2020年ACCA考试《财务会计》备考考点(3)

发布时间:2020-10-18


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THE CONTROL ENVIRONMENT OF A COMPANY (三)

Three Participation by those charged with governance

The directors of a limited liability/limited company are charged with the company’s governance. As such, they are responsible for overseeing the strategic direction of the company and its obligations related to its accountability – for example, to governments, shareholders and to society in general. In particular, in most jurisdictions the company’s directors are responsible for the preparation of its financial statements. Given the influence that the actions of directors have on a company’s internal control, the extent of their day-to-day active involvement in the company’s operations has a pervasive effect on the internal control of the company.

The extent to which directors do get involved will, to some extent, depend on legislation or codes of practice setting out guidance for best practice in given jurisdictions. For example, the UK Corporate Governance Code (with which companies listed on the London Stock Exchange should comply) sets out standards of good practice, including those pertaining to board leadership and effectiveness. Notwithstanding legislation and codes of practice, the extent of each director’s participation is largely influenced by the nature of their professional discipline and their individual perspective about how they should carry out their respective roles.

Some may see themselves as micromanagers, while others will trust subordinates to carry out defined duties with minimal interference. Frequently, directors will be very experienced and adopt an arms-length approach to getting involved in operational tasks. However, they may insist on monitoring activity by way of receipt of formal narrative reports. Other directors may adopt a more casual (but equally thorough!) ‘Working alongside subordinates’ approach as a method of monitoring activities.

All of the variables mentioned above with regard to director involvement, should be important considerations of an auditor as part of the process of ascertaining the extent of internal control in the company and in assessing its effectiveness.

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(c) Prepare briefing notes, to be used by an audit partner in your firm, assessing the professional, ethical and

other issues to be considered in deciding whether to proceed with the appointment as auditor of Medix Co.

Note: requirement (c) includes 2 professional marks. (12 marks)

正确答案:
(c) Briefing notes
To: Audit partner
From: Audit manager
Subject: Issues to consider regarding appointment as auditor of Medix Co
Introduction
Medix Co has recently invited our firm to become appointed as auditor. These briefing notes summarise the main issues we
should consider in deciding whether to take the appointment a stage further. My comments are based on a discussion held
with Ricardo Feller, finance director of Medix Co, a discussion with the current audit partner, and information provided in the
local newspaper.
Legal actions and investigations
There are several indications that Medix Co has a history of non compliance with law and regulations. The former finance
director is claiming unfair dismissal, and in the past the local authority has successfully taken legal action against the
company and has a current case pending. In addition, there have been two tax investigations in recent years hinting at noncompliance
with relevant tax regulations.
There are two problems for us in taking on a client with a propensity for legal actions and investigations. Firstly, the reputation
of the company must be considered. If we become associated with the company through being appointed as auditor, we could
be ‘tarred with the same brush’ and our own reputation also tarnished.
Secondly, we could become quickly exposed to an advocacy independence threat, which clearly should be avoided. Our
ethical status should not be compromised for the sake of gaining a new audit client. Mick Evans only ‘believes’ that the tax
matter has been resolved by the directors, and we should avoid taking on a new client which is involved in an on-going
investigation.
Public interest
The problems noted above are compounded by the bad publicity which the company is currently receiving. The local press
contained a recent article discussing Medix Co’s past and current breach of planning regulations. Given the current level of
public interest in environmental issues, and emphasis on corporate responsibility, it would seem that Medix Co has a poor
public perception, which we would not want to be associated with.
Potential liability to lender
The company is currently negotiating a significant bank loan, and the lender will be using the audited financial statements to
make a decision on whether to advance a loan, and the terms of any finance that might be advanced to Medix Co. This means
that our audit opinion for the forthcoming year end will be scrutinised by the lender, and our firm is exposed to a relatively
high risk of liability to a third party. Given that this will be our first audit, and the limited time we have available (discussed
below) our firm may feel that the risk of this audit engagement is too high. Should the appointment be accepted, disclaimers
should be put in place to ensure that we could not be sued in the event of the bank suffering a financial loss as a result of
their lending decision.
Timeframe. and resources
It is currently the last month of the financial year. If we are appointed as auditor we need to work quickly to develop a thorough
understanding of the business, and to begin to plan the assignment. We need to consider whether our firm has sufficient
resources to put together an audit team so quickly without detracting from other client work currently being conducted.
To make this matter worse, Mick Evans states that Medix Co likes ‘a quick audit’, and we need to consider how to manage
this expectation, as first year audit procedures such as systems documentation, and developing business understanding tend
to take a long time. We must be careful that the client does not pressure us into a ‘quick audit’, which could compromise
quality.
Medix Co operates in a reasonably specialist and highly regulated industry, so our firm should take care to ensure we have
expertise in this industry.
Potentially aggressive management style
There are several indicators that the management may take a confrontational approach, such as the unfair dismissal claim
brought against the company by the ex-finance director. In addition, the auditors prior to Mick Evans resigned following a
disagreement with management. This history shows that we may find it difficult to establish a good working relationship with
the management. As the company is owner managed the presence of a dominant managing director exacerbates this problem.
Management bias
There is incentive for the financial statements to be manipulated in order to secure bank finance. There is considerable risk
of material misstatement which our firm may consider to be unacceptably high.
Internal systems and controls
The current auditors have found systems and controls to be poor, and management has not acted upon recommendations
made by the auditors. Of course this does not mean that we should not take on the assignment – many companies have
weak controls. However, if we did take on the appointment, we would not be able to rely on controls or use a controls based
approach for the audit. We would need to take a substantive approach to the audit. One practical issue here is availability of
staff to conduct the audit testing, as substantive procedures tend to be more time consuming than if we could have taken a
systems based approach.
Opening balances
In all new audit assignments, work must be conducted to verify the opening balances. Given the possible fraud and poor
controls described above, we would need to perform. detailed testing on the opening balances as there is a high risk of fraud
and/or error in previous accounting periods. We may also wish to consider the competence of the previous auditors, who
appeared to disregard potential fraud indicator (two cash books) and had only one audit client.
Fees
Mick Evans has made it clear that Medix Co’s management likes to keep a tight control on costs, and it may put pressure on
us to charge a low audit fee. We need to bear in mind the risks associated with this engagement, as discussed above, and
only take on this high risk audit if the audit fee is high enough to compensate.
We should also consider the cash flow problems being experienced by the company. As a business we need to ensure that
we only take on clients with a good credit rating, and it seems that Medix Co, operating with an overdraft, may not be able
to pay our invoices.
Indication of fraud or money laundering
Surely the most serious issue to consider is that Jon Tate, the managing director, has kept two cash books. We need further
detail on this, but it clearly could indicate a fraud being perpetrated at the highest level of management. The fact that he has
maintained two cash books could indicate money laundering activites taking place, especially when considered in the context
of an owner-managed business with overseas operations. If this were the ONLY problem discovered it could be deemed
serious enough to bring to an end our appointment process. It would be reckless for our firm to take on a client where the
managing director is a fraudster.
Conclusion
Further information is needed in many areas before a final decision is made. However, from the information we have gathered
so far, it appears that Medix Co would represent a high risk client, and our firm must therefore be very careful to assess each
problem noted above before deciding whether to proceed with the appointment.

(c) State the tax consequences for both Glaikit Limited and Alasdair if he borrows money from the company, as

proposed, on 1 January 2006. (3 marks)

正确答案:
(c) Alasdair is not employed, nor is he a director, of Glaikit Limited. As he holds 25% of the shares in Glaikit Limited, he is a
participator in a close company and therefore the special close company provisions will apply. Thus Alsadair will be taxed
under the ‘loans to participator’ rules.
When the loan is written off, the amount waived will be treated as a gross distribution of £16,667 (£15,000 x 10/9). This
will be assessed in the tax year in which the loan is written off (expected to be 2006/07 or 2007/08). To the extent that this
additional income makes Alasdair a higher rate taxpayer in that year, he will have to pay additional income tax of 32·5% of
the gross amount, less the available 10% tax credit.
From the company’s perspective, Glaikit Limited will have to pay 25% of the net value of any loan made to Alasdair which
has not been repaid to the company (or written off) within nine months of the year end. As the loan will remain outstanding
as at 31 March 2006, Glaikit Limited will have to pay £3,750 (25% x £15,000) to the Revenue by 1 January 2007. This
amount will not be repaid until the loan is repaid or written off. This usually takes place nine months after the year end in
which the loan is written off, so Glaikit Limited should ensure that any write-off occurs prior to 31 March 2007, or else the
repayment may be delayed for up to one year.
As the loan is tax free, the Revenue may also seek to tax Alasdair under the beneficial loan rules. If the Revenue were to seek
an assessment in this manner, the value of the benefit would be calculated and taxed as a deemed distribution. However, as
Alasdair has no connection with the company other than as an investor, it is unlikely that the beneficial loan benefit will lead
to such a deemed distribution.

(b) Compare and contrast Gray, Owen and Adams’s ‘pristine capitalist’ position with the ‘social contractarian’

position. Explain how these positions would affect responses to stakeholder concerns in the new stadium

project. (8 marks)

正确答案:

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