宁夏考生注意：2020年ACCA国际会计师考试准考证打印预计时间

正确答案：
(b)(i)Price/earningsratiomethodEarningspershareofNGN=80cpersharePrice/earningsratioofKFPCo=8SharepriceofNGN=80x8=640cor$6·40NumberofordinarysharesofNGN=5/0·5=10millionsharesValueofNGN=6·40x10m=$64millionHowever,itcanbearguedthatareductionintheappliedprice/earningsratioisneededasNGNisunlistedandthereforeitssharesaremoredifficulttobuyandsellthanthoseofalistedcompanysuchasKFPCo.Ifwereducetheappliedprice/earningsratioby10%(othersimilarpercentagereductionswouldbeacceptable),itbecomes7·2timesandthevalueofNGNwouldbe(80/100)x7·2x10m=$57·6million(ii)DividendgrowthmodelDividendpershareofNGN=80cx0·45=36cpershareSincethepayoutratiohasbeenmaintainedforseveralyears,recentearningsgrowthisthesameasrecentdividendgrowth,i.e.4·5%.Assumingthatthisdividendgrowthcontinuesinthefuture,thefuturedividendgrowthratewillbe4·5%.Sharepricefromdividendgrowthmodel=(36x1·045)/(0·12–0·045)=502cor$5·02ValueofNGN=5·02x10m=$50·2million(c)Adiscussionofcapitalstructurecouldstartfromrecognisingthatequityismoreexpensivethandebtbecauseoftherelativeriskofthetwosourcesoffinance.Equityisriskierthandebtandsoequityismoreexpensivethandebt.Thisdoesnotdependonthetaxefficiencyofdebt,sincewecanassumethatnotaxesexist.Wecanalsoassumethatasacompanygearsup,itreplacesequitywithdebt.Thismeansthatthecompany’scapitalbaseremainsconstantanditsweightedaveragecostofcapital(WACC)isnotaffectedbyincreasinginvestment.Thetraditionalviewofcapitalstructureassumesanon-linearrelationshipbetweenthecostofequityandfinancialrisk.Asacompanygearsup,thereisinitiallyverylittleincreaseinthecostofequityandtheWACCdecreasesbecausethecostofdebtislessthanthecostofequity.Apointisreached,however,wherethecostofequityrisesataratethatexceedsthereductioneffectofcheaperdebtandtheWACCstartstoincrease.Inthetraditionalview,therefore,aminimumWACCexistsand,asaresult,amaximumvalueofthecompanyarises.ModiglianiandMillerassumedaperfectcapitalmarketandalinearrelationshipbetweenthecostofequityandfinancialrisk.Theyarguedthat,asacompanygearedup,thecostofequityincreasedataratethatexactlycancelledoutthereductioneffectofcheaperdebt.WACCwasthereforeconstantatalllevelsofgearingandnooptimalcapitalstructure,wherethevalueofthecompanywasatamaximum,couldbefound.Itwasarguedthattheno-taxassumptionmadebyModiglianiandMillerwasunrealistic,sinceintherealworldinterestpaymentswereanallowableexpenseincalculatingtaxableprofitandsotheeffectivecostofdebtwasreducedbyitstaxefficiency.Theyrevisedtheirmodeltoincludethistaxeffectandshowedthat,asaresult,theWACCdecreasedinalinearfashionasacompanygearedup.Thevalueofthecompanyincreasedbythevalueofthe‘taxshield’andanoptimalcapitalstructurewouldresultbygearingupasmuchaspossible.Itwaspointedoutthatmarketimperfectionsassociatedwithhighlevelsofgearing,suchasbankruptcyriskandagencycosts,wouldlimittheextenttowhichacompanycouldgearup.Inpractice,therefore,itappearsthatcompaniescanreducetheirWACCbyincreasinggearing,whileavoidingthefinancialdistressthatcanariseathighlevelsofgearing.Ithasfurtherbeensuggestedthatcompanieschoosethesourceoffinancewhich,foronereasonoranother,iseasiestforthemtoaccess(peckingordertheory).Thisresultsinaninitialpreferenceforretainedearnings,followedbyapreferencefordebtbeforeturningtoequity.TheviewsuggeststhatcompaniesmaynotinpracticeseektominimisetheirWACC(andconsequentlymaximisecompanyvalueandshareholderwealth).TurningtothesuggestionthatdebtcouldbeusedtofinanceacashbidforNGN,thecurrentandpostacquisitioncapitalstructuresandtheirrelativegearinglevelsshouldbeconsidered,aswellastheamountofdebtfinancethatwouldbeneeded.Earliercalculationssuggestthatatleast$58mwouldbeneeded,ignoringanypremiumpaidtopersuadetargetcompanyshareholderstoselltheirshares.Thecurrentdebt/equityratioofKFPCois60%(15m/25m).Thedebtofthecompanywouldincreaseby$58minordertofinancethebidandbyafurther$20maftertheacquisition,duetotakingontheexistingdebtofNGN,givingatotalof$93m.Ignoringotherfactors,thegearingwouldincreaseto372%(93m/25m).KFPCowouldneedtoconsiderhowitcouldservicethisdangerouslyhighlevelofgearinganddealwiththesignificantriskofbankruptcythatitmightcreate.ItwouldalsoneedtoconsiderwhetherthebenefitsarisingfromtheacquisitionofNGNwouldcompensateforthesignificantincreaseinfinancialriskandbankruptcyriskresultingfromusingdebtfinance.

正确答案：
(c) Non-executive directors
Roles of NEDs
Non-executive directors have four principal roles.
The strategy role recognises that NEDs are full members of the board and thus have the right and responsibility to contribute
to the strategic success of the organisation for the benefit of shareholders. The enterprise must have a clear strategic direction
and NEDs should be able to bring considerable experience from their lives and business experience to bear on ensuring that
chosen strategies are sound. In this role they may challenge any aspect of strategy they see fit and offer advice or input to
help to develop successful strategy.
In the scrutinising or performance role, NEDs are required to hold executive colleagues to account for decisions taken and
company performance. In this respect they are required to represent the shareholders’ interests against the possibility that
agency issues arise to reduce shareholder value.
The risk role involves NEDs ensuring the company has an adequate system of internal controls and systems of risk
management in place. This is often informed by prescribed codes (such as Turnbull in the UK) but some industries, such as
chemicals, have other systems in place, some of which fall under ISO standards. In this role, NEDs should satisfy themselves
on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
Finally, the ‘people’ role involves NEDs overseeing a range of responsibilities with regard to the management of the executive
members of the board. This typically involves issues on appointments and remuneration, but might also involve contractual
or disciplinary issues and succession planning.
Tutorial note: these four roles are as described in the UK Higgs Report and are also contained in the Combined Code 2003.
Tensions in NED roles in the case
This refers to a potential tension in the loyalties of the NEDs. Although the NED is accountable, through the chairman to the
shareholders and thus must always act in the economic best interests of the shareholders, he or she is also a part of the board
of the company and they may, in some situations, advise discretion. Withholding information might be judged correct because
of strategic considerations or longer-term shareholder interests. In most situations, NEDs will argue for greater transparency,
less concealment and more clarity of how and why a given action will be in the interests of shareholders.
The case of mallerite overestimation places the WM NEDs in a position of some tension. Any instinct to conceal the full extent
of the overestimate of the reserve for the possible protection of the company’s short-term value must be balanced against the
duty to serve longer-term strategic interests and the public interest. Whilst concealment would protect the company’s
reputation and share price in the short term, it would be a duty of the NEDs to point out that WM should observe transparency
as far as possible in its dealing with the shareholders and other capital market participants.

正确答案：

1 Overview
A grievance occurs when an individual thinks that he or she has been wrongly treated by colleagues or management, especially
in disciplinary matters. An unresolved feeling of grievance can often lead to further problems for the organisation. The purpose of
procedures is to resolve disciplinary and grievance issues to the satisfaction of all concerned and as early as possible.
If a grievance perceived by an employee is not resolved, then conflict and discontent can arise that will affect the work of the
individual and the organisation. Accountants as managers need to be aware of the need to resolve grievances satisfactorily and
professionally.
The fundamental basis of organisational disciplinary and grievance procedures is that they must be explicitly clear and accessible
to all.
Part (a):
An official and correctly applied disciplinary procedure has six steps which should be followed in the correct order and applied
equitably.
The Informal Talk.
This is the first step. If the disciplinary matter is of a minor nature and the individual has had until this occasion a good record,
then an informal meeting can often resolve the issue.
Reprimand or Oral Warning.
Here the manager draws the attention of the employee to unsatisfactory behaviour, a repeat of which could lead to formal
disciplinary proceedings.
Official or Written Warning.
A written warning is a serious matter. It draws the attention of the offending employee to a serious breach of conduct and remains
a recorded document on the employee’s employment history.
Such written documents can be used as evidence if further action is taken, especially dismissal.
Suspension or Lay-off.
If an offence is of a serious nature, if the employee has repeated an earlier offence or if there have been repeated problems then
an employee may be suspended from work for a period of time without pay.
Demotion.
This is a situation where an employee is demoted to a lower salary or position within an organisation. This is a very serious step
to take and can be regarded as a form. of internal dismissal. This course of action can have negative repercussions because the
employee concerned will feel dissatisfied and such feelings can affect their own work and that of others.
Dismissal.
This is the ultimate disciplinary measure and should be used only in the most extreme cases. As with demotion, the dismissal of
a staff member can lead to wider dissatisfaction amongst the employees.
The employee may nominate a representative at any stage of the procedure, especially at the more serious stages.

正确答案：
(b) The relative performance of GBC and TTC is difficult to assess due to the following:
(i) They would appear to have differing objectives. GBC provides free transport for senior citizens and charges lower fares
than TTC. GBC also uses environmentally friendly fuel. Each of these factors inhibits a direct comparison of the two
organisations.
(ii) The organisations are funded differently. It is evident that TTC uses loan finance to fund operations which gives rise to
interest charges which are not incurred by GBC. On the other hand GBC is funded by the government.
(iii) TTC has higher fixed asset values which precipitate much higher depreciation charges.
(iv) There is also a lack of non-financial performance indicators such as the number of on-time arrivals, number of accidents,
complaints re passenger dissatisfaction, staff turnover, adherence to relevant legislation, convenience of pick-up/drop-off
points etc.
The following items of additional information would assist in assessing the financial and operating performance of the two
companies:
(1) The number of staff employed by each organisation would assist in the assessment of the financial and operating
performance. Ratios such as revenue generated per employee and operating costs per employee might provide useful
comparators of financial and operating efficiency.
(2) Safety and accident records of each organisation would give an indication of the reliability and safety afforded to
passengers by each organisation. Passenger safety is of paramount importance to all passenger transport businesses.
(3) Records of late/cancelled buses together with the number of complaints received from the passengers would provide an
indication of the efficiency of the service provided by each organisation.
(4) The accessibility of the services, location of pick-up/drop-off points would provide an indication of the flexibility of service
delivery provided by each organisation.
(5) The comfort, cleanliness and age of the respective bus fleets would provide a further indication of the level of service
quality provided by each organisation.
(6) The fuel emission levels of the buses operated by each organisation would provide an indication of the extent of their
‘social responsibility’.
Notes: (i) Only three items of additional information were required.
(ii) Alternative relevant discussion and examples would be acceptable.