ACCA考试打分规则曝光，考过原来很简单！

正确答案：
(a) The purpose of the Management Commentary (MC) is to present a balanced and comprehensive analysis of the development
position and performance of the entity in the year. Additionally, it deals with the main trends and factors behind the
development, position and performance of the entity during the financial year and those factors which are likely to affect the
entity in the future. The MC should enable users to assess the strategies adopted by the entity and the potential success of
those strategies. The key principles are as follows:
– The MC should be seen through the eyes of the directors and should focus on those matters relevant to the members of
the company.
– The review should look forward, identifying trends and factors relevant to the assessment of the current and future
performance of the entity.
– The MC should supplement and complement the financial statements so as to improve disclosure by providing additional
financial and non-financial information.
– The review should be comprehensive, understandable, reliable, relevant and represent faithfully the underlying strategies
and trends.
– Both good and bad aspects of the position of the entity should be discussed in a balanced and neutral way.
– The MC should be comparable over time, and the information should be supportable and consistent with the financial
statements to which it relates.
The increase in transparency and accountability improves the links between strategy, performance and risk, and the
evaluation of directors, and how they are paid.
A mandatory MC would make it easier for companies to judge the content of the reports and the necessary standard of
reporting, and would mean that the reports may be more robust and comparable. If the MC is not mandatory then this could
lead to uncertainty, risks of non compliance and possible mis-information being shown in the review. Directors may adopt a
policy of stating the minimum amount of disclosure which will frustrate the significant benefits to be gained from using
financial reporting as a strategic communication tool. ‘Necessity to report’ decisions will become subjective with possible legal
outcomes. The minimalist approach may also prove problematic if directors’ insurers reject claims because of ‘non-disclosure’
of information. Senior executives and the company board will play a more prominent role in deciding upon matters of MC
content than will be the case with mandatory reporting practice. Influential factors driving MC disclosure practice may become
the following rather than the broader issues:
(1) those expected to have short-term financial impact,
(2) whether shareholder decisions may be influenced,
(3) issues of risk management.
However, it can be argued that a mandatory MC could produce stereo-typed reports which would be based on a checklist
approach. Thus innovation in corporate reporting would be stifled. The power of market forces could be enough to ensure
that entities produce relevant and reliable information. Every company is different as are their challenges and risks and in anon-mandatory environment, companies could produce individual MCs to reflect those challenges and risks.

正确答案：
6 DEVELOPMENTS
General comments
Tutorial note: The following comments, that could be made in respect of any of the three areas of development, will be given
credit only once.
■ Audit scope – the scope of a statutory audit should be as necessary to form. an audit opinion (i.e. unlimited).
■ Audit work undertaken – the nature, timing and extent of audit procedures should be as necessary to implement the overall
audit plan.
(a) Fair value accounting
■ Different definitions of fair value exist (among financial reporting frameworks or for different assets and liabilities within
a particular framework). For example, under IFRS it is ‘the amount for which an asset could be exchanged (or a liability
settled) between knowledgeable, willing parties in an arm’s length transaction’.
■ The term ‘fair value accounting’ is used to describe the measurement and disclosure of assets and/or liabilities at fair
value and the charging to profit and loss (or directly to equity) of any changes in fair value measurements.
■ Fair value accounting concerns measurements and disclosures but not initial recognition of assets and liabilities in
financial statements. It does not then, for example, affect the nature, timing and extent of audit procedures to confirm
the existence and completeness of rights and obligations.
■ Fair value may be determined with varying degrees of subjectivity. For example, there will be little (if any) subjectivity
for assets bought and sold in active and open markets that readily provide reliable information on the prices at which
exchange transactions occur. However, the valuation of assets with unique characteristics (or entity-specific assets) often
requires the projection and discounting of future cash flows.
■ The audit of estimates of fair values based on valuation models/techniques can be approached like other accounting
estimates (in accordance with ISA 540 ‘Audit of Accounting Estimates’). However, although the auditor should be able
to review and test the process used by management to develop the estimate, there may be:
? a much greater need for an independent estimate (and hence greater reliance on the work of experts in accordance
with ISA 620);
? no suitable subsequent events to confirm the estimate made (e.g. for assets that are held for use and not for
trading).
Tutorial note: Consider, for example, how the audit of ‘in-process research and development’ might compare with that
for an allowance for slow-moving inventory.
■ Different financial reporting frameworks require or permit a variety of fair value measures and disclosures in financial
statements. They also vary in the level of guidance provided (to preparers of the financial statements – and hence their
auditors). Under IFRS, certain fair values are based on management intent and ‘reasonable supportable assumptions’.
■ The audit of management intent potentially increases the auditor’s reliance on management representations. The auditor
must obtain such representations from the highest level of management and exercise an appropriate degree of
professional scepticism, being particularly alert to the implications of any conflicting evidence.
■ A significant development in international financial reporting is that it is no longer sufficient to report transactions and
past and future events that may only be possible. IAS 1 ‘Presentation of Financial Statements’ (Revised) requires that
key assumptions (and other key sources of estimation uncertainty) be disclosed. This requirement gives rise to yet
another area on which auditors may qualify their audit opinion, on grounds of disagreement, where such disclosure is
incorrect or inadequate.
■ Perhaps one of the most significant impacts of fair value accounting on audit work is that it necessarily increases it.
Consider for example, that even where the fair value of an asset is as easily vouched as original cost, fair value is
determined at least annually whereas historic cost is unchanged (and not re-vouched to original purchase
documentation).

正确答案：

This question requires candidates to consider the law relating to terms in contracts. It specifically requires the candidates to distinguish between terms and mere representations and then to establish the difference between express and implied terms in contracts.
(a) As the parties to a contract will be bound to perform. any promise they have contracted to undertake, it is important to distinguish between such statements that will be considered part of the contract, i.e. terms, and those other pre-contractual statements which are not considered to be part of the contract, i.e. mere representations. The reason for distinguishing between them is that there are different legal remedies available if either statement turns out to be incorrect.
A representation is a statement that induces a contract but does not become a term of the contract. In practice it is sometimes difficult to distinguish between the two, but in attempting to do so the courts will focus on when the statement was made in relation to the eventual contract, the importance of the statement in relation to the contract and whether or not the party making the statement had specialist knowledge on which the other party relied (Oscar Chess v Williams (1957) and Dick
Bentley v Arnold Smith Motors (1965)).
(b) Express terms are statements actually made by one of the parties with the intention that they become part of the contract and
thus binding and enforceable through court action if necessary. It is this intention that distinguishes the contractual term from
the mere representation, which, although it may induce the contractual agreement, does not become a term of the contract.
Failure to comply with the former gives rise to an action for breach of contract, whilst failure to comply with the latter only gives rise to an action for misrepresentation.

Such express statements may be made by word of mouth or in writing as long as they are sufficiently clear for them to be enforceable. Thus in Scammel v Ouston (1941) Ouston had ordered a van from the claimant on the understanding that the balance of the purchase price was to be paid ‘on hire purchase terms over two years’. When Scammel failed to deliver the van Ouston sued for breach of contract without success, the court holding that the supposed terms of the contract were too
uncertain to be enforceable. There was no doubt that Ouston wanted the van on hire purchase but his difficulty was that
Scammel operated a range of hire purchase terms and the precise conditions of his proposed hire purchase agreement were
never sufficiently determined.
Implied terms, however, are not actually stated or expressly included in the contract, but are introduced into the contract by implication. In other words the exact meaning and thus the terms of the contract are inferred from its context. Implied terms can be divided into three types.
Terms implied by statute
In this instance a particular piece of legislation states that certain terms have to be taken as constituting part of an agreement, even where the contractual agreement between the parties is itself silent as to that particular provision. For example, under s.5 of the Partnership Act 1890, every member of an ordinary partnership has the implied power to bind the partnership in a contract within its usual sphere of business. That particular implied power can be removed or reduced by the partnership agreement and any such removal or reduction of authority would be effective as long as the other party was aware of it. Some implied terms, however, are completely prescriptive and cannot be removed.
Terms implied by custom or usage
An agreement may be subject to terms that are customarily found in such contracts within a particular market, trade or locality. Once again this is the case even where it is not actually specified by the parties. For example, in Hutton v Warren (1836), it was held that customary usage permitted a farm tenant to claim an allowance for seed and labour on quitting his tenancy. It should be noted, however, that custom cannot override the express terms of an agreement (Les Affreteurs Reunnis SA v Walford (1919)).
Terms implied by the courts Generally, it is a matter for the parties concerned to decide the terms of a contract, but on occasion the court will presume that the parties intended to include a term which is not expressly stated. They will do so where it is necessary to give business efficacy to the contract.

Whether a term may be implied can be decided on the basis of the officious bystander test. Imagine two parties, A and B, negotiating a contract, when a third party, C, interrupts to suggest a particular provision. A and B reply that that particular term is understood. In just such a way, the court will decide that a term should be implied into a contract.
In The Moorcock (1889), the appellants, owners of a wharf, contracted with the respondents to permit them to discharge their ship at the wharf. It was apparent to both parties that when the tide was out the ship would rest on the riverbed. When the tide was out, the ship sustained damage by settling on a ridge. It was held that there was an implied warranty in the contract that the place of anchorage should be safe for the ship. As a consequence, the ship owner was entitled to damages for breach of that term.
Alternatively the courts will imply certain terms into unspecific contracts where the parties have not reduced the general agreement into specific details. Thus in contracts of employment the courts have asserted the existence of implied terms to impose duties on both employers and employees, although such implied terms can be overridden by express contractual provision to the contrary.