好消息来啦！安徽省工薪阶层想要报考2020年ACCA考试的，你需要知道这些

正确答案：
2 PRESCOTT CO
(a) Terms of engagement – matters to be clarified
Tutorial note: This one-off assignment requires a separate letter of engagement. Note that, at this level, a standard list of
contents will earn few, if any, marks. Any ‘ideas list’ must be tailored to generate answer points specific to the due diligence
review of this target company.
■ Objective of the review: for example, to find and report facts relevant to Prescott’s decision whether to acquire Robson.
The terms should confirm whether Prescott’s interest is in acquiring the company (i.e. the share capital) or its trading
assets (say), as this will affect the nature and scope of the review.
Tutorial note: This is implied as Prescott ‘has been seeking to acquire ... to bring building … in-house’.
■ Prescott’s management will be solely responsible for any decision made (e.g. any offer price made to purchase Robson).
■ The nature and scope of the review and any standards/guidelines in accordance with which it will be conducted. That
investigation will consist of enquiry (e.g. of the directors and the quantity surveyor) and analytical procedures (e.g. on
budgeted information and prior period financial statements).
Tutorial note: This is not going to be a review of financial statements. The prior year financial statements have only
recently been audited and financial statements for the year end 30 June 2006 will not be available in time for the
review.
■ The level of assurance will be ‘negative’. That is, that the material subject to review is free of material misstatement. It
should be stated that an audit is not being performed and that an audit opinion will not be expressed.
■ The timeframe. for conducting the investigation (two days next week) and the deadline for reporting the findings.
■ The records, documentation and other information to which access will be unrestricted. This will be the subject of
agreement between Prescott and Robson.
■ A responsibility/liability disclaimer that the engagement cannot be relied upon to disclose errors, illegal acts or other
irregularities (e.g. fraudulent financial reporting or misappropriations of Robson’s assets).
Tutorial note: Third party reliance on the report seems unlikely as Prescott has ‘substantial cash resources’ and may not
need to obtain loan finance.

正确答案：
(b) Separation of the roles of CEO and chairman
Benefits of separation of roles
The separation of the roles of chief executive and chairman was first provided for in the UK by the 1992 Cadbury provisions
although it has been included in all codes since. Most relevant to the case is the terms of the ICGN clause s.11 and OECD
VI (E) both of which provide for the separation of these roles. In the UK it is covered in the combined code section A2.
The separation of roles offers the benefit that it frees up the chief executive to fully concentrate on the management of the
organisation without the necessity to report to shareholders or otherwise become distracted from his or her executive
responsibilities. The arrangement provides a position (that of chairman) that is expected to represent shareholders’ interests
and that is the point of contact into the company for shareholders. Some codes also require the chairman to represent the
interests of other stakeholders such as employees.
Having two people rather than one at the head of a large organisation removes the risks of ‘unfettered powers’ being
concentrated in a single individual and this is an important safeguard for investors concerned with excessive secrecy or
lack of transparency and accountability. The case of Robert Maxwell is a good illustration of a single dominating
executive chairman operating unchallenged and, in so doing, acting illegally. Having the two roles separated reduces
the risk of a conflict of interest in a single person being responsible for company performance whilst also reporting on
that performance to markets. Finally, the chairman provides a conduit for the concerns of non-executive directors who,
in turn, provide an important external representation of external concerns on boards of directors.
Tutorial note: Reference to codes other than the UK is also acceptable. In all cases, detailed (clause number) knowledge
of code provisions is not required.
Accountability and separation of roles
In terms of the separation of roles assisting in the accountability to shareholders, four points can be made.
The chairman scrutinises the chief executive’s management performance on behalf of the shareholders and will be
involved in approving the design of the chief executive’s reward package. It is the responsibility of the chairman to hold
the chief executive to account on shareholders’ behalfs.
Shareholders have an identified person (chairman) to hold accountable for the performance of their investment. Whilst
day-to-day contact will normally be with the investor relations department (or its equivalent) they can ultimately hold
the chairman to account.
The presence of a separate chairman ensures that a system is in place to ensure NEDs have a person to report to outside the
executive structure. This encourages the freedom of expression of NEDs to the chairman and this, in turn, enables issues to
be raised and acted upon when necessary.
The chairman is legally accountable and, in most cases, an experienced person. He/she can be independent and more
dispassionate because he or she is not intimately involved with day-to-day management issues.

正确答案：
4 Appraisal systems are central to human resource management and understanding the difficulties of such schemes and the correct
approach to them is necessary if the appraisal process is to be successful and worthwhile.
(a) The manager conducting the interview might base it on one of three approaches.
The Tell and Sell Method. The manager explains to the employee being appraised how the appraisal assessment is to be undertaken and gains acceptance of the evaluation and improvement plan from the employee. Human resource skills are important with this approach in order for the manager to be able to provide constructive criticism and to motivate the employee.
The Tell and Listen Method. The manager invites the employee to respond to the way that the interview is to be conducted.This approach requires counselling skills and encouragement to allow the employee to participate fully in the interview. A particular feature of this approach is the encouragment of feedback from the employee.
The Problem Solving Method. With this method the manager takes a more helpful approach and concentrates on the work problems of the employee, who is encouraged to think through his or her problems and to provide their own intrinsic motivation.