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董事会结构,高管薪酬和公司绩效:以房地产投资信托基金为例【外文翻译】.doc


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原文二:
position, Executive Remuneration,And Corporate Performance: The Case Of Reits
Introduction
Stockholders in modern corporations are the residual risk bearers. As they don't have the expertise to run their firms, stockholders must rely on the firm'smanagement team. Jensen and Ruback (1983) defined the management team as the top managers as well as the board of directors of the firm. The separation between ownership and control in the modern corporation creates the incentives for managers to pursue their self-interest goals and not to maximize the shareholders’ wealth in what is termed in the literature as the agency conflict.
Researchers have suggested many mechanismsby which managers are curbed from maximizingsolely their own mechanisms (seeAgarwal and Knoeber 1996) can be either externalones, such as market for corporate control or internalones, such as the board of directors. The board ofdirectors is a basic element of corporate main functions of corporate boards are evaluating and approving strategies formulated by managers, providing an appropriate vehicle for stock holders desiring representation pany boards, and performing vigorous monitoring of managers’ actions to make sure that decisions by top e in line with shareholders’ interests. The literature is rich with studies that have shown the positive effect of the outside board members on firm value .The theory says that the way a board of directors is formed is intended to minimize the agency conflict costs. Also, some studies have shown how the size of the board affects corporate value (Yermack 1996; Zahra et al. 1989; Eisenberg et al. 1998). Consequently, the board of directors is an important governance mechanism that ensures that the interests of shareholders and management are closely aligned, which would have its effects on corporate performance.
In addition to the internal mechanisms that mitigate agency conflicts, managerial remuneration is an

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