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正确答案：
(b) (i) Paul has options in an HMRC approved share scheme. Under such schemes, no tax liabilities arise either on the grant
or exercise of the option. The excess of the proceeds over the price paid for the shares (the exercise price) is charged to
capital gains tax on their disposal.
However, in order to secure this treatment, one of the conditions to be satisfied is that the options cannot be exercised
within three years of the date of grant. If Paul were to exercise his options now (i.e. before the third anniversary of the
grant), the exercise would instead be treated as an unapproved exercise. At that date, income tax would be charged on
the difference between the market value of the shares on exercise and the price paid to exercise the option.

正确答案：
(b) In many ways Lawson Engineering and its performance explains why Kaplan and Norton developed the balanced scorecard
to overcome the reliance on traditional, and they would argue flawed, financial measures of performance such as return on
capital employed (ROCE). Lawson Engineering as a privately owned company does not have the same pressure to maximise
shareholder wealth, which is the overarching long-term goal of publicly quoted companies. The intangible resources discussed
above – both internal and external – reflect the success of the company in meeting the expectations of the other key
stakeholders in the business, namely customers, employees and suppliers. In terms of the other measures of performance
used in the balanced scorecard the customer perspective seems to be very much a positive area of performance. Lawson
Engineering has developed a clear niche strategy based on the excellence of its products. Market share as a measure of
customer satisfaction is not too relevant as the company has chosen to develop its own markets and is not looking for large
volumes and a dominant market share. The growth of the company suggests that it is both retaining its existing customer
base and acquiring new ones. Clearly there need to be measures in place to show where its growth is coming from. Customer
acquisition is usually an expensive but necessary activity and cutomer retention a more positive route to profitability. Today
there is increasing emphasis on customer relationship management (CRM) and measures to show the share of a particular
customer’s business the company has, rather than the overall market share the company has achieved. Michael Porter has
drawn attention to the fact that having the biggest market share is not necessarily associated with being the most profitable
company in that market. Customer acquisition and retention are both useful indicators of customer satisfaction which many
companies have problems in measuring. Finally, knowing which customers are profitable ones is a key requirement.
Surprisingly there is a lot of evidence to suggest that many companies are unsure which of their products and which
customers actually contribute to their profits.
The third measure in the balanced scorecard is an internal one – the effectiveness or otherwise of the firm’s internal processes.
In turn there are three areas where performance should be measured – innovation, operational processes and after sales
service (where appropriate). Innovation itself is a result of effective internal processes and Lawson Engineering through its
patents and awards has tangible evidence of its success. Many firms are measuring the contribution of products introduced
in the last three or four years – 3M, a global manufacturer of consumer and industrial products looks to achieve 30% of its
sales from products that are less than four years old. Equally important in a company such as Lawson Engineering is the time
taken to develop and get new products to their customers. The strategy of being ‘first to market’ can be a very effective
competitive strategy.
Equally important for the customers are the operational processes that produce and deliver the inputs from their suppliers.
The introduction of JIT and the use of technology to shorten and simplify the links between supplier and customer are ways
of shortening lead times and increasing customer satisfaction. Lawson Engineering has looked to innovate its processes as
well as its products and can look to develop measures of key areas of operational performance. Finally it is worth stressing
that financial performance, customer satisfaction and effective internal processes are all dependent on the people who make
things happen in the firm. Employees and the way they learn and grow in their jobs will determine whether or not the firm
succeeds. Again there is evidence to suggest that Lawson Engineering’s employees are being trained and developed and as
a consequence are well motivated.
The balanced scorecard has been criticised on a number of accounts. Firstly, such a comprehensive set of performance
measures will take considerable time and commitment on the part of senior management to develop. There is a need to avoid
over-complexity and assess the costs and benefits of the process. Secondly, there is the question of whether all the key
stakeholders have shared goals and expectations and whether the measures are focused on short-, medium- or long-term
performance. Thirdly, its focus on internal and external processes may not come easily to firms that have organised themselves
on traditional lines. Most organisations have retained departments within which functional specialists are located, e.g.
production, marketing etc. Changing the way performance is measured may need a radical change in culture and meetsignificant resistance.

正确答案：
(c) Retirement by rotation.
Definition
Retirement by rotation is an arrangement in a director’s contract that specifies his or her contract to be limited to a specific
period (typically three years) after which he or she must retire from the board or offer himself (being eligible) for re-election.
The director must be actively re-elected back onto the board to serve another term. The default is that the director retires
unless re-elected.
Importance of
Retirement by rotation reduces the cost of contract termination for underperforming directors. They can simply not be
re-elected after their term of office expires and they will be required to leave the service of the board as a retiree (depending
on contract terms).
It encourages directors’ performance (they know they are assessed by shareholders and reconsidered every three years) and
focuses their minds upon the importance of meeting objectives in line with shareholders’ aims.
It is an opportunity, over time, to replace the board membership whilst maintaining medium term stability of membership
(one or two at a time).
Applied to Rosh
Retirement by rotation would enable the board of Rosh to be changed over time. There is evidence that some directors may
have stayed longer than is ideal because of links with other board members going back many years.