巴菲特致股东的信（1993年）⑧企业治理

Corporate Governance

At our annual meetings, someone usually asks "What happens to this place if you get hit by a truck?" I'm glad they are still asking the question in this form. It won't be too long before the query becomes: "What happens to this place if you don't get hit by a truck?"

企业治理

在年度的股东会上，有人常常会问:“要是那天你不幸被车撞到，该怎么办？”我只能说很庆幸他们还是在问这样的问题，而不是：“要是那天你不被车撞到，我们该怎么办？”。

Such questions, in any event, raise a reason for me to discuss corporate governance, a hot topic during the past year. In general, I believe that directors have stiffened their spines recently and that shareholders are now being treated somewhat more like true owners than was the case not long ago. Commentators on corporate governance, however, seldom make any distinction among three fundamentally different manager/owner situations that exist in publicly-held companies. Though the legal responsibility of directors is identical throughout, their ability to effect change differs in each of the cases. Attention usually falls on the first case, because it prevails on the corporate scene. Since Berkshire falls into the second category, however, and will someday fall into the third, we will discuss all three variations.

这样的问题让我有机会谈谈近年来相当热门的话题：公司治理，首先我相信最近许多公司的董事们已开始试着把他们的腰杆挺直，而现在的投资人比起以前来说，也慢慢地被公司当作真正的所有人来对待，但是评论专家并没有仔细地去区别目前公开上市公司三种截然不同的经营权与所有权形态，虽然在法律上，董事们应该承担的责任是责无旁贷的，但他们能发挥影响力进行改变的程度却有很大的不同。大家通常都把注意力放在第一类的案例之上，因为这是目前一般企业的常态，但由于伯克希尔本身是属于第二类，甚至有一天会变成第三类，所以在这里我们有必要讨论一下三者的不同。

The first, and by far most common, board situation is one in which a corporation has no controlling shareholder. In that case, I believe directors should behave as if there is a single absentee owner, whose long-term interest they should try to further in all proper ways. Unfortunately, "long-term" gives directors a lot of wiggle room. If they lack either integrity or the ability to think independently, directors can do great violence to shareholders while still claiming to be acting in their long-term interest. But assume the board is functioning well and must deal with a management that is mediocre or worse. Directors then have the responsibility for changing that management, just as an intelligent owner would do if he were present. And if able but greedy managers over-reach and try to dip too deeply into the shareholders' pockets, directors must slap their hands.

首先是第一类，也是目前最普遍的一类，在公司的股权结构中，并没有一个具掌控能力的大股东。在这种情况下，我相信董事会的行为应该要像是公司有一个因事未出席的大股东一样，在各种情况下，都要能够确保这位虚拟大股东的长期利益不会受到损害。然而很不幸的是，所谓的长期利益，反而给了董事会很大的弹性操作空间，而假设董事会运作尚称顺畅，不过管理层却很平庸甚至差劲时，那么董事会就必须负起责任将管理层换掉，就好象一般公司老板会做的决定一样。另外要是管理层能力尚可，只不过过于贪心，不时地想要从股东的口袋里捞钱，那么董事会就必须适时地出手制止并给予警告。

In this plain-vanilla case, a director who sees something he doesn't like should attempt to persuade the other directors of his views. If he is successful, the board will have the muscle to make the appropriate change. Suppose, though, that the unhappy director can't get other directors to agree with him. He should then feel free to make his views known to the absentee owners. Directors seldom do that, of course. The temperament of many directors would in fact be incompatible with critical behavior of that sort. But I see nothing improper in such actions, assuming the issues are serious. Naturally, the complaining director can expect a vigorous rebuttal from the unpersuaded directors, a prospect that should discourage the dissenter from pursuing trivial or non-rational causes.

在这种一般常见的情况下，当个别董事发觉有不合理的现象时，应该试着说服其他董事有关他的看法，若能够成功，那么董事会就有能力做出适当的决定，但是假设要是这位落寞的董事孤掌难鸣，无法获得其它董事的支持，那么他就应该要让没能出席的股东知道他的看法，当然很少有董事真的这样做，很多的董事事实上并没有足够的胆识敢做这样大胆的动作，但我却认为这样的举动并没有什么不妥，当然假设问题真的很严重的话，自然而然发出不平之鸣的董事一定会遭到其他不认同看法的董事严正的驳斥，认为反对的董事不要在细枝末节或是非理性的原因上捣乱。

For the boards just discussed, I believe the directors ought to be relatively few in number - say, ten or less - and ought to come mostly from the outside. The outside board members should establish standards for the CEO's performance and should also periodically meet, without his being present, to evaluate his performance against those standards.

对于前述讨论的董事会形态，我认为董事的人数不必太多，最好是十个以内，同时大部分成员应该从外部遴选，而外部董事应该要能够建立对 CEO 表现的评核制度，并定期开展会议，在 CEO 不在场的情况下，依据这些原则评断其表现。

The requisites for board membership should be business savvy, interest in the job, and owner-orientation. Too often, directors are selected simply because they are prominent or add diversity to the board. That practice is a mistake. Furthermore, mistakes in selecting directors are particularly serious because appointments are so hard to undo: The pleasant but vacuous director need never worry about job security.

至于董事会成员遴选的条件，并须具备商业经验、对这项角色有兴趣同时以股东利益为导向，只是目前大部分被遴选出来的董事，大多是因为他们的社会地位或只是为了增加董事会成员的多样化，这样的做法是错误的，更有甚至，这种错误还有后遗症，因为董事被任命之后就很难再加以撤消，好说话且没有意见的董事是不怕找不到位置的。

The second case is that existing at Berkshire, where the controlling owner is also the manager. At some companies, this arrangement is facilitated by the existence of two classes of stock endowed with disproportionate voting power. In these situations, it's obvious that the board does not act as an agent between owners and management and that the directors cannot effect change except through persuasion. Therefore, if the owner/manager is mediocre or worse - or is over-reaching - there is little a director can do about it except object. If the directors having no connections to the owner/manager make a unified argument, it may well have some effect. More likely it will not.

第二种就像是发生在伯克希尔的，具控制权的大股东本身也是管理层。在某些公司，经过特殊的安排，将公司的股权按投票权重的不同分成两类，也会产生这种情况。在这种情况下，很明显的董事会并非所有权人与管理层之间的中介，且除非经由劝说，否则董事会很难发挥改变的影响力，也因此要是老板经营者本身的能力平庸或很差劲或不顾他人，则董事除了表示反对以外，别无他法，而要是与老板经营者没有关系的董事碰巧做出相同的结论，有时或许还有用，但大部分的状况下是无济于事的。

If change does not come, and the matter is sufficiently serious, the outside directors should resign. Their resignation will signal their doubts about management, and it will emphasize that no outsider is in a position to correct the owner/manager's shortcomings.

而要是公司无法做出改变，且情况演变的很严重时，外部董事就应该要辞职，外部董事的辞职等于是对现有的管理层投下反对票，同时凸显外部董事没有能力纠正老板经营者缺失的现象。

The third governance case occurs when there is a controlling owner who is not involved in management. This case, examples of which are Hershey Foods and Dow Jones, puts the outside directors in a potentially useful position. If they become unhappy with either the competence or integrity of the manager, they can go directly to the owner (who may also be on the board) and report their dissatisfaction. This situation is ideal for an outside director, since he need make his case only to a single, presumably interested owner, who can forthwith effect change if the argument is persuasive. Even so, the dissatisfied director has only that single course of action. If he remains unsatisfied about a critical matter, he has no choice but to resign.

第三种情况是公司拥有具控制权的大股东，但却不参与公司经营，这种特殊个案在现实社会中有好时食品(Hershey Foods)与道琼斯公司(Dows)等例子，公司能够充分运用外部董事的能力，若是董事们对于管理层的能力或品格感到不满意，他们可以直接向大股东反映(当然大股东可能也是董事成员)，这种环境相当适合外部董事的发挥，因为他只需要将情况向单一且关心公司前景的所有权人报告，同时只要论点理由充分就可以马上发挥改变的效果，但即便如此，有意见的董事也只能有这样的选择渠道，若是他对于特定事情的处理结果不满意，他还是只能辞职而别无其它选择。

Logically, the third case should be the most effective in insuring first-class management. In the second case the owner is not going to fire himself, and in the first case, directors often find it very difficult to deal with mediocrity or mild over-reaching. Unless the unhappy directors can win over a majority of the board - an awkward social and logistical task, particularly if management's behavior is merely odious, not egregious - their hands are effectively tied. In practice, directors trapped in situations of this kind usually convince themselves that by staying around they can do at least some good. Meanwhile, management proceeds unfettered.

理论上，第三种情况最能够确保一流的管理层存在，在第二种情况，老板不可能把自己给开除掉，而第一种情况，董事们通常很难与表现平庸又难以驾驭的经理人打交道，而除非那些有意见的董事能够获得董事会多数的支持，这是一件很困难的协调沟通任务，尤其是管理层的表现虽然可恨但却罪不至死的时候，基本上他们的手脚是被绑的死死的，实际上，面临这种现象的董事通常会说服自己留在董事会，至少还能有所图，但在此同时，管理层却还是同样可以为所欲为。

In the third case, the owner is neither judging himself nor burdened with the problem of garnering a majority. He can also insure that outside directors are selected who will bring useful qualities to the board. These directors, in turn, will know that the good advice they give will reach the right ears, rather than being stifled by a recalcitrant management. If the controlling owner is intelligent and self-confident, he will make decisions in respect to management that are meritocratic and pro-shareholder. Moreover - and this is critically important - he can readily correct any mistake he makes.

在第三种情况下，老板本身不必衡量自己的表现也不必费心去取得多数人的支持，同时他也可以确保所遴选出来的外部董事将可对董事会的素质有所提升，而这些被选中的董事，也可以确定所提出的建议会真正被听进去，而不是被消极抵制的管理层当作是耳边风，而若是大股东本身够聪明且有自信，那么他就能够找到以股东利益为优先的精英经理人，还有一点更重要的是，他能够随时准备改正本身所犯的错误。

At Berkshire we operate in the second mode now and will for as long as I remain functional. My health, let me add, is excellent. For better or worse, you are likely to have me as an owner/manager for some time.

在伯克希尔，我们现在是以第二种情况在做营运，而且在我有生之年都会是如此，至于我个人的健康状况，我必须要强调，实在是好极了，不管是好或坏，大家都必须继续接受我担任大股东兼经营者。

After my death, all of my stock will go to my wife, Susie, should she survive me, or to a foundation if she dies before I do. In neither case will taxes and bequests require the sale of consequential amounts of stock.

直到我死后，我拥有的所有股份将会归我夫人 Susie 拥有，要是她比我长寿的话，不过要是她比我早死，所有的股份将会捐给一个基金会，且无论如何都不会因为遗产或赠与税而必须被迫出售相当的股份。

When my stock is transferred to either my wife or the foundation, Berkshire will enter the third governance mode, going forward with a vitally interested, but non-management, owner and with a management that must perform for that owner. In preparation for that time, Susie was elected to the board a few years ago, and in 1993 our son, Howard, joined the board. These family members will not be managers of the company in the future, but they will represent the controlling interest should anything happen to me. Most of our other directors are also significant owners of Berkshire stock, and each has a strong owner-orientation. All in all, we're prepared for "the truck."

而当我的股份移转到我夫人或是基金会之后，伯克希尔将会进入第三种公司治理情况，变成一个关心公司但却不参与经营的大股东搭配完全为股东设想的经理人，为了预先做准备，Susie 在几年前已经被选为公司的董事，而 1993 年我的儿子 Howard 也紧接着加入董事会，这些家族成员以后将不会成为公司的经理人，但要是万一我不在时，他们将继承公司的控制权，当然，我们公司其它的董事也都是重要股东，且皆有很强的股东利益导向意识，总而言之，对于那辆可能到来的大卡车，我们已经作好了准备。

Corporate Governance At our annual meetings, someone usually asks "What happens to this place if you get hit by a truck?" I'm glad they are still asking the question in this form. It won't be too long before the query becomes: "What happens to this place if you don't get hit by a truck?"

If change does not come, and the matter is sufficiently serious, the outside directors should resign. Their resignation will signal their doubts about management, and it will emphasize that no outsider is in a position to correct the owner/manager's shortcomings.

At Berkshire we operate in the second mode now and will for as long as I remain functional. My health, let me add, is excellent. For better or worse, you are likely to have me as an owner/manager for some time.

After my death, all of my stock will go to my wife, Susie, should she survive me, or to a foundation if she dies before I do. In neither case will taxes and bequests require the sale of consequential amounts of stock.

Corporate Governance

At our annual meetings, someone usually asks "What happens to this place if you get hit by a truck?" I'm glad they are still asking the question in this form. It won't be too long before the query becomes: "What happens to this place if you don't get hit by a truck?"