公司董事们越多地参与到制定战略决策的管理中去,就越发坚信自己以及管理层的决策是正确的。这种对管理层绝不会犯错的根深蒂固的确信,被称作“俘获”。文中选取了公司治理中与董事会相关的四个案例进行研究,这些研究表明,那些在外界看来极为合格、专业且独立于管理层的董事会成员,却明显地表现出被其所任职公司的管理层俘获的迹象。合格的独立董事或许在提升管理决策方面会带来公司治理效益,但作为独立的监督者,他们不太可能给股东带来很大价值。我们也需要改变对董事会独立性的过分依赖,避免将其作为高质量公司治理的主要代名词。 The more executives involved in the management of strategic decisions, the more firmly believe that their own decisions and management is correct. This deep-rooted conviction that management will never make mistakes is called “capture.” The paper selects four cases related to the board of directors in corporate governance. These studies show that board members who appear to be extremely qualified, professional and independent of the management of the outside world obviously show their management by the companies in which they work Layer capture signs. Qualified independent directors may bring about corporate governance benefits in improving management decisions, but as independent supervisors, they are unlikely to be of great value to shareholders. We also need to change our over-reliance on the independence of our board of directors and avoid using it as a synonym for high-quality corporate governance.