2021年ACCA考试的报名条件看这里

正确答案：
(b) Jones and Cousin, a public quoted company
Annual Report 2006
Management Commentary
(i) Introduction
Jones and Cousin is a global company engaged in the medical products sector. This report provides information to assist
the assessment of strategies adopted by the company and the future potential of those strategies.
Principal risks and relationships
Trends:
Expenditure in the medical sector is often controlled by governments and is, therefore, affected by government policy.
Thus the Group is largely dependent on governments providing funds for health care. Product innovation and the
resultant increase in competition could lead to downward pressure on the price of goods and a decline in the Group’s
market share which could affect the operational results and hinder the growth of the Group.
Currency fluctuations:
The Group reports its results using the dollar as its functional currency. As there is only five per cent of the business in
the country of incorporation, fluctuations in exchange rates may have a material effect on the Group. If the exchange
rate of the dollar strengthens against the Dinar and Euro, then group turnover and operating profit would be lower on
translation into dollars. As the manufacturing base is worldwide, the finished products when sold to the Group’s selling
operations could expose the Group to fluctuations in exchange rates.
Product liability claims and loss of reputation:
Although the products are not inherently high risk, there is a possibility of malfunction which could entail risk of product
liability claims or recalls on the product. Both these events could be costly and harmful to the Group’s reputation which
is dependent upon product safety. Any product liability claims or product recalls would have a negative effect on cash
flow and profit, and are likely to adversely affect sales of the product.
Highly Competitive markets:
The principal business units compete across many diverse geographic and product markets. Technical advances and
product innovations by competitors could adversely affect the operating results. Some of the Group’s competitors could
have greater resources and may be able to sell products on more competitive terms. If the Group were to lose market
share or have lower than expected sales growth, there could be an adverse impact on the Group’s share price and future
strategies.
Patents and Products;
The Group protects its intellectual rights in its products and opposes third parties where there is a conflict with the
group’s patents. The Group may itself be subject to patent infringement claims. If the Group failed to protect its position,
its competitive position could suffer and operating results be harmed. Similarly if any claims are successful then damages
may have to be paid, or non patent infringing products developed, both of which would adversely affect results.
Product innovations will occur constantly in the sector and, therefore, the Group has to continually develop products to
satisfy consumer needs and to provide cost and other advantages. Not all products will be brought to the market for
several reasons, including failure to receive regulatory approval or infringement of patents. Thus there is a significant
cost implication in the research and development of products. However, if new products do not remain competitive with
competitors’ products, then Group sales revenue could decline.
Relationships:
The Group has developed a set of corporate social responsibility principles which is the responsibility of the Board of
Directors, and the Managing Director in particular. The Group contributes to the treatment and recovery of patients within
its product range by providing solutions to health care needs. Although having a relatively minor impact on the
environment compared to some companies, any obsolete products are disposed of in an environmentally friendly way
so as not to potentially compromise the health of its customers. Reusable materials are used in the manufacture of
products.
The Group fosters ethical relationships with its suppliers and encourages them to share the same social and
environmental standards. In this way a long term relationship is expected to be developed with suppliers.
The Group’s employment policies are based on equality of opportunity and the performance standards and goals are
communicated to the employees. Jones and Cousin is committed to the provision of continuous training and
development and open communication with its employees. Additionally the group encourages its subsidiaries to reinvestprofits in local educational projects.

正确答案：

(c) Issue of bond
This form. of financing a football club’s operations is known as ‘securitisation’. Often in these cases a special purpose vehicle
is set up to administer the income stream or assets involved. In this case, a special purpose vehicle has not been set up. The
benefit of securitisation of the future corporate hospitality sales and season ticket receipts is that there will be a capital
injection into the club and it is likely that the effective interest rate is lower because of the security provided by the income
from the receipts. The main problem with the planned raising of capital is the way in which the money is to be used. The
use of the bond for ground improvements can be commended as long term cash should be used for long term investment but
using the bond for players’ wages will cause liquidity problems for the club.
This type of securitisation is often called a ‘future flow’ securitisation. There is no existing asset transferred to a special purpose
vehicle in this type of transaction and, therefore, there is no off balance sheet effect. The bond is shown as a long term liability
and is accounted for under IAS39 ‘Financial Instruments: Recognition and Measurement’. There are no issues of
derecognition of assets as there can be in other securitisation transactions. In some jurisdictions there are legal issues in
assigning future receivables as they constitute an unidentifiable debt which does not exist at present and because of this
uncertainty often the bond holders will require additional security such as a charge on the football stadium.
The bond will be a financial liability and it will be classified in one of two ways:
(i) Financial liabilities at fair value through profit or loss include financial liabilities that the entity either has incurred for
trading purposes and, where permitted, has designated to the category at inception. Derivative liabilities are always
treated as held for trading unless they are designated and effective as hedging instruments. An example of a liability held
for trading is an issued debt instrument that the entity intends to repurchase in the near term to make a gain from shortterm
movements in interest rates. It is unlikely that the bond will be classified in this category.
(ii) The second category is financial liabilities measured at amortised cost. It is the default category for financial liabilities
that do not meet the criteria for financial liabilities at fair value through profit or loss. In most entities, most financial
liabilities will fall into this category. Examples of financial liabilities that generally would be classified in this category are
account payables, note payables, issued debt instruments, and deposits from customers. Thus the bond is likely to be
classified under this heading. When a financial liability is recognised initially in the balance sheet, the liability is
measured at fair value. Fair value is the amount for which a liability can be settled between knowledgeable, willing
parties in an arm’s length transaction. Since fair value is a market transaction price, on initial recognition fair value will
usually equal the amount of consideration received for the financial liability. Subsequent to initial recognition financial
liabilities are measured using amortised cost or fair value. In this case the company does not wish to use valuation
models nor is there an active market for the bond and, therefore, amortised cost will be used to measure the bond.
The bond will be shown initially at $50 million × 95%, i.e. $47·5 million as this is the consideration received. Subsequentlyat 31 December 2007, the bond will be shown as follows:

正确答案：
(c) Non-executive directors
Roles of NEDs
Non-executive directors have four principal roles.
The strategy role recognises that NEDs are full members of the board and thus have the right and responsibility to contribute
to the strategic success of the organisation for the benefit of shareholders. The enterprise must have a clear strategic direction
and NEDs should be able to bring considerable experience from their lives and business experience to bear on ensuring that
chosen strategies are sound. In this role they may challenge any aspect of strategy they see fit and offer advice or input to
help to develop successful strategy.
In the scrutinising or performance role, NEDs are required to hold executive colleagues to account for decisions taken and
company performance. In this respect they are required to represent the shareholders’ interests against the possibility that
agency issues arise to reduce shareholder value.
The risk role involves NEDs ensuring the company has an adequate system of internal controls and systems of risk
management in place. This is often informed by prescribed codes (such as Turnbull in the UK) but some industries, such as
chemicals, have other systems in place, some of which fall under ISO standards. In this role, NEDs should satisfy themselves
on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
Finally, the ‘people’ role involves NEDs overseeing a range of responsibilities with regard to the management of the executive
members of the board. This typically involves issues on appointments and remuneration, but might also involve contractual
or disciplinary issues and succession planning.
Tutorial note: these four roles are as described in the UK Higgs Report and are also contained in the Combined Code 2003.
Tensions in NED roles in the case
This refers to a potential tension in the loyalties of the NEDs. Although the NED is accountable, through the chairman to the
shareholders and thus must always act in the economic best interests of the shareholders, he or she is also a part of the board
of the company and they may, in some situations, advise discretion. Withholding information might be judged correct because
of strategic considerations or longer-term shareholder interests. In most situations, NEDs will argue for greater transparency,
less concealment and more clarity of how and why a given action will be in the interests of shareholders.
The case of mallerite overestimation places the WM NEDs in a position of some tension. Any instinct to conceal the full extent
of the overestimate of the reserve for the possible protection of the company’s short-term value must be balanced against the
duty to serve longer-term strategic interests and the public interest. Whilst concealment would protect the company’s
reputation and share price in the short term, it would be a duty of the NEDs to point out that WM should observe transparency
as far as possible in its dealing with the shareholders and other capital market participants.

正确答案：
(b) Three potential problems that TMC might encounter in the proposed acquisition of CBC are as follows:
(i) TMC is forecast to have a 22% share of the market for disposable nappies at the end of 2008. If TMC was to acquire
CBC at that time it would then have a market share of ($681m + $155m)/$3,095m = 27%. Much will depend on
prevailing legislation. For example, in the UK it might be the case that the Director General of Fair Trading may ask the
Competition Commission (CC) to investigate if any organisation controls 25% or more of the market. The Secretary of
State may do likewise in circumstances where the proposed takeover would lead to the creation of a firm that would
control 25% or more of the market. (Similar examples from other countries would be equally acceptable.)
(ii) The directors of TMC need to be aware of the precise nature of the cultural problems that CBC has experienced during
recent years as this could be very damaging to its business if the acquisition of CBC goes ahead. In an extreme case
the organisational cultures of TMC and CBC might be incompatible. The directors of TMC need to make a very careful
assessment as to whether it would be possible to transform. a negative culture into a positive one. If they consider that
this would prove to be very difficult then they might be best advised not to proceed with the acquisition.
(iii) The directors of TMC have no experience of managing such acquisitions and this might mean that the integration of CBC
into TMC would prove problematic. It is probable that the systems are different as well as the management styles,
employee skills and business infrastructure.
(Alternative relevant discussion would be acceptable)