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正确答案：
(ii) Tensions in roles
On one hand, Anne needs to cultivate and manage her relationship with her manager (Zachary) who seems convinced
that Van Buren, and Frank in particular, are incapable of bad practice. He shows evidence of poor judgment and
compromised independence. Anne must decide how to deal with Zachary’s poor judgment.
On the other hand, Anne has a duty to both the public interest and the shareholders of Van Buren to ensure that the
accounts do contain a ‘true and fair view’. Under a materiality test, she may ultimately decide that the payment in
question need not hold up the audit signoff but the poor client explanation (from Frank) is also a matter of concern to
Anne as a professional accountant.

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：
(b) Need to analyse the group structure
A certain amount of analysis of the group structure will be undertaken before an auditor accepts the role of group auditor,
particularly if the auditor is not directly responsible for the whole group.
An analysis of the group structure is necessary to:
■ ensure that particular attention is given to the more unusual aspects of corporate structures (e.g. partnership
arrangements that may be a joint venture, components in tax havens, shell companies and horizontal groups);
■ arrange access to information relating to all ‘significant’ components (i.e. those representing 20% or more of group
assets, liabilities, cash flows, profit or revenue), on a timely basis;
■ identify the applicable financial reporting framework for each component and any local statutory reporting requirements;
■ plan work to deal with different accounting frameworks/policies applied throughout the group and differences between
International Auditing Standards (ISAs) and national standards;
■ integrate the group audit process effectively with local statutory audit requirements;
■ identify related parties and effectively audit the completeness of disclosures in the group accounts in accordance with
IAS 24 Related Party Disclosures.
Any doubts about the group structure will need to be clarified against publicly available information as soon as possible to
ensure an effective audit of the relevant components (i.e. subsidiaries, associates and joint ventures). The auditor can then
plan the level of assurance required on each component well in advance of the year end.
Having established thoroughly the group structure from the outset the auditor will then need only to update the structure for
changes year-on-year.

正确答案：
(b) Share option scheme
The scheme that is best suited to Happy Home Limited is the enterprise management incentive (EMI) scheme. This share
option scheme is aimed at small fast growing companies, and because the potential risks are considered to be higher, the
available rewards are greater.
To qualify, the company must be a trading company, carrying out a qualifying trade in the United Kingdom, with gross assets
no more than ￡30m. The company must not be under the control of another company.
A qualifying company can grant each employee unexercised options over shares worth up to ￡100,000 per employee subject
to a total overall limit of unexercised options of ￡3 million. The options must be granted for commercial reasons to recruit and
retain the employee(s).
A qualifying employee is one who works on average 25 hours per week or 75% of their working time and who does not
(together with his/her associates) have a material interest in the company.
No income tax or national insurance is charged on either the grant or the exercise of the option provided that the option is
exercised not more than 10 years from the date of the grant and the amount paid is not less than the market value of the
shares at the time the option was granted.
On the sale of the shares, capital gains tax will apply, but business asset taper relief is available. Also in this case, the taper
relief starts from the date the option is granted and not from the date of exercise, as is the case with other option schemes.