广东省考生想知道ACCA的科目F2怎么备考？

正确答案：
(b) Nominations committees
General roles of a nominations committee.
It advises on the balance between executives and independent non-executive directors and establishes the appropriate
number and type of NEDs on the board. The nominations committee is usually made up of NEDs.
It establishes the skills, knowledge and experience possessed by current board and notes any gaps that will need to be filled.
It acts to meet the needs for continuity and succession planning, especially among the most senior members of the board.
It establishes the desirable and optimal size of the board, bearing in mind the current size and complexity of existing and
planned activities and strategies.
It seeks to ensure that the board is balanced in terms of it having board members from a diversity of backgrounds so as to
reflect its main constituencies and ensure a flow of new ideas and the scrutiny of existing strategies.
In the case of Rosh, the needs that a nominations committee could address are:
To recommend how many directors would be needed to run the business and plan for recruitment accordingly. The perceived
similarity of skills and interests of existing directors is also likely to be an issue.
To resolve the issues over numbers of NEDs. It seems likely that the current number is inadequate and would put Rosh in a
position of non-compliance with many of the corporate governance guidelines pertaining to NEDs.
To resolve the issues over the independence of NEDs. The closeness that the NEDs have to existing executive board members
potentially undermines their independence and a nominations committee should be able to identify this as an issue and make
recommendations to rectify it.
To make recommendations over the succession of the chairmanship. It may not be in the interests of Rosh for family members
to always occupy senior positions in the business.

正确答案：
(ii) Answers to questions from potential investors
Maximum investment
– For the relief to be available, a shareholder (together with spouse and children) cannot own more than 30% of the
company. Accordingly, the maximum investment by a single subscriber will be ￡315,000 (15,000 x ￡21).
Borrowing to finance the purchase
– There would normally be tax relief for the interest paid on a loan taken out to acquire shares in a close company
such as Vostok Ltd. However, this relief is not available when the shares qualify for relief under the enterprise
investment scheme.
Implications of a subscriber selling the shares in Vostok Ltd
– The income tax relief will be withdrawn if the shares in Vostok Ltd are sold within three years of subscription.
– Any profit arising on the sale of the shares in Vostok Ltd on which income tax relief has been given will be exempt
from capital gains tax provided the shares have been held for three years.
– Any capital loss arising on the sale of the shares will be allowable regardless of how long the shares have been
held. However, the loss will be reduced by the amount of income tax relief obtained in respect of the investment.
The loss may be used to reduce the investor’s taxable income, and hence his income tax liability, for the tax year
of loss and/or the preceding tax year.
– Any gain deferred at the time of subscription will become chargeable in the year in which the shares in Vostok Ltd
are sold.

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3 All organisations rely upon their staff for success. However, recruitment of staff can be time consuming; a drain on resources and the necessary expertise may not exist within the organisation.
(a) Internal promotion describes the situation where an organisation has an explicit policy to promote from within and where there is a clear and transparent career structure. This is typical of many professional bodies, large organisations and public services.
The advantages of internal promotion are that it acts as a source of motivation, provides good general morale amongst employees and illustrates the organisation’s commitment to encouraging advancement. Recruitment is expensive and internal promotion is relatively inexpensive in terms of time, money and induction costs and since staff seeking promotion are known to the employer, training costs are minimised. Finally, the culture of the organisation is better understood by the individual.

正确答案：
(ii) Principles-based approach
Advantages of a principles-based approach
The rigour with which governance systems are applied can be varied according to size, situation, stage of development
of business, etc. Organisations (in legal terms) have a choice to the extent to which they wish to comply, although they
will usually have to ‘comply or explain’. Explanations are more accepted by shareholders and stock markets for smaller
companies.
Obeying the spirit of the law is better than ‘box ticking’ (‘sort of business you are’ rather than ‘obeying rules’). Being
aware of overall responsibilities is more important than going through a compliance exercise merely to demonstrate
conformance.
Avoids the ‘regulation overload’ of rules based (and associated increased business costs). The costs of compliance have
been a cause of considerable concern in the United States.
Self-regulation (e.g. by Financial Services Authority in the UK) rather than legal control has proven itself to underpin
investor confidence in several jurisdictions and the mechanisms are self-tightening (quicker and cheaper than legislation)
if initial public offering (IPO) volumes fall or capital flows elsewhere.
Context of developing countries
Developing countries’ economies tend to be dominated by small and medium sized organisations (SMEs). It would be
very costly and probably futile, to attempt to burden small businesses with regulatory requirements comparable to larger
concerns.
Having the flexibility to ‘comply or explain’ allows for those seeking foreign equity to increase compliance whilst those
with different priorities can delay full compliance. In low-liquidity stock markets (such as those in some developing
countries) where share prices are not seen as strategically important for businesses, adopting a more flexible approach
might be a better use of management talent rather than ‘jumping through hoops’ to comply with legally-binding
constraints.
The state needs to have an enforcement mechanism in place to deal with non-compliance and this itself represents a
cost to taxpayers and the corporate sector. Developing countries may not have the full infrastructure in place to enable
compliance (auditors, pool of NEDs, professional accountants, internal auditors, etc) and a principles-based approach
goes some way to recognise this.