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正确答案：
(b) Nominations committees
General roles of a nominations committee.
It advises on the balance between executives and independent non-executive directors and establishes the appropriate
number and type of NEDs on the board. The nominations committee is usually made up of NEDs.
It establishes the skills, knowledge and experience possessed by current board and notes any gaps that will need to be filled.
It acts to meet the needs for continuity and succession planning, especially among the most senior members of the board.
It establishes the desirable and optimal size of the board, bearing in mind the current size and complexity of existing and
planned activities and strategies.
It seeks to ensure that the board is balanced in terms of it having board members from a diversity of backgrounds so as to
reflect its main constituencies and ensure a flow of new ideas and the scrutiny of existing strategies.
In the case of Rosh, the needs that a nominations committee could address are:
To recommend how many directors would be needed to run the business and plan for recruitment accordingly. The perceived
similarity of skills and interests of existing directors is also likely to be an issue.
To resolve the issues over numbers of NEDs. It seems likely that the current number is inadequate and would put Rosh in a
position of non-compliance with many of the corporate governance guidelines pertaining to NEDs.
To resolve the issues over the independence of NEDs. The closeness that the NEDs have to existing executive board members
potentially undermines their independence and a nominations committee should be able to identify this as an issue and make
recommendations to rectify it.
To make recommendations over the succession of the chairmanship. It may not be in the interests of Rosh for family members
to always occupy senior positions in the business.

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：
(ii) Several significant financial statement risks are indicated by the press cutting.
Overstatement of property, plant and equipment
Medix Co has constructed a research laboratory which is likely to be impaired at the year end. The local authority has
the power to shut down the facility, and it is clear from the press cutting that this is likely to happen before the year end.
Following IAS 36 Impairment of Assets, the premises should be written down to recoverable amount, and the
impairment loss recognised as an expense. The directors should carry out an impairment review before the year end. If
the premises cannot be used as intended then the recoverable amount (measured using the higher of value in use and
fair value less selling cost) is likely to be less than current carrying value. In this case, assuming the local authority is
successful in shutting down the research laboratory, the recoverable amount is likely to be nil, as the premises have no
value in use, as it will never be used commercially, and has no market value as it is likely to be demolished.
In addition, any tangible assets such as laboratory equipment located at the premises should be tested for impairment
as if the company cannot use the premises then the assets contained within it are likely to have a lower recoverable
amount than carrying value.
Contingency – fines or penalties imposed by local authority
The press cutting indicates that Medix Co has been sued before, and that the local authority may again take legal action
against the company. IAS 37 Provisions, Contingent Liabilities and Contingent Assets states that a provision should be
recognised if the company has a probable obligation at the year end which can be measured reliably. If payment is
deemed only possible at the year end, then disclosure of the contingent liability should be made in a note to the financial
statements.
If the local authority commences legal proceedings against Medix Co before the year end of 30 June 2008, then
management should assess the probability of payment. The financial statement risk is not recognising a provision (and
associated expense within the income statement), or not disclosing a contingency.
Demolition costs
The local authority may require Medix Co to demolish the premises. If this demand is made before the year end, Medix
Co should recognise a provision for demolition costs as an unavoidable legal obligation would have been created. The
financial statement risk is that in this situation, Medix Co fails to recognise a provision and associated expense within
the income statement.
Going concern
The above issues could indicate that the company may not continue in operational existence. The potential lack of
disclosure of these issues represents a financial statement risk.