国际会计师资格证（ACCA）是什么，本文带你全方位了解！

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(a) New ventures are notoriously risky and it is vital that the group has a clear idea of the factors that will be critical to the
restaurant’s success and the capabilities and competences needed to achieve their critical success factors. Johnson, Scholes
and Whittington define critical success factors as ‘those product (or service) features that are particularly valued by a group
of customers, and, therefore where the organisation must excel to outperform. the competition’. The group have chosen to
enter a highly competitive market and one where it is very difficult to create a distinctive product or service for the customer.
It is important in establishing what factors are important that they know the features their potential customers will particularly
value in the restaurant business. All too often firms design products or services on the basis of what the ‘expert’ inside the
company thinks the customer wants. One of the major problems in setting up a new restaurant is that customers can easily
compare one restaurant with another. Often they are in close proximity making all aspects of the service, particularly price,
easily open to customer evaluation.
Clearly, service will be a critical factor but precisely how will it be defined? Does the customer look for fast food service with
an emphasis on being served quickly? This seems unlikely and a more likely requirement is that the table service replicates
the friendly ambience experienced at restaurants on the Mediterranean. Many of their customers will have experienced this
first-hand and this would reinforce the Mediterranean theme. To deliver this service the waiters/waitresses will need
appropriate training. The menu and quality of food will be key factors – they lie at the heart of the reason for setting up the
business. How is distinctiveness to be achieved? The quality of the chef and kitchen staff will determine the quality of the
food served. The design of the restaurant and its layout and seating are also features, which it is important to get right. Aboveall, there is the need to create a price/value combination that is difficult for competitors to beat.

The critical success factors will stem from using the restaurant’s resources in a distinctive way. In Hamel and Prahalad’s
terms, there are three tests that can identify core competences in a company. Firstly, the core competence has the potential
for transfer across a variety of markets – less likely in a small business. Secondly, a core competence should make a significant
contribution to the perceived customer benefits of the end product or service. Finally, the core competence will be difficult for
a competitor to imitate. In service businesses such as restaurants, imitation of less tangible factors such as the quality of tableservice may be much more difficult to copy than the features designed into a tangible product.

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(a) (i) Leaving the service of a board
Resignation with or without notice. Any director is free to withdraw his or her labour at any time but there is normally
a notice period required to facilitate an orderly transition from the outgoing chief executive to the incoming one.
Not offering himself/herself for re-election. Terms of office, which are typically three years, are renewable if the director
offers him or herself for re-election and the shareholders support the renewal. Retirement usually takes place at the end
of a three-year term when the director decides not to seek re-election.
Death in service when, obviously, the director is unable to either provide notice or seek retirement.
Failure of the company. When a company fails, all directors’ contracts are cancelled although this need not signal the
end of the directors’ involvement with company affairs as there may be ongoing legal issues to be resolved.
Being removed e.g. by being dismissed for disciplinary offences. It is relatively easy to ‘prove’ a disciplinary offence but
much more difficult to ‘prove’ incompetence. The nature of disciplinary offences are usually made clear in the terms and
conditions of employment and company policy.
Prolonged absence. Directors unable to perform. their duties owing to protracted absence, for any reason, may be
removed. The length of qualifying absence period varies by jurisdiction.
Being disqualified from being a company director by a court. Directors can be banned from holding directorships by a
court for a number of reasons including personal bankruptcy and other legal issues.
Failing to be re-elected if, having offered him or herself for re-election, shareholders elect not to re-appoint.
An ‘agreed departure’ such as by providing compensation to a director to leave.

(ii) Discuss Miss Hoiku’s statement
The way that directors’ contracts and company law are written (in most countries) makes it difficult to remove a director
such as Mr Smith from office during an elected term of office so in that respect, Miss Hoiku is correct. Unless his contract
has highly specific performance targets built in to it, it is difficult to remove Mr Smith for incompetence in the
short-term as it is sometimes difficult to assess the success of strategies until some time has passed. If the alleged
incompetence is within Mr Smith’s term of office (typically three years) then it will usually be necessary to wait until the
director offers himself for re-election. The shareholders can then simply not re-elect the incompetent director (in this
case, Mr Smith). The most likely way to achieve the departure of Mr Smith within his term of office will be to ‘encourage’
him to resign by other directors failing to support him or by shareholders issuing a vote of no confidence at an AGM or
EGM. This would probably involve offering him a suitable financial package to depart at a time chosen by the other
members of the board or company shareholders.
(b) Importance of the chairman’s statement
The chairman’s statement (or president’s letter in some countries) is an important and usually voluntary item, typically carried
at the very beginning of an annual report. In general terms, it is intended to convey important messages to shareholders in
general, strategic terms. As a separate section from other narrative reporting sections of an annual report, it offers the
chairman the opportunity to inform. shareholders about issues that he or she feels it would be beneficial for them to be aware
of. This independent communication is an important part of the separation of the roles of CEO and chairman.
In the case of TQ Company, the role of the chairman is of particular importance because of the dominance of Mr Smith.
Miss Hoiku had a particular responsibility to use her most recent statement to inform. shareholders about going concern issues
notwithstanding the difficulties that might cause in her relationship with Mr Smith. Miss Hoiku has an ethical as well as an
agency responsibility to express her independence in the chairman’s statement and convey issues relevant to company value
to the company’s shareholders. She can use her chairman’s statement for this purpose.

(c) Criticise the structure of the reward package that Mr Smith awarded himself
The balance between basic to performance related pay was very poor. Mr Smith, perhaps being aware that the prospect of
gaining much performance related income was low, took the opportunity to increase the fixed element of his income to
compensate. This was not only unprofessional and unethical on Mr Smith’s part, but it also represented very bad value for
shareholders. Having exercised his share options and sold the resulting shares, there was now no element of alignment of
his package with shareholder interests at all. His award to himself of an ‘excessively’ expensive company car was also not
in the shareholders’ interests. The fact that he exercised and sold all of his share options means that he will now have no
personal financial motivation to take strategic decisions intended to increase TQ Company’s share value. This represents a
poor degree of alignment between Mr Smith’s package and the interests of TQ’s shareholders.
(d) Criticise Miss Hoiku’s performance as chairman of TQ Company
The case describes a particularly poor performance by a company chairman. It is a key function of the chairman to represent
the shareholders’ interests in the company and Miss Hoiku has clearly failed in this duty.
A key reason for her poor performance was her reported inability or unwillingness to face up to Mr Smith who was clearly a
domineering personality. A key quality of a company chairman is his or her ability and willingness to personally challenge the
chief executive if necessary.
She failed to ensure that a committee structure was in place, allowing as she did, the remunerations committee to atrophy
when two members left the company.
Linked to this, it appears from the case that the two non-executive directors that left were not replaced and again, it is a part
of the chairman’s responsibility to ensure that an adequate number of non-executives are in place on the board.
She inexplicably allowed Mr Smith to design his own rewards package and presided over him reducing the performance
related element of his package which was clearly misaligned with the shareholders’ interests.
When Mr Smith failed to co-ordinate the other directors because of his unspecified business travel, she failed to hold him to
account thereby allowing the company’s strategy to fail.
There seems to have been some under-reporting of potential strategic problems in the most recent annual report. A ‘future
prospects’ or ‘continuing business’ statement is often a required disclosure in an annual report (in many countries) and there is evidence that this statement may have been missing or misleading in the most recent annual report.

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(ii) AUTHORITY is the scope and amount of discretion given to a person to make decisions by virtue of the position held within the organisation. The authority and power structure of an organisation defines the part each member of the organisation is expected to perform. and the relationship between the organisation’s members so that its efforts are effective. The source of authority may be top down (as in formal organisations) or bottom up (as in social organizations and politics). In the scenario, authority is from the top and should be delegated downwards.

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(a) Of vital importance is the need for reliable information on which to base the decision regarding the potential investment within
Tomorrowland, since the lack of such information will only serve to increase the risk profile of GHG.
The strategic factors that ought to be considered prior to a decision being made to build and operate a hotel in Tomorrowland
are as follows:
The competition
The key notion here is that of the position of GHG relative to its competitors who may have a presence or intend to have a
presence in Tomorrowland. The strategic management accounting system should be capable of coping with changes that can
and will inevitably occur in a dynamic business environment. Hence it is crucial that changes such as, the emergence of a
new competitor, are detected and reflected within strategic plans at the earliest opportunity.
The government
The attitude of the government of Tomorrowland towards foreign organisations requires careful consideration as inevitably the
government will be the country’s largest supplier, employer, customer and investor. The directors need to recognise that the
political environment of Tomorrowland could change dramatically with a change in the national government.
Planning and control of operations within Tomorrowland
Planning and control of operations within Tomorrowland will inevitably be more difficult as GHG might not possess sufficient
knowledge of the business environment within Tomorrowland. Indeed their nearest hotel is at least 3,000 kilometres away.
It is vital the GHG gain such knowledge prior to commencing operations within Tomorrowland in order to avoid undue risks.
The sociological–cultural constraints
While it is generally recognised that there is a growing acceptability of international brands this might not be the case with
regard to Tomorrowland. The attitude towards work, managers (especially foreign nationals) and capitalist organisations could
severely impact on the degree of success achieved within Tomorrowland. In this respect it is vital that consideration is given
to recognition of the relationships in economic life including demand, price, wages, training, and rates of labour turnover and
absenteeism.
Resource utilisation
A primary consideration relates to whether or not to use local labour in the construction of the hotel. The perceived
‘remoteness’ of Tomorrowland might make it an unattractive proposition for current employees of GHG, thereby presenting the
directors of GHG with a significant problem.
Communication
Consideration needs to be given to the communication problems that arise between different countries and in this respect
Tomorrowland is probably no exception. Language barriers will inevitably exist and this needs to be addressed at the earliest
opportunity to minimise any risks to GHG.
The economic factors that ought to be considered prior to a decision being made to build and operate a hotel in Tomorrowland
are as follows:
Resource availability
The hotel should be designed having given due consideration to the prevailing climatic conditions within Tomorrowland which
might necessitate the use of specific types of building materials. It might well be the case that such building materials are not
available locally, or are in such scarce supply in which case local supply would prove to be uneconomic.
Another consideration relates to local labour being available and reliable in terms of its quality.
Currency stability/restrictions
The stability of the currency within Tomorrowland assumes critical significance because profit repatriation is problematic in
situations where those profits are made in an unstable currency or one that is likely to depreciate against the home currency,
thereby precipitating sizeable losses on exchange. Any currency restrictions need to be given careful consideration. For
example, it might be the case that hotel guests would be prohibited from paying accommodation bills in a foreign currency
which would be problematic if the local currency was weak.
Legislation
All local and International legislation should be given careful consideration. It might be the case that local legislation via
various licences or legal requirements favour local hotels.
Demand
The potential demand within Tomorrowland will be linked to the local economy. It is a developing economy and this may
bode well for GHG. However, again the need for reliable information about the size of the market, the extent of competition,
likely future trends etc is of fundamental importance.
Financing
An important decision lies in the availability and associated costs of financing in Tomorrowland which might not have mature
enough capital markets due to its developmental state. Hence GHG might need to finance using alternative currencies.
Note: Other relevant comments would be acceptable.