零基础考生2020年ACCA考试备考建议

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：
(a) To: Mark Howe – Managing Director, Auto Direct
From:
Strategies to manage growth
Successfully convincing others in the firm of the need for, and nature of change is sometimes referred to as internal marketing
and in many ways when substantial change is involved may be just as vital as external marketing aimed at the customer.
Classic strategies for managing include participation, education/communication, power/coercion, manipulation and
negotiation. The preferred strategy, or combination of strategies, will be influenced by leadership style. and where on the
continuum from autocratic through to democratic the management style. rests. Participation in the change process sounds an
ideal strategy but may delay implementation of the change, require high trust levels between management and staff and
encounter resistance to proposed change. Education and communication is often argued to be a strategy used in conjunction
with another strategy. Interestingly, many studies point to communication being the key weakness when change is being
implemented. Clearly there are many choices as to how to educate and communicate and choosing the right strategy for the
right situation is by no means easy. The level of change at Auto Direct may be seen as a quantum change in that it affects
all parts of the organisation and you should be aware of the complex linkages between these parts. Power/coercion may be
needed if the change planned needs to be implemented quickly as in crisis situations, when the survival of the organisation
may be at stake. Such an approach may alienate the staff and have a number of unanticipated and unfortunate
consequences. Manipulation, as its name implies, may have many negative consequences and reflects the power of the
management to implement change. Finally, negotiation is a traditional way of seeking to resolve differences between different
groups, each with its own goals and objectives. Again issues of time, trust and resistance may affect the effectiveness of this
strategy.
Many other change management models are available to help you overcome resistance to change including Lewin’s threestep
change and force field analysis and the Gemini 4Rs framework. The Gemini model aims at the sort of transformation
required by the scope and pace of the proposed growth strategy, where the reframing step communicates the vision, the need
for involvement and measures of successful change and the renewal step aligns the individual’s skills and competences withthe organisation’s needs in order to implement the change strategy.
I trust this overview of strategies for managing change is helpful.

正确答案：
(ii) The forecast situation of Diverse Holdings Plc is not without its problems. KAL and OPL require the immediate attention
of management. The position of KAL is precarious to say the least. There is a choice of strategies for it:
(i) Outsource the manufacture of appliances
(ii) Set up a manufacturing operation overseas
(ii) Withdraw from the market.
Each alternative must be assessed. Whatever decision is taken it is unlikely to affect the other four subsidiaries.
PSL is also independent of the other subsidiaries. A strategic decision to widen its range of products and outlets must
surely help. Hence management should endeavour to find new markets for its products, which are separate and distinct
from those markets served by its appointed distributors.
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In order to improve the prospects of OPL management need to adopt appropriate strategies since at the present time the
company appears to be in a high growth market but is unable to capture a reasonable market share. Perhaps the answer
lies in increased or more effective advertising of the endorsement of the product range by health and safety experts.
Management should endeavour to develop a strategy to integrate further its subsidiaries so that they can benefit from
each other and also derive as much synergy as possible from the acquisition of HTL.
It is of paramount importance that management ensure that sufficient funds are channelled into growing OFL and HTL,
which are both showing a rising trend in profitability. The group has depleted cash reserves which must to some extent
be attributable to the purchase of HTL. It is possible that the divestment of KAL would provide some much needed
funding.