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正确答案：
(b) Nominations committees
General roles of a nominations committee.
It advises on the balance between executives and independent non-executive directors and establishes the appropriate
number and type of NEDs on the board. The nominations committee is usually made up of NEDs.
It establishes the skills, knowledge and experience possessed by current board and notes any gaps that will need to be filled.
It acts to meet the needs for continuity and succession planning, especially among the most senior members of the board.
It establishes the desirable and optimal size of the board, bearing in mind the current size and complexity of existing and
planned activities and strategies.
It seeks to ensure that the board is balanced in terms of it having board members from a diversity of backgrounds so as to
reflect its main constituencies and ensure a flow of new ideas and the scrutiny of existing strategies.
In the case of Rosh, the needs that a nominations committee could address are:
To recommend how many directors would be needed to run the business and plan for recruitment accordingly. The perceived
similarity of skills and interests of existing directors is also likely to be an issue.
To resolve the issues over numbers of NEDs. It seems likely that the current number is inadequate and would put Rosh in a
position of non-compliance with many of the corporate governance guidelines pertaining to NEDs.
To resolve the issues over the independence of NEDs. The closeness that the NEDs have to existing executive board members
potentially undermines their independence and a nominations committee should be able to identify this as an issue and make
recommendations to rectify it.
To make recommendations over the succession of the chairmanship. It may not be in the interests of Rosh for family members
to always occupy senior positions in the business.

正确答案：
(c) Matthew has set ambitious growth goals for the 2005–7 period in his quest to become ‘unquestioned leader’ in their region
and to roll out the model nationally. Clearly there are choices to be made in terms of implementing the strategy and much of
the success of the strategy will depend on the extent to which appropriate resources, structure and systems are in place to
facilitate growth. Many alternative models consider how strategy is implemented, but one of the most popular is the McKinsey
7S model in which the 7S’s are strategy, structure, systems (the so called ‘hard’ or tangible variables) and staff, style, skills
and shared values (the ‘soft’ or less tangible variables). The 7S model has a number of key assumptions built into it. Normally
we tend to think of strategy being the first variable in the strategic management process, with all other variables dependent
on the chosen strategy. However, Peters and Waterman argue that the assertion, for instance, that a firm’s structure follows
from its strategy ignores the fact that a particular structure may equally influence the strategy chosen. If we have a simple
functional structure, this may severely limit the ability of the firm to move or diversify into other areas of business. Equally
important is to understand the linkages between the variables, just as with the value chain, recognising if you change one of
the variables you then have to see the consequences for each of the other variables.
Our earlier analysis will have provided us with an understanding of the strategy being pursued by Universal. It is now looking
to offer its service to other parts of the country and become a national provider. In strategy terms, this is a process of growth
by way of market development, with the same service in different regions or markets. Universal’s experience is dominated by
operating in one region and the consequences of moving into new regions should not be underestimated. There are interesting
examples of companies having conspicuous success in their home territory but finding competition and customer relationships
very different outside their home market, even in the same country.
Matthew has already recognised the need to create a new structure to handle the growth strategy. This is ‘growth by
geographic expansion’ and while it may be the most simple growth strategy to control and co-ordinate, the creation of regional
centres managing the sales and installations in the region will add an additional level of administration and complexity.
This structural change will have significant implications for the systems employed by the company. Development of a national
operation will necessitate new methods of communication and reporting. Customer service levels depend on the management
information systems available. There is an opportunity for the new regions to benchmark themselves against the home region.
Efficient systems lie at the heart of Universal’s ability to offer a higher value added service to the customer. Standardised
processes have allowed a ‘no surprises’ policy to be successfully implemented. The extent to which the same business models
can be simply repeated in region after region will have to be tested. There is little mention of IT systems, but the pace of
expansion should be closely linked to the system’s ability to cope with increased demands.
Staff – reference has been made earlier to Universal being a people business, able to deliver a better quality of service to the
customer. The heavy reliance on self-employed staff means that a very active recruitment and training process will have to
be in place as Universal moves into different regions. New layers and levels of management will have implications for the
recruitment and development of both managers and staff reporting to them. The degrees of autonomy given to each of the
regions will materially affect the way they operate. Reward systems clearly link both staff and systems dimensions and there
is need to ensure that the right number and calibre of staff are recruited to expand the market coverage. Does Universal have
a staffing model that is easily ‘rolled’ out into other regions?
Equally important are any changes to the skill set needed by staff to operate nationally. Matthew feels that the model is
relatively lowly skilled with staff controlled through standardised systems. However, change is inevitable and the recruitment
and retention of staff in a labour intensive service will be key to success.
Universal is very much a family business dominated by the two founding brothers. Even with expansion being entirely within
their local region the rate of growth to a ￡6 million turnover business predicted to treble in size over the next three years, will
necessitate changes in the style. of management. Time management issues amongst the owner-managers have already begun
to emerge and a move from involvement with day-to-day management to a more strategic role is needed. Certainly growth to
date has been more emergent than planned, but vision and planning will be equally necessary as the firm operates nationally.
There are tensions for Matthew in making sure that his change in role and responsibilities does not result in him becoming
remote from his management and staff. Communication of the core values of the company will become even more necessary
and communication is key to managing the growth process.
The 7S’s is not the only model that will be useful in understanding the problems of implementing the growth strategy.
Greiner’s growth model has merit in drawing attention to the stages a growing business following an organic growth strategy
can expect to go through. Johnson and Scholes now refer to strategic implementation as ‘strategy in action’ made up of three
key activities, structuring an organisation to support successful performance. Universal’s move from a regional to a national
company will call for different structures and relationships. Enabling links the particular strengths and competences, built
round separate resource areas, to be combined to support the strategy – which in turn recognises and builds on identified
strengths. Finally, growth strategies will involve change and the management of the change process. They argue that change
will involve the need to change day-to-day routines and cultural aspects of the firm, together with overcoming resistance to
change.
All too often, a company grows at a rate which exceeds the capacity to implement the necessary change. This can expose
the firm to high levels of risk. Growth pressures can stimulate positive change and innovation, but in companies such as
Universal where considerable stress is placed on performance, targets and quality may be a casualty. Equally concerning is
if the rate of growth exceeds the capacity to invest in more people and technology. Growing the people and the systems isalmost a prerequisite to growing the business.

正确答案：
(iii) Cross selling services
The practice of cross selling is intended to give incentives to members of audit teams to concentrate their efforts on the
selling of non-audit services to audit clients.
It is not inappropriate for an audit firm to cross sell or for members of the audit team to recognise on an ongoing basis
the need of a client to have non audit services. However it should not be an aim of the audit team member to seek out
such opportunities.
Boleyn should have policies and procedures to ensure that, in relation to each audit client:
■ the objectives of the members of the audit team do not include selling of non-audit services to the audit client;
■ the criteria for evaluating the performance of members of the audit team do not include success in selling nonaudit
services to the audit client;
■ no specific element of remuneration of a member of the audit team and no decision concerning promotion within
the audit firm is based on his or her success in selling non-audit services to the audit client; and
■ the ethics partner being available for consultation when needed.
Therefore objectives such as the following are inappropriate:
■ to meet a quota of opportunities;
■ to specifically make time to discuss with clients which non-audit services they should consider;
■ to develop identified selling opportunities.
An audit engagement partner’s performance should be judged on the quality and integrity of the audit only. There are
no restrictions on normal partnership profit-sharing arrangements.