Learning from Enron
本文指出安然事件常被误解为监控失败,这影响了萨班斯-奥克斯法案的制定;实际上,董事会未能理解业务风险并建立有效内控,揭示了监控型董事会的局限,指向了强调资产可持续性的管家模式。
This paper argues that the Enron affair has been misunderstood as a failure of monitoring, with adverse consequences for the drafting of the Sarbanes‐Oxley Act and the Higgs report. Where Enron's board failed was in misunderstanding the risks which were inherent in the company's business plan and failing to implement an effective system of internal control. Enron demonstrates the limits of the monitoring board and points the way to a stewardship model in which the board takes responsibility for ensuring the sustainability of the company's assets over time.