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正确答案：
(b) Criticisms
The audit committee is chaired by an executive director. One of the most important roles of an audit committee is to review
and monitor internal controls. An executive director is not an independent person and so having Mr Chester as chairman
undermines the purpose of the committee as far as its role in governance is concerned.
Mr Chester, the audit committee chairman, considers only financial controls to be important and undermines the purpose of
the committee as far as its role in governance is concerned. There is no recognition of other risks and there is a belief that
management accounting can provide all necessary information. This viewpoint fails to recognise the importance of other
control mechanisms such as technical and operational controls.
Mr Hardanger’s performance was trusted without supporting evidence because of his reputation as a good manager. An audit
committee must be blind to reputation and treat all parts of the business equally. All functions can be subject to monitor and
review without ‘fear or favour’ and the complexity of the production facility makes it an obvious subject of frequent attention.
The audit committee does not enjoy the full support of the non-executive chairman, Mr Allejandra. On the contrary in fact,
he is sceptical about its value. In most situations, the audit committee reports to the chairman and so it is very important
that the chairman protects the audit committee from criticism from executive colleagues, which is unlikely given the situation
at Gluck and Goodman.
There is no internal auditor to report to the committee and hence no flow of information upon which to make control decisions.
Internal auditors are the operational ‘arms’ of an audit committee and without them, the audit committee will have little or no
relevant data upon which to monitor and review control systems in the company.
The ineffectiveness of the internal audit could increase the cost of the external audit. If external auditors view internal controls
as weak they would be likely to require increased attention to audit trails, etc. that would, in turn, increase cost.

正确答案：
(b) There are several matters that Irroy will need to be aware of in relation to value added tax and corporation tax. These are set
out below.
Residence of subsidiary
Irroy will want to ensure that the subsidiary is treated as being resident in the Republic of Ireland. It will then pay corporation
tax on its profits at lower rates than in the UK. The country of incorporation usually claims taxing rights, but this is not by
itself sufficient. Irroy needs to be aware that a company can be treated as UK resident by virtue of the location of its central
management and control. This is usually defined as being where the board of directors meets to make strategic decisions. As
a result, Irroy needs to ensure that board meetings are conducted outside the UK.
If Green Limited is treated as being UK resident, it will be taxed in the UK on its worldwide income, including that arising in
the Republic of Ireland. However, as it will be conducting trading activities in the Republic of Ireland, Green Limited will also
be treated as being Irish resident as its activities in that country are likely to constitute a permanent establishment. Thus it
may also suffer tax in the Republic of Ireland as a consequence, although double tax relief will be available (see later).
A permanent establishment is broadly defined as a fixed place of business through which a business is wholly or partly carried
on. Examples of a permanent establishment include an office, factory or workshop, although certain activities (such as storage
or ancillary activities) can be excluded from the definition.
If Green Limited is treated as being an Irish resident company, any dividends paid to Aqua Limited will be taxed under
Schedule D Case V in the UK. Despite being non resident, Green Limited will still count as an associate of the existing UK
companies, and may affect the rates of tax paid by Aqua Limited and Aria Limited in the UK. However, as a non UK resident
company, Green Limited will not be able to claim losses from the UK companies by way of group relief.
Double tax relief
If Green Limited is treated as UK resident, corporation tax at UK rates will be payable on all profits earned. However, income
arising in the Republic of Ireland is likely to have been taxed in that country also by virtue of having a permanent
establishment located there. As the same profits have been taxed twice, double tax relief is available, either by reference to
the tax treaty between the UK and the Republic of Ireland, or on a unilateral basis, where the UK will give relief for the foreign
tax suffered.
If Green Limited is treated as an Irish resident company, it will pay tax in the Republic of Ireland, based on its worldwide
taxable profits. However, any repatriation of profits to the UK by dividend will be taxed on a receipts basis in the UK. Again,
double tax relief will be available as set out above.
Double tax relief is available against two types of tax. For payments made by Green Limited to Aqua Limited on which
withholding tax has been levied, credit will be given for the tax withheld. In addition, relief is available for the underlying tax
where a dividend is received from a foreign company in which Aqua Limited owns at least 10% of the voting power. The
underlying tax is the tax attributable to the relevant profits from which the dividend was paid.
Double tax relief is given at the lower rate of the UK tax and the foreign tax (withholding and underlying taxes) suffered.
Transfer pricing
Where groups have subsidiaries in other countries, they may be tempted to divert profits to subsidiaries which pay tax at lower
rates. This can be achieved by artificially changing the prices charged (known as the transfer price) between the group
companies. While they can do this commercially through common control, anti avoidance legislation seeks to correct this by
ensuring that for taxation purposes, profits on such intra-group transactions are calculated as if the transactions were carried
out on an arms length basis. Since 1 April 2004, this legislation can also be applied to transactions between UK group
companies.
If Green Limited is treated as a UK resident company, the group’s status as a small or medium sized enterprise means that
transfer pricing issues will not apply to transactions between Green Limited and the other UK group companies.
If Green Limited is an Irish resident company, transfer pricing issues will not apply to transactions between Green Ltd and the
UK resident companies because of the group’s status as a small or medium-sized enterprise and the existence of a double
tax treaty, based on the OECD model, between the UK and the Republic of Ireland.
Controlled foreign companies
Tax legislation exists to stop a UK company accumulating profits in a foreign subsidiary which is subject to a low tax rate.
Such a subsidiary is referred to as a controlled foreign company (CFC), and exists where:
(1) the company is resident outside the UK, and
(2) is controlled by a UK resident entity or persons, and
(3) pays a ‘lower level of tax’ in its country of residence.
A lower level of tax is taken to be less than 75% of the tax that would have been payable had the company been UK resident.
If Green Limited is an Irish resident company, it will be paying corporation tax at 12·5% so would appear to be caught by
the above rules and is therefore likely to be treated as a CFC.
Where a company is treated as a CFC, its profits are apportioned to UK resident companies entitled to at least 25% of its
profits. For Aqua Limited, which would own 100% of the shares in Green Limited, any profits made by Green Limited would
be apportioned to Aqua Limited as a deemed distribution. Aqua Limited would be required to self-assess this apportionment
on its tax return and pay UK tax on the deemed distribution (with credit being given for the Irish tax suffered).
There are some exemptions which if applicable the CFC legislation does not apply and no apportionments of profits will be
made. These include where chargeable profits of the CFC do not exceed ￡50,000 in an accounting period, or where the CFC
follows an acceptable distribution policy (distributing at least 90% of its chargeable profits within 18 months of the relevant
period).
Value added tax (VAT)
Green Limited will be making taxable supplies in the Republic of Ireland and thus (subject to exceeding the Irish registration
limit) liable to register for VAT there. If Green Limited is registered for VAT in the Republic of Ireland, then supplies of goods
made from the UK will be zero rated. VAT on the goods will be levied in the Republic of Ireland at a rate of 21%. Aqua Limited
will need to have proof of supply in order to apply the zero rate, and will have to issue an invoice showing Green Limited’s
Irish VAT registration number as well as its own. In the absence of such evidence/registration, Aqua Limited will have to treat
its transactions with Green Limited as domestic sales and levy VAT at the UK standard rate of 17·5%.
In addition to making its normal VAT returns, Aqua Limited will also be required to complete an EU Sales List (ESL) statement
each quarter. This provides details of the sales made to customers in the return period – in this case, Green Limited. Penalties
can be applied for inaccuracies or non-compliance.

正确答案：

(b) Transactions that allow choice of settlement are accounted for as cash-settled to the extent that the entity has incurred a
liability (IFRS2 para 34). The share based transaction is treated as the issuance of a compound financial instrument. IFRS2
applies similar measurement principles to determine the value of the constituent parts of a compound instrument as that
required by IAS32 ‘Financial Instruments: Disclosure and Presentation’. The purchase of the property, plant and equipment
(PPE) and the grant to the director, both fall under this section of IFRS2 as the supplier and the director have a choice of
settlement. The fair value of the goods can be measured directly as regards the purchase of the PPE and therefore this fact
determines that the transaction is treated in a certain way. In the case of the director, the fair value of the service rendered
will be determined by the fair value of the equity instruments given and IFRS2 says that this type of share based transaction
should be dealt with in a certain way. Under IFRS2, if the fair value of the goods or services received can be measured directly
and easily then the equity element is determined by taking the fair value of the goods or services less the fair value of the
debt element of this instrument. The debt element is essentially the cash payment that will occur. If the fair value of the goods
or services is measured by reference to the fair value of the equity instruments given then the whole of the compound
instrument should be fair valued. The equity element becomes the difference between the fair value of the equity instruments
granted less the fair value of the debt component. It should take into account the fact that the counterparty must forfeit its
right to receive cash in order to receive the equity instrument.
When Leigh received the property, plant and equipment it should have recorded a liability of $4 million and an increase in
equity of $0·55 million being the difference between the value of the property, plant and equipment and the fair value of theliability. The fair value of the liability is the cash payment of $3·50 x 1·3 million shares, i.e. $4·55 million.
The accounting entry would be:

正确答案：
(c) Fiduciary responsibility
Definition of ‘fiduciary responsibility’
A fiduciary responsibility is a duty of trust and care towards one or more constituencies. It describes direction of accountability
in that one party has a fiduciary duty to another. In terms of the case, the question refers to whose interests the directors of
the football club should act in. Traditionally, the fiduciary duty of directors in public companies is to act in the economic
interests of shareholders who invest in the company but are unable to manage the company directly. The case raises a number
of issues concerning broadening the fiduciary duties of the directors of the football club with regard to the building of the new
stadium, to other stakeholder groups.
The case for extending fiduciary responsibility
Although the primary fiduciary duty of directors in large public companies will be to shareholders, directors in businesses such
as the football club described in the case may have good reason to broaden their views on fiduciary responsibility. This would
involve taking into account, and acting in the interests of, the local wildlife centre, the residents, the school, the local
government authority and the fans. The stakeholders in the case are not in agreement on the outcome for the new stadium
and the club will need to privilege some stakeholders over others, which is a common situation whenever a proposal involving
multiple impacts is considered. The specific arguments for broadening the fiduciary duties in this case include the following:
Such an acceptance of claims made on the football club would clearly demonstrate that the club values the community of
which it considers itself a part.
It would help to maintain and manage its local reputation, which is important in progressing the stadium project.
To broaden the fiduciary responsibility in this case would be to an important part of the risk management strategy, especially
with regard to risks that could arise from the actions of local stakeholders.
It could be argued that there is a moral case for all organisations to include other stakeholders’ claims in their strategies as it
enfranchises and captures the views of those affected by an organisation’s policies and actions.