The shareholders cannot propose a dividend for themselves higher than that already propose

The shareholders can influence the board by various means.

A．正确

B．错误

It can be inferred from the passage that______.

A．these shareholders and corporate managers like dominant capitalists have rights to manage their corporations

B．capitalists actually hold the stock of large U.S. corporations______.

C．these financial institutions cannot legally become real capitalists who control what they own

D．these financial institutions legally have chances to become real capitalists

After all die public upmarket over Enron and then the passage of the Sudanese-Oxley Act to province shareholders, why do you think we still continue to see these types of situations？ Is it unreasonable to expect that businesses can and should act ethically？

听力原文：A: Hello, Chris Grey speaking.

B: Hello, this is Henry.

A: Oh, good morning, Henry.

B: Shall we continue with our talk about profit？

A: Sure.

B: What will happen if our profits fall？

A: If our profits fall the shareholders’ dividend will decrease.

B: If our shareholders’ dividend decreases they will be very unhappy.

A: Yes, our situation might be very serious if the public loses confidence in the company.

B: Our share price might fall if people lose confidence. I think we should consider this matter seriously.

A: Definitely.

B: But how to regain their confidence, especially our employees’ confidence.

A: Promise them a bright future they can not refuse.

B: Hahh…Good point. Can I meet you tomorrow to discuss this in detail？

A: Of course.

B: Thank you. Goodbye.

A: With pleasure. Bye.

Look at the note below.

You will hear a man calling about company profit and dividend.

Message

Caller: (5)______

Receiver: Grey

Worries: If the profits fall, the (6)______ will decrease and the shareholders will be very unhappy. Then it will be a serious problem if the public (7)______ in the company, because the (8)______ might fall.

Solution: Promise employees a bright future.

Which of the following is true according to this ad？

A．The more books you buy, the less money you will pay.

B．You have to pay more for any books if you don't join the coop.

C．You can place an order for a world-wide magazine from this shop.

D．Most of the shareholders are teachers.

ugh stock to dominate the board of directors and to dictate policy, a shareholder who was usually also the chief executive officer. Owning a majority or controlling interest, these capitalists did not have to concentrate on reshuffling assets to fight off raids from financial vikings. They were free to make a living by producing new products or by producing old products more cheaply. Just as important, they were locked into their roles. They could not very well sell out for a quick profit—dumping large stock holdings on the market would have simply depressed the stock's price and cost them their jobs as captains of industry. So instead they sought to enhance their personal wealth by investing—by improving the long-run efficiency and productivity of the company.

Today, with very few exceptions, the stock of large U. S. corporations is held by financial institutions such as pension funds, foundations, or mutual funds—not by individual shareholders. And these financial institutions cannot legally become real capitalists who control what they own. How much they can invest in any one company is limited by law, as is how actively they can intervene in company decision making.

These shareholders and corporate managers have a very different agenda than dominant capitalists do, and therein lies the problem. They do not have the clout to change business decisions, corporate strategy, or incumbent managers with their voting power. They can enhance their wealth only by buying and selling shares based on what they think is going to happen to short-term profits. Minority shareholders have no choice but to be short-term traders.

And since shareholders are by necessity interested only in short-term trading, it is not surprising that managers' compensation is based not on long-term performance, but on current profits or sales. Managerial compensation packages are completely congruent with the short-run perspective of short run shareholders. Neither the manager nor the shareholder expects to be around very long. And neither has an incentive to watch out for the long term growth of the company.

We need to give managers and shareholders an incentive to nurture long-term corporate growth—in other words, to work as hard at enhancing productivity and output as they now work at improving short-term profitability.

Which of the following summarizes the main idea of the passage？

A．Most big companies are run by individual capitalists.

B．The problem is that there are no incentives for productivity growth.

C．Let's put capitalists back into capitalism.

D．Individual capitalists or shareholders with enough stock dominate big corporations.

？Look at the statements below and the five extracts about companies.

？Which extract (A, B, C, D or E) does each statement (1-8) refer to？

？For each statement (1-8), mark one letter (A, B, C, D or E) on your Answer Sheet.

？You will need to use some of these letters more than once.

A Separate Legal Entity

A unique feature of a company is that, no matter how many individuals have bought shares in it, it is treated in its dealings with the outside world as if it was a person in its own right. It is said to be a separate legal entity. Just as the law can create this separate legal person, the law also can eliminate it, but its existence can only be terminated by using the proper legal procedures.

Thus, the identity of the shareholders in a large concern may be changing constantly as shares are bought and sold by different people. On the other hand, a small private company may have the same shareholders from the date it is incorporated (the day it legally came into being), until the date when liquidation is completed (the cessation of the company, often known as "winding up" or being "wound up"). A prime example of its identity as a separate legal entity is that it may sue its own shareholders, or in turn be sued by them.

B Limited Liability

Most companies are "limited" companies. This means that any shareholder who has paid for the share(s) which he has bought cannot be forced to pay more money into the company if, for example, it is making losses or has gone into liquidation. Thus, the maximum amount of money any shareholder can lose by investing in a company is the amount he has invested. Unlike in sole traders or partnerships a shareholder in a limited company cannot be forced to sell his own property to pay the debts of the business.

If a shareholder has not paid in full for the shares he has agreed to buy, he can be forced to pay the balance owing on the shares. Once he has paid that amount he cannot be forced to pay any further amount. Thus, his liability is limited.

C Company Directors

The day-to-day management of a company is not carried out by the shareholders. Shareholders can normally attend, and vote at, general meetings of their company. At one of these meetings the shareholders will vote for directors, the people to whom the running of the company is entrusted. At each Annual General Meeting (AGM) the directors have to report to the shareholders. They write a directors' report and this is accompanied by a set of final accounts for the year. If there is a change in the directors of a company, for example, a new director being appointed or an existing director resigning, this change must be notified to the Companies Office within fourteen days of the change. The board of directors (usually known simply as "the board") is the term used to mean all of the directors.

D The Company Secretary

The company secretary must, among other things, attend all board meetings, consult with the chief executive on the agenda and keep a record of the minutes of board meetings and general meetings of the shareholders. It is normally the company secretary who makes returns to the Companies Office including notifying the Registrar of changes in the company's board, auditors, registered office etc. The company secretary is usually an individual although many companies pay firms of accountants to undertake this role.

E Share Capital and Dividends

A shareholder in a limited company obtains his reward for investing in the form. of a share of the profits made by the company, known as a dividend. The directors decide how much of the profits is to be retained in the company and used for expansion. Out of the remaining profits they propose the payment of a certain amount of dividend. The shareholders cannot propose a dividend for themselves higher than that already proposed by the directors. They

？Read the article about the limited company and its liability.

？For each Question 31-40, write one word in CAPITAL LETTERS on your Answer Sheet.

The Limited Company and Its Liability

When a limited company has started trading, you do not invest in shares by giving more capital to the company. You buy them from one of the shareholders. If it is a private limited company, a shareholder can only sell shares (31) all the other shareholders agree. If it is a public limited company, shares can be bought and (32) freely, usually at a Stock Exchange. If the company is doing well and paying high dividends, then you might pay more than the face value of the shares. If it is doing badly, you might (33) less than the face value of the shares. The price you pay at the Stock Exchange (or to a shareholder) for your shares is their market value.

If the company fails, it will stop trading and go (34) liquidation. This means that all the company's property and equipment (its assets) must be sold. The money from the sale will be used (35) pay all its debts. The shareholders may lose the money they paid for the shares. If the company still does not have enough money to pay all its (36) , the shareholders do not have to pay any more money. In other words, the shareholders' liability for debts is limited (37) the value of their shares. On the other hand, if you are an owner (38) a business, which is not limited, for example a sole proprietorship (owned by one person) or a partnership (owned by between 2 and 20 people) and your business fails, you will go bankrupt. In this case you might have to sell your own private possessions (your house, car, furniture, etc.) to pay all your creditors. In other (39) , sole proprietors and partners have unlimited liability (40) their firm's debts.

(31)

？Read the following article about a corporation and the questions on the opposite page.

？For each question 15-20, mark one letter (A, B, C or D ) on your Answer Sheet for the answer you choose.

Whatever your business, you can no longer hide from the intense glare of stakeholders. The Internet has given employees, business partners, customers, shareholders and local and global neighbors unprecedented power to know what you and your company are up to. If you are abusing employees or the quality of your product has suffered or you're keeping important data from your suppliers or shareholders, you can count on that getting out via the Internet and coming back to bite you. Armed with such knowledge, your shareholders can jump right back online to spread the word, organize response, and, eventually, determine the fate of your company. How can you avoid becoming an unwitting target？ For starters, your company had better have great products and fair prices, because everyone will know instantly if it doesn't. But you've got to keep the confidence of all your stakeholders ——not just customers or shareholders —— with honesty, accountability, consideration, and, above all, transparency. Here's how that plays out hi successful companies.

Employees. You lead by example whether you intend to or not. When employees don't trust you, they won't build trust for you with customers and business partners. Instead they will play office politics, and productivity will plummet. Microsoft has employee transparency down to a science. Tim Sinclair, who runs the company's huge website, says, "When there's good news, everyone knows. When there's bad news, tell everyone."

Business partners. In the competition among supply chains, trust means lower transaction costs and better performance. Radio frequency ID tugs will bring about ever more accurate real-time information sharing. Wal-Mart — no surprise -- is among the first to tell its suppliers to get with this technology.

Customers. Transparency with consumers can be a force for competitive advantage. When a Stanford Student detailed the source code for Lego's Mindstorms robotic toy online, not only did the company decide not to sue the student, it encouraged its customers to tinker with the software, even going so far as to develop a website where people can share their creations. Its budding community of customer/ developers has helped Lego expand the market for its robot, helping to popularize it on campuses and among engineers. It gained, essentially for free, new markets, new product ideas, and sheet credibility.

Communities. Think accountability, not just philanthropy. Chiquita was once reviled for its alleged activities in Latin America: It was said to have fomented political coups, bribed politicians, pillaged the environment, and brutalized employees. In 1998 it adopted a policy of corporate responsibility, which calls for honest and open communication about its problems and heating all people with dignity and respect. The policy came too late to save the company from bankruptcy in November 2001, but Chiquita executives say it was instrumental in helping the banana giant repair relations with workers, suppliers, local communities, and environmental activists -- and emerge from Chapter 11 in better shape four months later.

Shareholders. Progressive insurance CEO Glenn Renwick is making an inquisitive investor's dream come true. Progressive says it's the only Fortune 500 company to report operating costs on a monthly basis. "I view it as the owners' information," Renwick says. "When you have information, you should disclose it, good or bad, exactly as it is." Result: Since 2001, Progressive's share price has gone from ＄43 to more than ＄70. Transparency builds trust with shareholders.

In the age of transparency, integrity goes to the bottom line: if you'v

A．to have an intense look at each other's business secrets.

B．to be able to take important data from the database.

C．to get access to his suppliers and clients easily.

D．to determine the fate of the other's business.

Read this report about the limited company.

In most of the lines 34—35 there is one extra word. It is either grammatically incorrect or does not fit in with the meaning of the text. Some lines, however, are correct.

If a line is correct, write CORRECT on your Answer Sheet.

If there is an extra word in the line, write the extra word in CAPITAL LETTERS on your Answer Sheet.

What Is An Limited Company

When a limited company has started for trading, you do not invest in shares by

giving more capital to the company. You buy for them from one of the shareholders.

34 If it is a public limited company, shares can be bought and sold freely, usually

35 at a Stock Exchange. If the company is doing well and paying high dividends,

36 then you might pay more than the face value of the shares. If what it is doing badly

37 you might pay less than the face value of the shares. The price you pay at the Stock

38 Exchange for your shares is their market value. If that the company fails, it will

39 stop trading and go into liquidation. This means that all the company's property and

40 equipment must be sold and the money from the sale will be used to pay for all

41 its debts. The shareholders may lose the money they paid for the shares. If the

42 company still does not have enough money to pay all its debts, the shareholders

43 do not have to pay any more money. In other words, the shareholders' liability for

44 debts is limited to the value of their shares. On the other hand, if when you are an

45 owner of a business, which is not limited, when business fails, you will go bankrupt

(34)

ound their high-tech production unit and there was a presentation of some of the products they're planning. They're certainly coming up with plans for some innovative products. I'm fairly sure we can come to some agreement about working together on at least two of them, though there'll be some hard bargaining, I should think.

？You will hear five short recordings. Each person is talking on the phone.

？For each recording, decide what is the main topic of their call.

？Write one letter (A - H) next to the number of the recording.

？Do not use any letter more than once.

？You will hear the five recordings twice.

A. A departmental meeting

B. An employment interview

C. A negotiation with merchandiser

D. A visit to a plant

E. A shareholders' meeting

F. A training workshop

G. A conference

H. A visit to the trade show