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正确答案：
(b) Draft guidance
(i) Gifts and hospitality
Gifts and hospitality may be offered as an inducement i.e. to unduly influence actions or decisions, encourage illegal or
dishonest behaviour or to obtain confidential information. An offer of gifts and/or hospitality from a client ordinarily gives
rise to threats to compliance with the fundamental principles, for example:
■ self-interest threats to objectivity and/or confidentiality may be created if a gift from a client is accepted;
■ intimidation threats to objectivity and/or confidentiality may arise through the possibility of such offers being made
public and damaging the reputation of the professional accountant (or close family member).
The significance of such threats will depend on the nature, value and intent behind the offer. There may be no significant
threat to compliance with the fundamental principles if a reasonable and informed third party would consider gifts and
hospitality to be clearly insignificant. For example, if the offer of gifts or hospitality is made in the normal course of
business without the specific intent to influence decision making or to obtain information.
If evaluated threats are other than clearly insignificant, safeguards should be considered and applied as necessary to
eliminate them or reduce them to an acceptable level.
Offers of gifts and hospitality should not be accepted if the threats cannot be eliminated or reduced to an acceptable
level through the application of safeguards.
As the real or apparent threats to compliance with the fundamental principles do not merely arise from acceptance of
an inducement but, sometimes, merely from the fact of the offer having been made, additional safeguards should be
adopted. For example:
■ immediately informing higher levels of management or those charged with governance that an inducement has
been offered;
■ informing third parties (e.g. a professional body) of the offer (after seeking legal advice);
■ advising immediate or close family members of relevant threats and safeguards where they are potentially in
positions that might result in offers of inducements (e.g. as a result of their employment situation); and
■ informing higher levels of management or those charged with governance where immediate or close family
members are employed by competitors or potential suppliers of that organisation.

正确答案：
(b) Developing a shared culture will be one of the key determinants of whether the anticipated benefits of the acquisition actually
materialise. Due diligence procedures before the merger should have established the key people issues. This will include
reviewing the two management styles and cultures. Clearly these are very different, looking at internal communication pre
and post acquisition, understanding the nature of reward systems in the firm to be acquired, assessing the nature of training
programmes in the firm both before and after the acquisition and attempting to gauge existing employee attitudes towards
Papier Presse and the likely reaction to the acquisition. Reviewing areas where there have been significant staff problems and
consequent negotiations will also be an important clue as to employee attitudes and morale. ‘Hard’ people issues including
pensions, management rewards, health insurance and redundancy terms will need to be realistically assessed and the
implications for both the price paid for the company and subsequent integration fully understood. All too often the compelling
strategic vision for the enlarged company ignores the people costs involved and the time needed to develop shared HR
systems.
Many models on culture and culture management could help to achieve a successful transition. Mintzberg’s cultural or
organisational configuration model, which would facilitate an understanding of the difference in structures and systems, could
be a useful starting point. DPP comes from a divisionalised company where the middle line managers are given considerable
autonomy in achieving agreed levels of performance. Papier Presse, with its dominance by family ownership and
management, could be argued to be entrepreneurial in character, where the owner/managers at the strategic apex of the
company operate a ‘hands-on’ approach and direct control of subordinates. Reconciling these different cultures and structures
will not be an easy task.
Lewin’s 3-step model of change can be used in helping a positive culture emerge from the combining of the two companies.
There is a need to unfreeze the current situation in which employees of both organisations are likely to be reluctant or resistant
to change. There needs to be a clear understanding of who does what in the new organisation – leadership and the role of
the French owners will be a critical factor in successfully changing the culture. Robbins emphasises the need for positive top
management role models in promoting and communicating the need for a change in culture. Policies to affect change on both
the hard and soft factors referred to above need to be in place to move the integration forward. A clear timescale and vision
for change will be a key part of the change process. Finally the systems will need to be in place to re-freeze or rather reinforce
the attitudes and behaviours necessary to achieve success in the merged organisation. Operating across national borderscreates real culture issues to be solved as shown in studies by Hofstede and Bartlett and Ghoshal.

正确答案：
(ii) Ensuring capital treatment
For the capital treatment to apply, a number of conditions need to be satisfied such that the following points need to be
confirmed.
– The business of Acrux Ltd consists wholly or mainly of the carrying on of a trade as opposed to the making of
investments.
– Spica is UK resident and ordinarily resident despite living in both the UK and Solaris.
– The transaction is being carried out for the purpose of the company’s trade and is not part of a scheme intended
to avoid tax. This is likely to be the case as HMRC accept that a management disagreement over the running of
the company has an adverse effect on the running of the business.
In addition, Spica must have owned the shares for at least five years so the transaction must not take place until
1 October 2008.

正确答案：
(a) The management of an organisation need to exercise control at different levels within an organisation. These levels are often
categorised as being strategic, tactical and operational. The information required by management at these levels varies in
nature and content.
Strategic information
Strategic information is required by the management of an organisation in order to enable management to take a longer term
view of the business and assess how the business may perform. during that period. The length of this longer term view will
vary from one organisation to another, being very much dependent upon the nature of the business and the ability of those
responsible for strategic direction to be able to scan the planning horizon. Strategic information tends to be holistic and
summary in nature and would be used by management when, for example, undertaking SWOT analysis. In Moffat Ltd
strategic information might relate to the development of new services such as the provision of a home-based vehicle recovery
service or the provision of twenty-four hour servicing. Other examples would relate to the threats posed by Moffat Ltd’s
competitors or assessing the potential acquisition of a tyre manufacturer in order to enhance customer value via improved
efficiency and lower costs.
Tactical information
Tactical information is required in order to facilitate management planning and control for shorter time periods than strategic
information. Such information relates to the tactics that management adopt in order to achieve a specific course of action. In
Moffat Ltd this might involve the consideration of whether to open an additional outlet in another part of the country or
whether to employ additional supervisors at each outlet in order to improve the quality of service provision to its customers.
Operational information
Operational information relates to a very short time scale and is often used to determine immediate actions by those
responsible for day-to-day management. In Moffat Ltd, the manager at each location within Moffat Ltd would require
information relating to the level of customer sales, the number of vehicles serviced and the number of complaints received
during a week. Operational information might be used within Moffat Ltd in order to determine whether staff are required to
work overtime due to an unanticipated increase in demand, or whether operatives require further training due to excessive
time being spent on servicing certain types of vehicle.