如果湖南省考生符合这些条件，那么ACCA证书就是为你量身订做的

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.

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3 The interview is extensively used for the selection of new employees and in many cases is the only method of selection. However,interviews have been criticised for failing to identify appropriate candidates suitable for the organisation. It is essential therefore that professional accountants recognise both the problems and opportunities that the formal selection interview presents.
(a) The purpose of the selection interview is to find the best possible person for the position who will fit into the organisation. Those conducting the interview must also ensure that the candidate clearly understands the job on offer, career prospects and that all candidates feel that fair treatment has been provided through the selection process.In addition, the interview also gives the opportunity to convey a good impression of the organisation, whether the candidate has been successful or not.

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(b) As the term internal marketing implies, the methods of ascertaining staff reactions to the proposed growth strategy have close
parallels with the ways you find out about customer reaction to the company or its products. The benefits of taking a
structured research approach are considerable and often firms may prefer that attitude surveys are carried out by outside
consultants in order to improve objectivity and to remove some of the problems with Mark’s power and position. As with
external market research you are looking to see whether staff will ‘buy into’ the proposed strategy and the accurate
measurement of attitudes and consequent behaviour is very important.
Creating the framework for undertaking the research involves defining the issue to be researched – in this case staff attitudes
towards the growth strategy, designing the research methods, including the use of questionnaires and interviews, determining
the sample of staff to be involved, the use or otherwise of focus groups and ways of ensuring the data collected gives an
accurate picture of staff attitudes. The data generated must be analysed and presented to Mark in an appropriate way. How
the insights into staff attitudes are gained through the research is important, as is the communication of the results to the
staff. Mark should be aware that such research will inevitably create expectations among staff and managing those
expectations will be a test of his leadership powers.

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(b) Sergio’s investments
Sergio aims to leave a substantial asset to his family on his death. Accordingly, in view of his age, he is right to be considering
investing in an asset whose value is unlikely to fall suddenly, such as a domestic rental property. However, it must be
recognised that although the value of land and buildings can usually be relied on to increase over a long period of time, its
value may fall over a shorter period. The only investments that cannot fall in value are cash deposits, although they do, of
course, fall in real terms due to the effects of inflation.
Sergio should consider whether or not he wishes to increase his annual income. The return on capital invested in a domestic
rental property is unlikely to be very high due to the recent increases in property values in the UK. Also, there are likely to be
periods when the house is unoccupied during which no income will be generated. If it is important to Sergio to generate
additional income he should consider other low-risk investments with a more reliable and higher rate of return, for example,
gilt edged stocks, unit trusts and cash deposits.
Sergio must also decide whether it is important to him to be able to access capital quickly, as it is usually not possible to
realise the capital invested in land and buildings at short notice. If this is important, Sergio should consider holding some of
his capital in cash deposits or other liquid investments, eg unit trusts.
Sergio could invest up to ￡7,000 each year in an individual savings account (ISA). A maximum of ￡3,000 can be held as a
cash deposit with the balance invested in quoted shares. The income and gains arising on the funds invested would be
exempt from both income tax and capital gains tax. This would be a relatively low-risk investment and would also be
accessible quickly if required.