河北省考生注意：在ACCA考试中提前交卷后果怎么样？不堪设想……

正确答案：
(c) A number of opportunities appear to exist in the downstream supply chain.
As already mentioned above, Perfect Shopper can revisit its contract distribution arrangements. At present, distribution to
neighbourhood shops is in the hands of locally appointed contract distributors. As already suggested, it may be possible to
contract one integrated logistics company to carry out both inbound and outbound logistics, so gaining economies of scale
and opportunities for branding.
One of the problems identified in the independent report was the inflexibility of the ordering and delivering system. The
ordering system appears to be built around a fixed standard delivery made every two weeks, agreed in advance for a three
month period. Variations can be made to this standard order, but only increases – not decreases. Presumably, this
arrangement is required to allow Perfect Shopper to forecast demand over a three month period and to place bulk orders to
reflect these commitments. However, this may cause at least two problems. The first is that participating shops place a
relatively low standard order and rely on variations to fulfil demand. This causes problems for Perfect Shopper. Secondly, any
unpredictable fall in demand during the three month period leads to the shop having storage problems and unsold stock. This
potentially creates problems for the shop owner, who may also begin to question the value of the franchise. Hence Perfect
Shopper might wish to consider a much more flexible system where orders can be made to match demand and deliveries
can be made as required. This would also remove the requirement for a three monthly meeting between the franchisee andthe sales representative from Perfect Shopper. Investments in IT systems will be required to support this, with participating
shops placing orders over the Internet to reflect their requirements. This move towards a more flexible purchasing arrangement
may also make the outsourcing of warehousing and distribution even more appealing.
Perfect Shopper may also wish to investigate whether they can also provide value added services to customers, which not
only simplify the ordering system but also allow the shop managers to better understand their customers and fulfil their
requirements. The supply chain may legitimately include the customer’s customers, particularly for franchisers. This is already
acknowledged because Perfect Shopper produces tailored marketing material aimed at the end-consumer. Point of Sales (PoS)
devices feeding information back to Perfect Shopper would allow sales information to be analysed and fed back to the
shopkeeper as well as allowing automatic replenishment based on purchasing trends. However, this may be culturally difficult
for independent neighbourhood shopkeepers to accept. Furthermore, it would potentially include information outside the
products offered by Perfect Shopper and the implications of this would have to be considered. However, a whole shop sales
analysis might be a useful service to offer existing and potential franchisees.
Customers are increasingly willing to order products over the Internet. It seems unlikely that individual shopkeepers would be
able to establish and maintain their own Internet-based service. It would be useful for Perfect Shopper to explore the potential
of establishing a central website with customers placing orders from local shops. Again there are issues about scope, because
Perfect Shopper does not offer a whole-shop service. However, Michael de Kare-Silver has identified groceries as a product
area that has good potential for Internet purchase. In his electronic shopping potential test any product scoring over 20 hasgood potential. Groceries scored 27.

正确答案：
(b) Related matters
(i) National insurance contributions in 2007/08
The profit for the period ending 31 March 2008 is expected to be ￡1,200 (￡400 x 3).
No class 2 contributions will be due as the profit is less than the small earnings exception limit of ￡4,465.
No class 4 contributions will be due as the profit is less than the lower profits limit of ￡5,035.
Tutorial note
Adam will have paid class 1 contributions in respect of his earnings from Rheims Ltd, thus preserving his entitlement
to state benefits and pension, and therefore there is no disadvantage in claiming the small earnings exemption from
class 2 contributions.
(ii) Purchase and renovation of the theatre
The theatre is a capital purchase that does not qualify for capital allowances as it is a building but not an industrial
building. Accordingly, the cost of purchasing the theatre will not give rise to a tax deduction for the purpose of computing
AS’s taxable trading income.
The tax treatment of the renovation costs may be summarised as follows:
– The costs will be disallowed if the renovations are necessary before the theatre can be used for business purposes.
This is because they will be regarded as further capital costs of acquiring appropriate premises.
– Some of the costs may be allowable if the condition of the theatre is such that it can be used in its present state
and the renovations are more in the nature of cosmetic improvements.
(iii) VAT position
The grant of a right to occupy the theatre in exchange for rent is an exempt supply. Accordingly, as all of AS’s activities
will be regarded as one for VAT purposes, AS will become partially exempt once he begins to rent out the theatre.
AS will be able to recover the input tax that is directly attributable to his standard rated supplies, i.e. those in connection
with the supply of children’s parties. He will also be able to recover a proportion of the input tax on his overheads; the
proportion being that of his total supplies that are standard rated.
The remainder of his input tax will only be recoverable if it is no more than ￡625 per month on average and no more
than 50% of his total input tax.
If AS were to opt to tax the theatre, the right to occupy the theatre in exchange for rent would then be a standard rated
supply. AS could then recover all of his input tax, regardless of the amount attributable to the rent, but would have to
charge VAT on the rent and on any future sale of the building.
The decision as to whether or not to opt to tax the theatre will depend on:
– the amount of input tax at stake; and
– whether or not those who rent the theatre are in a position to recover any VAT charged.

正确答案：
(a) Defining and explaining agency
Agency is defined in relation to a principal. A principal appoints an agent to act on his or her behalf. In the case of corporate
governance, the principal is a shareholder in a joint stock company and the agents (that have an agency relationship with
principals) are the directors. The directors remain accountable to the principals for the stewardship of their investment in the
company. In the case of Rosh, 60% of the shares are owned by shareholders external to the Rosh family and the board has
agency responsibility to those shareholders.
Criticisms of Rosh’s CG arrangements
The corporate governance arrangements at Rosh and Company are far from ideal. Five points can be made based on the
evidence in the case.
There are several issues associated with the non-executive directors (NEDs) at Rosh. It is doubtful whether two NEDs are
enough to bring sufficient scrutiny to the executive board. Some corporate governance codes require half of the board of larger
companies to be non-executive and Rosh would clearly be in breach of such a requirement. Perhaps of equal concern, there
is significant doubt over the independence of the current NEDs as they were recruited from retired executive members of the
board and presumably have relationships with existing executives going back many years. Some corporate governance codes
(such as the UK Combined Code) specify that NEDs should not have worked for the company within the last five years. Again,
Rosh would be in breach of this provision.
Succession planning for senior positions in the company seems to be based on Rosh family membership rather than any
meritocratic approach to appointments (there doesn’t appear to be a nominations committee). Whilst this may have been
acceptable before the flotation when the Rosh family owned all of the shares, the flotation introduced an important need for
external scrutiny of this arrangement. The lack of NED independence makes this difficult.
There is a poor (very narrow) diversity of backgrounds among board members. Whilst diversity can bring increased conflict,
it is generally assumed that it can also stimulate discussion and debate that is often helpful.
There is a somewhat entrenched executive board and Mary is the first new appointment to the board in many years (and is
the first woman). Whilst experience is very important on a board, the appointment of new members, in addition to seeding
the board with talent for the future, can also bring fresh ideas and helpful scrutiny of existing policies.
There is no discussion of strategy and there is evidence of a lack of preparation of strategic notes to the board. The assumption
seems to be that the ‘best’ option is obvious and so there is no need for discussion and debate. Procedures for preparing
briefing notes on strategy for board meetings appear to be absent. Most corporate governance codes place the discussion and
setting of strategy as a high priority for boards and Rosh would be in breach of such a provision.
There is no evidence of training for Mary to facilitate her introduction into the organisation and its systems. Thorough training
of new members and ongoing professional development of existing members is an important component of good governance.