请问什么情况下ACCA证书会被注销呢？

正确答案：
(b) Separation of the roles of CEO and chairman
Benefits of separation of roles
The separation of the roles of chief executive and chairman was first provided for in the UK by the 1992 Cadbury provisions
although it has been included in all codes since. Most relevant to the case is the terms of the ICGN clause s.11 and OECD
VI (E) both of which provide for the separation of these roles. In the UK it is covered in the combined code section A2.
The separation of roles offers the benefit that it frees up the chief executive to fully concentrate on the management of the
organisation without the necessity to report to shareholders or otherwise become distracted from his or her executive
responsibilities. The arrangement provides a position (that of chairman) that is expected to represent shareholders’ interests
and that is the point of contact into the company for shareholders. Some codes also require the chairman to represent the
interests of other stakeholders such as employees.
Having two people rather than one at the head of a large organisation removes the risks of ‘unfettered powers’ being
concentrated in a single individual and this is an important safeguard for investors concerned with excessive secrecy or
lack of transparency and accountability. The case of Robert Maxwell is a good illustration of a single dominating
executive chairman operating unchallenged and, in so doing, acting illegally. Having the two roles separated reduces
the risk of a conflict of interest in a single person being responsible for company performance whilst also reporting on
that performance to markets. Finally, the chairman provides a conduit for the concerns of non-executive directors who,
in turn, provide an important external representation of external concerns on boards of directors.
Tutorial note: Reference to codes other than the UK is also acceptable. In all cases, detailed (clause number) knowledge
of code provisions is not required.
Accountability and separation of roles
In terms of the separation of roles assisting in the accountability to shareholders, four points can be made.
The chairman scrutinises the chief executive’s management performance on behalf of the shareholders and will be
involved in approving the design of the chief executive’s reward package. It is the responsibility of the chairman to hold
the chief executive to account on shareholders’ behalfs.
Shareholders have an identified person (chairman) to hold accountable for the performance of their investment. Whilst
day-to-day contact will normally be with the investor relations department (or its equivalent) they can ultimately hold
the chairman to account.
The presence of a separate chairman ensures that a system is in place to ensure NEDs have a person to report to outside the
executive structure. This encourages the freedom of expression of NEDs to the chairman and this, in turn, enables issues to
be raised and acted upon when necessary.
The chairman is legally accountable and, in most cases, an experienced person. He/she can be independent and more
dispassionate because he or she is not intimately involved with day-to-day management issues.

正确答案：

(c) The type of payment might influence the success of the bid. Paxis is proposing a share for share exchange which offers a continuation in ownership of the entity, albeit as part of the successful bidder. However, relative share prices will change during the period of the bid, and the owner of shares in the potential victim company will not know the precise postacquisition value of the bid. An alternative might be cash payments which provides a known, precise sum, and might be favoured for this reason. However, in some countries payment in cash might lead to an immediate capital gains tax liability for the investor.

The effective price offered would of course be a major influence. Paxis would need to offer a premium over the existing share price, but the size of the premium that would be acceptable is unknown. Informal discussions with major shareholders of Wragger might assist in determining this (subject to such discussions being permitted by the regulatory authorities).

正确答案：
(c) Impact on the audit of the financial statements
Tutorial note: The answer to this part should reflect that it is not the external auditor who is providing the internal audit
services. Thus comments regarding objectivity impairment are not relevant.
■ As Grey & Co is likely to be placing some reliance on RBG’s internal audit department in accordance with ISA 610
Considering the Work of Internal Auditing the degree of reliance should be reassessed.
■ The appointment will include an evaluation of organisational risk. The results of this will provide Grey with evidence,
for example:
– supporting the appropriateness of the going concern assumption;
– of indicators of obsolescence of goods or impairment of other assets.
■ As the quality of internal audit services should be higher than previously, providing a stronger control environment, the
extent to which Grey may rely on internal audit work could be increased. This would increase the efficiency of the
external audit of the financial statements as the need for substantive procedures should be reduced.
■ However, if internal audit services are performed on a part-time basis (e.g. fitting into the provider’s less busy months)
Grey must evaluate the impact of this on the prevention, detection and control of fraud and error.
■ The internal auditors will provide a body of expertise within RBG with whom Grey can consult on contentious matters.
Tutorial note: Appropriate credit will be given for arguing that less reliance may be placed on internal audit in this year of
change of provider.

正确答案：
(b) It would appear that JOL’s market share has declined from 30% to (80 – 26)/3 = 18% during the last three years. A 12%
fall in market share is probably very significant with a knock-on effect on profits and resultant cash flows. Obviously such a
declining trend needs to be arrested immediately and this will require a detailed investigation to be undertaken by the directors
of JOL. Consequently loss of market share can be seen to be an indicator of potential corporate failure. Other indicators of
corporate failure are as follows:
Six performance indicators that an organisation might fail are as follows:
Poor cash flow
Poor cash flow might render an organisation unable to pay its debts as and when they fall due for payment. This might mean,
for example, that providers of finance might be able to invoke the terms of a loan covenant and commence legal action against
an organisation which might eventually lead to its winding-up.
Lack of new production/service introduction
Innovation can often be seen to be the difference between ‘life and death’ as new products and services provide continuity
of income streams in an ever-changing business environment. A lack of new product/service introduction may arise from a
shortage of funds available for re-investment. This can lead to organisations attempting to compete with their competitors with
an out of date range of products and services, the consequences of which will invariably turn out to be disastrous.
General economic conditions
Falling demand and increasing interest rates can precipitate the demise of organisations. Highly geared organisations will
suffer as demand falls and the weight of the interest burden increases. Organisations can find themselves in a vicious circle
as increasing amounts of interest payable are paid from diminishing gross margins leading to falling profits/increasing losses
and negative cash flows. This leads to the need for further loan finance and even higher interest burden, further diminution
in margins and so on.
Lack of financial controls
The absence of sound financial controls has proven costly to many organisations. In extreme circumstances it can lead to
outright fraud (e.g. Enron and WorldCom).
Internal rivalry
The extent of internal rivalry that exists within an organisation can prove to be of critical significance to an organisation as
managerial effort is effectively channeled into increasing the amount of internal conflict that exists to the detriment of the
organisation as a whole. Unfortunately the adverse consequences of internal rivalry remain latent until it is too late to redress
them.
Loss of key personnel
In certain types of organisation the loss of key personnel can ‘spell the beginning of the end’ for an organisation. This is
particularly the case when individuals possess knowledge which can be exploited by direct competitors, e.g. sales contacts,
product specifications, product recipes, etc.