台湾非会计专业考生能报名参加ACCA国际会计师考试吗？

正确答案：
(a) To: Susan Grant
From:
Strategic strengths and weaknesses in Marlow Fashion Group
In carrying out a strategic strengths and weaknesses analysis one becomes aware that what were formerly strengths often
become weaknesses as the competitive environment changes over time. Strengths and weaknesses analysis is focused on
the internal side of the business and is usually linked to an external appraisal of the external opportunities and threats facing
the company. Marlow Fashion Group is clearly at a crisis point in its company life and needs a strategic turnaround in order
to survive. The business model that has served them so well is no longer appropriate to the fashion world in which they are
now competing. Rodney and Betty Marlow have built a highly vertically integrated model, which gave them considerable
control over the growth and development of the company. In terms of the value chain the relationship they built up with
suppliers was mutually supportive and clearly facilitated the global expansion of the group. Control was even tighter over the
design, manufacturing and retailing of the company’s products. Marlow Fashions had successfully developed a niche market
for its products based around traditional English values. This enabled it to expand successfully and develop a worldwide
reputation for design excellence and quality.
Unfortunately, its competitive environment has changed considerably, becoming increasingly competitive and hostile. The
economics of clothing manufacturing has changed, with most clothing retailers choosing to outsource the manufacture of their
clothes. Women’s tastes in clothing have also changed and there is no longer the market for the clothes Marlow Fashion sells.
The tight control exercised by the founders has prevented recognition of these changes. Marlow Fashion has continued to
pursue outdated designs and expensive manufacturing processes that had served it well in the past. There has been some
recognition of the strategic nature of the problems as indicated by the succession of CEOs since 2000 given the task of
preventing the fall in sales and cutting costs. Unfortunately, the changes in its environment have led to some uncertainty as
to whether Marlow Fashion is a brand, a manufacturer, a retailer or an integrated fashion company.
Overall, Marlow Fashion, from being in a strategically sound position, now requires a swift strategic turnaround. Its products
and markets have changed; the relationships it has with key stakeholders are no longer strengths and its value chain andsystem no longer deliver distinctive value to its customers.
Yours,

正确答案：

(c) Report on the proposed adjustment of gearing through the repurchase of ordinary shares
The effect of capital structure on the value of a company is not fully understood.
Increasing the proportion of debt in the capital structure may reduce the overall cost of capital due to the interest on debt being a tax allowable expense. Even if a company is in a non-tax paying position, mixing additional low cost debt with relatively expensive equity might reduce the weighted average cost of capital. In such circumstances the proposed strategy to increase gearing would have some validity. However, increasing gearing can also bring problems. Risk to investors, and therefore the required returns on equity and debt, will increase as gearing increases. Very high levels of gearing might lead to
direct and indirect bankruptcy costs, with a detrimental effect on cash flow and corporate value. Any benefits from increasing the proportion of debt in the capital structure will be to some extent offset as a result of increased risk with high gearing.
The revised estimates of the effect on the cost of capital and value of Semer are not likely to be accurate. Reasons for this include:
(i) The company will not be able to repurchase the necessary shares at their current market value. Approximately ￡240 million value of equity would need to be repurchased, or more than one third of the existing market value of equity.
As repurchases take place it is likely that the share price will significantly increase.
(ii) The cost of debt is unlikely to remain constant. As more debt is issued lenders will demand a higher interest rate to compensate for the extra risk resulting from higher gearing levels. The cost of equity will also increase with higher gearing. These effects will increase the weighted average cost of capital to a higher level than that estimated.
(iii) The precise market values of debt and equity after the repurchase are unknown, and again will reflect the market attitude
to the new risk of the higher gearing.
The value of the company is likely to be much lower than that estimated, as the weighted average cost of capital is likely to be underestimated.

正确答案：
(b) The term ‘Efficient Market Hypothesis’ (EMH) refers to the view that share prices fully and fairly reflect all relevant available
information1. There are other kinds of capital market efficiency, such as operational efficiency (meaning that transaction costs
are low enough not to discourage investors from buying and selling shares), but it is pricing efficiency that is especially
important in financial management.
Research has been carried out to discover whether capital markets are weak form. efficient (share prices reflect all past or
historic information), semi-strong form. efficient (share prices reflect all publicly available information, including past
information), or strong form. efficient (share prices reflect all information, whether publicly available or not). This research has
shown that well-developed capital markets are weak form. efficient, so that it is not possible to generate abnormal profits by
studying and analysing past information, such as historic share price movements. This research has also shown that
well-developed capital markets are semi-strong form. efficient, so that it is not possible to generate abnormal profits by studying
publicly available information such as company financial statements or press releases. Capital markets are not strong form
efficient, since it is possible to use insider information to buy and sell shares for profit.
If a stock market has been found to be semi-strong form. efficient, it means that research has shown that share prices on the
market respond quickly and accurately to new information as it arrives on the market. The share price of a company quickly
responds if new information relating to that company is released. The share prices quoted on a stock exchange are therefore
always fair prices, reflecting all information about a company that is relevant to buying and selling. The share price will factor
in past company performance, expected company performance, the quality of the management team, the way the company
might respond to changes in the economic environment such as a rise in interest rate, and so on.
There are a number of implications for a company of its stock market being semi-strong form. efficient. If it is thinking about
acquiring another company, the market value of the potential target company will be a fair one, since there are no bargains
to be found in an efficient market as a result of shares being undervalued. The managers of the company should focus on
making decisions that increase shareholder wealth, since the market will recognise the good decisions they are making and
the share price will increase accordingly. Manipulating accounting information, such as ‘window dressing’ annual financial
statements, will not be effective, as the share price will reflect the underlying ‘fundamentals’ of the company’s business
operations and will be unresponsive to cosmetic changes. It has also been argued that, if a stock market is efficient, the timing
of new issues of equity will be immaterial, as the price paid for the new equity will always be a fair one.

正确答案：

(a) (i) Leaving the service of a board
Resignation with or without notice. Any director is free to withdraw his or her labour at any time but there is normally
a notice period required to facilitate an orderly transition from the outgoing chief executive to the incoming one.
Not offering himself/herself for re-election. Terms of office, which are typically three years, are renewable if the director
offers him or herself for re-election and the shareholders support the renewal. Retirement usually takes place at the end
of a three-year term when the director decides not to seek re-election.
Death in service when, obviously, the director is unable to either provide notice or seek retirement.
Failure of the company. When a company fails, all directors’ contracts are cancelled although this need not signal the
end of the directors’ involvement with company affairs as there may be ongoing legal issues to be resolved.
Being removed e.g. by being dismissed for disciplinary offences. It is relatively easy to ‘prove’ a disciplinary offence but
much more difficult to ‘prove’ incompetence. The nature of disciplinary offences are usually made clear in the terms and
conditions of employment and company policy.
Prolonged absence. Directors unable to perform. their duties owing to protracted absence, for any reason, may be
removed. The length of qualifying absence period varies by jurisdiction.
Being disqualified from being a company director by a court. Directors can be banned from holding directorships by a
court for a number of reasons including personal bankruptcy and other legal issues.
Failing to be re-elected if, having offered him or herself for re-election, shareholders elect not to re-appoint.
An ‘agreed departure’ such as by providing compensation to a director to leave.

(ii) Discuss Miss Hoiku’s statement
The way that directors’ contracts and company law are written (in most countries) makes it difficult to remove a director
such as Mr Smith from office during an elected term of office so in that respect, Miss Hoiku is correct. Unless his contract
has highly specific performance targets built in to it, it is difficult to remove Mr Smith for incompetence in the
short-term as it is sometimes difficult to assess the success of strategies until some time has passed. If the alleged
incompetence is within Mr Smith’s term of office (typically three years) then it will usually be necessary to wait until the
director offers himself for re-election. The shareholders can then simply not re-elect the incompetent director (in this
case, Mr Smith). The most likely way to achieve the departure of Mr Smith within his term of office will be to ‘encourage’
him to resign by other directors failing to support him or by shareholders issuing a vote of no confidence at an AGM or
EGM. This would probably involve offering him a suitable financial package to depart at a time chosen by the other
members of the board or company shareholders.
(b) Importance of the chairman’s statement
The chairman’s statement (or president’s letter in some countries) is an important and usually voluntary item, typically carried
at the very beginning of an annual report. In general terms, it is intended to convey important messages to shareholders in
general, strategic terms. As a separate section from other narrative reporting sections of an annual report, it offers the
chairman the opportunity to inform. shareholders about issues that he or she feels it would be beneficial for them to be aware
of. This independent communication is an important part of the separation of the roles of CEO and chairman.
In the case of TQ Company, the role of the chairman is of particular importance because of the dominance of Mr Smith.
Miss Hoiku had a particular responsibility to use her most recent statement to inform. shareholders about going concern issues
notwithstanding the difficulties that might cause in her relationship with Mr Smith. Miss Hoiku has an ethical as well as an
agency responsibility to express her independence in the chairman’s statement and convey issues relevant to company value
to the company’s shareholders. She can use her chairman’s statement for this purpose.

(c) Criticise the structure of the reward package that Mr Smith awarded himself
The balance between basic to performance related pay was very poor. Mr Smith, perhaps being aware that the prospect of
gaining much performance related income was low, took the opportunity to increase the fixed element of his income to
compensate. This was not only unprofessional and unethical on Mr Smith’s part, but it also represented very bad value for
shareholders. Having exercised his share options and sold the resulting shares, there was now no element of alignment of
his package with shareholder interests at all. His award to himself of an ‘excessively’ expensive company car was also not
in the shareholders’ interests. The fact that he exercised and sold all of his share options means that he will now have no
personal financial motivation to take strategic decisions intended to increase TQ Company’s share value. This represents a
poor degree of alignment between Mr Smith’s package and the interests of TQ’s shareholders.
(d) Criticise Miss Hoiku’s performance as chairman of TQ Company
The case describes a particularly poor performance by a company chairman. It is a key function of the chairman to represent
the shareholders’ interests in the company and Miss Hoiku has clearly failed in this duty.
A key reason for her poor performance was her reported inability or unwillingness to face up to Mr Smith who was clearly a
domineering personality. A key quality of a company chairman is his or her ability and willingness to personally challenge the
chief executive if necessary.
She failed to ensure that a committee structure was in place, allowing as she did, the remunerations committee to atrophy
when two members left the company.
Linked to this, it appears from the case that the two non-executive directors that left were not replaced and again, it is a part
of the chairman’s responsibility to ensure that an adequate number of non-executives are in place on the board.
She inexplicably allowed Mr Smith to design his own rewards package and presided over him reducing the performance
related element of his package which was clearly misaligned with the shareholders’ interests.
When Mr Smith failed to co-ordinate the other directors because of his unspecified business travel, she failed to hold him to
account thereby allowing the company’s strategy to fail.
There seems to have been some under-reporting of potential strategic problems in the most recent annual report. A ‘future
prospects’ or ‘continuing business’ statement is often a required disclosure in an annual report (in many countries) and there is evidence that this statement may have been missing or misleading in the most recent annual report.