参加ACCA机考时需要注意什么？

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.

正确答案：
5 (a) IFRSs were not designed specifically for listed companies. However, in many countries the main users of IFRS are listed
companies. Currently SMEs who adopt IFRS have to follow all the requirements and not all SMEs take exception to applying
IFRS because it gives their financial statements enhanced reliability, relevance and credibility, and results in fair presentation.
However, other SMEs will wish to comply with IFRS for consistency and comparability purposes within their own country and
internationally but wish to apply simplified or different standards relevant to SMEs on the grounds that some IFRS are
unnecessarily demanding and some of the information produced is not used by users of SME financial statements.
The objectives of general purpose financial statements are basically appropriate for SMEs and publicly listed companies alike.
Therefore there is an argument that there is a need for only one set of IFRS which could be used nationally and internationally.
However, some SMEs require different financial information than listed companies. For example expanded related party
disclosures may be useful as SMEs often raise capital from shareholders, directors and suppliers. Additionally directors often
offer personal assets as security for bank finance.
The cost burden of applying the full set of IFRS may not be justified on the basis of user needs. The purpose and usage of
the financial statements, and the nature of the accounting expertise available to the SME, will not be the same as for listed
companies. These circumstances themselves may provide justification for a separate set of IFRSs for SMEs. A problem which
might arise is that users become familiar with IFRS as opposed to local GAAP thus creating a two tier system which could
lead to local GAAP being seen as an inferior or even a superior set of accounting rules.
One course of action would be for GAAP for SMEs to be developed on a national basis with IFRS being focused on accounting
for listed company activities. The main issue here would be that the practices developed for SMEs may not be consistent and
may lack comparability across national boundaries. This may mean that where SMEs wish to list their shares on a capital
market, the transition to IFRSs may be difficult. It seems that national standards setters are strongly supportive of thedevelopment of IFRSs for SMEs.

正确答案：
3 VOLCAN
(a) Store impairment
(i) Matters
■ Materiality
? The cost of goodwill represents 3·1% of total assets and is therefore material.
? However, after three years the carrying amount of goodwill ($2·2m) represents only 1·2% of total assets –
and is therefore immaterial in the context of the balance sheet.
? The annual amortisation charge ($1·1m) represents 11·6% profit before tax (PBT) and is therefore also
material (to the income statement).
? The impact of writing off the whole of the carrying amount would be material to PBT (23%).
Tutorial note: The temporary closure of the supermarket does not constitute a discontinued operation under IFRS 5
‘Non-Current Assets Held for Sale and Discontinued Operations’.
■ Under IFRS 3 ‘Business Combinations’ Volcan should no longer be writing goodwill off over five years but
subjecting it to an annual impairment test.
■ The announcement is after the balance sheet date and is therefore a non-adjusting event (IAS 10 ‘Events After the
Balance Sheet Date’) insofar as no provision for restructuring (for example) can be made.
■ However, the event provides evidence of a possible impairment of the cash-generating unit which is this store and,
in particular, the value of goodwill assigned to it.
■ If the carrying amount of goodwill ($2·2m) can be allocated on a reasonable and consistent basis to this and the
other two stores (purchased at the same time) Volcan’s management should have applied an impairment test to
the goodwill of the downsized store (this is likely to show impairment).
■ If more than 22% of goodwill is attributable to the City Metro store – then its write-off would be material to PBT
(22% × $2·2m ÷ $9·5m = 5%).
■ If the carrying amount of goodwill cannot be so allocated; the impairment test should be applied to the
cash-generating unit that is the three stores (this may not necessarily show impairment).
■ Management should have considered whether the other four stores in Urvina (and elsewhere) are similarly
impaired.
■ Going concern is unlikely to be an issue unless all the supermarkets are located in cities facing a downward trend
in demand.
Tutorial note: Marks will be awarded for stating the rules for recognition of an impairment loss for a cash-generating
unit. However, as it is expected that the majority of candidates will not deal with this matter, the rules of IAS 36 are
not reproduced here.
(ii) Audit evidence
■ Board minutes approving the store’s ‘facelift’ and documenting the need to address the fall in demand for it as a
supermarket.
■ Recomputation of the carrying amount of goodwill (2/5 × $5·5m = $2·2m).
■ A schedule identifying all the assets that relate to the store under review and the carrying amounts thereof agreed
to the underlying accounting records (e.g. non-current asset register).
■ Recalculation of value in use and/or fair value less costs to sell of the cash-generating unit (i.e. the store that is to
become the City Metro, or the three stores bought together) as at 31 March 2005.
Tutorial note: If just one of these amounts exceeds carrying amount there will be no impairment loss. Also, as
there is a plan NOT to sell the store it is most likely that value in use should be used.
■ Agreement of cash flow projections (e.g. to approved budgets/forecast revenues and costs for a maximum of five
years, unless a longer period can be justified).
■ Written management representation relating to the assumptions used in the preparation of financial budgets.
■ Agreement that the pre-tax discount rate used reflects current market assessments of the time value of money (and
the risks specific to the store) and is reasonable. For example, by comparison with Volcan’s weighted average cost
of capital.
■ Inspection of the store (if this month it should be closed for refurbishment).
■ Revenue budgets and cash flow projections for:
– the two stores purchased at the same time;
– the other stores in Urvina; and
– the stores elsewhere.
Also actual after-date sales by store compared with budget.