(ii) Explain the ethical tensions between these roles that Anne is now experiencing. (4 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.

正确答案：
(b) Strategic and operational risks
Strategic risks
These arise from the overall strategic positioning of the company in its environment. Some strategic positions give rise to
greater risk exposures than others. Because strategic issues typically affect the whole of an organisation and not just one or
more of its parts, strategic risks can potentially concern very high stakes – they can have very high hazards and high returns.
Because of this, they are managed at board level in an organisation and form. a key part of strategic management.
Operational risks
Operational risks refer to potential losses arising from the normal business operations. Accordingly, they affect the day-to-day
running of operations and business systems in contrast to strategic risks that arise from the organisation’s strategic positioning.
Operational risks are managed at risk management level (not necessarily board level) and can be managed and mitigated by
internal control systems.
The secrecy option would be a strategic risk for the following reasons.
It would radically change the environment that SHC is in by reducing competition. This would radically change SHC’s strategic
fit with its competitive environment. In particular, it would change its ‘five forces’ positioning which would change its risk
profile.
It would involve the largest investment programme in the company’s history with new debt substantially changing the
company’s financial structure and making it more vulnerable to short term liquidity problems and monetary pressure (interest
rates).
It would change the way that stakeholders view SHC, for better or worse. It is a ‘crisis issue’, certain to polarise opinion either
way.
It will change the economics of the industry thereby radically affecting future cost, revenue and profit forecasts.
There may be retaliatory behaviour by SHC’s close competitor on 25% of the market.
[Tutorial note: similar reasons if relevant and well argued will attract marks]

正确答案：
(ii) Accountability to equity investors
Voluntary disclosures are an effective way of redressing the information asymmetry that exists between management and
investors. In adding to mandatory content, voluntary disclosures give a fuller picture of the state of the company.
More information helps investors decide whether the company matches their risk, strategic and ethical criteria, and
expectations.
Makes the annual report more forward looking (predictive) whereas the majority of the numerical content is backward
facing on what has been.
Helps transparency in communicating more fully thereby better meeting the agency accountability to investors,
particularly shareholders.
There is a considerable amount of qualitative information that cannot be conveyed using statutory numbers (such as
strategy, ethical content, social reporting, etc).
Voluntary disclosure gives a more rounded and more complete view of the company, its activities, strategies, purposes
and values.
Voluntary disclosure enables the company to address specific shareholder concerns as they arise (such as responding
to negative publicity).
[Tutorial note: other valid points will attract marks]

正确答案：
(b) (i) Contrasting roles
Joint professional and organisational roles are common to most professionals (medical professionals, for example).
Although the roles are rarely in conflict, in most cases it is assumed that any professional’s primary duty is to the public
interest rather than the organisation.
Organisational role
As a member of the staff of Fillmore Pierce, Anne is a part of the hierarchy of an organisation and answerable to her
seniors. This means that under normal circumstances, she should comply with the requirements of her seniors. As an
employee, Anne is ultimately accountable to the principals of the organisation (the partners in an audit firm or the
shareholders in a company), and, she is subject to the cultural norms and reasonable expectations of work-group
membership. It is expected that her behaviour at work will conform. to the social and cultural norms of the organisation
and that she will be efficient and hard working in her job.
Professional role
As an accountant, Anne is obliged to maintain the high professional and ethical standards of her profession. If her
profession is underpinned by an ethical or professional code, she will need to comply with that in full. She needs to
manage herself and co-ordinate her activities so as to meet professional standards. In this, she needs to ensure that she
informs herself in current developments in her field and undertakes continuing professional development as required by
her professional accounting body. She is and will remain accountable to her professional body in terms of continued
registration and professional behaviour. In many cases, this accountability will be more important than an accountability
to a given employer as it is the membership of the professional body that validates Anne’s professional skills.

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.

正确答案：
(ii) Market Penetration
With regard to existing products it would appear that a strategy of market penetration is being followed, whereby attempts
are made to sell existing products into existing markets. This is a low risk strategy which is most unlikely to lead to high
rates of growth, reflected in the forecast increase of 2% per annum in the years ending 30 November 2008 and 2009.
Management seeks here to increase its market share with the current product range. In pursuing a penetration strategy
the management of Vision plc may to some extent be able to exploit opportunities including the following:
– Encouraging existing customers to buy more of their brand
– Encouraging customers who are buying a competitor’s brand to switch to their brand
– Encouraging non-users within the segment to buy their brand
‘Strengths’ within the current portfolio will need to be consolidated and any areas of weakness addressed with remedial
action.
Market Development
The purchase of the retail outlets will enable management to sell existing products via new channels of distribution. The
products of both the Astronomy and Outdoor Pursuits divisions could be sold via the retail outlets. Very often new
markets can be established in geographical terms. Management could, for example, look to promote the sale of
microscopes and associated equipment to overseas hospitals.
Product Development
The launch of the Birdcam-V is an example of a product development strategy whereby new products are targeted at
existing markets. Very often, existing products can be improved, or if an organisation possesses adequate resources,
completely new products can be developed to meet existing market needs. Some of the main risks here lie in the ‘time
to market’ and product development costs which frequently go well beyond initial estimates.
Diversification
The purchase of Racquets Ltd is an example of diversification on the part of Vision plc since the products and markets
of Racquets Ltd bear no relationship to the existing products and markets of the company. In this regard the
diversification is said to be unrelated.
The establishment of the Oceanic division could be regarded as a related diversification since existing technology will be
used to develop new products for new markets. The success of this strategy will very much depend on the strength of
the Vision brand.

正确答案：
(b) Need for ethical guidance
■ Accountants (firms and individuals) working in a country that criminalises money laundering are required to comply with
anti-money laundering legislation and failure to do so can lead to severe penalties. Guidance is needed because:
– legal requirements are onerous;
– money laundering is widely defined; and
– accountants may otherwise be used, unwittingly, to launder criminal funds.
■ Accountants need ethical guidance on matters where there is conflict between legal responsibilities and professional
responsibilities. In particular, professional accountants are bound by a duty of confidentiality to their clients. Guidance
is needed to explain:
– how statutory provisions give protection against criminal action for members in respect of their confidentiality
requirements;
– when client confidentiality over-ride provisions are available.
■ Further guidance is needed to explain the interaction between accountants’ responsibilities to report money laundering
offences and other reporting responsibilities, for example:
– reporting to regulators;
– auditor’s reports on financial statements (ISA 700);
– reports to those charged with governance (ISA 260);
– reporting misconduct by members of the same body.
■ Professional accountants are required to communicate with each other when there is a change in professional
appointment (i.e. ‘professional etiquette’). Additional ethical guidance is needed on how to respond to a ‘clearance’ letter
where a report of suspicion has been made (or is being contemplated) in respect of the client in question.
Tutorial note: Although the term ‘professional clearance’ is widely used, remember that there is no ‘clearance’ that the
incumbent accountant can give or withhold.
■ Ethical guidance is needed to make accountants working in countries that do not criminalise money laundering aware
of how anti-money laundering legislation may nevertheless affect them. Such accountants may commit an offence if,
for example, they conduct limited assignments or have meetings in a country having anti-money laundering legislation
(e.g. UK, Ireland, Singapore, Australia and the United States).

正确答案：

This question requires candidates to consider the law relating to terms in contracts. It specifically requires the candidates to distinguish between terms and mere representations and then to establish the difference between express and implied terms in contracts.
(a) As the parties to a contract will be bound to perform. any promise they have contracted to undertake, it is important to distinguish between such statements that will be considered part of the contract, i.e. terms, and those other pre-contractual statements which are not considered to be part of the contract, i.e. mere representations. The reason for distinguishing between them is that there are different legal remedies available if either statement turns out to be incorrect.
A representation is a statement that induces a contract but does not become a term of the contract. In practice it is sometimes difficult to distinguish between the two, but in attempting to do so the courts will focus on when the statement was made in relation to the eventual contract, the importance of the statement in relation to the contract and whether or not the party making the statement had specialist knowledge on which the other party relied (Oscar Chess v Williams (1957) and Dick
Bentley v Arnold Smith Motors (1965)).
(b) Express terms are statements actually made by one of the parties with the intention that they become part of the contract and
thus binding and enforceable through court action if necessary. It is this intention that distinguishes the contractual term from
the mere representation, which, although it may induce the contractual agreement, does not become a term of the contract.
Failure to comply with the former gives rise to an action for breach of contract, whilst failure to comply with the latter only gives rise to an action for misrepresentation.

Such express statements may be made by word of mouth or in writing as long as they are sufficiently clear for them to be enforceable. Thus in Scammel v Ouston (1941) Ouston had ordered a van from the claimant on the understanding that the balance of the purchase price was to be paid ‘on hire purchase terms over two years’. When Scammel failed to deliver the van Ouston sued for breach of contract without success, the court holding that the supposed terms of the contract were too
uncertain to be enforceable. There was no doubt that Ouston wanted the van on hire purchase but his difficulty was that
Scammel operated a range of hire purchase terms and the precise conditions of his proposed hire purchase agreement were
never sufficiently determined.
Implied terms, however, are not actually stated or expressly included in the contract, but are introduced into the contract by implication. In other words the exact meaning and thus the terms of the contract are inferred from its context. Implied terms can be divided into three types.
Terms implied by statute
In this instance a particular piece of legislation states that certain terms have to be taken as constituting part of an agreement, even where the contractual agreement between the parties is itself silent as to that particular provision. For example, under s.5 of the Partnership Act 1890, every member of an ordinary partnership has the implied power to bind the partnership in a contract within its usual sphere of business. That particular implied power can be removed or reduced by the partnership agreement and any such removal or reduction of authority would be effective as long as the other party was aware of it. Some implied terms, however, are completely prescriptive and cannot be removed.
Terms implied by custom or usage
An agreement may be subject to terms that are customarily found in such contracts within a particular market, trade or locality. Once again this is the case even where it is not actually specified by the parties. For example, in Hutton v Warren (1836), it was held that customary usage permitted a farm tenant to claim an allowance for seed and labour on quitting his tenancy. It should be noted, however, that custom cannot override the express terms of an agreement (Les Affreteurs Reunnis SA v Walford (1919)).
Terms implied by the courts Generally, it is a matter for the parties concerned to decide the terms of a contract, but on occasion the court will presume that the parties intended to include a term which is not expressly stated. They will do so where it is necessary to give business efficacy to the contract.

Whether a term may be implied can be decided on the basis of the officious bystander test. Imagine two parties, A and B, negotiating a contract, when a third party, C, interrupts to suggest a particular provision. A and B reply that that particular term is understood. In just such a way, the court will decide that a term should be implied into a contract.
In The Moorcock (1889), the appellants, owners of a wharf, contracted with the respondents to permit them to discharge their ship at the wharf. It was apparent to both parties that when the tide was out the ship would rest on the riverbed. When the tide was out, the ship sustained damage by settling on a ridge. It was held that there was an implied warranty in the contract that the place of anchorage should be safe for the ship. As a consequence, the ship owner was entitled to damages for breach of that term.
Alternatively the courts will imply certain terms into unspecific contracts where the parties have not reduced the general agreement into specific details. Thus in contracts of employment the courts have asserted the existence of implied terms to impose duties on both employers and employees, although such implied terms can be overridden by express contractual provision to the contrary.

正确答案：
6 CERTAIN PRACTICES
Tutorial note: The answer which follows is indicative of the range of points which might be made. Other relevant material will
be given suitable credit.
(a) ‘Lowballing’
Explanation of term
‘Lowballing’ is the ‘loss-leading’ practice in which auditors compete for clients by reducing their fees for statutory audits.
Lower audit fees are then compensated by the auditor carrying out more lucrative non-audit work (e.g. consultancy and tax
advice). Audits may even be offered for free.
Such ‘predatory pricing’ may undercut an incumbent auditor to secure an appointment into which higher price consultancy
services may be sold.
Ethical risks
There is a risk of incompetence if the non-audit work does not materialise and the lowballing firm comes under pressure to
cut corners or resort to irregular practices (e.g. the falsification of audit working papers) in order to ‘keep within budget’.
However, a lack of audit quality may only be discovered if the situation arises that the company collapses and the auditors
are charged with negligence.
If, rather than comprise the quality of the audit, an audit firm substantially increases audit fees, a fee dispute could arise. In
this case the client might refuse to pay the higher fee. It could be difficult then for the firm to take the matter to arbitration
if the client was misled. Thus an advocacy threat may arise.
Financial dependence is a direct incentive that threatens independence. A self-interest threat therefore arises when, having
secured the audit, the audit firm needs the client to retain its services in order to recoup any losses initially incurred.
The provision of many other services gives rise to a self-review threat (as well as a self-interest threat).
Sufficiency of current ethical guidance
In current ethical guidance, the fact that an accountancy firm quotes a lower fee than other tendering firms is not improper,
providing that the prospective client is not misled about:
– the precise range of services that the quoted fee is intended to cover; and
– the likely level of fees for any other work undertaken.
This is clearly insufficient to prevent the practice of lowballing.
Legal prohibitions on the provision of many non-audit services (e.g. bookkeeping, financial information systems design and
implementation, valuation services, actuarial services, internal audit (outsourced), human resource services for executive
positions, investment and legal services) should make lowballing a riskier pricing strategy. This may curb the tendency to
lowball.
Lowballing could be eliminated if, for example, auditors were required to act ‘exclusively as auditors’. Although regulatory
environments have moved towards this there is not a total prohibition on non-audit services.

正确答案：
(b) There are several issues that must be addressed as a matter of urgency:
Extra work must be planned to discover the extent of the breakdown in internal controls that occurred during the year. It is
important to decide whether the errors were isolated, or continued through the accounting period and whether similar errors
have occurred in other areas e.g. cash receipts from existing customers or cash payments. A review of the working papers of
the internal audit team should be carried out as soon as possible. The materiality of the errors should be documented.
Errors discovered in the accounting systems will have serious implications for the planned audit approach of new customer
deposits. Nate & Co must plan to expand audit testing on this area as control risk is high. Cash deposits will represent a
significant class of transaction in CF Co. A more detailed substantive approach than used in prior year audits may be needed
in this material area if limited reliance can be placed on internal controls.
A combination of the time spent investigating the reasons for the errors, their materiality, and a detailed substantive audit on
this area means that the audit is likely to take longer than previously anticipated. This may have cost and recoverability
implications. Extra staff may need to be assigned to the audit team, and the deadline for completion of audit procedures may
need to be extended. This will need to be discussed with CF Co.
Due to the increased audit risk, Nate & Co should consider increasing review procedures throughout the audit. In addition CF
Co is likely to be a highly regulated company as it operates in financial services, increasing possible attention focused on the
audit opinion. These two factors indicate that a second partner review would be recommended.
A separate issue is that of Jin Sayed offering advice to the internal audit team. The first problem raised is that of quality control.
A new and junior member of the audit team should be subject to close direction and supervision which does not appear to
have been the case during this assignment.
Secondly, Jin Sayed should not have offered advice to the internal audit team. On being made aware of the errors, he should
have alerted a senior member of the audit team, who then would have decided the action to be taken. This implies that he
does not understand the limited extent of his responsibilities as a junior member of the audit team. Nate & Co may wish to
review the training provided to new members of staff, as it should be made clear when matters should be reported to a senior,
and when matters can be dealt with by the individual.
Thirdly, Jin Sayed must be questioned to discover what exactly he advised the internal audit team to do. Despite his academic
qualification, he has little practical experience in the financial information systems of CF Co. He may have given inappropriate
advice, and it will be crucial to confirm that no action has been taken by the internal audit team.
The audit partner should consider if Nate & Co are at risk because of the advice that has been provided by Jin Sayed. As he
is a member of the audit team, his advice would be considered by the client as advice offered by Nate & Co, and the partner
should ascertain by discussion with the client whether this advice has been acted upon.
Finally Nate & Co should consider whether as a firm they could provide the review of the financial information technology
system, as requested by CF Co. IFAC’s Code of Ethics, and ACCA’s Code of Ethics and Conduct places restrictions on the
provision of non-audit services. Nate & Co must be clear in what exactly the ‘review’ will involve.
Providing a summary of weaknesses in the system, with appropriate recommendations is considered part of normal audit
procedures. However, given the errors that have arisen in the year, CF Co may require Nate & Co to design and implement
changes to the system. This would constitute a self-review threat and should only be considered if significant safeguards are
put in place, for example, using a separate team to provide the non-audit service and/or having a second partner review of
the work.

正确答案：
(ii) Several significant financial statement risks are indicated by the press cutting.
Overstatement of property, plant and equipment
Medix Co has constructed a research laboratory which is likely to be impaired at the year end. The local authority has
the power to shut down the facility, and it is clear from the press cutting that this is likely to happen before the year end.
Following IAS 36 Impairment of Assets, the premises should be written down to recoverable amount, and the
impairment loss recognised as an expense. The directors should carry out an impairment review before the year end. If
the premises cannot be used as intended then the recoverable amount (measured using the higher of value in use and
fair value less selling cost) is likely to be less than current carrying value. In this case, assuming the local authority is
successful in shutting down the research laboratory, the recoverable amount is likely to be nil, as the premises have no
value in use, as it will never be used commercially, and has no market value as it is likely to be demolished.
In addition, any tangible assets such as laboratory equipment located at the premises should be tested for impairment
as if the company cannot use the premises then the assets contained within it are likely to have a lower recoverable
amount than carrying value.
Contingency – fines or penalties imposed by local authority
The press cutting indicates that Medix Co has been sued before, and that the local authority may again take legal action
against the company. IAS 37 Provisions, Contingent Liabilities and Contingent Assets states that a provision should be
recognised if the company has a probable obligation at the year end which can be measured reliably. If payment is
deemed only possible at the year end, then disclosure of the contingent liability should be made in a note to the financial
statements.
If the local authority commences legal proceedings against Medix Co before the year end of 30 June 2008, then
management should assess the probability of payment. The financial statement risk is not recognising a provision (and
associated expense within the income statement), or not disclosing a contingency.
Demolition costs
The local authority may require Medix Co to demolish the premises. If this demand is made before the year end, Medix
Co should recognise a provision for demolition costs as an unavoidable legal obligation would have been created. The
financial statement risk is that in this situation, Medix Co fails to recognise a provision and associated expense within
the income statement.
Going concern
The above issues could indicate that the company may not continue in operational existence. The potential lack of
disclosure of these issues represents a financial statement risk.

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.

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.

正确答案：

(c) (i) For the secrecy option
Important developments at SHC
This is an exciting time for the management and shareholders of Swan Hill Company. The research and development
staff at SHC have made a groundbreaking discovery (called the ‘sink method’) that will enable your company to produce
its major product at lower cost, in higher volumes and at a much higher quality than our competitors will be able to
using, as they do, the existing production technology. The sink process also produces at a lower rate of environmental
emissions which, as I’m sure shareholders will agree, is a very welcome development.
When considering the options following the discovery, your board decided that we should press ahead with the
investment needed to transform. the production facilities without offering the use of the technology to competitors under
a licensing arrangement. This means that once the new sink production comes on stream, SHC shareholders can, your
board believes, look forward to a significant strengthening of our competitive position.
The business case for this option is overwhelming. By pushing ahead with the investment needed to implement the sink
method, the possibility exists to gain a substantial competitive advantage over all of SHC’s competitors. It will place SHC
in a near monopolist position in the short term and in a dominant position long term. This will, in turn, give the company
pricing power in the industry and the likelihood of superior profits for many years to come. We would expect SHC to
experience substantial ‘overnight’ growth and the returns from this will reward shareholders’ loyalty and significantly
increase the value of the company. Existing shareholders can reasonably expect a significant increase in the value of
their holdings over the very short term and also over the longer term.
Ethical implications of the secrecy option
In addition to the overwhelming business case, however, there is a strong ethical case for the secrecy option. SHC
recognises that it is the moral purpose of SHC to make profits in order to reward those who have risked their own money
to support it over many years. Whilst some companies pursue costly programmes intended to serve multiple stakeholder
interests, SHC recognises that it is required to comply with the demands of its legal owners, its shareholders, and not
to dilute those demands with other concerns that will reduce shareholder returns. This is an important part of the agency
relationship: the SHC board will always serve the best economic interests of its shareholders: its legal owners. The SHC
board believes that any action taken that renders shareholder returns suboptimal is a threat to shareholder value and an
abuse of the agency position. Your board will always seek to maximise shareholder wealth; hence our decision to pursue
the secrecy option in this case. The secrecy option offers the possibility of optimal shareholder value and because
shareholders invest in SHC to maximise returns, that is the only ethical action for the board to pursue. Happily, this
option will also protect the employees’ welfare in SHC’s hometown of Swan Hill and demonstrate its commitment to the
locality. This, in turn, will help to manage two of the key value-adding resources in the company, its employees and its
reputation. This will help in local recruitment and staff retention in future years.
(ii) For the licensing option
Important developments at SHC
Your board was recently faced with a very difficult business and ethical decision. After the discovery by SHC scientists
of the groundbreaking sink production method, we had a choice of keeping the new production technology secret or
sharing the breakthrough under a licensing arrangement with our competitors. After a lengthy discussion, your board
decided that we should pursue the licensing option and I would like to explain our reasons for this on both business and
ethical grounds.
In terms of the business case for licensing, I would like shareholders to understand that although the secrecy option may
have offered SHC the possibility of an unassailable competitive advantage, in reality, it would have incurred a number
of risks. Because of the speed with which we would have needed to have acted, it would have necessitated a large
increase in our borrowing, bringing about a substantial change in our financial structure. This would, in turn, increase
liquidity pressures and make us more vulnerable to rising interest rates. A second risk with the secrecy option would
involve the security of the sink technology ‘secret’. If the sink process was leaked or discovered by competitors and
subsequently copied, our lack of a legally binding patent would mean we would have no legal way to stop them
proceeding with their own version of the sink process.
As well as avoiding the risks, however, the licensing option offers a number of specific business advantages. The royalties
from the licences granted to competitors are expected to be very large indeed. These will be used over the coming years
to extend our existing competitive advantage in the future. Finally, the ‘improvement sharing’ clause in the licensing
contract will ensure that the sink process will be improved and perfected with several manufacturers using the
technology at the same time. SHC’s sink production may, in consequence, improve at a faster rate than would have
been the case were we to have pursued the secrecy option.
Ethical implications of the licensing option
In addition to the business case, there is also a powerful ethical case for the decision we have taken. As a good,
responsible corporate citizen, Swan Hill Company acknowledges its many stakeholders and recognises the impacts that
a business decision has on others. Your board recognises that in addition to external stakeholders having influence over
our operations, our decisions can also affect others. In this case, we have carefully considered the likelihood that keeping
the new technology a secret from our competitors would radically reshape the industry. The superior environmental
performance of the sink process over existing methods will also mean that when fully adopted, the environmental
emissions of the entire industry will be reduced. SHC is very proud of this contribution to this reduction in overall
environmental impact.
There seems little doubt that the secrecy option would have had far-reaching and unfortunate effects upon our industry
and our competitors. The licensing option will allow competitors, and their employees and shareholders, to survive. It
is a compassionate act on our part and shows mercy to the other competitors in the industry. It recognises the number
of impacts that a business decision has and would be the fairest (and most just) option given the number of people
affected.

正确答案：
(ii) Factors affecting the need for internal audit and controls
(Based partly on Turnbull guidance)
The nature of operations within the organisation arising from its sector, strategic positioning and main activities.
The scale and size of operations including factors such as the number of employees. It is generally assumed that larger
and more complex organisations have a greater need for internal controls and audit than smaller ones owing to the
number of activities occurring that give rise to potential problems.
Cost/benefit considerations. Management must weigh the benefits of instituting internal control and audit systems
against the costs of doing so. This is likely to be an issue for medium-sized companies or companies experiencing
growth.
Internal or external changes affecting activities, structures or risks. Changes arising from new products or internal
activities can change the need for internal audit and so can external changes such as PESTEL factors.
Problems with existing systems, products and/or procedures including any increase in unexplained events. Repeated or
persistent problems can signify the need for internal control and audit.
The need to comply with external requirements from relevant stock market regulations or laws. This appears to be a
relevant factor at Gluck & Goodman.

正确答案：
(c) Absolutism and relativism
Absolutism and relativism represent two extreme positions of ethical assumptions.
Definitions
An absolutist assumption is one that believes that there are ‘eternal’ rules that should guide all ethical and moral decision
making in all situations. Accordingly, in any given situation, there is likely to be one right course of action regardless of the
outcome. An absolutist believes that this should be chosen regardless of the consequences or the cost. A dogmatic approach
to morality is an example of an absolutist approach to ethics. A dogmatic assumption is one that is accepted without
discussion or debate.
Relativist assumptions are ‘situational’ in nature. Rather than arguing that there is a single right choice, a relativist will tend
to adopt a pragmatic approach and decide, in the light of the situation being considered, which is the best outcome. This will
involve a decision on what outcome is the most favourable and that is a matter of personal judgment.
Outcomes
If Anne were to adopt absolutist/dogmatic assumptions, she would be likely to decide that she would need to pursue what
she perceives is the right course of action regardless of cost to herself or the relationship with the client or her manager. Given
that she unearthed a suspect and unaccounted-for payment, and that she received an inadequate explanation from the client,
she would probably recommend extension to the audit beyond the weekend.
If Ann were to adopt relativist or pragmatic assumptions, she would have a potentially much more complicated decision to
make. She would have to decide whether it was more important, ethically, to yield to the pressure from Zachary in the
interests of her short-term career interests or ‘hold out’ to protect the interests of the shareholders. Anne could recommend
sign off and trust the FD’s explanation but she is more likely to seek further evidence or assurance from the company before
she does so.

正确答案：
(ii) The forecast situation of Diverse Holdings Plc is not without its problems. KAL and OPL require the immediate attention
of management. The position of KAL is precarious to say the least. There is a choice of strategies for it:
(i) Outsource the manufacture of appliances
(ii) Set up a manufacturing operation overseas
(ii) Withdraw from the market.
Each alternative must be assessed. Whatever decision is taken it is unlikely to affect the other four subsidiaries.
PSL is also independent of the other subsidiaries. A strategic decision to widen its range of products and outlets must
surely help. Hence management should endeavour to find new markets for its products, which are separate and distinct
from those markets served by its appointed distributors.
21
In order to improve the prospects of OPL management need to adopt appropriate strategies since at the present time the
company appears to be in a high growth market but is unable to capture a reasonable market share. Perhaps the answer
lies in increased or more effective advertising of the endorsement of the product range by health and safety experts.
Management should endeavour to develop a strategy to integrate further its subsidiaries so that they can benefit from
each other and also derive as much synergy as possible from the acquisition of HTL.
It is of paramount importance that management ensure that sufficient funds are channelled into growing OFL and HTL,
which are both showing a rising trend in profitability. The group has depleted cash reserves which must to some extent
be attributable to the purchase of HTL. It is possible that the divestment of KAL would provide some much needed
funding.

正确答案：
(ii) Sensitivity analysis could be used to assess how responsive the NPV calculated in part (a) in respect of each decision
option change is to changes in the variables used to calculate it. The application of sensitivity analysis requires that the
net present values are calculated under alternative assumptions in order to determine how sensitive they are to changing
conditions. In this particular example then a relatively small change in the forecast cash flows might lead to a change
in the investment decision. The application of sensitivity analysis can indicate those variables to which the NPV is most
sensitive and the extent to which these variables may change before an investment results in a negative NPV. Thus the
application of sensitivity analysis may provide management with an indication of why a particular project might fail. The
directors of Stay Cool Ltd should give consideration to the potential variations in the independent variables which feature
in the decision-making process such as:
– estimated revenues
– estimated operating costs
– estimated working lives
– estimated repair costs
– the estimated discount rate i.e. cost of capital of each alternative investment.
Sensitivity analysis has some serious limitations. The use of the method requires changes in each variable under
consideration are isolated. However management may be focused on what happens if changes occur in two or more
critical variables. Another problem relating to the use of sensitivity analysis to forecast outcomes lies in the fact that it
provides no indication of the likelihood of the occurrence of changes in critical variables.

正确答案：

Tutorial note:
In order to apply any piece of legislation, judges have to determine its meaning. In other words they are required to interpret the
statute before them in order to give it meaning. The diffi culty, however, is that the words in statutes do not speak for themselves and
interpretation is an active process, and at least potentially a subjective one depending on the situation of the person who is doing
the interpreting.
Judges have considerable power in deciding the actual meaning of statutes, especially when they are able to deploy a number of
competing, not to say contradictory, mechanisms for deciding the meaning of the statute before them. There are, essentially, two
contrasting views as to how judges should go about determining the meaning of a statute – the restrictive, literal approach and the
more permissive, purposive approach.
(a) The literal approach
The literal approach is dominant in the English legal system, although it is not without critics, and devices do exist for
circumventing it when it is seen as too restrictive. This view of judicial interpretation holds that the judge should look primarily
to the words of the legislation in order to construe its meaning and, except in the very limited circumstances considered below,
should not look outside of, or behind, the legislation in an attempt to fi nd its meaning.
Within the context of the literal approach there are two distinct rules:
(i) The literal rule
Under this rule, the judge is required to consider what the legislation actually says rather than considering what it might
mean. In order to achieve this end, the judge should give words in legislation their literal meaning, that is, their plain,
ordinary, everyday meaning, even if the effect of this is to produce what might be considered an otherwise unjust or
undesirable outcome (Fisher v Bell (1961)) in which the court chose to follow the contract law literal interpretation of
the meaning of offer in the Act in question and declined to consider the usual non-legal literal interpretation of the word
(offer).

(ii) The golden rule
This rule is applied in circumstances where the application of the literal rule is likely to result in what appears to the court
to be an obviously absurd result. It should be emphasised, however, that the court is not at liberty to ignore, or replace,
legislative provisions simply on the basis that it considers them absurd; it must fi nd genuine diffi culties before it declines
to use the literal rule in favour of the golden one. As examples, there may be two apparently contradictory meanings to a
particular word used in the statute, or the provision may simply be ambiguous in its effect. In such situations, the golden
rule operates to ensure that preference is given to the meaning that does not result in the provision being an absurdity.
Thus in Adler v George (1964) the defendant was found guilty, under the Offi cial Secrets Act 1920, with obstruction
‘in the vicinity’ of a prohibited area, although she had actually carried out the obstruction ‘inside’ the area.
(b) The purposive approach
The purposive approach rejects the limitation of the judges’ search for meaning to a literal construction of the words of
legislation itself. It suggests that the interpretative role of the judge should include, where necessary, the power to look beyond
the words of statute in pursuit of the reason for its enactment, and that meaning should be construed in the light of that purpose
and so as to give it effect. This purposive approach is typical of civil law systems. In these jurisdictions, legislation tends to set
out general principles and leaves the fi ne details to be fi lled in later by the judges who are expected to make decisions in the
furtherance of those general principles.
European Community (EC) legislation tends to be drafted in the continental manner. Its detailed effect, therefore, can only be
determined on the basis of a purposive approach to its interpretation. This requirement, however, runs counter to the literal
approach that is the dominant approach in the English system. The need to interpret such legislation, however, has forced
a change in that approach in relation to Community legislation and even with respect to domestic legislation designed to
implement Community legislation. Thus, in Pickstone v Freemans plc (1988), the House of Lords held that it was permissible,
and indeed necessary, for the court to read words into inadequate domestic legislation in order to give effect to Community
law in relation to provisions relating to equal pay for work of equal value. (For a similar approach, see also the House of Lords’
decision in Litster v Forth Dry Dock (1989) and the decision in Three Rivers DC v Bank of England (No 2) (1996).) However,
it has to recognise that the purposive rule is not particularly modern and has its precursor in a long established rule of statutory
interpretation, namely the mischief rule.

The mischief rule
This rule permits the court to go behind the actual wording of a statute in order to consider the problem that the statute is
supposed to remedy.
In its traditional expression it is limited by being restricted to using previous common law rules in order to decide the operation
of contemporary legislation. Thus in Heydon’s case (1584) it was stated that in making use of the mischief rule the court
should consider what the mischief in the law was which the common law did not adequately deal with and which statute law
had intervened to remedy. Use of the mischief rule may be seen in Corkery v Carpenter (1950), in which a man was found
guilty of being drunk in charge of a carriage although he was in fact only in charge of a bicycle.

正确答案：
(ii) Implications for audit opinion on consolidated financial statements of Cleeves
■ If the potential adjustments to non-current asset carrying amounts and loss are not material to the consolidated
financial statements there will be no implication. However, as Howard is material to Cleeves and the modification
appears to be ‘so material’ (giving rise to adverse opinion) this seems unlikely.
Tutorial note: The question clearly states that Howard is material to Cleeves, thus there is no call for speculation
on this.
■ As Howard is wholly-owned the management of Cleeves must be able to request that Howard’s financial statements
are adjusted to reflect the impairment of the assets. The auditor’s report on Cleeves will then be unmodified
(assuming that any impairment of the investment in Howard is properly accounted for in the separate financial
statements of Cleeves).
■ If the impairment losses are not recognised in Howard’s financial statements they can nevertheless be adjusted on
consolidation of Cleeves and its subsidiaries (by writing down assets to recoverable amounts). The audit opinion
on Cleeves should then be unmodified in this respect.
■ If there is no adjustment of Howard’s asset values (either in Howard’s financial statements or on consolidation) it
is most likely that the audit opinion on Cleeves’s consolidated financial statements would be ‘except for’. (It should
not be adverse as it is doubtful whether even the opinion on Howard’s financial statements should be adverse.)
Tutorial note: There is currently no requirement in ISA 600 to disclose that components have been audited by another
auditor unless the principal auditor is permitted to base their opinion solely upon the report of another auditor.

正确答案：
4 PETRIE CO
(a) Independent auditor’s report terms
(i) Qualified opinion – A qualified opinion is expressed when the auditor concludes that an unqualified opinion cannot be
expressed but that the effect of any disagreement with management, or limitation on scope is not so material and
pervasive as to require an adverse opinion or a disclaimer of opinion.
(ii) Disclaimer of opinion – A disclaimer of opinion is expressed when the possible effect of a limitation on scope is so
material and pervasive that the auditor has not been able to obtain sufficient appropriate audit evidence and accordingly
is unable to express an opinion on the financial statements.
(iii) Emphasis of matter paragraph – An auditor’s report may be modified by adding an emphasis of matter paragraph to
highlight a matter affecting the financial statements that is included in a note to the financial statements that more
extensively discusses the matter. Such an emphasis of matter paragraph does not affect the auditor’s opinion. An
emphasis of matter paragraph may also be used to report matters other than those affecting the financial statements
(e.g. if there is a misstatement of fact in other information included in documents containing audited financial
statements).
(iii) is clearly distinguishable from (i) and (ii) because (i) and (ii) affect the opinion paragraph, whereas (iii) does not.
(i) and (ii) are distinguishable by the degree of their impact on the financial statements. In (i) the effects of any disagreement
or limitation on scope can be identified with an ‘except for …’ opinion. In (ii) the matter is pervasive, that is, affecting the
financial statements as a whole.
(ii) can only arise in respect of a limitation in scope (i.e. insufficient evidence) that has a pervasive effect. (i) is not pervasive
and may also arise from disagreement (i.e. where there is sufficient evidence).

正确答案：
(ii) Additional audit procedures
Audit procedures should focus on the appraisal of the work of the expert valuer. Procedures could include the following:
– Inspection of the written instructions provided by Poppy Co to the valuer, which should include matters such as
the objective and scope of the valuer’s work, the extent of the valuer’s access to relevant records and files, and
clarification of the intended use by the auditor of their work.
– Evaluation, using the valuation report, that any assumptions used by the valuer are in line with the auditor’s
knowledge and understanding of Poppy Co. Any documentation supporting assumptions used by the valuer should
be reviewed for consistency with the auditor’s business understanding, and also for consistency with any other
audit evidence.
– Assessment of the methodology used to arrive at the fair value and confirmation that the method is consistent with
that required by IAS 40.
– The auditor should confirm, using the valuation report, that a consistent method has been used to value each
property.
– It should also be confirmed that the date of the valuation report is reasonably close to the year end of Poppy Co.
– Physical inspection of the investment properties to determine the physical condition of the properties supports the
valuation.
– Inspect the purchase documentation of each investment property to ascertain the cost of each building. As the
properties were acquired during this accounting period, it would be reasonable to expect that the fair value at the
year end is not substantially different to the purchase price. Any significant increase or decrease in value should
alert the auditor to possible misstatement, and lead to further audit procedures.
– Review of forecasts of rental income from the properties – supporting evidence of the valuation.
– Subsequent events should be monitored for any additional evidence provided on the valuation of the properties.
For example, the sale of an investment property shortly after the year end may provide additional evidence relating
to the fair value measurement.
– Obtain a management representation regarding the reasonableness of any significant assumptions, where relevant,
to fair value measurements or disclosures.

正确答案：
(ii) Control weakness
ISA 260 contains guidance on the type of issues that should be communicated. One of the matters identified is a control
weakness in the capital expenditure transaction cycle. The assets for which no authorisation was obtained amount to
0·3% of total assets (225,000/78 million x 100%), which is clearly immaterial. However, regardless of materiality, the
auditor should ensure that the weakness is brought to the attention of the management, with a clear indication of the
implication of the weakness, and recommendations as to how the control weakness should be eliminated.
The auditor is providing information to help those charged with governance improve the internal systems and controls
and ultimately reduce business risk. In this case there is a high risk of fraud, as the lack of authorisation for purchase
of office equipment could allow expenditure on assets not used for bona fide business purposes.
Disagreement with accounting treatment of brand
Audit procedures have revealed a breach of IAS 38 Intangible Assets, in which internally generated brand names are
specifically prohibited from being recognised. Blod Co has recognised an internally generated brand name which is
material to the statement of financial position (balance sheet) as it represents 12·8% of total assets (10/78 x 100%).
The statement of financial position (balance sheet) therefore contains a material misstatement.
The report to those charged with governance should clearly explain the rules on recognition of internally generated brand
names, to ensure that the management has all relevant technical facts available. In the report the auditors should
request that the financial statements be corrected, and clarify that if the brand is not derecognised, then the audit opinion
will be qualified on the grounds of a material disagreement – an ‘except for’ opinion would be provided. Once the breach
of IAS 38 is made clear to the management in the report, they then have the opportunity to discuss the matter and
decide whether to amend the financial statements, thereby avoiding a qualified audit opinion.
Audit inefficiencies
Documentation relating to inventories was not always made readily available to the auditors. This seems to be due to
poor administration by the client rather than a deliberate attempt to conceal information. The report should contain a
brief description of the problems encountered by the audit team. The management should be made aware that
significant delay to the receipt of necessary paperwork can cause inefficiencies in the audit process. This may seem a
relatively trivial issue, but it could lead to an increase in audit fee. Management should react to these comments by
ensuring as far as possible that all requested documentation is made available to the auditors in a timely fashion.