听说ACCA考试挺难，是真的吗？

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：

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：
(d) Chairman’s statement at AGM
Thank you for coming to the annual general meeting of Rowlands & Mendeleev. I would like to make a statement in response
to the concerns that a number of our investors have made in respect to our appointment as the principal contractor for the
prestigious and internationally important Giant Dam Project. We are very pleased and honoured to have won the contract but
as several have observed, this does leave us in a position of having a number of issues and risks to manage.
As a project with obvious environmental implications, the board and I wish to reassure investors that we are aware of these
implications and have taken them into account in our overall assessment of risks associated with the project.
(i) A definition of ‘sustainable development’
One investor asked if we could explain the sustainability issues and I begin with addressing that issue. According to the
well-established Brundtland definition, sustainable development is development that meets the needs of the present
without compromising the ability of future generations to meet their own needs.
This definition has implications for energy, land use, natural resources and waste emissions. In a sustainable
development, all of these should be consumed or produced at the same rate they can be renewed or absorbed so as to
prevent leaving future generations with an unwanted legacy of today’s economic activity. We believe that our involvement
in the Giant Dam Project has implications for environmental sustainability and it is to these matters that I now turn.
Tutorial note: other relevant definitions of sustainability will be equally acceptable.