来源：上外培训网 发布时间：2015-03-06 作者：
This isn’t just an American problem. Elson notes that, when Canada toughened its disclosure requirements, executive salaries there rose sharply, and German studies have found something similar. Nor is it primarily a case of boards being helplessly in thrall to a company’s executives. Boards are far more independent of management than they used to be, and it’s notable that a C.E.O. hired from outside a company—who therefore has no influence over the board—typically gets twenty to twenty-five per cent more than an inside candidate. The real issues are subtler, though no less insidious. Some boards, in the face of much evidence to the contrary, remain convinced of what Elson calls “superstar theory”: they think that C.E.O.s can work their magic anywhere, and must be overpaid to stay. In addition, Elson said, “if you pay below average, it makes it look as if you’d hired a below-average C.E.O., and what board wants that?”
Transparent pricing has perverse effects in other fields. In a host of recent cases, public disclosure of the prices that hospitals charge for various procedures has ended up driving prices up rather than down. And the psychological causes in both situations seem similar. We tend to be uneasy about bargaining in situations where the stakes are very high: do you want the guy doing your neurosurgery, or running your company, to be offering discounts? Better, in the event that something goes wrong, to be able to tell yourself that you spent all you could. And overspending is always easier when you’re spending someone else’s money. Corporate board members are disbursing shareholder funds; most patients have insurance to foot the bill.
Sunlight is supposed to be the best disinfectant. But there’s something naïve about the new S.E.C. rule, which presumes that full disclosure will embarrass companies enough to restrain executive pay. As Elson told me, “People who can ask to be paid a hundred million dollars are beyond embarrassment.” More important, as long as the system for setting pay is broken, more disclosure makes things worse instead of better. We don’t need more information. We need boards of directors to step up and set pay themselves, instead of outsourcing the job to their peers. The rest of us don’t get to live in Lake Wobegon. C.E.O.s shouldn’t, either.