解答：通过ACCA考试的究竟是些什么样的考生？

正确答案：
(b) Wallace Co
Being the audit manager, Valerie Hobson is clearly in a position to influence the outcome of the audit. She appears to have
entered into a private commercial transaction with her client. IFAC’s Code of Ethics for Professional Accountants does not
prohibit such commercial transactions so long as they are:
– In the normal course of business,
– At arm’s length, and
– The value is not material to either party.
In this case the transaction is in the normal course of business for the client. Rental of storage space is not the main business
of Wallace Co, but it appears that this type of transaction is quite common for the company. However the note on the invoice
indicates that a substantial discount has been offered and accepted, and so the transaction is not at arm’s length. The value
is not material to Wallace Co, but could represent a significant discount to normal commercial terms to the audit manager.
Goods and services can be received from an audit client, but only if the value is clearly insignificant.
A self-interest threat is clearly established. Valerie Hobson is benefiting financially from her position as audit manager. She
may compromise the audit approach – which has recently been planned – and furthermore she may compromise the audit
opinion to keep the client happy. She may also have other audit clients where bias could have occurred.
Action to be taken:
– The ethics partner will need to evaluate whether the value of the transaction and the discount received is ‘clearly
insignificant’.
– Her benefiting from a discount on services provided by Wallace Co, which was not disclosed, could result in disciplinary
action.
– Valerie should be removed from the audit immediately, and a new audit manager assigned to Wallace Co.
– The audit planning for year ended 31 May 2008 should be subject to independent review and amendments made where
necessary.
– The transaction should be disclosed to the audit committee of Wallace Co, or to those charged with governance.
– The ethics partner may wish to consider Valerie’s relationships with other audit clients for any evidence of transactions
or other indicators of potential bias.

正确答案：
(ii) Environmental and sustainability implications of the Giant Dam Project
In our preparation for the bid to act as principal contractor for the Giant Dam Project, we established that there were
two prominent negative implications of the project but these are, in our view, more than offset by two major
environmental positives.
The environmental arguments against the Giant Dam Project both concern the flooding of the valley behind the dam.
Regrettably, it seems that there will be some loss of important habitats. This, in turn, may mean the removal of balanced
environmental conditions for certain animal and plant species. In addition, the flooding of the valley will result in the
loss of productive farmland. This will mean reduced capacity for the host country to grow food and thus support citizens
such as the members of First Nation. From our point of view, as the board of R&M, however, we would remind
shareholders and other observers that the decisions involving the size and positioning of the Giant Dam were taken by
the client, the government. It is R&M’s job, having won the contract as principal contractor, to now carry out the plans,
regardless of our own views.
Happily, however, there are two very powerful environmental arguments in favour of the Giant Dam Project. It will create
a large source of clean energy for economic development that will be sustainable, as it will create no carbon emissions
nor will it consume any non-renewable resources as it does so (compared to, for example, fossil fuels).
At a time when people are becoming very concerned about greenhouse gases produced from conventional power
generation, the Giant Dam Project will contribute to the East Asian country’s internationally agreed carbon reduction
targets. This, in turn, will contribute to the reduction of greenhouse gases in the environment.
It is clear that the construction of the Giant Dam Project is an environmental conundrum with strong arguments on both
sides. The deciding factor may be the opinion that we each have of the desirability of economic growth in the East Asian
country (which the energy from the dam is intended to support). It seems that Stop-the-dam values the preservation of
the original environment more than the economic growth that the energy from the dam would support. The client does
not agree with this assessment and we are happy to be involved with a project that will create such a useful source of
renewable and non-polluting energy.

正确答案：
(d) Many academic studies, together with actual managerial experience, point to the post-acquisition integration phase as being
the key to an acquirer achieving their acquisition objectives. In particular, the creation (or destruction) of shareholder value
rests most heavily on the success of the integration phase, which in turn helps determine whether the acquirer has chosen
the ‘right’ target company and paid the right price for it. One source strongly argues that the capability to manage the
integration of the two organisational sturctures, in particular the conversion of information systems and retention and
motivation of key employees, determines how much value can be extracted from the combined entities. The ability to manage
the integration process will therefore affect the success of the prior phases of the acquisition process – the search for and
screening of potential candidates, the effective carrying out of due diligence, financial evaluation and successful negotiation
of the deal.
Unfortunately, the failure to develop the necessary integration skills dooms many firms to continued failure with their
acquisitions, though some firms are conspicuously successful in developing such a capability and they gain significant
competitive advantage over their less successful competitors and create value for the stakeholders. One explanation for this
conspicuous inability to learn from past acquisition experience, compared with other activities in the value chain, lies with
their infrequency and variety. ‘No acquisition is like another.’ Much of the difficulty however lies in the complex

interrelationship and interdependency between the activities being integrated and a consequent difficulty of knowing what is
causing performance problems. Thus, it is no good communicating all the positives to the customer if there is a failure to
retain and motivate the sales force. To this complexity of integrating different processes is added the problem of developing
appropriate measures of and accurate monitoring of the integration processes. In one study of US bank acquirers, only 40%
had developed specific performance measures for the systems conversion process, despite the critical importance of systems
integration to efficient operation of the combined banks. Key performance indicators need to be set in the areas previously
identified as offering major opportunities for synergies. These synergies will affect both the cost and revenue side of the
business. Real cost reductions are clearly a major reason for the proposed acquisition in view of the competitive environment
faced. Equally relevant are appropriate measures of customer service. Each area will need appropriate key performance
indicators showing priorities and relevant timescales for achievement.
Therefore, there is a critical need to learn from previous experience and the relationship between decisions made, actions
taken and performance outcomes. This knowledge and experience needs to be effectively recorded and shared. It can then
influence the earlier phases of the acquisition referred to above, thus leading to a virtuous circle of better integration and
acquisitions that actually enhance value. In so doing, acquisitions can lead to faster growth and better performance.

正确答案：
(a) The purpose of the Management Commentary (MC) is to present a balanced and comprehensive analysis of the development
position and performance of the entity in the year. Additionally, it deals with the main trends and factors behind the
development, position and performance of the entity during the financial year and those factors which are likely to affect the
entity in the future. The MC should enable users to assess the strategies adopted by the entity and the potential success of
those strategies. The key principles are as follows:
– The MC should be seen through the eyes of the directors and should focus on those matters relevant to the members of
the company.
– The review should look forward, identifying trends and factors relevant to the assessment of the current and future
performance of the entity.
– The MC should supplement and complement the financial statements so as to improve disclosure by providing additional
financial and non-financial information.
– The review should be comprehensive, understandable, reliable, relevant and represent faithfully the underlying strategies
and trends.
– Both good and bad aspects of the position of the entity should be discussed in a balanced and neutral way.
– The MC should be comparable over time, and the information should be supportable and consistent with the financial
statements to which it relates.
The increase in transparency and accountability improves the links between strategy, performance and risk, and the
evaluation of directors, and how they are paid.
A mandatory MC would make it easier for companies to judge the content of the reports and the necessary standard of
reporting, and would mean that the reports may be more robust and comparable. If the MC is not mandatory then this could
lead to uncertainty, risks of non compliance and possible mis-information being shown in the review. Directors may adopt a
policy of stating the minimum amount of disclosure which will frustrate the significant benefits to be gained from using
financial reporting as a strategic communication tool. ‘Necessity to report’ decisions will become subjective with possible legal
outcomes. The minimalist approach may also prove problematic if directors’ insurers reject claims because of ‘non-disclosure’
of information. Senior executives and the company board will play a more prominent role in deciding upon matters of MC
content than will be the case with mandatory reporting practice. Influential factors driving MC disclosure practice may become
the following rather than the broader issues:
(1) those expected to have short-term financial impact,
(2) whether shareholder decisions may be influenced,
(3) issues of risk management.
However, it can be argued that a mandatory MC could produce stereo-typed reports which would be based on a checklist
approach. Thus innovation in corporate reporting would be stifled. The power of market forces could be enough to ensure
that entities produce relevant and reliable information. Every company is different as are their challenges and risks and in anon-mandatory environment, companies could produce individual MCs to reflect those challenges and risks.