巴菲特致股东的信（2004年）⑨其它事项

Miscellaneous

其它事项

•Last year I told you about a group of University of Tennessee finance students who played a key role in our $1.7 billion acquisition of Clayton Homes. Earlier, they had been brought to Omaha by their professor, Al Auxier – he brings a class every year – to tour Nebraska Furniture Mart and Borsheim’s, eat at Gorat’s and have a Q&A session with me at Kiewit Plaza. These visitors, like those who come for our annual meeting, leave impressed by both the city and its friendly residents.

1、去年我告诉各位有一群田纳西大学金融专业的学生，在我们 17 亿美元并购 Clayton 公司中扮演了关键性的角色。每年他们一个班固定由 AlAuxier 教授带队到奥马哈实习，参观内布拉斯加家具店及波仙珠宝店，到Gorats 吃牛排，同时与我在 Kiewit 总部来一场问答，这群访客，如同每年来参加股东年会的股东一样，都对本市及其市民留下深刻的印象。

Other colleges and universities have now come calling. This school year we will have visiting classes, ranging in size from 30 to 100 students, from Chicago, Dartmouth (Tuck), Delaware State, Florida State, Indiana, Iowa, Iowa State, Maryland, Nebraska, Northwest Nazarene, Pennsylvania (Wharton), Stanford, Tennessee, Texas, Texas A&M, Toronto (Rotman), Union and Utah. Most of the students are MBA candidates, and I’ve been impressed by their quality. They are keenly interested in business and investments, but their questions indicate that they also have more on their minds than simply making money. I always feel good after meeting them.

之后其它大专院校的学生也开始陆续造访，这一学年将会有来自芝加哥、达特茅斯(塔克)、特拉华州、佛罗里达州、印地安纳州、爱荷华州、马里兰州、内布拉斯加州、宾西法尼亚州(沃顿)、斯坦福大学、田纳西州、德州A&M、多伦多(罗特曼)、犹他州等地的学生，人数从 30 到 100 人不等，大部分都是 MBA 的学生，我对于他们的素质印象深刻，他们对于商业与投资深感兴趣，而且从所提的问题看得出他们不只是想赚钱而已，我总是很喜欢跟他们见面。

At our sessions, I tell the newcomers the story of the Tennessee group and its spotting of Clayton Homes. I do this in the spirit of the farmer who enters his hen house with an ostrich egg and admonishes the flock: “I don’t like to complain, girls, but this is just a small sample of what the competition is doing.” To date, our new scouts have not brought us deals. But their mission in life has been made clear to them.

在会面中，我告诉新来的访客有关田纳西州学生以及 Clayton 公司的故事，我之所以这么做，主要是出于一个农夫的精神，他拿着一颗鸵鸟蛋走进鸡舍时，告诫鸡群道「我不喜欢抱怨，但这是竞争对手的一个小样本！」，目前为止，我们这些新同学还没有为我们带来新案子，不过我想我应该已经很清楚地告诉他们的任务了。

•You should be aware of an accounting rule that mildly distorts our financial statements in a pain-today, gain-tomorrow manner. Berkshire purchases life insurance policies from individuals and corporations who would otherwise surrender them for cash. As the new holder of the policies, we pay any premiums that become due and ultimately – when the original holder dies – collect the face value of the policies.

2、大家应该意识到，一项会让我们今天的财务报表扭曲的会计原则，明天肯定会给我们回报，伯克希尔以现金向原本有意将保单贴现的个人及企业购买人寿保单，身为这些保单的新持有人，我们将支付后续到期的保费，等到原保单持有人过世后，我们则向保险公司领取保险理赔金。

The original policyholder is usually in good health when we purchase the policy. Still, the price we pay for it is always well above its cash surrender value (“CSV”). Sometimes the original policyholder has borrowed against the CSV to make premium payments. In that case, the remaining CSV will be tiny and our purchase price will be a large multiple of what the original policyholder would have received, had he cashed out by surrendering it.

在买进保单之时，其原持有人的身体状况一般都不错，且我们买进的价格通常远高于保单现有价值(CSV, cashsurrender value)，有时原持有人甚至用 CSV 抵押借款来支付保费，在这种情况下，剩余的保单价值并不高，所以卖给我们的价格可能是他们自行向保险公司贴现的好几倍。

Under accounting rules, we must immediately charge as a realized capital loss the excess over CSV that we pay upon purchasing the policy. We also must make additional charges each year for the amount by which the premium we pay to keep the policy in force exceeds the increase in CSV. But obviously, we don’t think these bookkeeping charges represent economic losses. If we did, we wouldn’t buy the policies.

依照会计原则，我们在买进保单的同时，必须马上就买进价格与贴现价值的差异，认列一笔已实现的资本损失，同时以后每年还必须就当年度支付保费与贴现价值的差异提列支出费用，当然我们很清楚这仅仅是帐面上的损失，不代表真正的经济损失。因为我们这么做，显然是有利可图。

During 2004, we recorded net “losses” from the purchase of policies (and from the premium payments required to maintain them) totaling $207 million, which was charged against realized investment gains in our earnings statement (included in “other” in the table on page 17). When the proceeds from these policies are received in the future, we will record as realized investment gain the excess over the then-CSV.

2004 年，我们光是在这方面认列的损失就有 2.07 亿美元，列为其它资本利得的减项，当然日后等我们拿到理赔金时，也必须就实际收取金额与保单贴现价值的差异认列资本利得。

•Two post-bubble governance reforms have been particularly useful at Berkshire, and I fault myself for not putting them in place many years ago. The first involves regular meetings of directors without the CEO present. I’ve sat on 19 boards, and on many occasions this process would have led to dubious plans being examined more thoroughly. In a few cases, CEO changes that were needed would also have been made more promptly. There is no downside to this process, and there are many possible benefits.

3、有两项后泡沫时代的治理改革，对伯克希尔特别受用，而我很后悔没有早一点就付诸实施，第一项是推动定期召开 CEO 不得列席的董事会。我总计担任十九家公司的董事，而通常的情况下，这个过程会导致对可疑提案进行更彻底的审查。在少数情况下，必要的 CEO 更替也会更迅速的执行。这个方案没有任何坏处，同时还可带来正面的助益。

The second reform concerns the “whistleblower line,” an arrangement through which employees can send information to me and the board’s audit committee without fear of reprisal. Berkshire’s extreme decentralization makes this system particularly valuable both to me and the committee. (In a sprawling “city” of 180,000 – Berkshire’s current employee count – not every sparrow that falls will be noticed at headquarters.) Most of the complaints we have received are of “the guy next to me has bad breath” variety, but on occasion I have learned of important problems at our subsidiaries that I otherwise would have missed. The issues raised are usually not of a type discoverable by audit, but relate instead to personnel and business practices. Berkshire would be more valuable today if I had put in a whistleblower line decades ago.

第二项改革是「检举热线」，也就是公司所有员工都能够有渠道向我本人及董事会的审计委员会提供讯息，而不必担心遭到报复。伯克希尔极端的分权化，突显这项制度对我和委员会的重要性，在庞大如伯克希尔的帝国，员工人数已达 18 万人，总部不可能知道所有事情。在我们收到的投诉中，大部分是「坐在我隔壁的人有口臭」之类的抱怨，但偶尔我也会了解到子公司的一些会忽视掉的重大弊病，这些问题通常不容易经由正常的审查发现，而是关于个人行为与业务实践，我想当初若是早一点实施投诉改革，伯克希尔将可以更加美好。

•Charlie and I love the idea of shareholders thinking and behaving like owners. Sometimes that requires them to be pro-active. And in this arena large institutional owners should lead the way.

4、查理跟我一向推崇股东以老板的想法与做法自居，有时这需要他们主动一点，特别是大型机构投资人更应该身先士卒。

So far, however, the moves made by institutions have been less than awe-inspiring. Usually, they’ve focused on minutiae and ignored the three questions that truly count. First, does the company have the right CEO? Second, is he/she overreaching in terms of compensation? Third, are proposed acquisitions more likely to create or destroy per-share value?

可惜到目前为止，他们的举措仍乏善可陈，通常他们过于重视细节，却忘了最重要的三个关键问题，第一，公司 CEO 是否适任？第二，他的薪资是否过分？第三，拟议并购是否有损股东价值？

On such questions, the interests of the CEO may well differ from those of the shareholders. Directors, moreover, sometimes lack the knowledge or gumption to overrule the CEO. Therefore, it’s vital that large owners focus on these three questions and speak up when necessary.

关于这些问题，CEO 的利益往往与股东大相径庭，而董事们有时可能缺乏否决 CEO 决定的智慧或勇气，也因此大股东对于这三个关键问题，同时大声说出自己的看法，就显得相当重要。

Instead many simply follow a “checklist” approach to the issue du jour. Last year I was on the receiving end of a judgment reached in that manner. Several institutional shareholders and their advisors decided I lacked “independence” in my role as a director of Coca-Cola. One group wanted me removed from the board and another simply wanted me booted from the audit committee.

结果有很多人只是按照检查清单的方式例行公事。去年，我就是此类方式做出裁决的受害者。几位机构股东和他们的顾问认定我担任可口可乐的董事缺乏独立性，其中有一个机构要求我退出该公司的董事会，另外一个好一点，只想把我赶出审计委员会。

My first impulse was to secretly fund the group behind the second idea. Why anyone would wish to be on an audit committee is beyond me. But since directors must be assigned to one committee or another, and since no CEO wants me on his compensation committee, it’s often been my lot to get an audit committee assignment. As it turned out, the institutions that opposed me failed and I was re-elected to the audit job. (I fought off the urge to ask for a recount.)

我头一个反应是，我或许该偷偷地捐款给第二个机构，我不知道到底是谁想要待在审计委员会，通常董事会成员被分配到各个委员会，但由于没有任何一位 CEO 希望我待在薪酬委员会，所以一般我都会被安排到审计委员会。结果证明，这些机构的努力功败垂成，我还是被分到审计的任务，我忍住了要求重新投票的冲动。

Some institutions questioned my “independence” because, among other things, McLane and Dairy Queen buy lots of Coke products. (Do they want us to favor Pepsi?) But independence is defined in Webster’s as “not subject to control by others.” I’m puzzled how anyone could conclude that our Coke purchases would “control” my decision-making when the counterweight is the well-being of $8 billion of Coke stock held by Berkshire. Assuming I’m even marginally rational, elementary arithmetic should make it clear that my heart and mind belong to the owners of Coke, not to its management.

有些机构因为伯克希尔子公司 McLane 和冰雪皇后购买大量可口可乐产品，而质疑我的独立性，(难道他们希望我们改买百事可乐吗？)，根据韦氏大辞典关于「独立」的定义，指的是「不受他人所控制」，我实在搞不懂，怎么会有人认为我会为了其间的蝇头小利，而牺牲个人在可口可乐高达 80 亿的股东权益，再退一步想，就算是小学生也应该知道，我的心是站在公司股东这边，而不是管理层那一边。

I can’t resist mentioning that Jesus understood the calibration of independence far more clearly than do the protesting institutions. In Matthew 6:21 He observed: “For where your treasure is, there will your heart be also.” Even to an institutional investor, $8 billion should qualify as “treasure” that dwarfs any profits Berkshire might earn on its routine transactions with Coke.

我忍不住要说，连耶稣基督都比这些抗议团体还要了解独立性的真义，在马修 6：21 章节中，他提到，「你的财富在那里，你的心就在那里」，我想即便对一个大型投资机构来说，80 亿美元也绝对是一笔不小的数目，远远超过与可口可乐往来能赚取的蝇头小利。

Measured by the biblical standard, the Berkshire board is a model: (a) every director is a member of a family owning at least $4 million of stock; (b) none of these shares were acquired from Berkshire via options or grants; (c) no directors receive committee, consulting or board fees from the company that are more than a tiny portion of their annual income; and (d) although we have a standard corporate indemnity arrangement, we carry no liability insurance for directors.

根据圣经的标准，伯克希尔的董事会堪称典范：(a)每位董事至少将 400万美元以上的身家摆在伯克希尔(b)这些股份都不少靠期权或赠与取得(c)董事们领取的酬劳相较于自身的年所得都极其有限(d)虽然我们有一套企业赔偿机制，但我们并没有替董事们安排任何责任保险。

At Berkshire, board members travel the same road as shareholders.

在伯克希尔，董事们与所有股东站在同一条船上。

* * * * * * * * * * * *

Charlie and I have seen much behavior confirming the Bible’s “treasure” point. In our view, based on our considerable boardroom experience, the least independent directors are likely to be those who receive an important fraction of their annual income from the fees they receive for board service (and who hope as well to be recommended for election to other boards and thereby to boost their income further). Yet these are the very board members most often classed as “independent.”

查理跟我已看过很多符合圣经所说「宝藏」观点的种种行为，根据多年的董事会经验，最不独立的董事当属那些依赖董事酬劳过生活的人，他们期待被推荐加入其他董事会，从而进一步增加收入。更可笑的是，正是这些人被归类为独立的董事。

Most directors of this type are decent people and do a first-class job. But they wouldn’t be human if they weren’t tempted to thwart actions that would threaten their livelihood. Some may go on to succumb to such temptations.

这类董事举止大多彬彬有礼，且有一流的工作，但人的天性使得他们不得不反对可能危及其生计的任何方案，基于诱惑而继续沉沦下去。

Let’s look at an example based upon circumstantial evidence. I have first-hand knowledge of a recent acquisition proposal (not from Berkshire) that was favored by management, blessed by the company’s investment banker and slated to go forward at a price above the level at which the stock had sold for some years (or now sells for). In addition, a number of directors favored the transaction and wanted it proposed to shareholders.

让我们看看周遭现实的状况为何，关于最近刚传出的一件并购案(与伯克希尔无关)，我有第一手的资料，管理层相当青睐这件收购案，而投资银行也觉得相当不错，因为并购价格远高于目前股票的市价，此外许多董事也相当赞同，并准备提案到股东会表决。

Several of their brethren, however, each of whom received board and committee fees totaling about $100,000 annually, scuttled the proposal, which meant that shareholders never learned of this multi-billion offer. Non-management directors owned little stock except for shares they had received from the company. Their open-market purchases in recent years had meanwhile been nominal, even though the stock had sold far below the acquisition price proposed. In other words, these directors didn’t want the shareholders to be offered X even though they had consistently declined the opportunity to buy stock for their own account at a fraction of X.

然而就在此时，有几位董事会的同僚，每位每年平均都从公司领取超过十万美元酬劳，却跳出来大表反对，最后使得这件金额高达数十亿美元的并购案胎死腹中，这些未参与公司实际经营的外部董事，仅持有极少数的股权，且多数为公司所赠与，且很奇怪的是，虽然目前的股价远低于并购的提案价格，却不见他们自己从市场买进多少股份，换言之，这些董事压根就不希望股东们提出 X 价格的报价，同时自己却也不愿从市场上以 X 价格买进部分股权。

I don’t know which directors opposed letting shareholders see the offer. But I do know that $100,000 is an important portion of the annual income of some of those deemed “independent,” clearly meeting the Matthew 6:21 definition of “treasure.” If the deal had gone through, these fees would have ended.

我不知道到底是那几位董事反对让股东们看到相关的报价，但我却很清楚这十万美元的酬劳，对这些被外界视为独立的董事来说，至关紧要，绝对称得上圣经上所说的财富，而万一这件并购案要是谈成了，他们每年固定可以领取的董事酬劳将因此泡汤。

Neither the shareholders nor I will ever know what motivated the dissenters. Indeed they themselves will not likely know, given that self-interest inevitably blurs introspection. We do know one thing, though: At the same meeting at which the deal was rejected, the board voted itself a significant increase in directors’ fees.

我想不论是我或是该公司的股东，永远都不会知道是谁提出反对的议案，而基于私利，这群人也永远不知道要如何反省，但至少我还知道一件事，那就是就在拒绝这项收购案的同一次董事会上，另一项大幅提高董事酬劳的提岸却获得通过。

•While we are on the subject of self-interest, let’s turn again to the most important accounting mechanism still available to CEOs who wish to overstate earnings: the non-expensing of stock options. The accomplices in perpetuating this absurdity have been many members of Congress who have defied the arguments put forth by all Big Four auditors, all members of the Financial Accounting Standards Board and virtually all investment professionals.

• 既然我们提到利己主义的话题，就让我们再来聊聊最容易让管理层夸大收益的最重要的会计手法，也就是股票期权的非费用化。参与这项荒谬闹剧的共犯包含国会议员，他们公然蔑视四大会计师事务所以及会计准则委员会 FASB 所有成员及众多投资专家所提的建言。

I’m enclosing an op-ed piece I wrote for The Washington Post describing a truly breathtaking bill that was passed 312-111 by the House last summer. Thanks to Senator Richard Shelby, the Senate didn’t ratify the House’s foolishness. And, to his great credit, Bill Donaldson, the investor-minded Chairman of the SEC, has stood firm against massive political pressure, generated by the check-waving CEOs who first muscled Congress in 1993 about the issue of option accounting and then repeated the tactic last year.

附件有一篇我曾在《华盛顿邮报》刊登的社论(Stock Options and Common Sense,2002/4/9)，文中提到去年夏天在众议院以 312 票对 111 票通过的一项惊世骇俗的法案，多亏参议员 RichardShelby 的阻挡，参议院最后并未批准众议院的愚蠢行为，另外 SEC 主席 BillDonaldson 以其一生清誉，坚定抵挡强大的政治压力，大企业CEO 们企图利用政治献金游说国会议员，重施在 1993 年封杀期权会计原则实行的故技。

Because the attempts to obfuscate the stock-option issue continue, it’s worth pointing out that no one – neither the FASB, nor investors generally, nor I – are talking about restricting the use of options in any way. Indeed, my successor at Berkshire may well receive much of his pay via options, albeit logically-structured ones in respect to 1) an appropriate strike price, 2) an escalation in price that reflects the retention of earnings, and 3) a ban on his quickly disposing of any shares purchased through options. We cheer arrangements that motivate managers, whether these be cash bonuses or options. And if a company is truly receiving value for the options it issues, we see no reason why recording their cost should cut down on their use.

由于让期权议题模糊化的力量毫不停歇，所以我还是要不厌其烦地再一次强调，包含财务会计准则委员会FASB，一般投资大众以及我本人在内，从来就没有人主张限制股票期权的使用，事实上，包含未来伯克希尔的继任者在内，都很有可能会经由期权获得大量的薪酬，只不过这种期权必须经过各方面的仔细核算，包含(1)适当的执行价格；(2)将保留收益本身的增长能力考量在内；(3)限制其在取得股份后不久就处份。我们赞成任何激励管理层的措施，不管是现金或者是股票期权，而若期权的发行真有助于公司价值的提升，我们看不出有任何理由只因为必须将其成本列为费用就弃而不用。

The simple fact is that certain CEOs know their own compensation would be far more rationally determined if options were expensed. They also suspect that their stock would sell at a lower price if realistic accounting were employed, meaning that they would reap less in the market when they unloaded their personal holdings. To these CEOs such unpleasant prospects are a fate to be fought with all the resources they have at hand – even though the funds they use in that fight normally don’t belong to them, but are instead put up by their shareholders.

真正的原因其实很简单，那就是某些 CEO 明知一旦将期权费用化后，他们所获取的酬劳突然间将被迫全部摊开在阳光底下，同时费用化也将影响其未来处置其持股的价格，后者关乎其真正获得的回报，这使得他们必须倾全力悍卫自己的利益，讽刺的是，他们用的还是公司的钱，这全是股东们的血汗钱。

Option-expensing is scheduled to become mandatory on June 15th. You can therefore expect intensified efforts to stall or emasculate this rule between now and then. Let your Congressman and Senators know what you think on this issue.

期权费用化将在今年 6 月 15 日起强制实行，大家可以预期此后将不断有人企图阻止或是废除相关规定，去之而后快，务必让你选区的议员知道你对于这项议题的立场。