②　Outside directors are supposed to serve as helpful, yet less biased, advisers on a firm’s board. Having made their wealth and their reputations elsewhere, they presumably have enough independence to disagree with the chief executive’s proposals. If the sky, and the share price is falling, outside directors should be able to give advice based on having weathered their own crises.

③　The researchers from Ohio University used a database that covered more than 10,000 firms and more than 64,000 different directors between 1989 and 2004. Then they simply checked which directors stayed from one proxy statement  to the next. The most likely reason for departing a board was age, so the researchers concentrated on those “surprise” disappearances by directors under the age of 70. They found that after a surprise departure, the probability that the company will subsequently have to restate earnings increases by nearly 20%. The likelihood of being named in a federal class-action lawsuit also increases, and the stock is likely to perform worse. The effect tended to be larger for larger firms. Although a correlation between them leaving and subsequent bad performance at the firm is suggestive, it does not mean that such directors are always jumping off a sinking ship. Often they “trade up,” leaving riskier, smaller firms for larger and more stable firms.

④　But the researchers believe that outside directors have an easier time of avoiding a blow to their reputations if they leave a firm before bad news breaks, even if a review of history shows they were on the board at the time any wrongdoing occurred. Firms who want to keep their outside directors through tough times may have to create incentives. Otherwise outside directors will follow the example of Ms. Simmons, once again very popular on campus.

1.1.According to Paragraph 1, Ms. Simmons was criticized for ________.

A gaining excessive profits

B failing to fulfill her duty

C refusing to make compromises

D leaving the board in tough times

解析：选B。B细节理解题。根据题干定位到第一段。该段第三句指出，2009年底，西蒙斯因在高盛薪酬委员会的任职而遭受抨击，（人们质疑）她怎能让那些巨额奖金支出毫无察觉地就溜走了? 即：人们认为，西蒙斯在“巨额奖金的不当发放”上负有不可推卸的主要责任，因此对其进行了强烈指责。故选B。

2.2.We learn from Paragraph 2 that outside directors are supposed to be ________.

A generous investors

B unbiased executives

C share price forecasters

D independent advisers

解析：选D。D细节理解题。由题干定位到第二段。该段首句指出，外部董事应是公司董事会中有益而少偏见的顾问。随后进一步说明：外部董事拥有足够的独立性，可以质疑董事长的提案。综合可知正确。故选D。

3.3.According to the researchers from Ohio University, after an outside director’s surprise departure, the firm is likely to ________.

A become more stable

B report increased earnings

C do less well in the stock market

D perform worse in lawsuits

解析：选C。C细节理解题。根据题干定位到第三段。该段第四、五句指出：外部董事突然离职后，公司被迫重申盈利的可能性增加；牵涉到联邦集体诉讼的可能性也随之增加；公司股票状况可能会变糟。故选C。

4.4.It can be inferred from the last paragraph that outside directors ________.

A may stay for the attractive offers from the firm

B have often had records of wrongdoings in the firm

C are accustomed to stress-free work in the firm

D will decline incentives from the firm

解析：选A。A推理判断题。根据题干定位到末段。该段指出，外部董事很可能会为了避免声誉受损而选择离开身处困境的公司，那些想要在困难时期留住外部董事的公司需要采取激励措施。由此可推知，外部董事可能会因公司提供的诱人条件留下。故选A。

5.5.The author’s attitude toward the role of outside directors is ________.

A permissive

B positive

C scornful

D critical

解析：选B。 B观点态度题。第二段指出，外部董事具有内部董事所无法实现的职能——有益却少偏见的建议者，且能在公司陷入危机时以其丰富的经验助公司摆脱困境；第三、四段指出，虽然外部董事的突然离开会给公司带来损失，但也并非不可理解，公司应在陷入困境时以“提升激励措施”的方式将其留住。可见作者总体上对外部董事持肯定态度。故选B。