(c) Explain the benefits of performance-related pay in rewarding directors and critically evaluate the implicationsof the package offered to Choo Wang. (8 marks)

第1题：

(b) Both divisions have recognised the need for a strategic alliance to help them achieve a successful entry into

European markets.

Critically evaluate the advantages and disadvantages of the divisions using strategic alliances to develop their

respective businesses in Europe. (15 marks)

正确答案：
(b) Johnson, Scholes and Whittington define a strategic alliance as ‘where two or more organisations share resources and
activities to pursue a strategy’. There are a number of types of alliance ranging from a formal joint venture through to networks
where there is collaboration but no formal agreement. The type of strategic alliance will be affected by how quickly market
conditions are changing – swift rates of change may require flexible less formal types of alliance and determine whether
specific dedicated resources are required or whether the partners can use existing resources. Johnson, Scholes and
Whittington argue that for an alliance to be successful there needs to be a clear strategic purpose and senior management
support; compatibility between the partners at all levels – this may be complicated if it is a cross-border alliance; time spent
defining and meeting performance expectations including clear goals, governance and organisational arrangements; and
finally trust both in terms of respective competences and trustworthiness.

6D–ENGAA
Paper 3.5
6D–ENGAA
Paper 3.5
The advantages that may be gained by a successful strategic alliance include creating a joint operation that has a ‘critical
mass’ that may lead to lower costs or an improved offer to the customer. It may also allow each partner to specialise in areas
where they have a particular advantage or competence. Interestingly, alliances are often entered into where a company is
seeking to enter new geographical markets, as is the case with both divisions. The partner brings local knowledge and
expertise in distribution, marketing and customer support. A good strategic alliance will also enable the partners to learn from
one another and develop competences that may be used in other markets. Often firms looking to develop an e-business will
use an alliance with a partner with experience in website development. Once its e-business is up and running a firm may
eventually decide to bring the website design skills in-house and acquire the partner.
Disadvantages of alliances range from over-dependence on the partner, not developing own core competences and a tendency
for them not to have a defined end date. Clearly there is a real danger of the partner eventually becoming a competitor.
In assessing the suitability for each division in using a strategic alliance to enter European markets one clearly has to analyse
the very different positions of the divisions in terms of what they can offer a potential partner. The earlier analysis suggests
that the Shirtmaster division may have the greater difficulty in attracting a partner. One may seriously question the feasibility
of using the Shirtmaster brand in Europe and the competences the division has in terms of manufacturing and selling to large
numbers of small independent UK clothing retailers would seem inappropriate to potential European partners. Ironically, if
the management consultant recommends that the Shirtmaster division sources some or all of its shirts from low cost
manufacturers in Europe this may provide a reason for setting up an alliance with such a manufacturer.
The prospects of developing a strategic alliance in the Corporate Clothing division are much more favourable. The division
has developed a value added service for its corporate customers, indeed its relationship with its customers can be seen as a
relatively informal network or alliance and there seems every chance this could be replicated with large corporate customers
in Europe. Equally, there may be European workwear companies looking to grow and develop who would welcome sharingthe Corporate Clothing division’s expertise.

第2题：

(c) Critically discuss FOUR principal roles of non-executive directors and explain the potential tensions between

these roles that WM’s non-executive directors may experience in advising on the disclosure of the

overestimation of the mallerite reserve. (12 marks)

正确答案：
(c) Non-executive directors
Roles of NEDs
Non-executive directors have four principal roles.
The strategy role recognises that NEDs are full members of the board and thus have the right and responsibility to contribute
to the strategic success of the organisation for the benefit of shareholders. The enterprise must have a clear strategic direction
and NEDs should be able to bring considerable experience from their lives and business experience to bear on ensuring that
chosen strategies are sound. In this role they may challenge any aspect of strategy they see fit and offer advice or input to
help to develop successful strategy.
In the scrutinising or performance role, NEDs are required to hold executive colleagues to account for decisions taken and
company performance. In this respect they are required to represent the shareholders’ interests against the possibility that
agency issues arise to reduce shareholder value.
The risk role involves NEDs ensuring the company has an adequate system of internal controls and systems of risk
management in place. This is often informed by prescribed codes (such as Turnbull in the UK) but some industries, such as
chemicals, have other systems in place, some of which fall under ISO standards. In this role, NEDs should satisfy themselves
on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
Finally, the ‘people’ role involves NEDs overseeing a range of responsibilities with regard to the management of the executive
members of the board. This typically involves issues on appointments and remuneration, but might also involve contractual
or disciplinary issues and succession planning.
Tutorial note: these four roles are as described in the UK Higgs Report and are also contained in the Combined Code 2003.
Tensions in NED roles in the case
This refers to a potential tension in the loyalties of the NEDs. Although the NED is accountable, through the chairman to the
shareholders and thus must always act in the economic best interests of the shareholders, he or she is also a part of the board
of the company and they may, in some situations, advise discretion. Withholding information might be judged correct because
of strategic considerations or longer-term shareholder interests. In most situations, NEDs will argue for greater transparency,
less concealment and more clarity of how and why a given action will be in the interests of shareholders.
The case of mallerite overestimation places the WM NEDs in a position of some tension. Any instinct to conceal the full extent
of the overestimate of the reserve for the possible protection of the company’s short-term value must be balanced against the
duty to serve longer-term strategic interests and the public interest. Whilst concealment would protect the company’s
reputation and share price in the short term, it would be a duty of the NEDs to point out that WM should observe transparency
as far as possible in its dealing with the shareholders and other capital market participants.

第3题：

(c) Critically evaluate Vincent Viola’s view that corporate governance provisions should vary by country.

(8 marks)

正确答案：
(c) Corporate governance provisions varying by country
There is a debate about the extent to which corporate governance provisions (in the form. of either written codes, laws or
general acceptances) should be global or whether they should vary to account for local differences. In this answer, Vincent
Viola’s view is critically evaluated.
In general terms, corporate governance provisions vary depending on such factors as local business culture, businesses’
capital structures, the extent of development of capital funding of businesses and the openness of stock markets. In Germany,
for example, companies have traditionally drawn much of their funding from banks thereby reducing their dependence on
shareholders’ equity. Stock markets in the Soviet Union are less open and less liquid than those in the West. In many
developing countries, business activity is concentrated among family-owned enterprises.
Against Vincent’s view
Although business cultures vary around the world, all business financed by private capital have private shareholders. Any
dilution of the robustness of provisions may ignore the needs of local investors to have their interests adequately represented.
This dilution, in turn, may allow bad practice, when present, to exist and proliferate.
Some countries suffer from a poor reputation in terms of endemic corruption and fraud and any reduction in the rigour with
which corporate governance provisions are implemented fail to address these shortcomings, notwithstanding the fact that they
might be culturally unexpected or difficult to implement.
In terms of the effects of macroeconomic systems, Vincent’s views ignore the need for sound governance systems to underpin
confidence in economic systems. This is especially important when inward investment needs are considered as the economic
wealth of affected countries are partly underpinned by the robustness, or not, of their corporate governance systems.
Supporting Vincent’s view
In favour of Vincent’s view are a number of arguments. Where local economies are driven more by small family businesses
and less by public companies, accountability relationships are quite different (perhaps the ‘family reasons’ referred to in the
case) and require a different type of accounting and governance.
There is a high compliance and monitoring cost to highly structured governance regimes that some developing countries may
deem unnecessary to incur.
There is, to some extent, a link between the stage of economic development and the adoption of formal governance codes.
It is generally accepted that developing countries need not necessarily observe the same levels of formality in governance as
more mature, developed economies.
Some countries’ governments may feel that they can use the laxity of their corporate governance regimes as a source of
international comparative advantage. In a ‘race to the bottom’, some international companies seeking to minimise the effects
of structured governance regimes on some parts of their operations may seek countries with less tight structures for some
operations.

第4题：

(d) Explain the term ‘environmental management accounting’ and the benefits that may accrue to organisations

which adopt it. (4 marks)

正确答案：
(d) Environmental management accounting (EMA) involves the generation and analysis of both financial and non-financial
information in order to support internal environmental management processes. It is complementary to the conventional
management accounting approach, with the aim to develop appropriate mechanisms that assist the management of
organisations in the identification and allocation of environmentally related costs.
Organisations that alter their management accounting practices to incorporate environmental concerns will have greater
awareness of the impact of environment-related activities on their profit and loss accounts and balance sheets. This is because
conventional management accounting systems tend to attribute many environmental costs to general overhead accounts with
the result that they are ‘hidden’ from management. It follows that organisations which adopt EMA are more likely to identify
and take advantage of cost reduction and other improvement opportunities. A concern with environmental costs will also
reduce the chances of employing incorrect pricing of products and services and taking the wrong options in terms of mix and
development decisions. This in turn may lead to enhanced customer value whilst reducing the risk profile attaching to
investments and other decisions which have long term consequences.
Reputational risk will also be reduced as a consequence of adopting (EMA) since management will be seen to be acting in
an environmentally responsible manner. Organisations can learn from the Shell Oil Company whose experience in the much
publicised Brent Spar incident cost the firm millions in terms of lost revenues as a result of a consumer boycott.

第5题：

(c) Identify TWO QUALITATIVE benefits that might arise as a consequence of the investment in a new IT system

and explain how you would attempt to assess them. (4 marks)

正确答案：
(c) One of the main qualitative benefits that may arise from an investment in a new IT system by Moffat Ltd is the improved level
of service to its customers in the form. of reduced waiting times which may arise as a consequence of better scheduling of
appointments, inventory management etc. This could be assessed via the introduction of a questionnaire requiring customers
to rate the service that they have received from their recent visit to a location within Moffat Ltd according to specific criteria
such as adherence to appointment times, time taken to service the vehicle, cleanliness of the vehicle, attitude of staff etc.
Alternatively a follow-up telephone call from a centralised customer services department may be made by Moffat Ltd
personnel in order to gather such information.
Another qualitative benefit of the proposed investment may arise in the form. of competitive advantage. Improvements in
customer specific information and service levels may give Moffat Ltd a competitive advantage. Likewise, improved inventory
management may enable costs to be reduced thereby enabling a ‘win-win’ relationship to be enjoyed with its customers.

第6题：

(b) (i) Advise the directors of GWCC on specific actions which may be considered in order to improve the

estimated return on their investment of ￡1,900,000. (8 marks)

正确答案：
(b) (i) The directors of GWCC might consider any of the following specific actions in order to improve the return on the
investment:
– Attempt to raise the selling price of the Mighty Ben cake to Superstores plc. Much will depend on the nature of the
relationship in terms of mutuality of trust and co-operation between the parties. If Superstores plc are insistent on
a launch price of ￡20·25 and a mark-up of 35% on its purchase price from GWCC then this is likely to be
unsuccessful.
– Attempt to reduce the material losses in the first 600 batches of production via improved process control.
– Attempt to negotiate a retrospective rebate based on volumes of packaging purchased.
– Improve the rate of learning of the hand-skilled cake decorators via a more intensive training programme and/or
altering the flow of production.
– Undertake a thorough review of all variable overheads which have been absorbed on the basis of direct labour
hours. It might well be the case that labour is not the only ‘cost driver’ in which case variable overheads might be
overstated.
– Undertake a thorough review of all fixed overheads to ensure that they are specific to the production of the Mighty
Ben cake.
– Adopt a ‘value engineering’ approach in order to identify ‘non value added’ features/aspects of the product or
processes used to produce it. This would have to be done in conjunction with Superstores plc, but might end in a
‘win-win’ scenario.
– Ensure that all overhead expenditure will be incurred in the most ‘economic’ manner.

第7题：

(b) Explain how growth may be assessed, and critically discuss the advantages and issues that might arise as a

result of a decision by the directors of CSG to pursue the objective of growth. (8 marks)

正确答案：
(b) Growth may be measured in a number of ways which are as follows:
Cash flow
This is a very important measure of growth as it ultimately determines the amount of funds available for re-investment by any
business.
Sales revenue
Growth in sales revenues generated is only of real value to investors if it precipitates growth in profits.
Profitability
There are many measures relating to profit which include sales margin, earnings before interest, taxation, depreciation and
amortisation (EBITDA) and earnings per share. More sophisticated measures such as return on capital employed and residual
income consider the size of the investment relative to the level of profits earned. In general terms, measures of profitability
are only meaningful if they are used as a basis for comparisons over time or in conjunction with other measures of
performance. Growth rate in profitability are useful when compared with other companies and also with other industries.
Return on investment
A growing return upon invested capital suggests that capital is being used more and more productively. Indicators of a growing
return would be measured by reference to dividend payment and capital growth.
Market share
Growth in market share is generally seen as positive as it can generate economies of scale.
Number of products/service offerings
Growth is only regarded as useful if products and services are profitable.
Number of employees
Measures of productivity such as value added per employee and profit per employee are often used by shareholders in
assessing growth. Very often an increased headcount is a measure of success in circumstances where more people are
needed in order to deliver a service to a required standard. However it is incumbent on management to ensure that all
employees are utilised in an effective manner.
It is a widely held belief that growth requires profits and that growth produces profits. Profits are essential in order to prevent
a company which has achieved growth from becoming a target for a take-over or in a worse case scenario goes into
liquidation. Hence it is fundamental that a business is profitable throughout its existence. Growth accompanied by growth in
profits is also likely to aid the long-term survival of an organisation. CSG operates in Swingland which experiences fluctuations
in its economic climate and in this respect the exploitation of profitable growth opportunities will help CSG to survive at the
expense of its competitors who do not exploit such opportunities.
Note: Alternative relevant discussion and examples would be accepted.

第8题：

Note: requirement (a) includes 4 professional marks.

A central feature of the performance measurement system at TSC is the widespread use of league tables that display

each depot’s performance relative to one another.

Required:

(b) Evaluate the potential benefits and problems associated with the use of ‘league tables’ as a means of

measuring performance. (6 marks)

正确答案：
(b) A central feature of many performance measurement systems is the widespread use of league tables that display each
business unit’s performance relative to one another. In the case of service organisations such as TSC the use of league tables
emphasises the company’s critical success factors of profitability and quality of service by reporting results on a weekly basis
at the depot level. The fact that such league tables are used by management will actively encourage competition, in terms of
performance, among depots. The individual position of a business unit in the league table is keenly observed both by the
manager of that unit and his/her peers.
In theory, performance is transparent. In practice although each depot performs essentially the same function and is subject
to the same modes of measurement, circumstances pertaining to different business units may vary significantly. Some depots
may be situated near to the hub (main distribution centre), some may be located far away and some may be in urban zones
with well developed road networks whilst others may be in remote rural areas. Measuring performance via a league table
makes no allowance whatsoever for these relative differences, hence, inequality is built into the performance measurement
system.
Moreover, depot managers might be held responsible for areas over which they have no formal control. The network nature
of the business suggests that there will be a high degree of interdependence of depots; the depot responsible for collection
will very often not be the depot responsible for delivery. Therefore, it is frequently the case that business may be gained for
which the collecting depot receives the revenue, but for which the delivering depot bears the cost. Obviously this impacts
upon the profit statements of both depots. The formal system might not recognise such difficulties, the corporate view being
that ‘the business needs to be managed’; the depots should therefore see any such anomalies as mild constraints to work
around rather than barriers to break down. In such circumstances delivering depots and collecting depots should discuss such
problems on an informal basis. Such informal discussions are aided by close communications between depots recognising
the interdependencies of the business.

第9题：

(c) Critically discuss the adoption of activity-based management (ABM) in companies such as TOC. (6 marks)

正确答案：
(c) Activity-based management (ABM) is a method of identifying and evaluating activities that a business performs using
activity-based costing to carry out a value chain analysis or a re-engineering initiative to improve strategic and operational
decisions in an organisation. Activity-based costing establishes relationships between overhead costs and activities so that
overhead costs can be more precisely allocated to products, services, or customer segments. Activity-based management
focuses on managing activities to reduce costs and improve customer value.
Kaplan and Cooper (1998) divide ABM into operational ABM and strategic ABM:
Operational ABM is about ‘doing things right’, using ABC information to improve efficiency. Those activities which add value
to the product can be identified and improved. Activities that don’t add value are the ones that need to be reduced to cut costs
without reducing product value.
Strategic ABM is about ‘doing the right things’, using ABC information to decide which products to develop and which
activities to use. This can also be used for customer profitability analysis, identifying which customers are the most profitable
and focusing on them more.
A risk with ABM is that some activities have an implicit value, not necessarily reflected in a financial value added to any
product. For instance a particularly pleasant workplace can help attract and retain the best staff, but may not be identified as
adding value in operational ABM. A customer that represents a loss based on committed activities, but that opens up leads
in a new market, may be identified as a low value customer by a strategic ABM process.
ABM can give middle managers an understanding of costs to other teams to help them make decisions that benefit the whole
organisation, not just their activities’ bottom line.

第10题：

(b) Calculate the taxable benefit in 2005/06 if Jan were to use the accommodation offered by his employer. You

may assume that the rules for calculating benefits are the same as in 2004/05. (3 marks)

正确答案：
(b) Benefit – accommodation
If Jan accepts the offer, he will occupy the building for a period of eight months in the tax year 2005/06 (from 6 August 2005
– 5 April 2006). The benefit will last for six months.
The taxable benefit is the higher of:
(i) The rent borne by the company                                                      = 600 x 6 = 3,600
(ii) The annual (rateable) value                                                           = 6,000 x 6/12 = 3,000
i.e. ￡3,600.
In addition, as the property costs in excess of ￡75,000, an additional benefit arises. The excess is subject to the official rate
of interest, and is calculated as follows:
(155,000 – 75,000) x 5% = 4,000 x 6/12                                         = 2,000
Total taxable benefit is ￡3,600 + ￡2,000 = ￡5,600.
Tutorial note: strictly speaking the additional charge does not apply if the expensive property is rented rather than owned –
therefore the above answer, whilst the most commonly given is not technically correct. One mark was awarded if the
additional benefit calculation was performed as shown above and an alternative one mark was awarded if the additional
benefit was not calculated for the correct technical reason.

第11题：

(ii) Explain why Galileo is able to pay the inheritance tax due in instalments, state when the instalments are

due and identify any further issues relevant to Galileo relating to the payments. (3 marks)

正确答案：
(ii) Payment by instalments
The inheritance tax can be paid by instalments because Messier Ltd is an unquoted company controlled by Kepler at
the time of the gift and is still unquoted at the time of his death.
The tax is due in ten equal annual instalments starting on 30 November 2008.
Interest will be charged on any instalments paid late; otherwise the instalments will be interest free because Messier is
a trading company that does not deal in property or financial assets.
All of the outstanding inheritance tax will become payable if Galileo sells the shares in Messier Ltd.
Tutorial note
Candidates were also given credit for stating that payment by instalments is available because the shares represent at
least 10% of the company’s share capital and are valued at ￡20,000 or more.

第12题：

(a) List and explain FOUR methods of selecting a sample of items to test from a population in accordance with ISA 530 (Redrafted) Audit Sampling and Other Means of Testing. (4 marks)

(b) List and explain FOUR assertions from ISA 500 Audit Evidence that relate to the recording of classes of

transactions. (4 marks)

(c) In terms of audit reports, explain the term ‘modified’. (2 marks)

正确答案：
(a)SamplingmethodsMethodsofsamplinginaccordancewithISA530AuditSamplingandOtherMeansofTesting:Randomselection.Ensureseachiteminapopulationhasanequalchanceofselection,forexamplebyusingrandomnumbertables.Systematicselection.Inwhichanumberofsamplingunitsinthepopulationisdividedbythesamplesizetogiveasamplinginterval.Haphazardselection.Theauditorselectsthesamplewithoutfollowingastructuredtechnique–theauditorwouldavoidanyconsciousbiasorpredictability.Sequenceorblock.Involvesselectingablock(s)ofcontinguousitemsfromwithinapopulation.Tutorialnote:Othermethodsofsamplingareasfollows:MonetaryUnitSampling.Thisselectionmethodensuresthateachindividual$1inthepopulationhasanequalchanceofbeingselected.Judgementalsampling.Selectingitemsbasedontheskillandjudgementoftheauditor.(b)Assertions–classesoftransactionsOccurrence.Thetransactionsandeventsthathavebeenrecordedhaveactuallyoccurredandpertaintotheentity.Completeness.Alltransactionsandeventsthatshouldhavebeenrecordedhavebeenrecorded.Accuracy.Theamountsandotherdatarelatingtorecordedtransactionsandeventshavebeenrecordedappropriately.Cut-off.Transactionsandeventshavebeenrecordedinthecorrectaccountingperiod.Classification.Transactionsandeventshavebeenrecordedintheproperaccounts.(c)AuditreporttermModified.Anauditormodifiesanauditreportinanysituationwhereitisinappropriatetoprovideanunmodifiedreport.Forexample,theauditormayprovideadditionalinformationinanemphasisofmatter(whichdoesnotaffecttheauditor’sopinion)orqualifytheauditreportforlimitationofscopeordisagreement.

第13题：

(b) Explain how the non-payment of contributions and the change in the pension benefits should be treated in

the financial statements of Savage for the year ended 31 October 2005. (4 marks)

正确答案：
(b) The contributions payable by Savage to the trustees will not count as an asset for the purposes of the valuation of the fund.
IAS19 (paragraph 103) states that plan assets should not include unpaid contributions due from the reporting entity to the
fund. Thus in the financial statements of Savage the contributions would be shown as an amount payable to the trustees
and there may be legal repercussions if the amount is not paid within a short period of time. Following the introduction of
changes to a defined benefit plan, a company should recognise immediately past service costs where the benefit has vested.
In the case where the benefits have not vested then the past service costs will be recognised as an expense over the averageperiod until the benefits vest. The company will therefore recognise $125 million at 1 November 2004.

第14题：

(b) Assess the benefits of the separation of the roles of chief executive and chairman that Alliya Yongvanich

argued for and explain her belief that ‘accountability to shareholders’ is increased by the separation of these

roles. (12 marks)

正确答案：
(b) Separation of the roles of CEO and chairman
Benefits of separation of roles
The separation of the roles of chief executive and chairman was first provided for in the UK by the 1992 Cadbury provisions
although it has been included in all codes since. Most relevant to the case is the terms of the ICGN clause s.11 and OECD
VI (E) both of which provide for the separation of these roles. In the UK it is covered in the combined code section A2.
The separation of roles offers the benefit that it frees up the chief executive to fully concentrate on the management of the
organisation without the necessity to report to shareholders or otherwise become distracted from his or her executive
responsibilities. The arrangement provides a position (that of chairman) that is expected to represent shareholders’ interests
and that is the point of contact into the company for shareholders. Some codes also require the chairman to represent the
interests of other stakeholders such as employees.
Having two people rather than one at the head of a large organisation removes the risks of ‘unfettered powers’ being
concentrated in a single individual and this is an important safeguard for investors concerned with excessive secrecy or
lack of transparency and accountability. The case of Robert Maxwell is a good illustration of a single dominating
executive chairman operating unchallenged and, in so doing, acting illegally. Having the two roles separated reduces
the risk of a conflict of interest in a single person being responsible for company performance whilst also reporting on
that performance to markets. Finally, the chairman provides a conduit for the concerns of non-executive directors who,
in turn, provide an important external representation of external concerns on boards of directors.
Tutorial note: Reference to codes other than the UK is also acceptable. In all cases, detailed (clause number) knowledge
of code provisions is not required.
Accountability and separation of roles
In terms of the separation of roles assisting in the accountability to shareholders, four points can be made.
The chairman scrutinises the chief executive’s management performance on behalf of the shareholders and will be
involved in approving the design of the chief executive’s reward package. It is the responsibility of the chairman to hold
the chief executive to account on shareholders’ behalfs.
Shareholders have an identified person (chairman) to hold accountable for the performance of their investment. Whilst
day-to-day contact will normally be with the investor relations department (or its equivalent) they can ultimately hold
the chairman to account.
The presence of a separate chairman ensures that a system is in place to ensure NEDs have a person to report to outside the
executive structure. This encourages the freedom of expression of NEDs to the chairman and this, in turn, enables issues to
be raised and acted upon when necessary.
The chairman is legally accountable and, in most cases, an experienced person. He/she can be independent and more
dispassionate because he or she is not intimately involved with day-to-day management issues.

第15题：

(b) Explain the roles of a nominations committee and assess the potential usefulness of a nominations committee

to the board of Rosh and Company. (8 marks)

正确答案：
(b) Nominations committees
General roles of a nominations committee.
It advises on the balance between executives and independent non-executive directors and establishes the appropriate
number and type of NEDs on the board. The nominations committee is usually made up of NEDs.
It establishes the skills, knowledge and experience possessed by current board and notes any gaps that will need to be filled.
It acts to meet the needs for continuity and succession planning, especially among the most senior members of the board.
It establishes the desirable and optimal size of the board, bearing in mind the current size and complexity of existing and
planned activities and strategies.
It seeks to ensure that the board is balanced in terms of it having board members from a diversity of backgrounds so as to
reflect its main constituencies and ensure a flow of new ideas and the scrutiny of existing strategies.
In the case of Rosh, the needs that a nominations committee could address are:
To recommend how many directors would be needed to run the business and plan for recruitment accordingly. The perceived
similarity of skills and interests of existing directors is also likely to be an issue.
To resolve the issues over numbers of NEDs. It seems likely that the current number is inadequate and would put Rosh in a
position of non-compliance with many of the corporate governance guidelines pertaining to NEDs.
To resolve the issues over the independence of NEDs. The closeness that the NEDs have to existing executive board members
potentially undermines their independence and a nominations committee should be able to identify this as an issue and make
recommendations to rectify it.
To make recommendations over the succession of the chairmanship. It may not be in the interests of Rosh for family members
to always occupy senior positions in the business.

第16题：

(b) Identify and explain THREE approaches that the directors of Moffat Ltd might apply in assessing the

QUALITATIVE benefits of the proposed investment in a new IT system. (6 marks)

正确答案：
(b) One approach that the directors of Moffat Ltd could adopt would be to ignore the qualitative benefits that may arise on the
basis that there is too much subjectivity involved in their assessment. The problem that this causes is that the investment will
probably look unattractive since all costs will be included in the evaluation whereas significant benefits and savings will have
been ignored. Hence such an approach is lacking in substance and is not recommended.
An alternative approach would involve attempting to attribute values to each of the identified benefits that are qualitative in
nature. Such an approach will necessitate the use of management estimates in order to derive the cash flows to be
incorporated in a cost benefit analysis. The problems inherent in this approach include gaining consensus among interested
parties regarding the footing of the assumptions from which estimated cash flows have been derived. Furthermore, if the
proposed investment does take place then it may well be impossible to prove that the claimed benefits of the new system
have actually been realised.
Perhaps the preferred approach is to acknowledge the existence of qualitative benefits and attempt to assess them in a
reasonable manner acceptable to all parties including the company’s bank. The financial evaluation would then not only
incorporate ‘hard’ facts relating to costs and benefits that are quantitative in nature, but also would include details of
qualitative benefits which management consider exist but have not attempted to assess in financial terms. Such benefits might
include, for example, the average time saved by location managers in analysing information during each operating period.
Alternatively the management of Moffat Ltd could attempt to express qualitative benefits in specific terms linked to a hierarchy
of organisational requirements. For example, qualitative benefits could be categorised as being:
(1) Essential to the business
(2) Very useful attributes
(3) Desirable, but not essential
(4) Possible, if funding is available
(5) Doubtful and difficult to justify.

第17题：

(b) Explain the major benefits of pursuing a policy of internal development. (4 marks)

正确答案：
(b) The major benefits of pursuing a policy of internal development that may accrue to Taliesin Ltd are as follows:
– By confining their activities to its internal environment the company avoids the need to manage the integration of
businesses which is necessitated by an acquisition. Management teams, when considering the acquisition of another
organisation, very often underestimate the costs of integration.
– There is no need for the board of directors of Taliesin Ltd to familiarise itself with different organisational and national
cultures, values etc, thereby avoiding many potential problems.
– The board of directors of Taliesin Ltd is better able to control the activities of the business and the need for more complex
supply chains and strategic alliances with foreign organisations is rendered unnecessary.
– All investments are made at market price whereas if the board of directors was to attempt to grow the business
acquisition then significant outlays would probably be made in respect of purchased goodwill.
– As the organisation develops and expands, staff are provided with development and learning activities that may
precipitate an increase in the level of their commitment to the organisation.

第18题：

(c) Explain the term ‘target costing’ and how it may be applied by GWCC. Briefly discuss any potential

limitations in its application. (8 marks)

正确答案：
(c) Target costing should be viewed as an integral part of a strategic profit management system. The initial consideration in target
costing is the determination of an estimate of the selling price for a new product which will enable a firm to capture its required
share of the market. In this particular example, Superstores plc, which on the face of it looks a powerful commercial
organisation, wishes to apply a 35% mark-up on the purchase price of each cake from GWCC. Since Superstores plc has
already decided on a launch price of ￡20·25 then it follows that the maximum selling price that can be charged by GWCC
is (100/135) x ￡20·25 which is ￡15·00.
This is clearly a situation which lends itself to the application of target costing/pricing techniques as in essence GWCC can
see the extent to which they fall short of the required level of return with regard to a contract with Superstores plc which ends
after twelve months. Thus it is necessary to reduce the total costs by ￡556,029 to this figure in order to achieve the desired
level of profit, having regard to the rate of return required on new capital investment. The deduction of required profit from
the proposed selling price will produce a target price that must be met in order to ensure that the desired rate of return is
obtained. Thus the main theme that underpins target costing can be seen to be ‘what should a product cost in order to achieve
the desired level of return’.
Target costing will necessitate comparison of current estimated cost levels against the target level which must be achieved if
the desired levels of profitability, and hence return on investment, are to be achieved. Thus where a gap exists between the
current estimated cost levels and the target cost, it is essential that this gap be closed.
The Directors of GWCC plc should be aware of the fact that it is far easier to ‘design out’ cost during the pre-production phase
than to ‘control out’ cost during the production phase. Thus cost reduction at this stage of a product’s life cycle is of critical
significance to business success.
A number of techniques may be employed in order to help in the achievement and maintenance of the desired level of target
cost. Attention should be focussed upon the identification of value added and non-value added activities with the aim of the
elimination of the latter. The product should be developed in an atmosphere of ‘continuous improvement’. In this regard, total
quality techniques such as the use of Quality circles may be used in attempting to find ways of achieving reductions in product
cost.
Value engineering techniques can be used to evaluate necessary product features such as the quality of materials used. It is
essential that a collaborative approach is taken by the management of GWCC and that all interested parties such as suppliers
and customers are closely involved in order to engineer product enhancements at reduced cost.
The degree of success that will be achieved by GWCC via the application of target costing principles will be very much
dependent on the extent of ‘flexibility’ in variable costs. Also the accuracy of information gathered by GWCC will assume
critical importance because the use of inaccurate information will produce calculated ‘cost gaps’ which are meaningless and
render the application of target costing principles of little value.

第19题：

(b) Explain FIVE critical success factors to the performance of HSC on which the directors must focus if HSC is

to achieve success in its marketplace. (10 marks)

正确答案：
(b) Critical success factors are as follows:
Product quality
The fact that the production staff have no previous experience in a food production environment is likely to prove problematic.
It is vital that a comprehensive training programme is put in place at the earliest opportunity. HSC need to reach and maintain
the highest level of product quality as soon as possible.
Supply quality
The quality of delivery into SFG supermarkets assumes critical significance. Time literally will be of the essence since 90%
of all sandwiches are sold in SFG’s supermarkets before 2 pm each day. Hence supply chain management must be extremely
robust as there is very little scope for error.
Technical quality
Compliance with existing regulations regarding food production including all relevant factory health and safety requirements
is vital in order to establish and maintain the reputation of HSC as a supplier of quality products. The ability to store products
at the correct temperature is critical because sandwiches are produced for human consumption and in extreme circumstance
could cause fatalities.
External credibility
Accreditation by relevant trade associations/regulators will be essential if nationwide acceptance of HSC as a major producer
of sandwiches is to be established.
New product development
Whilst HSC have developed a range of healthy eating sandwiches it must be recognised that consumer tastes change and
that in the face of competition there will always be a need for a continuous focus on new product development.
Margin
Whilst HSC need to recognise all other critical success factors they should always be mindful that the need to obtain the
desired levels of gross and net margin remain of the utmost importance.
Notes: (i) Only five critical success factors were required.
(ii) Alternative relevant discussion and examples would be acceptable.

第20题：

(c) Explain the reasons for the concerns of the government of Happyland with companies such as TMC and

advise the directors of a strategy that might be considered in order to avoid being subject to any forthcoming

legislation concerning the environment. (5 marks)

正确答案：
(c) The government of Happyland will be concerned by the negative impact on the environment. The growth in the number of
children born in Happyland will have raised the demand for disposable nappies as is evidenced from the market size data
contained in the question. In some countries disposable nappies make up around 4% of all household waste and can take
up to five hundred years to decompose! The government will be concerned by the fact that trees are being destroyed in order
to keep babies and infant children in nappies. The disposal costs incurred by the government in terms of landfill etc will be
very high, hence its green paper on the effect of non-biodegradable products in Happyland. The costs of such operations as
the landfill for such products will need to be funded out of increased taxation.
It might be beneficial for the directors of TMC to develop more eco-friendly products such as washable nappies which, by
definition, are recyclable many times over during the life of the ‘product’. Many parents are now changing to ‘real nappies’
because they work out cheaper and better for the environment than disposables.

第21题：

(b) GHG has always used local labour to build and subsequently operate hotels. The directors of GHG are again

considering employing a local workforce not only to build the hotel but also to operate it on a daily basis.

Required:

Explain TWO ways in which the possibility of cultural differences might impact on the performance of a local

workforce in building and operating a hotel in Tomorrowland. (6 marks)

正确答案：
(b) The directors of GHG should be mindful that the effectiveness of a locally employed workforce within Tomorrowland will be
influenced by a number of factors including the following:
The availability of local skills
If Tomorrowland is a lower wage economy it is quite conceivable that a sufficient number of employees possessing the
requisite skills to undertake the construction of a large hotel cannot be found. If there are insufficient local resources then this
would necessitate the training of employees in all aspects of building construction. This will incur significant costs and time
and needs to be reflected in any proposed timetable for construction of the hotel. As far as the operation of the hotel is
concerned then staff will have to be recruited and trained which will again give rise to significant start-up costs. However, this
should not present the directors of GHG with such a major problem as that of training construction staff. Indeed, it is highly
probable that GHG would use its own staff in order to train new recruits.
Attitudes to work
The prevailing culture within Tomorrowland will have a profound impact on attitudes to work of its population. Attitudes to
hours of work, timekeeping and absenteeism vary from culture to culture. For example, as regards hours of work in the
construction industry in countries which experience very hot climates, work is often suspended during the hottest part of each
day and recommenced several hours later when temperatures are much cooler. The directors of GHG need to recognise that
climatic conditions not only affect the design of a building but also its construction.
A potentially sensitive issue within regarding the use of local labour in the construction of the hotel lies in the fact that national
holidays and especially religious holidays need to be observed and taken into consideration in any proposed timetable for
construction of the hotel. As regards the operation of a hotel then consideration needs to be given to the different cultures
from which the guests come. For example, this will require a detailed consideration of menus to be offered. However, it might
well be the case that the local population might be unwilling to prepare dishes comprising ingredients which are unacceptable
to their culture due to, for example, religious beliefs.
(Note: other relevant factors would be acceptable.)

第22题：

(c) (i) Explain the inheritance tax (IHT) implications and benefits of Alvaro Pelorus varying the terms of his

father’s will such that part of Ray Pelorus’s estate is left to Vito and Sophie. State the date by which a

deed of variation would need to be made in order for it to be valid; (3 marks)

正确答案：
(c) (i) Variation of Ray’s will
The variation by Alvaro of Ray’s will, such that assets are left to Vito and Sophie, will not be regarded as a gift by Alvaro.
Instead, provided the deed states that it is intended to be effective for IHT purposes, it will be as if Ray had left the assets
to the children in his will.
This strategy, known as skipping a generation, will have no effect on the IHT due on Ray’s death but will reduce the
assets owned by Alvaro and thus his potential UK IHT liability. A deed of variation is more tax efficient than Alvaro
making gifts to the children as such gifts would be PETs and IHT may be due if Alvaro were to die within seven years.
The deed of variation must be entered into by 31 January 2009, i.e. within two years of the date of Ray’s death.

第23题：

(ii) the directors agree to disclose the note. (4 marks)

正确答案：
(ii) If the directors agree to disclose the note, it should be reviewed by the auditors to ensure that it is sufficiently detailed.
In evaluating the adequacy of the disclosure in the note, the auditor should consider whether the disclosure explicitly
draws the reader’s attention to the possibility that the entity may not be able to continue as a going concern in the
foreseeable future. The note should include a description of conditions giving rise to significant doubt, and the directors’
plans to deal with the conditions. If the note provided contains adequate information then there is no breach of financial
reporting standards, and so no disagreement with the directors.
If the disclosure is considered adequate, then the opinion should not be qualified. The auditors should consider a
modification by adding an emphasis of matter paragraph to highlight the existence of the material uncertainties, and to
draw attention to the note to the financial statements. The emphasis of matter paragraph should firstly contain a brief
description of the uncertainties, and also refer explicitly to the note to the financial statements where the situation has
been fully described. The emphasis of matter paragraph should re-iterate that the audit opinion is not qualified.
However, it could be the case that a note has been given in the financial statements, but that the details are inadequate
and do not fully explain the significant uncertainties affecting the going concern status of the company. In this situation
the auditors should express a qualified opinion, disagreeing with the preparation of the financial statements, as the
disclosure requirements of IAS 1 have not been followed.

(c) Explain the benefits of performance-related pay in rewarding directors and critically evaluate the implicationsof the package offered to Choo Wang. (8 marks)

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