本文为你解疑答惑！ACCA和CPA的区别，二者究竟哪个好

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：
(iii) Importance of confidentiality in the financing of the project and the normal duty of transparency.
I have been asked to include a statement in my remarks on the balance between our duty to be transparent whenever
possible and the need for discretion and confidentiality in some situations. In the case of our initial working capital needs
for the Giant Dam Project, the importance of confidentiality in financing is due to the potential for adverse publicity that
may arise for the lender. It is important that R&M have the project adequately financed, especially in the early stages
before the interim payments from the client become fully effective.
In general, of course, we at R&M attempt to observe the highest standards of corporate governance and this involves
adopting a default position of transparency rather than concealment wherever possible. We recognise that transparency
is important to underpin investor confidence and to provide investors with the information they need to make fund
allocation decisions.
Whilst it is normal to disclose the amount of debt we carry at any given point (on the balance sheet), it is rarely normal
practice to disclose the exact sources of those loans. In the case of the financing of initial working capital for the Giant
Dam Project, I’m sure you will realise that in this unique situation, disclosure of the lender’s identity could threaten the
progress of the project. For this reason we must resist any attempts to release this into the public domain. We are aware
of one pressure group that is actively seeking to discover this information in order to disrupt the project’s progress and
we shall be taking all internal measures necessary to ensure they do not obtain the information.
Thank you for listening.

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