3 Local neighbourhood shops are finding it increasingly difficult to compete with supermarkets. However, three years

ago, the Perfect Shopper franchise group was launched that allowed these neighbourhood shops to join the group

and achieve cost savings on tinned and packaged goods, particularly groceries. Perfect Shopper purchases branded

goods in bulk from established food suppliers and stores them in large purpose-built warehouses, each designed to

serve a geographical region. When Perfect Shopper was established it decided that deliveries to these warehouses

should be made by the food suppliers or by haulage contractors working on behalf of these suppliers. Perfect Shopper

places orders with these suppliers and the supplier arranges the delivery to the warehouse. These arrangements are

still in place. Perfect Shopper has no branded goods of its own.

Facilities are available in each warehouse to re-package goods into smaller units, more suitable for the requirements

of the neighbourhood shop. These smaller units, typically containing 50–100 tins or packs, are usually small trays,

sealed with strong transparent polythene. Perfect Shopper delivers these to its neighbourhood shops using specialist

haulage contractors local to the regional warehouse. Perfect Shopper has negotiated significant discounts with

suppliers, part of which it passes on to its franchisees. A recent survey in a national grocery magazine showed that

franchisees saved an average of 10% on the prices they would have paid if they had purchased the products directly

from the manufacturer or from an intermediary – such as cash and carry wholesalers.

As well as offering savings due to bulk buying, Perfect Shopper also provides, as part of its franchise:

(i) Personalised promotional material. This usually covers specific promotions and is distributed locally, either using

specialist leaflet distributors or loosely inserted into local free papers or magazines.

(ii) Specialised signage for the shops to suggest the image of a national chain. The signs include the Perfect Shopper

slogan ‘the nation’s local’.

(iii) Specialist in-store display units for certain goods, again branded with the Perfect Shopper logo.

Perfect Shopper does not provide all of the goods required by a neighbourhood shop. Consequently, it is not an

exclusive franchise. Franchisees agree to purchase specific products through Perfect Shopper, but other goods, such

as vegetables, fruit, stationery and newspapers they source from elsewhere. Deliveries are made every two weeks to

franchisees using a standing order for products agreed between the franchisee and their Perfect Shopper sales

representative at a meeting they hold every three months. Variations to this order can be made by telephone, but only

if the order is increased. Downward variations are not allowed. Franchisees cannot reduce their standing order

requirements until the next meeting with their representative.

Perfect Shopper was initially very successful, but its success has been questioned by a recent independent report that

showed increasing discontent amongst franchisees. The following issues were documented.

(i) The need to continually review prices to compete with supermarkets

(ii) Low brand recognition of Perfect Shopper

(iii) Inflexible ordering and delivery system based around forecasts and restricted ability to vary orders (see above)

As a result of this survey, Perfect Shopper has decided to review its business model. Part of this review is to reexamine

the supply chain, to see if there are opportunities for addressing some of its problems.

Required:

(a) Describe the primary activities of the value chain of Perfect Shopper. (5 marks)

TQ Company, a listed company, recently went into administration (it had become insolvent and was being managed by a firm of insolvency practitioners). A group of shareholders expressed the belief that it was the chairman, Miss Heike Hoiku, who was primarily to blame. Although the company’s management had made a number of strategic errors that brought about the company failure, the shareholders blamed the chairman for failing to hold senior management to account. In particular, they were angry that Miss Hoiku had not challenged chief executive Rupert Smith who was regarded by some as arrogant and domineering. Some said that Miss Hoiku was scared of Mr Smith.

Some shareholders wrote a letter to Miss Hoiku last year demanding that she hold Mr Smith to account for a number of previous strategic errors. They also asked her to explain why she had not warned of the strategic problems in her chairman’s statement in the annual report earlier in the year. In particular, they asked if she could remove Mr Smith from office for incompetence. Miss Hoiku replied saying that whilst she understood their concerns, it was difficult to remove a serving chief executive from office.

Some of the shareholders believed that Mr Smith may have performed better in his role had his reward package been better designed in the first place. There was previously a remuneration committee at TQ but when two of its four non-executive members left the company, they were not replaced and so the committee effectively collapsed.

Mr Smith was then able to propose his own remuneration package and Miss Hoiku did not feel able to refuse him.

He massively increased the proportion of the package that was basic salary and also awarded himself a new and much more expensive company car. Some shareholders regarded the car as ‘excessively’ expensive. In addition, suspecting that the company’s performance might deteriorate this year, he exercised all of his share options last year and immediately sold all of his shares in TQ Company.

It was noted that Mr Smith spent long periods of time travelling away on company business whilst less experienced directors struggled with implementing strategy at the company headquarters. This meant that operational procedures were often uncoordinated and this was one of the causes of the eventual strategic failure.

(a) Miss Hoiku stated that it was difficult to remove a serving chief executive from office.

Required:

(i) Explain the ways in which a company director can leave the service of a board. (4 marks)

(ii) Discuss Miss Hoiku’s statement that it is difficult to remove a serving chief executive from a board.

(4 marks)

(b) Assess, in the context of the case, the importance of the chairman’s statement to shareholders in TQ

Company’s annual report. (5 marks)

(c) Criticise the structure of the reward package that Mr Smith awarded himself. (4 marks)

(d) Criticise Miss Hoiku’s performance as chairman of TQ Company. (8 marks)

(b) Explain the corporation tax and value added tax (VAT) implications of the following aspects of the proposed

restructuring of the Rapier Ltd group.

(i) The immediate tax implications of the restructuring. (6 marks)

A corporate taxpayer has under-reported its taxable revenue in 2002 and hence underpaid value added tax (VAT) and enterprise income tax (EIT). In 2014, the taxpayer was charged by the tax authority with committing an act of tax evasion in 2002.

Which of the following statements is correct?

A.The taxpayer must pay the additional taxes due, plus a late payment surcharge and a penalty

B.There is no need for the taxpayer to pay any additional taxes, late payment surcharge or penalty as the statute of limitation is ten years

C.The taxpayer must pay the additional taxes, but no late payment surcharge or penalty as the statute of limitation is ten years for late payment surcharge and penalties

D.The taxpayer must pay the additional taxes and a late payment surcharge but not a penalty as the statute of limitation is five years for penalties

4 Coral is the owner and managing director of Reef Ltd. She is considering the manner in which she will make her first

pension contributions. In November 2007 she inherited her mother’s house in the country of Kalania.

The following information has been extracted from client files and from telephone conversations with Coral.

Coral:

– 1972 – Born in the country of Kalania. Her father, who died in 2002, was domiciled in Kalania.

– 1999 – Moved to the UK and has lived and worked here since then.

– 2001 – Subscribed for 100% of the ordinary share capital of Reef Ltd.

– Intends to sell Reef Ltd and return to live in the country of Kalania in 2012.

– No income apart from that received from Reef Ltd.

Reef Ltd:

– A UK resident company with annual profits chargeable to corporation tax of approximately ￡70,000.

– Four employees including Coral.

– Provides scuba diving lessons to members of the public.

Payments from Reef Ltd to Coral in 2007/08:

– Director’s fees of ￡460 per month.

– Dividends paid of ￡14,250 in June 2007 and ￡14,250 in September 2007.

Pension contributions:

– Coral has not so far made any pension contributions in the tax year 2007/08 but wishes to make gross pension

contributions of ￡9,000.

– The contributions are to be made by Reef Ltd or Coral or a combination of the two in such a way as to minimise

the total after tax cost.

– Any contributions made by Coral will be funded by an additional dividend from Reef Ltd.

House in the country of Kalania:

– Beachfront property with potential rental income of ￡550 per month after deduction of allowable expenditure.

– Coral will use it for holidays for two months each year.

The tax system in the country of Kalania:

– No capital gains tax or inheritance tax.

– Income tax at 8% on income arising in the country of Kalania.

– No double tax treaty with the UK.

Required:

(a) With the objective of minimising the total after tax cost, advise Coral as to whether the gross pension

contributions of ￡9,000 should be made:

– wholly by Reef Ltd; or

– by Coral to the extent that they are tax allowable with the balance made by Reef Ltd.

Your answer should include supporting calculations where necessary. (9 marks)