带你了解一下！ACCA考试可以提前交卷吗？

正确答案：
(ii) Ensuring capital treatment
For the capital treatment to apply, a number of conditions need to be satisfied such that the following points need to be
confirmed.
– The business of Acrux Ltd consists wholly or mainly of the carrying on of a trade as opposed to the making of
investments.
– Spica is UK resident and ordinarily resident despite living in both the UK and Solaris.
– The transaction is being carried out for the purpose of the company’s trade and is not part of a scheme intended
to avoid tax. This is likely to be the case as HMRC accept that a management disagreement over the running of
the company has an adverse effect on the running of the business.
In addition, Spica must have owned the shares for at least five years so the transaction must not take place until
1 October 2008.

正确答案：
(b) (i) Principal audit procedures – measurement of share-based payment expense
– Obtain management calculation of the expense and agree the following from the calculation to the contractual
terms of the scheme:
– Number of employees and executives granted options
– Number of options granted per employee
– The official grant date of the share options
– Vesting period for the scheme
– Required performance conditions attached to the options.
– Recalculate the expense and check that the fair value has been correctly spread over the stated vesting period.
– Agree fair value of share options to specialist’s report and calculation, and evaluate whether the specialist report is
a reliable source of evidence.
– Agree that the fair value calculated is at the grant date.
Tutorial note: A specialist such as a chartered financial analyst would commonly be used to calculate the fair value
of non-traded share options at the grant date, using models such as the Black-Scholes Model.
– Obtain and review a forecast of staffing levels or employee turnover rates for the duration of the vesting period, and
scrutinise the assumptions used to predict level of staff turnover.
– Discuss previous levels of staff turnover with a representative of the human resources department and query why
0% staff turnover has been predicted for the next three years.
– Check the sensitivity of the calculations to a change in the assumptions used in the valuation, focusing on the
assumption of 0% staff turnover.
– Obtain written representation from management confirming that the assumptions used in measuring the expense
are reasonable.
Tutorial note: A high degree of scepticism must be used by the auditor when conducting the final three procedures
due to the management assumption of 0% staff turnover during the vesting period.

正确答案：
(iii) There are several disadvantages to incorporation relief as follows:
1. The requirement to transfer all business assets to the company means that it will not be possible to leave behind
certain assets, such as the property. This might lead to a double tax charge (sale of the property, then extraction
of sale proceeds) at a future date.
2. Taper relief is lost on the transfer of the business. This means that any disposal of chargeable business assets (the
shares) within two years of the incorporation will lead to a higher chargeable gain, as the full rate of business asset
taper relief will not be available.
3. The relief does not eliminate the tax charge, it merely defers the payment of tax until some future event. The
deferred gain will become taxable when Sharon sells her shares in the company.
Gift relief could be used instead of incorporation relief. The assets would be gifted to the company for no consideration,
with the base cost of the assets to the company being reduced by the deferred gain arising. Unlike incorporation relief,
gift relief applies to individual assets used in a trade and not to an entire business. This is particularly useful if the
transferor wishes to retain some assets, such as property outside the company, as not all assets have to be transferred.
Note: If the business was non-trading, incorporation relief would still be available, but gift relief would not. However,
this restriction should not apply to Sharon and gift relief remains an option in this case.

正确答案：
(a) Defining and explaining agency
Agency is defined in relation to a principal. A principal appoints an agent to act on his or her behalf. In the case of corporate
governance, the principal is a shareholder in a joint stock company and the agents (that have an agency relationship with
principals) are the directors. The directors remain accountable to the principals for the stewardship of their investment in the
company. In the case of Rosh, 60% of the shares are owned by shareholders external to the Rosh family and the board has
agency responsibility to those shareholders.
Criticisms of Rosh’s CG arrangements
The corporate governance arrangements at Rosh and Company are far from ideal. Five points can be made based on the
evidence in the case.
There are several issues associated with the non-executive directors (NEDs) at Rosh. It is doubtful whether two NEDs are
enough to bring sufficient scrutiny to the executive board. Some corporate governance codes require half of the board of larger
companies to be non-executive and Rosh would clearly be in breach of such a requirement. Perhaps of equal concern, there
is significant doubt over the independence of the current NEDs as they were recruited from retired executive members of the
board and presumably have relationships with existing executives going back many years. Some corporate governance codes
(such as the UK Combined Code) specify that NEDs should not have worked for the company within the last five years. Again,
Rosh would be in breach of this provision.
Succession planning for senior positions in the company seems to be based on Rosh family membership rather than any
meritocratic approach to appointments (there doesn’t appear to be a nominations committee). Whilst this may have been
acceptable before the flotation when the Rosh family owned all of the shares, the flotation introduced an important need for
external scrutiny of this arrangement. The lack of NED independence makes this difficult.
There is a poor (very narrow) diversity of backgrounds among board members. Whilst diversity can bring increased conflict,
it is generally assumed that it can also stimulate discussion and debate that is often helpful.
There is a somewhat entrenched executive board and Mary is the first new appointment to the board in many years (and is
the first woman). Whilst experience is very important on a board, the appointment of new members, in addition to seeding
the board with talent for the future, can also bring fresh ideas and helpful scrutiny of existing policies.
There is no discussion of strategy and there is evidence of a lack of preparation of strategic notes to the board. The assumption
seems to be that the ‘best’ option is obvious and so there is no need for discussion and debate. Procedures for preparing
briefing notes on strategy for board meetings appear to be absent. Most corporate governance codes place the discussion and
setting of strategy as a high priority for boards and Rosh would be in breach of such a provision.
There is no evidence of training for Mary to facilitate her introduction into the organisation and its systems. Thorough training
of new members and ongoing professional development of existing members is an important component of good governance.