现在才知道，ACCA的含金量居然这么高！

正确答案：

(iii) Internal audit services
A self-review threat may be created when a firm, or network firm, provides internal audit services to a financial statement
audit client. Internal audit services may comprise:
■ an extension of the firm’s audit service beyond requirements of International Standards on Auditing (ISAs);
■ assistance in the performance of a client’s internal audit activities; or
■ outsourcing of the activities.
The nature of the service must be considered in evaluating any threats to independence. (For this purpose, internal audit
services do not include operational internal audit services unrelated to the internal accounting controls, financial systems
or financial statements.)
Services involving an extension of the procedures required to conduct a financial statement audit in accordance with
ISAs would not be considered to impair independence with respect to the audit client provided that the firm’s or network
firm’s personnel do not act or appear to act in a capacity equivalent to a member of audit client management.

When the firm, or a network firm, provides an audit client with assistance in the performance of internal audit activities
or undertakes the outsourcing, any self-review threat created may be reduced to an acceptable level by a clear separation
of:
■ the management and control of the internal audit by client management;
■ the internal audit activities.
Performing a significant portion of an audit client’s internal audit activities may create a self-review threat. Appropriate
safeguards should include the audit client’s acknowledgement of its responsibilities for establishing, maintaining and
monitoring the system of internal controls.
Other safeguards include:
■ the audit client designating a competent employee, preferably within senior management, to be responsible for
internal audit activities;
■ the audit client, audit committee or supervisory body approving the scope, risk and frequency of internal audit
work;
■ the audit client being responsible for evaluating and determining which recommendations of the firm should be
implemented;
■ the audit client evaluating the adequacy of the internal audit procedures performed and the resultant findings by
obtaining and acting on reports from the firm; and
■ appropriate reporting of findings and recommendations resulting from the internal audit activities to the audit
committee or supervisory body.
Consideration should also be given to whether such non-assurance services should be provided only by personnel not
involved in the financial statement audit engagement and with different reporting lines within the firm.

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.

正确答案：
(b) Draft guidance
(i) Gifts and hospitality
Gifts and hospitality may be offered as an inducement i.e. to unduly influence actions or decisions, encourage illegal or
dishonest behaviour or to obtain confidential information. An offer of gifts and/or hospitality from a client ordinarily gives
rise to threats to compliance with the fundamental principles, for example:
■ self-interest threats to objectivity and/or confidentiality may be created if a gift from a client is accepted;
■ intimidation threats to objectivity and/or confidentiality may arise through the possibility of such offers being made
public and damaging the reputation of the professional accountant (or close family member).
The significance of such threats will depend on the nature, value and intent behind the offer. There may be no significant
threat to compliance with the fundamental principles if a reasonable and informed third party would consider gifts and
hospitality to be clearly insignificant. For example, if the offer of gifts or hospitality is made in the normal course of
business without the specific intent to influence decision making or to obtain information.
If evaluated threats are other than clearly insignificant, safeguards should be considered and applied as necessary to
eliminate them or reduce them to an acceptable level.
Offers of gifts and hospitality should not be accepted if the threats cannot be eliminated or reduced to an acceptable
level through the application of safeguards.
As the real or apparent threats to compliance with the fundamental principles do not merely arise from acceptance of
an inducement but, sometimes, merely from the fact of the offer having been made, additional safeguards should be
adopted. For example:
■ immediately informing higher levels of management or those charged with governance that an inducement has
been offered;
■ informing third parties (e.g. a professional body) of the offer (after seeking legal advice);
■ advising immediate or close family members of relevant threats and safeguards where they are potentially in
positions that might result in offers of inducements (e.g. as a result of their employment situation); and
■ informing higher levels of management or those charged with governance where immediate or close family
members are employed by competitors or potential suppliers of that organisation.

正确答案：D

The substance is that there is no ‘free’ finance; its cost, as such, is built into the selling price.