2020年青海省ACCA国际会计师考场规则，可以带计算器！

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(ii) Fair value option
As set out above, the standard permits entities to designate irrevocably on initial recognition any financial asset or liability
as one to be measured at fair value with gains and losses recognised in profit or loss. The fair value option was generally
introduced to reduce profit or loss volatility as it can be used to measure an economically matched position in the same
way (at fair value). Additionally it can be used in place of IAS 39’s requirement to separate embedded derivatives as
the entire contract is measured at fair value with changes reported in profit or loss.
Although the fair value option can be of use, it can be used in an inappropriate manner thus defeating its original
purpose. For example, companies might apply the option to instruments whose fair value is difficult to estimate so as
to smooth profit or loss as valuation of these instruments might be subjective. Also the use of this option might increase
rather than decrease volatility in profit or loss where, for example, a company applies the option to only one part of a
‘matched’ position. Finally, if a company applied the option to financial liabilities, it might result in the company
recognising gains or losses for changes in its own credit worthiness.
The IASB has issued an exposure draft amending IAS 39 in this area restricting the financial assets and liabilities to
which the fair value option can be applied.
I hope that the above information is useful.

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(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.

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(c) Non-consolidated entities under common control
■ Horizontal groups of entities under common control were a significant feature of the Enron and Parmalat business
empires.
■ Such business empires increase audit risk as fraud is often disguised through labyrinthine group structures. Hence
auditors need to understand and confirm the economic purpose of entities within business empires (as well as special
purpose entities (SPEs) and non-trading entities).
■ Horizontal groups fall outside the requirement for the preparation of group accounts. It is not only finance that is offbalance
sheet when controlled entities are excluded from consolidated financial statements.
■ In the absence of consolidated financial statements, users of accounts of entities in horizontal groups have to rely on the
disclosure of related party transactions and control relationships for information about transactions and arrangements
with other group entities. Difficulties faced by auditors include:
? failing to detect related party transactions and control relationships;
? not understanding the substance of transactions with entities under common control;
? excessively creative tax planning;
? the implications of transfer pricing (e.g. failure to recognise profits unrealised at the business empire level);
? a lack of access to relevant confidential information held by others;
? relying on representations made in good faith by those whom the auditors believe manage the company when
control rests elsewhere.
■ Audit work is inevitably increased if an auditor is put upon inquiry to investigate dubious transactions and arrangements.
However, the complexity of business empires across multiple jurisdictions with different auditors may deter auditors from
liaising with other auditors (especially where legal or professional confidentiality considerations prevent this).