重磅!ACCA报考指南来了!

发布时间:2021-06-27


很多同学可能只听过ACCA,但是对于它没有全面的了解,对于ACCA报考资格,考试内容完全没有概念,下面51题库考试学习网为您带来2021年最新ACCA报考指南!

ACCA考试是按照现代企业财务人员需要具备的技能和技术要求而设定的,共有13门课程,两门选修课,课程分为3个阶段:

第一阶段(知识阶段) (AB MA FA)分别涉及基本会计学原理、管理学原理、管理会计基础。

第二阶段(技能阶段) (LW PM TX FR AA FM)涵盖专业财会人员应具备的核心专业技能。

第三阶段(高级阶段) (SBL SBR APM AFM ATX AAA)培养学员用专业知识对信息进行评估,并提出合理的经营建议和忠告。

报考ACCA需要什么资格?

1.教育部认可的高等院校在校生 (本科在校),顺利完成大一的课程考试,即可报名成为ACCA的正式学员。

2.凡具有教育部承认的大专以上学历,即可报名成为ACCA的正式学员。

3.年满16周岁,可先注册成为FLQ学员,在获得商业会计证书后转为ACCA学员,并可豁免AB、MA、FA三门课程。

考取ACCA有什么好处呢?

1.高薪岗位:ACCA本科毕业生是非常容易进入四大国际注册会计师事务所!

2.多重保障护航:本校学历 + 英国本科学位 + ACCA证书,学员通过ACCA前两个阶段的考试后,在国内即可申请牛津布鲁克斯大学的应用会计理学士学位, 金融和会计学硕士学位有很多免考科目。

3.专业的技能教育:系统的、高质量的培训给予学员真才实学,学员学成后能适应各种环境,并逐步成为具有全面管理素质的高级财务管理专家。

4.通行证书:ACCA留学签证率高,移民更可获得技术加分。

我该如何学习ACCA呢?

ACCA每年都会根据会计准则和事实的需要调整教学大纲,考试会以最新的教学大纲作为考核内容,ACCA的考官会不定期的在ACCA官方网站上发表考官文章,帮助考生解析考试当中的一些难点和重点。学生在拿到最新教材后,应开始逐章逐节的进行学习,在掌握了每章节知识点后,将历年考题作为复习重点,加以练习,达到熟练的程度,以保证考试的顺利通过。

以上就是51题库考试学习网给大家分享的全部内容,希望能够帮到大家!后续请大家持续关注51题库考试学习网,51题库考试学习网将会为大家带来最新、最热的考试资讯!


下面小编为大家准备了 ACCA考试 的相关考题,供大家学习参考。

The following financial information relates to HGR Co:

Statement of financial position at the current date (extracts)

The finance director has completed a review of accounts receivable management and has proposed staff training and operating procedure improvements, which he believes will reduce accounts receivable days to the average sector value of 53 days. This reduction would take six months to achieve from the current date, with an equal reduction in each month. He has also proposed changes to inventory management methods, which he hopes will reduce inventory days by two days per month each month over a three-month period from the current date. He does not expect any change in the current level of accounts payable.

HGR Co has an overdraft limit of $4,000,000. Overdraft interest is payable at an annual rate of 6·17% per year, with payments being made each month based on the opening balance at the start of that month. Credit sales for the year to the current date were $49,275,000 and cost of sales was $37,230,000. These levels of credit sales and cost of sales are expected to be maintained in the coming year. Assume that there are 365 working days in each year.

Required:

(a) Discuss the working capital financing strategy of HGR Co. (7 marks)

(b) For HGR Co, calculate:

(i) the bank balance in three months’ time if no action is taken; and

(ii) the bank balance in three months’ time if the finance director’s proposals are implemented.

Comment on the forecast cash flow position of HGR Co and recommend a suitable course of action.

(10 marks)

(c) Discuss how risks arising from granting credit to foreign customers can be managed and reduced.

(8 marks)

正确答案:
(a)Whenconsideringthefinancingofworkingcapital,itisusefultodividecurrentassetsintofluctuatingcurrentassetsandpermanentcurrentassets.Fluctuatingcurrentassetsrepresentchangesinthelevelofcurrentassetsduetotheunpredictabilityofbusinessactivity.Permanentcurrentassetsrepresentthecorelevelofinvestmentincurrentassetsneededtosupportagivenlevelofturnoverorbusinessactivity.Asturnoverorlevelofbusinessactivityincreases,thelevelofpermanentcurrentassetswillalsoincrease.Thisrelationshipcanbemeasuredbytheratioofturnovertonetcurrentassets.Thefinancingchoiceasfarasworkingcapitalisconcernedisbetweenshort-termandlong-termfinance.Short-termfinanceismoreflexiblethanlong-termfinance:anoverdraft,forexample,isusedbyabusinessorganisationastheneedarisesandvariableinterestischargedontheoutstandingbalance.Short-termfinanceisalsomoreriskythanlong-termfinance:anoverdraftfacilitymaybewithdrawn,orashort-termloanmayberenewedonlessfavourableterms.Intermsofcost,thetermstructureofinterestratessuggeststhatshort-termdebtfinancehasalowercostthanlong-termdebtfinance.Thematchingprinciplesuggeststhatlong-termfinanceshouldbeusedforlong-terminvestment.Applyingthisprincipletoworkingcapitalfinancing,long-termfinanceshouldbematchedwithpermanentcurrentassetsandnon-currentassets.Afinancingpolicywiththisobjectiveiscalleda‘matchingpolicy’.HGRCoisnotusingthisfinancingpolicy,sinceofthe$16,935,000ofcurrentassets,$14,000,000or83%isfinancedfromshort-termsources(overdraftandtradepayables)andonly$2,935,000or17%isfinancedfromalong-termsource,inthiscaseequityfinance(shareholders’funds)ortradedbonds.ThefinancingpolicyorapproachtakenbyHGRCotowardsthefinancingofworkingcapital,whereshort-termfinanceispreferred,iscalledanaggressivepolicy.Relianceonshort-termfinancemakesthisriskierthanamatchingapproach,butalsomoreprofitableduetothelowercostofshort-termfinance.Followinganaggressiveapproachtofinancingcanleadtoovertrading(undercapitalisation)andthepossibilityofliquidityproblems.(b)Bankbalanceinthreemonths’timeifnoactionistaken:Workings:ReductioninaccountsreceivabledaysCurrentaccountsreceivabledays=(8,775/49,275)x365=65daysReductionindaysoversixmonths=65–53=12daysMonthlyreduction=12/6=2daysEachreceivablesdayisequivalentto8,775,000/65=$135,000(Alternatively,eachreceivablesdayisequivalentto49,275,000/365=$135,000)Monthlyreductioninaccountsreceivable=2x135,000=$270,000ReductionininventorydaysCurrentinventorydays=(8,160/37,230)x365=80daysEachinventorydayisequivalentto8,160,000/80=$102,000(Alternatively,eachinventoryday=37,230,000/365=$102,000)Monthlyreductionininventory=102,000x2=$204,000OverdraftinterestcalculationsMonthlyoverdraftinterestrate=1·06171/12=1·005or0·5%Ifnoactionistaken:Period1interest=3,800,000x0·005=$19,000Period2interest=3,549,000x0·005=$17,745or$18,000Period3interest=3,517,000x0·005=$17,585or$18,000Ifactionistaken:Period1interest=3,800,000x0.005=$19,000Period2interest=3,075,000x0.005=$15,375or$15,000Period3interest=2,566,000x0.005=$12,830or$13,000DiscussionIfnoactionistaken,thecashflowforecastshowsthatHGRCowillexceeditsoverdraftlimitof$4millionby$1·48millioninthreemonths’time.Ifthefinancedirector’sproposalsareimplemented,thereisapositiveeffectonthebankbalance,buttheoverdraftlimitisstillexceededinthreemonths’time,althoughonlyby$47,000ratherthanby$1·47million.Ineachofthethreemonthsfollowingthat,thecontinuingreductioninaccountsreceivabledayswillimprovethebankbalanceby$270,000permonth.Withoutfurtherinformationonoperatingreceiptsandpayments,itcannotbeforecastwhetherthebankbalancewillreturntolessthanthelimit,orevencontinuetoimprove.Themainreasonfortheproblemwiththebankbalanceisthe$2millioncapitalexpenditure.Purchaseofnon-currentassetsshouldnotbefinancedbyanoverdraft,butalong-termsourceoffinancesuchasequityorbonds.Ifthecapitalexpenditurewereremovedfromtheareaofworkingcapitalmanagement,theoverdraftbalanceattheendofthreemonthswouldbe$3·48millionifnoactionweretakenand$2·05millionifthefinancedirector’sproposalswereimplemented.GiventhatHGRCohasalmost$50millionofnon-currentassetsthatcouldpossiblybeusedassecurity,raisinglong-termdebtthrougheitherabankloanorabondissueappearstobesensible.Assumingabondinterestrateof10%peryear,currentlong-termdebtintheform.oftradedbondsisapproximately($200mx2)/0·1=$4m,whichismuchlessthantheamountofnoncurrentassets.AsuitablecourseofactionforHGRCotofollowwouldthereforebe,firstly,toimplementthefinancedirector’sproposalsand,secondly,tofinancethecapitalexpenditurefromalong-termsource.Considerationcouldalsobegiventousingsomelong-termdebtfinancetoreducetheoverdraftandtoreducethelevelofaccountspayable,currentlystandingat100days.(c)Whencreditisgrantedtoforeigncustomers,twoproblemsmaybecomeespeciallysignificant.First,thelongerdistancesoverwhichtradetakesplaceandthemorecomplexnatureoftradetransactionsandtheirelementsmeansforeignaccountsreceivableneedmoreinvestmentthantheirdomesticcounterparts.Longertransactiontimesincreaseaccountsreceivablebalancesandhencetheleveloffinancingandfinancingcosts.Second,theriskofbaddebtsishigherwithforeignaccountsreceivablethanwiththeirdomesticcounterparts.Inordertomanageandreducecreditrisks,therefore,exportersseektoreducetheriskofbaddebtandtoreducethelevelofinvestmentinforeignaccountsreceivable.Manyforeigntransactionsareon‘openaccount’,whichisanagreementtosettletheamountoutstandingonapredetermineddate.Openaccountreflectsagoodbusinessrelationshipbetweenimporterandexporter.Italsocarriesthehighestriskofnon-payment.Onewaytoreduceinvestmentinforeignaccountsreceivableistoagreeearlypaymentwithanimporter,forexamplebypaymentinadvance,paymentonshipment,orcashondelivery.Thesetermsoftradeareunlikelytobecompetitive,however,anditismorelikelythatanexporterwillseektoreceivecashinadvanceofpaymentbeingmadebythecustomer.Onewaytoacceleratecashreceiptsistousebillfinance.Billsofexchangewithasignedagreementtopaytheexporteronanagreedfuturedate,supportedbyadocumentaryletterofcredit,canbediscountedbyabanktogiveimmediatefunds.Thisdiscountingiswithoutrecourseifbillsofexchangehavebeencountersignedbytheimporter’sbank.Documentarylettersofcreditareapaymentguaranteebackedbyoneormorebanks.Theycarryalmostnorisk,providedtheexportercomplieswiththetermsandconditionscontainedintheletterofcredit.Theexportermustpresentthedocumentsstatedintheletter,suchasbillsoflading,shippingdocuments,billsofexchange,andsoon,whenseekingpayment.Aseachsupportingdocumentrelatestoakeyaspectoftheoveralltransaction,lettersofcreditgivesecuritytotheimporteraswellastheexporter.Companiescanalsomanageandreduceriskbygatheringappropriateinformationwithwhichtoassessthecreditworthinessofnewcustomers,suchasbankreferencesandcreditreports.Insurancecanalsobeusedtocoversomeoftherisksassociatedwithgivingcredittoforeigncustomers.Thiswouldavoidthecostofseekingtorecovercashduefromforeignaccountsreceivablethroughaforeignlegalsystem,wheretheexportercouldbeatadisadvantageduetoalackoflocalorspecialistknowledge.Exportfactoringcanalsobeconsidered,wheretheexporterpaysforthespecialistexpertiseofthefactorasawayofreducinginvestmentinforeignaccountsreceivableandreducingtheincidenceofbaddebts.

One of your audit clients is Tye Co a company providing petrol, aviation fuel and similar oil based products to the government of the country it is based in. Although the company is not listed on any stock exchange, it does follow best practice regarding corporate governance regulations. The audit work for this year is complete, apart from the matter referred to below.

As part of Tye Co’s service contract with the government, it is required to hold an emergency inventory reserve of 6,000 barrels of aviation fuel. The inventory is to be used if the supply of aviation fuel is interrupted due to unforeseen events such as natural disaster or terrorist activity.

This fuel has in the past been valued at its cost price of $15 a barrel. The current value of aviation fuel is $120 a barrel. Although the audit work is complete, as noted above, the directors of Tye Co have now decided to show the ‘real’ value of this closing inventory in the financial statements by valuing closing inventory of fuel at market value, which does not comply with relevant accounting standards. The draft financial statements of Tye Co currently show a profit of approximately $500,000 with net assets of $170 million.

Required:

(a) List the audit procedures and actions that you should now take in respect of the above matter. (6 marks)

(b) For the purposes of this section assume from part (a) that the directors have agreed to value inventory at

$15/barrel.

Having investigated the matter in part (a) above, the directors present you with an amended set of financial

statements showing the emergency reserve stated not at 6,000 barrels, but reported as 60,000 barrels. The final financial statements now show a profit following the inclusion of another 54,000 barrels of oil in inventory. When queried about the change from 6,000 to 60,000 barrels of inventory, the finance director stated that this change was made to meet expected amendments to emergency reserve requirements to be published in about six months time. The inventory will be purchased this year, and no liability will be shown in the financial statements for this future purchase. The finance director also pointed out that part of Tye Co’s contract with the government requires Tye Co to disclose an annual profit and that a review of bank loans is due in three months. Finally the finance director stated that if your audit firm qualifies the financial statements in respect of the increase in inventory, they will not be recommended for re-appointment at the annual general meeting. The finance director refuses to amend the financial statements to remove this ‘fictitious’ inventory.

Required:

(i) State the external auditor’s responsibilities regarding the detection of fraud; (4 marks)

(ii) Discuss to which groups the auditors of Tye Co could report the ‘fictitious’ aviation fuel inventory;

(6 marks)

(iii) Discuss the safeguards that the auditors of Tye Co can use in an attempt to overcome the intimidation

threat from the directors of Tye Co. (4 marks)

正确答案:
(a)Valuationofaviationinventory–ReviewGAAPtoensurethattherearenoexceptionsforaviationfuelorinventoryheldforemergencypurposeswhichwouldsuggestamarketvaluationshouldbeused.–Calculatethedifferenceinvaluation.Theerrorininventoryvaluationis$105*6,000barrelsor$630k,whichisamaterialamountcomparedtoprofit.–Reviewprioryearworkingpaperstodeterminewhetherasimilarsituationoccurredlastyearandascertaintheoutcomeatthatstage.–Discussthematterwiththedirectorstoobtainreasonswhytheybelievethatmarketvalueshouldbeusedfortheinventorythisyear.–Warnthedirectorsthatinyouropinion,aviationfuelshouldbevaluedatthelowerofcostornetrealisablevalue(thatis$15/barrel)andthatusingmarketvaluewillresultinamodificationtotheauditreport.–Ifthedirectorsnowamendthefinancialstatementstoshowinventoryvaluedatcost,thenconsidermentioningtheissueintheweaknessletteranddonotmodifytheauditreportinrespectofthismatter.–Ifthedirectorswillnotamendthefinancialstatements,quantifytheeffectofthedisagreementinthevaluationmethod–thesumof$630,000ismaterialtothefinancialstatementsasTyeCo’sincomestatementfigureisdecreasedfromasmalllosstoalossof$130,000althoughnetassetsdecreasebyonlyabout0·3%.–ObtainamanagementrepresentationletterfromthedirectorsofTyeCoconfirmingthatmarketvalueistobeusedfortheemergencyinventoryofaviationfuel.–Ifthedirectorswillnotamendthefinancialstatements,drafttherelevantsectionsoftheauditreport,showingaqualificationonthegroundsofdisagreementwiththeaccountingpolicyforvaluationofinventory.(b)(i)ExternalauditorresponsibilitiesregardingdetectionoffraudOverallresponsibilityofauditorTheexternalauditorisprimarilyresponsiblefortheauditopiniononthefinancialstatementsfollowingtheinternationalauditingstandards(ISAs).ISA240(Redrafted)TheAuditor’sResponsibilitiesRelatingtoFraudinanAuditofFinancialStatementsisrelevanttoauditworkregardingfraud.Themainfocusofauditworkisthereforetoensurethatthefinancialstatementsshowatrueandfairview.Thedetectionoffraudisthereforenotthemainfocusoftheexternalauditor’swork.Anauditorisresponsibleforobtainingreasonableassurancethatthefinancialstatementsasawholearefreefrommaterialmisstatement,whethercausedbyfraudorerror.Theauditorisresponsibleformaintaininganattitudeofprofessionalscepticismthroughouttheaudit,consideringthepotentialformanagementoverrideofcontrolsandrecognisingthefactthatauditproceduresthatareeffectivefordetectingerrormaynotbeeffectivefordetectingfraud.MaterialityISA240statesthattheauditorshouldreduceauditrisktoanacceptablylowlevel.Therefore,inreachingtheauditopinionandperformingauditwork,theexternalauditortakesintoaccounttheconceptofmateriality.Inotherwords,theexternalauditorisnotresponsibleforcheckingallthetransactions.Auditproceduresareplannedtohaveareasonablelikelihoodofidentifyingmaterialfraud.DiscussionamongtheauditteamAdiscussionisrequiredamongtheengagementteamplacingparticularemphasisonhowandwheretheentity’sfinancialstatementsmaybesusceptibletomaterialmisstatementduetofaud,includinghowfraudmightoccur.IdentificationoffraudInsituationswheretheexternalauditordoesdetectfraud,thentheauditorwillneedtoconsidertheimplicationsfortheentireaudit.Inotherwords,theexternalauditorhasaresponsibilitytoextendtestingintootherareasbecausetheriskofprovidinganincorrectauditopinionwillhaveincreased.(ii)GroupstoreportfraudtoReporttoauditcommitteeDisclosethesituationtotheauditcommitteeastheyarechargedwithmaintainingahighstandardofgovernanceinthecompany.Thecommitteeshouldbeabletodiscussthesituationwiththedirectorsandrecommendthattheytakeappropriateactione.g.amendthefinancialstatements.ReporttogovernmentAsTyeCoisactingunderagovernmentcontract,andtheover-statementofinventorywillmeanTyeCobreachesthatcontract(thereportedprofitbecomingaloss),thentheauditormayhavetoreportthesituationdirectlytothegovernment.TheauditorofTyeConeedstoreviewthecontracttoconfirmthereportingrequiredunderthatcontract.ReporttomembersIfthefinancialstatementsdonotshowatrueandfairviewthentheauditorneedstoreportthisfacttothemembersofTyeCo.Theauditreportwillbequalifiedwithanexceptfororadverseopinion(dependingonmateriality)andinformationconcerningthereasonforthedisagreementgiven.Inthiscasetheauditorislikelytostatefactuallytheproblemofinventoryquantitiesbeingincorrect,ratherthanstatingorimplyingthatthedirectorsareinvolvedinfraud.ReporttoprofessionalbodyIftheauditorisuncertainastothecorrectcourseofaction,advicemaybeobtainedfromtheauditor’sprofessionalbody.Dependingontheadvicereceived,theauditormaysimplyreporttothemembersintheauditreport,althoughresignationandtheconveningofageneralmeetingisanotherreportingoption.(iii)Intimidationthreat–safeguardsInresponsetotheimpliedthreatofdismissaliftheauditreportismodifiedregardingthepotentialfraud/error,thefollowingsafeguardsareavailabletotheauditor.DiscusswithauditcommitteeThesituationcanbediscussedwiththeauditcommittee.Astheauditcommitteeshouldcomprisenon-executivedirectors,theywillbeabletodiscussthesituationwiththefinancedirectorandpointoutclearlytheauditor’sopinion.Theycanalsoremindthedirectorsasawholethattheappointmentoftheauditorrestswiththemembersontherecommendationoftheauditcommittee.Iftherecommendationoftheauditcommitteeisrejectedbytheboard,goodcorporategovernancerequiresdisclosureofthereasonforrejection.ObtainsecondpartnerreviewTheengagementpartnercanaskasecondpartnertoreviewtheworkingpapersandotherevidencerelatingtotheissueofpossiblefraud.Whilethisactiondoesnotresolvetheissue,itdoesprovideadditionalassurancethatthefindingsandactionsoftheengagementpartnerarevalid.ResignationIfthematterisserious,thentheauditorcanconsiderresignationratherthannotbeingre-appointed.Resignationhastheadditionalsafeguardthattheauditorcannormallyrequirethedirectorstoconveneageneralmeetingtoconsiderthecircumstancesoftheresignation.

3 The Stiletto Partnership consisted of three partners, Clint, Ben and Amy, who shared the profits of the business

equally. On 28 February 2007 the partners sold the business to Razor Ltd, in exchange for shares in Razor Ltd, with

each former partner owning one third of the new company.

The recent, tax adjusted, trading profits of the Stiletto Partnership have been as follows:

Year ended 30 June 2006 92,124

1 July 2006 to 28 February 2007 81,795

Clint, who was 65 on 5 October 2006, retired when the business was sold to Razor Ltd. He is now suggesting that

if the sale of the partnership, and his retirement, had been delayed until 30 April 2007, his total tax liability would

have been reduced. Clint’s only other income is gross pension income of £6,100 per year, which he began receiving

in the tax year 2005/06. Clint did not receive any salary or dividends from Razor Ltd. It is estimated that the

partnership’s tax adjusted trading profits for the period from 1 March 2007 to 30 April 2007 would have been

£20,760. Clint has overlap profits of £14,250 brought forward from when the partnership began trading.

Razor Ltd manufactures industrial cutting tools. On 1 July 2007, Razor Ltd will subscribe for the whole of the ordinary

share capital of Cutlass Inc, a company newly incorporated in the country of Sharpenia. It is intended that Cutlass

Inc will purchase partly finished tools from Razor Ltd and customise them in Sharpenia. It is anticipated that Cutlass

Inc’s annual profits chargeable to corporation tax will be approximately £120,000.

Ben and Amy will be the directors of Cutlass Inc, although Ben will not be involved in the company’s business on a

day-to-day basis. Amy intends to spend one or two weeks each month in the country of Sharpenia looking after the

company’s affairs. The remainder of her time will be spent in the UK. Amy has employment contracts with both Razor

Ltd and Cutlass Inc and her duties for Cutlass Inc will be carried out wholly in Sharpenia. Cutlass Inc will pay for

Amy’s flights to and from Sharpenia and for her husband and baby to visit her there twice a year. Amy is currently

UK resident and ordinarily resident.

The system of income tax and corporation tax in the country of Sharpenia is broadly similar to that in the UK although

the rate of corporation tax is 38% regardless of the level of profits. There is a double tax treaty between the UK and

Sharpenia based on the OECD model treaty. The clause in the treaty dealing with company residency states that a

company resident in both countries under domestic law will be regarded under the treaty as being resident only in the

country where it is effectively managed and controlled. Sharpenia is not a member of the European Union.

Required:

(a) (i) Calculate Clint’s taxable trading profits for the tax years 2006/07 and 2007/08 for both of the

alternative retirement dates (28 February 2007 and 30 April 2007). (3 marks)

正确答案:

 


3 Mary Hobbes joined the board of Rosh and Company, a large retailer, as finance director earlier this year. Whilst she

was glad to have finally been given the chance to become finance director after several years as a financial

accountant, she also quickly realised that the new appointment would offer her a lot of challenges. In the first board

meeting, she realised that not only was she the only woman but she was also the youngest by many years.

Rosh was established almost 100 years ago. Members of the Rosh family have occupied senior board positions since

the outset and even after the company’s flotation 20 years ago a member of the Rosh family has either been executive

chairman or chief executive. The current longstanding chairman, Timothy Rosh, has already prepared his slightly

younger brother, Geoffrey (also a longstanding member of the board) to succeed him in two years’ time when he plans

to retire. The Rosh family, who still own 40% of the shares, consider it their right to occupy the most senior positions

in the company so have never been very active in external recruitment. They only appointed Mary because they felt

they needed a qualified accountant on the board to deal with changes in international financial reporting standards.

Several former executive members have been recruited as non-executives immediately after they retired from full-time

service. A recent death, however, has reduced the number of non-executive directors to two. These sit alongside an

executive board of seven that, apart from Mary, have all been in post for over ten years.

Mary noted that board meetings very rarely contain any significant discussion of strategy and never involve any debate

or disagreement. When she asked why this was, she was told that the directors had all known each other for so long

that they knew how each other thought. All of the other directors came from similar backgrounds, she was told, and

had worked for the company for so long that they all knew what was ‘best’ for the company in any given situation.

Mary observed that notes on strategy were not presented at board meetings and she asked Timothy Rosh whether the

existing board was fully equipped to formulate strategy in the changing world of retailing. She did not receive a reply.

Required:

(a) Explain ‘agency’ in the context of corporate governance and criticise the governance arrangements of Rosh

and Company. (12 marks)

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.

声明:本文内容由互联网用户自发贡献自行上传,本网站不拥有所有权,未作人工编辑处理,也不承担相关法律责任。如果您发现有涉嫌版权的内容,欢迎发送邮件至:contact@51tk.com 进行举报,并提供相关证据,工作人员会在5个工作日内联系你,一经查实,本站将立刻删除涉嫌侵权内容。