香港考生注意：怎么才能避免ACCA考试失分?

正确答案：
(b) Separation of the roles of CEO and chairman
Benefits of separation of roles
The separation of the roles of chief executive and chairman was first provided for in the UK by the 1992 Cadbury provisions
although it has been included in all codes since. Most relevant to the case is the terms of the ICGN clause s.11 and OECD
VI (E) both of which provide for the separation of these roles. In the UK it is covered in the combined code section A2.
The separation of roles offers the benefit that it frees up the chief executive to fully concentrate on the management of the
organisation without the necessity to report to shareholders or otherwise become distracted from his or her executive
responsibilities. The arrangement provides a position (that of chairman) that is expected to represent shareholders’ interests
and that is the point of contact into the company for shareholders. Some codes also require the chairman to represent the
interests of other stakeholders such as employees.
Having two people rather than one at the head of a large organisation removes the risks of ‘unfettered powers’ being
concentrated in a single individual and this is an important safeguard for investors concerned with excessive secrecy or
lack of transparency and accountability. The case of Robert Maxwell is a good illustration of a single dominating
executive chairman operating unchallenged and, in so doing, acting illegally. Having the two roles separated reduces
the risk of a conflict of interest in a single person being responsible for company performance whilst also reporting on
that performance to markets. Finally, the chairman provides a conduit for the concerns of non-executive directors who,
in turn, provide an important external representation of external concerns on boards of directors.
Tutorial note: Reference to codes other than the UK is also acceptable. In all cases, detailed (clause number) knowledge
of code provisions is not required.
Accountability and separation of roles
In terms of the separation of roles assisting in the accountability to shareholders, four points can be made.
The chairman scrutinises the chief executive’s management performance on behalf of the shareholders and will be
involved in approving the design of the chief executive’s reward package. It is the responsibility of the chairman to hold
the chief executive to account on shareholders’ behalfs.
Shareholders have an identified person (chairman) to hold accountable for the performance of their investment. Whilst
day-to-day contact will normally be with the investor relations department (or its equivalent) they can ultimately hold
the chairman to account.
The presence of a separate chairman ensures that a system is in place to ensure NEDs have a person to report to outside the
executive structure. This encourages the freedom of expression of NEDs to the chairman and this, in turn, enables issues to
be raised and acted upon when necessary.
The chairman is legally accountable and, in most cases, an experienced person. He/she can be independent and more
dispassionate because he or she is not intimately involved with day-to-day management issues.

正确答案：B
430,000 x 5% = 21,500 – 18,000 + 28,000

正确答案：
(b) David even at this early stage needs to identify the critical success factors and related performance indicators that will show
that the concept is turning into a business reality. Many of the success factors will be linked to customer needs and
expectations and therefore where David’s business must excel in order to outperform. the competition. As an innovator one of
the critical success factors will be the time taken to develop and launch the new vase. Being first-to-market will be critical for
success. His ability to generate sales from demanding corporate customers will be a real indicator of that success. David will
need to ensure that he has adequate patent protection for the product and recognise that it will have a product life cycle.
There look to be a number of alternative markets and the ability to customise the product may be a CSF. Greiner indicates
the different stages a growing business goes through and the different problems associated with each stage. One of David’s
key problems will be to decide what type of business he wants to be. From the scenario it looks as if he is aiming to carry
out most of the functions himself and there is a need to decide what he does and what he gets others to do for him. Indeed
the skills he has may be as an innovator rather than as someone who carries out manufacture, distribution, etc. Gift Designs
may develop most quickly as a firm that creates new products and then licences them to larger firms with the skills to
penetrate the many market opportunities that are present. It is important for David to recognise that turning the product
concept into a viable and growing business may result in a business and a business model very different to what he
anticipated. Gift Designs needs to have the flexibility and agility to take advantage of the opportunities that will emerge over
time.

正确答案：B