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正确答案：
(d) Many academic studies, together with actual managerial experience, point to the post-acquisition integration phase as being
the key to an acquirer achieving their acquisition objectives. In particular, the creation (or destruction) of shareholder value
rests most heavily on the success of the integration phase, which in turn helps determine whether the acquirer has chosen
the ‘right’ target company and paid the right price for it. One source strongly argues that the capability to manage the
integration of the two organisational sturctures, in particular the conversion of information systems and retention and
motivation of key employees, determines how much value can be extracted from the combined entities. The ability to manage
the integration process will therefore affect the success of the prior phases of the acquisition process – the search for and
screening of potential candidates, the effective carrying out of due diligence, financial evaluation and successful negotiation
of the deal.
Unfortunately, the failure to develop the necessary integration skills dooms many firms to continued failure with their
acquisitions, though some firms are conspicuously successful in developing such a capability and they gain significant
competitive advantage over their less successful competitors and create value for the stakeholders. One explanation for this
conspicuous inability to learn from past acquisition experience, compared with other activities in the value chain, lies with
their infrequency and variety. ‘No acquisition is like another.’ Much of the difficulty however lies in the complex

interrelationship and interdependency between the activities being integrated and a consequent difficulty of knowing what is
causing performance problems. Thus, it is no good communicating all the positives to the customer if there is a failure to
retain and motivate the sales force. To this complexity of integrating different processes is added the problem of developing
appropriate measures of and accurate monitoring of the integration processes. In one study of US bank acquirers, only 40%
had developed specific performance measures for the systems conversion process, despite the critical importance of systems
integration to efficient operation of the combined banks. Key performance indicators need to be set in the areas previously
identified as offering major opportunities for synergies. These synergies will affect both the cost and revenue side of the
business. Real cost reductions are clearly a major reason for the proposed acquisition in view of the competitive environment
faced. Equally relevant are appropriate measures of customer service. Each area will need appropriate key performance
indicators showing priorities and relevant timescales for achievement.
Therefore, there is a critical need to learn from previous experience and the relationship between decisions made, actions
taken and performance outcomes. This knowledge and experience needs to be effectively recorded and shared. It can then
influence the earlier phases of the acquisition referred to above, thus leading to a virtuous circle of better integration and
acquisitions that actually enhance value. In so doing, acquisitions can lead to faster growth and better performance.

正确答案：
(b) In a market place such as that in which SSH competes, product and service quality assumes critical significance. Quality is
a key determinant of the financial results and the level of competitiveness achieved by SSH. This will always be the case and
therefore quality may be viewed as a strategic necessity if SSH is to prosper in the future. Therefore, the statements of the
manager of Bonlandia operations are myopic at best and unethical at worst! Businesses use software in a variety of different
ways but poor quality software can do serious harm to businesses. Much will depend on the extent to which a business uses
its information for strategic reasons as opposed to meeting operational needs. The more a business uses its information
systems for strategic reasons then the greater the potential damage suffered as a consequence of poor quality software. It is
wrong for the manager of Bonlandia operations to knowingly promote the installation of poor quality business software in
clients’ businesses. The effects can be costly to clients in terms of poor planning, control and decision-making with potential
losses of client goodwill and reputation.

正确答案：
(a) Backflush accounting focuses upon output of an organisation and then works backwards when allocating costs between cost
of goods sold and inventories. It can be argued that backflush accounting simplifies costing since it ignores both labour
variances and work-in-progress. Whilst in a perfect just-in-time environment there would be no work-in-progress at all, there
will in practice be a small amount of work-in-progress in the system at any point in time. This amount, however, is likely to
be negligible in quantity and therefore not significant in terms of value. Thus, a backflush accounting system simplifies the
accounting records by avoiding the need to follow the movement of materials and work-in-progress through the manufacturing
process within the organisation.
The backflush accounting system is likely to involve the maintenance of a raw materials and work-in–progress account
together with a finished goods account. The use of standard costs and variances is likely to be incorporated into the
accounting entries. Transfers from raw materials and work-in-progress account to finished goods (or cost of sales) will probably
be made at standard cost. The difference between the actual inputs and the standard charges from the raw materials and
work-in-progress account will be recorded as a residual variance, which will be recorded in the profit and loss account. Thus,
it is essential that standard costs are a good surrogate for actual costs if large variances are to be avoided. Backflush
accounting is ideally suited to a just-in-time philosophy and is employed where the overall cycle time is relatively short and
inventory levels are low. Naturally, management will still be eager to ascertain the cause of any variances that arise from the
inefficient usage of materials, labour and overhead. However investigations are far more likely to be undertaken using nonfinancial
performance indicators as opposed to detailed cost variances.

正确答案：
(a) Typical roles of a risk management committee
The typical roles of a risk management committee are as follows:
To agree and approve the risk management strategy and policies. The design of risk policy will take into account the
environment, the strategic posture towards risk, the product type and a range of other relevant factors.
Receiving and reviewing risk reports from affected departments. Some departments will file regular reports on key risks (such
as liquidity assessments from the accounting department, legal risks from the company secretariat or product risks from the
sales manager).
Monitoring overall exposure and specific risks. If the risk policy places limits on the total risk exposure for a given risk then
this role ensures that limits are adhered to. In the case of certain strategic risks, monitoring could occur on a very frequent
basis whereas for more operational risks, monitoring will more typically occur to coincide with risk management committee
meetings.
Assessing the effectiveness of risk management systems. This involves getting feedback from departments and the internal
audit function on the workings of current management and risk mitigation systems.
Providing general and explicit guidance to the main board on emerging risks and to report on existing risks. This will involve
preparing reports on apparent risks and assessing their probability of being realised and their potential impact if they do.
To work with the audit committee on designing and monitoring internal controls for the management and mitigation of risks.
If the risk committee is part of the executive structure, it will likely have an advisory role in respect of its input into the audit
committee. If it is non-executive, its input may be more directly influential.
[Tutorial note: other roles may be suggested that, if relevant, will be rewarded]