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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：C

正确答案：
(b) Criticisms
The audit committee is chaired by an executive director. One of the most important roles of an audit committee is to review
and monitor internal controls. An executive director is not an independent person and so having Mr Chester as chairman
undermines the purpose of the committee as far as its role in governance is concerned.
Mr Chester, the audit committee chairman, considers only financial controls to be important and undermines the purpose of
the committee as far as its role in governance is concerned. There is no recognition of other risks and there is a belief that
management accounting can provide all necessary information. This viewpoint fails to recognise the importance of other
control mechanisms such as technical and operational controls.
Mr Hardanger’s performance was trusted without supporting evidence because of his reputation as a good manager. An audit
committee must be blind to reputation and treat all parts of the business equally. All functions can be subject to monitor and
review without ‘fear or favour’ and the complexity of the production facility makes it an obvious subject of frequent attention.
The audit committee does not enjoy the full support of the non-executive chairman, Mr Allejandra. On the contrary in fact,
he is sceptical about its value. In most situations, the audit committee reports to the chairman and so it is very important
that the chairman protects the audit committee from criticism from executive colleagues, which is unlikely given the situation
at Gluck and Goodman.
There is no internal auditor to report to the committee and hence no flow of information upon which to make control decisions.
Internal auditors are the operational ‘arms’ of an audit committee and without them, the audit committee will have little or no
relevant data upon which to monitor and review control systems in the company.
The ineffectiveness of the internal audit could increase the cost of the external audit. If external auditors view internal controls
as weak they would be likely to require increased attention to audit trails, etc. that would, in turn, increase cost.