吉林省考生：ACCA考试的科目和报考规定是什么呀？

正确答案：

You will be aware of the importance of accurate resource valuation to Worldwide Minerals (WM). Unfortunately, I have to
inform. you that the reserve of mallerite, one of our key minerals in a new area of exploration, was found to have been
overestimated after the purchase of a mine. It has been suggested that this information may have an effect on shareholder
value and so I thought it appropriate to write to inform. you of how the board intends to respond to the situation.
In particular, I would like to address two issues. It has been suggested that the overestimation arose because of issues with
the internal control systems at WM. I would firstly like to reassure you of the importance that your board places on sound
internal control systems and then I would like to highlight improvements to internal controls that we shall be implementing
to ensure that the problem should not recur.
(i) Importance of internal control
Internal control systems are essential in all public companies and Worldwide Minerals (WM) is no exception. If anything,
WM’s strategic position makes internal control even more important, operating as it does in many international situations
and dealing with minerals that must be guaranteed in terms of volume, grade and quality. Accordingly, your board
recognises that internal control underpins investor confidence. Investors have traditionally trusted WM’s management
because they have assumed it capable of managing its internal operations. This has, specifically, meant becoming aware
of and controlling known risks. Risks would not be known about and managed without adequate internal control
systems. Internal control, furthermore, helps to manage quality throughout the organisation and it provides
management with information on internal operations and compliance. These features are important in ensuring quality
at all stages in the WM value chain from the extraction of minerals to the delivery of product to our customers. Linked
to this is the importance of internal control in helping to expose and improve underperforming internal operations.
Finally, internal control systems are essential in providing information for internal and external reporting upon which, in
turn, investor confidence rests.
(ii) Proposals to improve internal systems at WM
As you may be aware, mineral estimation and measurement can be problematic, particularly in some regions. Indeed,
there are several factors that can lead to under or overestimation of reserves valuations as a result of geological survey
techniques and regional cultural/social factors. In the case of mallerite, however, the issues that have been brought to
the board’s attention are matters of internal control and it is to these that I would now like to turn.
In first instance, it is clear from the fact that the overestimate was made that we will need to audit geological reports at
an appropriate (and probably lower) level in the organisation in future.
Once a claim has been made about a given mineral resource level, especially one upon which investor returns might
depend, appropriate systems will be instituted to ask for and obtain evidence that such reserves have been correctly and
accurately quantified.
We will recognise that single and verbal source reports of reserve quantities may not necessarily be accurate. This was
one of the apparent causes of the overestimation of mallerite. A system of auditing actual reserves rather than relying
on verbal evidence will rectify this.
The purchase of any going concern business, such as the mallerite mine, is subject to due diligence. WM will be
examining its procedures in this area to ensure that they are fit for purpose in the way that they may not have been in
respect of the purchase of the mallerite mine. I will be taking all appropriate steps to ensure that all of these internal
control issues can be addressed in future.
Thank you for your continued support of Worldwide Minerals and I hope the foregoing goes some way to reassure you
that the company places the highest value on its investors and their loyalty.
Yours faithfully,
Tim Blake
Chairman

正确答案：
(c) (i) The proposed transaction broadly falls under the ‘paper for paper’ rules. Where this is the case, chargeable gains do not
arise. Instead, the new holding stands in the shoes (and inherits the base cost) of the original holding.
The company issuing the new shares must:
(i) end up with more than 25% of the ordinary share capital or a majority of the voting power of the old company,
OR
(ii) make a general offer to shareholders in the old company with a condition which would give the acquiring company
control of the company if accepted.
The exchange must be for bona fide commercial reasons and not have as its main purpose (or one of its main purposes)
the avoidance of capital gains tax or corporation tax.
The issue of shares by Bold plc satisfies these conditions, thus Damian, as a shareholder of Linden Limited, will not be
taxed on the exchange of shares.

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(ii) Provision of protection: company or individual
If any of the policies are taken out and paid for by Henry personally, then there will be no tax relief on the premiums,
but neither will there normally be any tax payable on the proceeds or benefits received.
If Happy Home Ltd were to pay the premiums on a policy taken out by Henry, and of which he was the direct beneficiary,
then this will constitute a benefit, on the grounds that the company will have satisfied a personal liability of Henry’s.
Accordingly, income tax and Class 1A national insurance contributions will be payable on the benefit.
If, however, Happy Home Ltd were to decide to offer protection benefits to their employees on a group basis (and not
just to Henry), then it would be possible to avoid a charge under the benefits rules and/or obtain a lower rate of premium
under a collective policy. For example:
– A death in service benefit of up to four times remuneration can be provided as part of an approved pension scheme.
No benefit charge arises on Henry and any lump sum will be paid tax free. This could be considered a substitute
for a term assurance policy.
– If a group permanent health insurance policy were taken out, no benefit charge would arise on Henry, but any
benefits payable under the policy would be paid to Happy Home Ltd in the first instance. When subsequently paid
on to Henry, such payments would be treated as arising from his employment and subject to PAYE and national
insurance as for normal salary payments.
– If a group critical illness policy were taken out, again no benefit charge would arise on Henry, but in this case also,
any benefits received by Henry directly from Happy Home Ltd as a result of the payments under the policy would
be considered as derived from his employment and subject to income tax and national insurance. Such a charge
to tax and national insurance would however be avoided if these payments were made in terms of a trust.

正确答案：
(b) Matters to be considered (before accepting the engagement)
Tutorial note: Although candidates may approach this part from a rote-learned list of ‘matters to consider’ it is important
that answer points be tailored, in so far as the information given in the scenario permits, to the specifics of Plaza and MCM.
It is critical that answer points should not contradict the scenario (e.g. assuming that it is Plaza’s auditor who has been
asked to undertake the assignment).
■ Information about Duncan Seymour – What is the relationship of the chief finance officer to Plaza (e.g. is he on the
management board)? By what authority is he approaching Andando to undertake this assignment?
■ The purpose of the assignment must be clarified. Duncan’s approach to Andando is ‘to advise on a bid’. However,
Andando cannot make executive decisions for a client but only provide the facts of material interest. Plaza’s
management must decide whether or not to bid and, if so, how much to bid.
■ The scope of the due diligence review. It seems likely that Plaza will be interested in acquiring all of MCM’s business
as its areas of operation coincide with Plaza’s. However it must be confirmed that Plaza is not merely interested in
acquiring only the National or International business of MCM.
■ Andando’s competence and experience – Andando should not accept the engagement unless the firm has experience in
undertaking due diligence assignments. Even then, the firm must have sufficient knowledge of the territories in which
the businesses operate to evaluate whether all facts of material interest to Plaza have been identified.
Tutorial note: Candidates should be querying their competence and experience in the fields of retailing and training
as though they were dealing with highly regulated or specialist industries such as banking or insurance.
■ Whether Andando has sufficient resources (e.g. representative/associated offices), if any, in Europe and Asia to
investigate MCM’s International business.
■ Any factors which might impair Andando’s objectivity in reporting to Plaza the facts uncovered by the due diligence
review. For example, if Duncan is closely connected with a partner in Andando or if Andando is the auditor of Frontiers.
Tutorial note: Candidates will not be awarded marks for going into ‘autopilot’ on independence issues. For example,
this is a one-off assignment so size of fee is not relevant. Andando holding shares in MCM is not possible (since whollyowned).
■ Plaza’s rationale for wishing to acquire MCM. Presumably it is significant that MCM operates in the same territories as
Plaza. Plaza may be wanting to provide extensive training programs in management, communications and marketing
to its workforce.
■ The relationship, if any, between Plaza and MCM in any of the territories. Plaza may be a major client of MCM. That
is, Plaza is currently out-sourcing training to MCM. Acquiring MCM would bring training in-house.
Tutorial note: Ascertaining what a purchaser hopes to gain from an acquisition before the assignment is accepted is
important. The facts to be uncovered for a merger from which synergy is expected will be different from those relevant
to acquiring an investment opportunity.
■ Time available – Andando must have sufficient time to find all facts that would be of material interest to Plaza before
disclosing their findings.
■ The acceptability of any limitations – whether there will be restrictions on Andando’s access to information held by MCM
(e.g. if there will not be access to board minutes) and personnel.
■ The degree of secrecy required – this may go beyond the normal duties of confidentiality not to disclose information to
outsiders (e.g. if unannounced staff redundancies could arise).
■ Why Plaza’s current auditors have not been asked to conduct the due diligence review – especially as they are
responsible for (and therefore capable of undertaking) the group audit covering the relevant countries.
■ Andando should be allowed to communicate with Plaza’s current auditor:
– to inform. them of the nature of the work they have been asked to undertake; and
– to enquire if there is any reason why they should not accept this assignment.
■ In taking on Plaza as a new client Andando may have a later opportunity to offer external audit and other services to
Plaza (e.g. internal audit).