不得不收藏的ACCA考试常用网址汇总

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The Company Directors Disqualification Act (CDDA) 1986 was introduced to control individuals who persistently abused the various privileges that accompany incorporation, most particularly the privilege of limited liability. The Act applies to more than just directors and the court may make an order preventing any person (without leave of the court) from being:
(i) a director of a company;
(ii) a liquidator or administrator of a company;
(iii) a receiver or manager of a company’s property; or
(iv) in any way, whether directly or indirectly, concerned with or taking part in the promotion, formation or management of a company.
The CDDA 1986 identifies three distinct categories of conduct, which may, and in some circumstances must, lead the court to disqualify certain persons from being involved in the management of companies.
(a) General misconduct in connection with companies
This first category involves the following:
(i) A conviction for an indictable offence in connection with the promotion, formation, management or liquidation of a company or with the receivership or management of a company’s property (s.2 of the CDDA 1986). The maximum period for disqualification under s.2 is five years where the order is made by a court of summary jurisdiction, and 15 years in any other case.

(ii) Persistent breaches of companies legislation in relation to provisions which require any return, account or other document to be filed with, or notice of any matter to be given to, the registrar (s.3 of the CDDA 1986). Section 3 provides that a person is conclusively proved to be persistently in default where it is shown that, in the five years ending with the date of the application, he has been adjudged guilty of three or more defaults (s.3(2) of the CDDA 1986). This is without prejudice to proof of persistent default in any other manner. The maximum period of disqualification under this section is five years.
(iii) Fraud in connection with winding up (s.4 of the CDDA 1986). A court may make a disqualification order if, in the course of the winding up of a company, it appears that a person:
(1) has been guilty of an offence for which he is liable under s.993 of the CA 2006, that is, that he has knowingly been a party to the carrying on of the business of the company either with the intention of defrauding the company’s creditors or any other person or for any other fraudulent purpose; or
(2) has otherwise been guilty, while an officer or liquidator of the company or receiver or manager of the property of the company, of any fraud in relation to the company or of any breach of his duty as such officer, liquidator, receiver or manager (s.4(1)(b) of the CDDA 1986).
The maximum period of disqualification under this category is 15 years.(b) Disqualification for unfitness
The second category covers:
(i) disqualification of directors of companies which have become insolvent, who are found by the court to be unfit to be directors (s.6 of the CDDA 1986). Under s. 6, the minimum period of disqualification is two years, up to a maximum of 15 years;
(ii) disqualification after investigation of a company under Pt XIV of the CA 1985 (it should be noted that this part of the previous Act still sets out the procedures for company investigations) (s.8 of the CDDA 1986). Once again, the maximum period of disqualification is 15 years.
Schedule 1 to the CDDA 1986 sets out certain particulars to which the court is to have regard in deciding whether a person’s conduct as a director makes them unfit to be concerned in the management of a company. In addition, the courts have given indications as to what sort of behaviour will render a person liable to be considered unfit to act as a company director. Thus, in Re Lo-Line Electric Motors Ltd (1988), it was stated that:
‘Ordinary commercial misjudgment is in itself not sufficient to justify disqualification. In the normal case, the conduct complained of must display a lack of commercial probity, although . . . in an extreme case of gross negligence or total incompetence, disqualification could be appropriate.’

(c) Other cases for disqualification
This third category relates to:
(i) participation in fraudulent or wrongful trading under s.213 of the Insolvency Act (IA)1986 (s.10 of the CDDA 1986);
(ii) undischarged bankrupts acting as directors (s.11 of the CDDA 1986); and
(iii) failure to pay under a county court administration order (s.12 of the CDDA 1986).
For the purposes of most of the CDDA 1986, the court has discretion to make a disqualification order. Where, however, a person has been found to be an unfit director of an insolvent company, the court has a duty to make a disqualification order (s.6 of the CDDA 1986). Anyone who acts in contravention of a disqualification order is liable:
(i) to imprisonment for up to two years and/or a fine, on conviction on indictment; or
(ii) to imprisonment for up to six months and/or a fine not exceeding the statutory maximum, on conviction summarily (s.13 of the CDDA 1986).

正确答案：
4 Becker & Co
(a) Joint business arrangement
The business opportunity in respect of Murray Co could be lucrative if the market research is to be believed.
However, IFAC’s Code of Ethics for Professional Accountants states that a mutual business arrangement is likely to give rise
to self-interest and intimidation threats to independence and objectivity. The audit firm must be and be seen to be independent
of the audit client, which clearly cannot be the case if the audit firm and the client are seen to be working together for a
mutual financial gain.
In the scenario, two options are available. Firstly, Becker & Co could provide the audit client with finance to complete the
development and take the product to market. There is a general prohibition on audit firms providing finance to their audit
clients. This would create a clear financial self-interest threat as the audit firm would be receiving a return on investment from
their client. The Code states that if a firm makes a loan (or guarantees a loan) to a client, the self-interest threat created would
be so significant that no safeguard could reduce the threat to an acceptable level.
The provision of finance using convertible debentures raises a further ethical problem, because if the debentures are ultimately
converted to equity, the audit firm would then hold equity shares in their audit client. This is a severe financial self-interest,
which safeguards are unlikely to be able to reduce to an acceptable level.
The finance should not be advanced to Murray Co while the company remains an audit client of Becker & Co.
The second option is for a joint venture company to be established. This would be perceived as a significant mutual business
interest as Becker & Co and Murray Co would be investing together, sharing control and sharing a return on investment in
the form. of dividends. IFAC’s Code of Ethics states that unless the relationship between the two parties is clearly insignificant,
the financial interest is immaterial, and the audit firm is unable to exercise significant influence, then no safeguards could
reduce the threat to an acceptable level. In this case Becker & Co may not enter into the joint venture arrangement while
Murray Co is still an audit client.
The audit practice may consider that investing in the new electronic product is a commercial strategy that it wishes to pursue,
either through loan finance or using a joint venture arrangement. In this case the firm should resign as auditor with immediate
effect in order to eliminate any ethical problem with the business arrangement. The partners should carefully consider if the
potential return on investment will more than compensate for the lost audit fee from Murray Co.
The partners should also reflect on whether they want to diversify to such an extent – this investment is unlikely to be in an
area where any of the audit partners have much knowledge or expertise. A thorough commercial evaluation and business risk
analysis must be performed on the new product to ensure that it is a sound business decision for the firm to invest.
The audit partners should also consider how much time they would need to spend on this business development, if they
decided to resign as auditors and to go ahead with the investment. Such a new and important project could mean that they
take their focus off the key business i.e. the audit practice. They should consider if it would be better to spend their time trying
to compete effectively with the two new firms of accountants, trying to retain key clients, and to attract new accounting and
audit clients rather than diversify into something completely different.

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(ii) The use of its own tree plantations as a source of raw materials not only ensures available supplies of timber but may
also demonstrate that the directors of Our Timbers Ltd are mindful of the need for careful planning in the consumption
of natural resources. This concern with the need to protect the environment will enhance the reputation of Our Timbers
Ltd as an environmentally-conscious organisation which in turn may translate into a source of competitive advantage
since contemporary thought is very much focused on the environmental responsibilities of organisations with particular
regard to the use of natural resources such as timber.

正确答案：
(c) The external reporting requirements (from the Sarbanes-Oxley section 404) being ‘too ambitious’ for small and medium
companies
There are several arguments to support Professor Leroi’s remark.
Fewer spare resources to carry out internal control. SMEs tend to operate with lower levels of spare resource than larger
businesses and conducting internal reviews would be more of a challenge for them.
The extra attestation fee (over and above normal audit fee) for the attestation of the internal control report could be a constraint
for many SMEs.
Lack of expertise from within existing employees (to internally audit/police as well as carry out internal activities) would be a
likely constraint.
SMEs will have fewer activities and less complexity, hence less need for shareholders to require the information (less to go
wrong).