cases inside officers and employees of investment advisers discovered and stopped late-trading or other misbehavior before it affected the funds themselves.
Unfortunately,as more and more independent directors are chosen by a committee of other independent directors--another of the “reforms” that is widely praised by corporate governance specialists--the gap between the ideal and the reality is likely to widen.Experience with human nature suggests that positions as independent directors will become political prizes,awarded by existing independent directors to their friends; independent directors could become bureaucrats,protecting their turf and prerogatives from management but uninterested in extending themselves to improve the company's performance or its governance.
Conclusion

这种分析是特别适用于共同基金.美国证券交易委员会对独立董事对共同基金的议会绝对多数的规定是对已故的交易,已经于2003年暴露丑闻的回应.这些丑闻显示,一些投资基金经理们青睐允许客户在基金公司的股票后,市场已经关闭,并与有关是否基金的净资产价值上升或下跌这样.在本规则的通过,资金只需要有一个由独立董事占多数.虽然有证据表明,非独立椅子基金表现出更好的具有自主椅子比基金业绩,证券交易委员会曾经指出,在席次规定的目的是为了取得更好的遵守,不是为了实现更好的性能.
然而,这一规则是否会产生这样的结果值得商榷.独立董事将有机会获得 - 或激励寻求 - 信息,使他们能够发现和防止如延迟交易的不当行为?没有独立董事曾被控渎职或疏忽,因为后期的交易是在资金允许的股份,实际上在任何情况下,后期由客户青睐交易是允许的投资顾问,如果没有独立董事的知识资金参与.如果这些资金都曾经独立的椅子和一个独立董事席次,现在由美国证券交易委员会的要求,我们没有理由相信,这将阻止不法行为的顾问.事实是,谁都有机会发现和防止后期只交易董事均是谁聘用投资顾问,从而将资金内部董事认为董事.这些业内人士也有激励,防止后期交易或其他不当行为,因为他们就会蒙受经济 - 并可能在实际上已经被追究法律责任本身 - 当不当行为被发现.没有人知道如何在人员和投资顾问的员工很多情况下,发现并停止后期交易或其他不当行为之前,它影响到基金本身.
不幸的是,越来越多的独立董事由其他独立董事委员会选择 - 在“改革”,即公司治理专家的广泛好评另一个 - 在理想与现实的差距有可能扩大.人性的经验表明,独立董事职位将成为政治奖项,由现行的向他们的朋友独立董事颁发;独立董事可以成为官僚,保护自己的地盘,从管理的特权,但在扩大自己,提高公司的业绩或治理不感兴趣.
结论