考前必看内容：ACCA每次最多报几门？

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.

正确答案：
(iv) Stamp duty and stamp duty land tax
– The purchase of Tethys Ltd will give rise to a liability to ad valorem stamp duty of ￡1,175 (￡235,000 x 0·5%).
The stamp duty must be paid by Saturn Ltd within 30 days of the share transfer in order to avoid interest being
charged. It is not an allowable expense for the purposes of corporation tax.

正确答案：

(c) (i) For the secrecy option
Important developments at SHC
This is an exciting time for the management and shareholders of Swan Hill Company. The research and development
staff at SHC have made a groundbreaking discovery (called the ‘sink method’) that will enable your company to produce
its major product at lower cost, in higher volumes and at a much higher quality than our competitors will be able to
using, as they do, the existing production technology. The sink process also produces at a lower rate of environmental
emissions which, as I’m sure shareholders will agree, is a very welcome development.
When considering the options following the discovery, your board decided that we should press ahead with the
investment needed to transform. the production facilities without offering the use of the technology to competitors under
a licensing arrangement. This means that once the new sink production comes on stream, SHC shareholders can, your
board believes, look forward to a significant strengthening of our competitive position.
The business case for this option is overwhelming. By pushing ahead with the investment needed to implement the sink
method, the possibility exists to gain a substantial competitive advantage over all of SHC’s competitors. It will place SHC
in a near monopolist position in the short term and in a dominant position long term. This will, in turn, give the company
pricing power in the industry and the likelihood of superior profits for many years to come. We would expect SHC to
experience substantial ‘overnight’ growth and the returns from this will reward shareholders’ loyalty and significantly
increase the value of the company. Existing shareholders can reasonably expect a significant increase in the value of
their holdings over the very short term and also over the longer term.
Ethical implications of the secrecy option
In addition to the overwhelming business case, however, there is a strong ethical case for the secrecy option. SHC
recognises that it is the moral purpose of SHC to make profits in order to reward those who have risked their own money
to support it over many years. Whilst some companies pursue costly programmes intended to serve multiple stakeholder
interests, SHC recognises that it is required to comply with the demands of its legal owners, its shareholders, and not
to dilute those demands with other concerns that will reduce shareholder returns. This is an important part of the agency
relationship: the SHC board will always serve the best economic interests of its shareholders: its legal owners. The SHC
board believes that any action taken that renders shareholder returns suboptimal is a threat to shareholder value and an
abuse of the agency position. Your board will always seek to maximise shareholder wealth; hence our decision to pursue
the secrecy option in this case. The secrecy option offers the possibility of optimal shareholder value and because
shareholders invest in SHC to maximise returns, that is the only ethical action for the board to pursue. Happily, this
option will also protect the employees’ welfare in SHC’s hometown of Swan Hill and demonstrate its commitment to the
locality. This, in turn, will help to manage two of the key value-adding resources in the company, its employees and its
reputation. This will help in local recruitment and staff retention in future years.
(ii) For the licensing option
Important developments at SHC
Your board was recently faced with a very difficult business and ethical decision. After the discovery by SHC scientists
of the groundbreaking sink production method, we had a choice of keeping the new production technology secret or
sharing the breakthrough under a licensing arrangement with our competitors. After a lengthy discussion, your board
decided that we should pursue the licensing option and I would like to explain our reasons for this on both business and
ethical grounds.
In terms of the business case for licensing, I would like shareholders to understand that although the secrecy option may
have offered SHC the possibility of an unassailable competitive advantage, in reality, it would have incurred a number
of risks. Because of the speed with which we would have needed to have acted, it would have necessitated a large
increase in our borrowing, bringing about a substantial change in our financial structure. This would, in turn, increase
liquidity pressures and make us more vulnerable to rising interest rates. A second risk with the secrecy option would
involve the security of the sink technology ‘secret’. If the sink process was leaked or discovered by competitors and
subsequently copied, our lack of a legally binding patent would mean we would have no legal way to stop them
proceeding with their own version of the sink process.
As well as avoiding the risks, however, the licensing option offers a number of specific business advantages. The royalties
from the licences granted to competitors are expected to be very large indeed. These will be used over the coming years
to extend our existing competitive advantage in the future. Finally, the ‘improvement sharing’ clause in the licensing
contract will ensure that the sink process will be improved and perfected with several manufacturers using the
technology at the same time. SHC’s sink production may, in consequence, improve at a faster rate than would have
been the case were we to have pursued the secrecy option.
Ethical implications of the licensing option
In addition to the business case, there is also a powerful ethical case for the decision we have taken. As a good,
responsible corporate citizen, Swan Hill Company acknowledges its many stakeholders and recognises the impacts that
a business decision has on others. Your board recognises that in addition to external stakeholders having influence over
our operations, our decisions can also affect others. In this case, we have carefully considered the likelihood that keeping
the new technology a secret from our competitors would radically reshape the industry. The superior environmental
performance of the sink process over existing methods will also mean that when fully adopted, the environmental
emissions of the entire industry will be reduced. SHC is very proud of this contribution to this reduction in overall
environmental impact.
There seems little doubt that the secrecy option would have had far-reaching and unfortunate effects upon our industry
and our competitors. The licensing option will allow competitors, and their employees and shareholders, to survive. It
is a compassionate act on our part and shows mercy to the other competitors in the industry. It recognises the number
of impacts that a business decision has and would be the fairest (and most just) option given the number of people
affected.