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正确答案：
(b) International Standards on Auditing (ISAs)
The groundwork for an international set of auditing standards began in 1969 with a number of reports published by the
Accountants International Study Group that compared the situation in Canada, the UK, and US. The establishment of the
International Accounting Standards Committee (IASC), in 1973, generated calls for a similar body to be set up for auditing.
In the late 1970s the Council of International Federation of Accountants (IFAC) created the International Auditing Practices
Committee (IAPC) as a standing committee of the IFAC Council. (Subsequently the IFAC Board.)
Tutorial note: The IFAC Council was renamed the IFAC Board in May 2000.
The first ISA was issued in 1991. The codified core set released in 1994, which has remained the series to the present day,
has been increasingly accepted by national standard setters and auditors involved in global reporting and cross-border
financing transactions.
In July 2001, IFAC sought comment on the role of IASC3 and the future of ISAs. As a result of the review, in 2002, the IAPC
was renamed the International Auditing and Assurance Standards Board (IAASB). IAASB has made available, on its website,
the full text of ISAs since 2003.
Further, the growth of non-audit assurance services has led to the development of a new framework (‘The International
Framework for Assurance Engagements’) effective for assurance reports issued on or after 1 January 2005.
The hope that the take up of ISAs should follow the lead set by International Accounting Standards (IASs), following their
endorsement by IOSCO (the International Organization of Securities Commissions), has been expressed by many professional
bodies including ACCA and FEE (the Fédération des Experts Comptables Européens). FEE has been leading the debate on
the future of ISAs in Europe since 2001.
ISAs provide for the international harmonisation of national standards and the adoption of a global framework approach. As
a member of CCAB (the Consultative Committee of Accountancy Bodies) ACCA is committed to consulting its members on
the adoption of ISAs in the UK, and working with FEE, the European Commission (EC) and others.
In response to the move in the profession, away from the ‘traditional audit risk’ model, to a business risk model, IAASB issued
ISA 315 ‘Understanding the Entity and Its Environment and Assessing the Risks of Material Misstatement,’ ISA 330 ‘The
Auditor’s Procedures in Response to Assessed Risks’ and ISA 500 (Revised) ‘Audit Evidence’. These standards (and
conforming amendments) are effective for audits of financial statements for periods beginning on or after 15 December 2004.
That is, they will be applicable to financial statements for periods beginning on or after 1 January 2005 that in the European
Economic Area (EEA) and elsewhere will be adopting International Financial Reporting Standards (IFRSs) for the first time.
The adoption of ISAs has been welcomed by professional bodies as providing a robust approach to risk, fraud and quality
control that is particularly important in the light of recent events (Enron/Worldcom/Parmalat). For example, ISA 315 provides
additional guidance on the assessment of risks of material misstatement at the financial statement level and at the assertion
level.
Tutorial note: Recent developments could validly be illustrated with reference to other standards. For example, ISA 240
(Revised) ‘The Auditor’s Responsibility to Consider Fraud in an Audit of Financial Statements’ that became effective from
1 January 2005 has raised auditor awareness of earnings management and the greater need for professional skepticism.
ISA 700 (Revised) ‘The Independent Auditor’s Report on a Complete Set of General Purpose Financial Statements’ is effective
for audits of financial statements for periods beginning on or after 15 December 2005. This proposed significant changes to
the auditor’s report to help promote consistency in reporting practices worldwide.
The International Organization of Securities Commissions (IOSCO) is in discussion with IAASB about the possible
endorsement of ISAs (similar to its endorsement of IASs).
Practicing professionals must keep themselves up to date on auditing standards if they are to provide quality audits. Failure
to do so could result in negligence claims and/or disciplinary action (e.g. by ACCA’s disciplinary committee). A survey by FEE
has demonstrated that the European accountancy bodies broadly comply with ISAs. However, an earlier survey4 of IFAC
member bodies showed that 14% had some significant differences (usually relating to reporting). IFAC needs to require its
member bodies to act rather than merely encourage implementation. A set of global ethical requirements will help improve
the implementation of ISAs as well as reduce the expectation gap in performing audits of financial statements.

正确答案：
(b) Rate of tax on profits of non-UK resident investee companies
Undistributed profits
The companies will be subject to tax in the countries in which they are resident; this is because of their residency status or
because they have a permanent establishment in that country. Undistributed profits will not be taxed in the UK.
The rate of tax on undistributed profits will therefore be the rate of tax in the country of residency of the respective companies.
Distributed profits with double tax treaty
The dividends received by Acrux Ltd from each of the overseas companies will be grossed up in respect of underlying tax (the
overseas corporation tax paid on the distributed profits) because Acrux Ltd will own at least 10% of the overseas companies.
The gross amount will then be included in Acrux Ltd’s profits chargeable to corporation tax.
The treaty will provide double tax relief in the UK for the overseas tax suffered in respect of each dividend up to a maximum
of the UK tax on the grossed up overseas dividend. As a result of the double tax relief, the overall rate of tax suffered will be
the higher of the UK rate paid by Acrux Ltd and the overseas tax rate borne by the overseas company.
Where the rate of overseas tax in respect of a particular dividend exceeds the rate of corporation tax in the UK, excess foreign
tax will arise. This can be relieved, via onshore pooling, against the UK tax due on those dividends where the rate of tax in
the UK exceeds the rate overseas. This will reduce the overall rate of tax suffered on the total overseas profits of the overseas
companies as a whole.
Distributed profits with no double tax treaty
Where there is no double tax treaty, unilateral double tax relief will be available in the UK. This relief will operate in the same
way as double tax relief under a double tax treaty such that the overall rate of tax on each dividend will be the higher of the
UK rate paid by Acrux Ltd and the overseas rate borne by the overseas company. Relief via onshore pooling will also be
available.

正确答案：
(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.