Ruth Simmons joined Goldman Sachs’s board as an outside director in January 2000; a year later she became president of Brown University. For the rest of the decade she apparently managed both roles without attracting much criticism. But by the end of 2009, Ms. Simmons was under fire for having sat on Goldman’s compensation committee; how could she have let those enormous bonus payouts pass unremarked? By February the next year Ms. Simmons had left the board. The position was just taking up too much time, she said.

    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.

    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.

    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.

答案精析：根据题干可定位至原文第二段首句。该句指出外部董事应该作为helpful, yet less biased, advisers（可以提供帮助、少带偏见的顾问）。后文对此进行了详细阐述，外部董事要有足够的independence to disagree（提出不同意见的独立性），在困难时期能根据自己的经验give advice（提出建议）。可见外部董事应该是独立的顾问，故D选项为正确答案。

错项排除：原文虽然指出外部董事having made their wealth（已经赢得财富），但并未提及他们是否慷慨，也不能体现他们是投资者，故A选项错误。原文虽然指出外部董事应该less biased（带有较少偏见的），但他们应是作为advisers（顾问），而不是executives（高管），故B选项错误。原文只是提到在the share price, is falling（股价下跌时），外部董事可以给出建议，并不是说他们可以预测股价，故C选项错误。