ACCA2019-2020MA（F2）考试大纲，速看！

正确答案：
(b) Rate of tax on profits of non-UK resident investee companies
Undistributed profits
The companies will be subject to tax in the countries in which they are resident; this is because of their residency status or
because they have a permanent establishment in that country. Undistributed profits will not be taxed in the UK.
The rate of tax on undistributed profits will therefore be the rate of tax in the country of residency of the respective companies.
Distributed profits with double tax treaty
The dividends received by Acrux Ltd from each of the overseas companies will be grossed up in respect of underlying tax (the
overseas corporation tax paid on the distributed profits) because Acrux Ltd will own at least 10% of the overseas companies.
The gross amount will then be included in Acrux Ltd’s profits chargeable to corporation tax.
The treaty will provide double tax relief in the UK for the overseas tax suffered in respect of each dividend up to a maximum
of the UK tax on the grossed up overseas dividend. As a result of the double tax relief, the overall rate of tax suffered will be
the higher of the UK rate paid by Acrux Ltd and the overseas tax rate borne by the overseas company.
Where the rate of overseas tax in respect of a particular dividend exceeds the rate of corporation tax in the UK, excess foreign
tax will arise. This can be relieved, via onshore pooling, against the UK tax due on those dividends where the rate of tax in
the UK exceeds the rate overseas. This will reduce the overall rate of tax suffered on the total overseas profits of the overseas
companies as a whole.
Distributed profits with no double tax treaty
Where there is no double tax treaty, unilateral double tax relief will be available in the UK. This relief will operate in the same
way as double tax relief under a double tax treaty such that the overall rate of tax on each dividend will be the higher of the
UK rate paid by Acrux Ltd and the overseas rate borne by the overseas company. Relief via onshore pooling will also be
available.

正确答案：
(a) Defining and explaining agency
Agency is defined in relation to a principal. A principal appoints an agent to act on his or her behalf. In the case of corporate
governance, the principal is a shareholder in a joint stock company and the agents (that have an agency relationship with
principals) are the directors. The directors remain accountable to the principals for the stewardship of their investment in the
company. In the case of Rosh, 60% of the shares are owned by shareholders external to the Rosh family and the board has
agency responsibility to those shareholders.
Criticisms of Rosh’s CG arrangements
The corporate governance arrangements at Rosh and Company are far from ideal. Five points can be made based on the
evidence in the case.
There are several issues associated with the non-executive directors (NEDs) at Rosh. It is doubtful whether two NEDs are
enough to bring sufficient scrutiny to the executive board. Some corporate governance codes require half of the board of larger
companies to be non-executive and Rosh would clearly be in breach of such a requirement. Perhaps of equal concern, there
is significant doubt over the independence of the current NEDs as they were recruited from retired executive members of the
board and presumably have relationships with existing executives going back many years. Some corporate governance codes
(such as the UK Combined Code) specify that NEDs should not have worked for the company within the last five years. Again,
Rosh would be in breach of this provision.
Succession planning for senior positions in the company seems to be based on Rosh family membership rather than any
meritocratic approach to appointments (there doesn’t appear to be a nominations committee). Whilst this may have been
acceptable before the flotation when the Rosh family owned all of the shares, the flotation introduced an important need for
external scrutiny of this arrangement. The lack of NED independence makes this difficult.
There is a poor (very narrow) diversity of backgrounds among board members. Whilst diversity can bring increased conflict,
it is generally assumed that it can also stimulate discussion and debate that is often helpful.
There is a somewhat entrenched executive board and Mary is the first new appointment to the board in many years (and is
the first woman). Whilst experience is very important on a board, the appointment of new members, in addition to seeding
the board with talent for the future, can also bring fresh ideas and helpful scrutiny of existing policies.
There is no discussion of strategy and there is evidence of a lack of preparation of strategic notes to the board. The assumption
seems to be that the ‘best’ option is obvious and so there is no need for discussion and debate. Procedures for preparing
briefing notes on strategy for board meetings appear to be absent. Most corporate governance codes place the discussion and
setting of strategy as a high priority for boards and Rosh would be in breach of such a provision.
There is no evidence of training for Mary to facilitate her introduction into the organisation and its systems. Thorough training
of new members and ongoing professional development of existing members is an important component of good governance.

正确答案：
(b) In many ways Lawson Engineering and its performance explains why Kaplan and Norton developed the balanced scorecard
to overcome the reliance on traditional, and they would argue flawed, financial measures of performance such as return on
capital employed (ROCE). Lawson Engineering as a privately owned company does not have the same pressure to maximise
shareholder wealth, which is the overarching long-term goal of publicly quoted companies. The intangible resources discussed
above – both internal and external – reflect the success of the company in meeting the expectations of the other key
stakeholders in the business, namely customers, employees and suppliers. In terms of the other measures of performance
used in the balanced scorecard the customer perspective seems to be very much a positive area of performance. Lawson
Engineering has developed a clear niche strategy based on the excellence of its products. Market share as a measure of
customer satisfaction is not too relevant as the company has chosen to develop its own markets and is not looking for large
volumes and a dominant market share. The growth of the company suggests that it is both retaining its existing customer
base and acquiring new ones. Clearly there need to be measures in place to show where its growth is coming from. Customer
acquisition is usually an expensive but necessary activity and cutomer retention a more positive route to profitability. Today
there is increasing emphasis on customer relationship management (CRM) and measures to show the share of a particular
customer’s business the company has, rather than the overall market share the company has achieved. Michael Porter has
drawn attention to the fact that having the biggest market share is not necessarily associated with being the most profitable
company in that market. Customer acquisition and retention are both useful indicators of customer satisfaction which many
companies have problems in measuring. Finally, knowing which customers are profitable ones is a key requirement.
Surprisingly there is a lot of evidence to suggest that many companies are unsure which of their products and which
customers actually contribute to their profits.
The third measure in the balanced scorecard is an internal one – the effectiveness or otherwise of the firm’s internal processes.
In turn there are three areas where performance should be measured – innovation, operational processes and after sales
service (where appropriate). Innovation itself is a result of effective internal processes and Lawson Engineering through its
patents and awards has tangible evidence of its success. Many firms are measuring the contribution of products introduced
in the last three or four years – 3M, a global manufacturer of consumer and industrial products looks to achieve 30% of its
sales from products that are less than four years old. Equally important in a company such as Lawson Engineering is the time
taken to develop and get new products to their customers. The strategy of being ‘first to market’ can be a very effective
competitive strategy.
Equally important for the customers are the operational processes that produce and deliver the inputs from their suppliers.
The introduction of JIT and the use of technology to shorten and simplify the links between supplier and customer are ways
of shortening lead times and increasing customer satisfaction. Lawson Engineering has looked to innovate its processes as
well as its products and can look to develop measures of key areas of operational performance. Finally it is worth stressing
that financial performance, customer satisfaction and effective internal processes are all dependent on the people who make
things happen in the firm. Employees and the way they learn and grow in their jobs will determine whether or not the firm
succeeds. Again there is evidence to suggest that Lawson Engineering’s employees are being trained and developed and as
a consequence are well motivated.
The balanced scorecard has been criticised on a number of accounts. Firstly, such a comprehensive set of performance
measures will take considerable time and commitment on the part of senior management to develop. There is a need to avoid
over-complexity and assess the costs and benefits of the process. Secondly, there is the question of whether all the key
stakeholders have shared goals and expectations and whether the measures are focused on short-, medium- or long-term
performance. Thirdly, its focus on internal and external processes may not come easily to firms that have organised themselves
on traditional lines. Most organisations have retained departments within which functional specialists are located, e.g.
production, marketing etc. Changing the way performance is measured may need a radical change in culture and meetsignificant resistance.