新疆考生：如何利用零散时间学习ACCA？

正确答案：
(c) Fiduciary responsibility
Definition of ‘fiduciary responsibility’
A fiduciary responsibility is a duty of trust and care towards one or more constituencies. It describes direction of accountability
in that one party has a fiduciary duty to another. In terms of the case, the question refers to whose interests the directors of
the football club should act in. Traditionally, the fiduciary duty of directors in public companies is to act in the economic
interests of shareholders who invest in the company but are unable to manage the company directly. The case raises a number
of issues concerning broadening the fiduciary duties of the directors of the football club with regard to the building of the new
stadium, to other stakeholder groups.
The case for extending fiduciary responsibility
Although the primary fiduciary duty of directors in large public companies will be to shareholders, directors in businesses such
as the football club described in the case may have good reason to broaden their views on fiduciary responsibility. This would
involve taking into account, and acting in the interests of, the local wildlife centre, the residents, the school, the local
government authority and the fans. The stakeholders in the case are not in agreement on the outcome for the new stadium
and the club will need to privilege some stakeholders over others, which is a common situation whenever a proposal involving
multiple impacts is considered. The specific arguments for broadening the fiduciary duties in this case include the following:
Such an acceptance of claims made on the football club would clearly demonstrate that the club values the community of
which it considers itself a part.
It would help to maintain and manage its local reputation, which is important in progressing the stadium project.
To broaden the fiduciary responsibility in this case would be to an important part of the risk management strategy, especially
with regard to risks that could arise from the actions of local stakeholders.
It could be argued that there is a moral case for all organisations to include other stakeholders’ claims in their strategies as it
enfranchises and captures the views of those affected by an organisation’s policies and actions.

正确答案：
(c) The Shirtmaster Group has decided to structure itself using two divisions who are dealing with very different markets,
customers and buying behaviours. In so doing the intention is to provide more value to the customer through a better
understanding of their needs. The existence of the two divisions also reflects the origins of the two family businesses.
Mintzberg in his work on organisation design and structure sees divisional configurations as being appropriate in relatively
simple and static environments where significant strategic power is delegated from the ‘strategic apex’ to the ‘middle line‘
general managers with responsibility for the performance of the division. Indeed one of the benefits cited for divisionalised
companies is their ability to provide a good training ground in strategic decision making for general managers who can then
progress to senior positions at company headquarters. Tony Masters’s reluctance to delegate real strategic decision making
power to the senior managers in the Shirtmaster division may be preventing those managers developing key managerial skills.
Using the Boston Box model one could classify the Shirtmaster division as a ‘dog’ with low market share in a market exhibiting
change but little growth. The Corporate Clothing division, by contrast, can be regarded as a ‘problem child’ having a small
share but of a growing market. Porter’s ‘better-off test’ needs to be met – are the two divisions better off being in the same
Group? As it stands there seems little synergy between the two divisions – there seems to be little evidence of the two divisions
sharing resources or transferring skills or learning between the two divisions. Their two value chains and systems are both
separate and different though on the face of it there are many activities that are similar. Operating independently may
encourage healthy competition between the two divisions and consequently better performance through better motivated staff.
Specialised competences such as Corporate Clothing division’s on-line response to customer orders and design changes are
more easily developed within a divisionalised structure. Performance can be clearly identified and controlled and resources
channelled to those areas showing potential. However, this may be at the expense of costly duplication of resources and an
inability to get the necessary scale to compete in either of their separate markets. Certainly, the lack of co-operation betweenthe divisions in areas such as information systems may lead to higher costs and poorer performance.

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.