2019年ACCA考试《高级审计与认证业务（专业阶段）》每日一练(2019-03-15)

正确答案：
2 PRESCOTT CO
(a) Terms of engagement – matters to be clarified
Tutorial note: This one-off assignment requires a separate letter of engagement. Note that, at this level, a standard list of
contents will earn few, if any, marks. Any ‘ideas list’ must be tailored to generate answer points specific to the due diligence
review of this target company.
■ Objective of the review: for example, to find and report facts relevant to Prescott’s decision whether to acquire Robson.
The terms should confirm whether Prescott’s interest is in acquiring the company (i.e. the share capital) or its trading
assets (say), as this will affect the nature and scope of the review.
Tutorial note: This is implied as Prescott ‘has been seeking to acquire ... to bring building … in-house’.
■ Prescott’s management will be solely responsible for any decision made (e.g. any offer price made to purchase Robson).
■ The nature and scope of the review and any standards/guidelines in accordance with which it will be conducted. That
investigation will consist of enquiry (e.g. of the directors and the quantity surveyor) and analytical procedures (e.g. on
budgeted information and prior period financial statements).
Tutorial note: This is not going to be a review of financial statements. The prior year financial statements have only
recently been audited and financial statements for the year end 30 June 2006 will not be available in time for the
review.
■ The level of assurance will be ‘negative’. That is, that the material subject to review is free of material misstatement. It
should be stated that an audit is not being performed and that an audit opinion will not be expressed.
■ The timeframe. for conducting the investigation (two days next week) and the deadline for reporting the findings.
■ The records, documentation and other information to which access will be unrestricted. This will be the subject of
agreement between Prescott and Robson.
■ A responsibility/liability disclaimer that the engagement cannot be relied upon to disclose errors, illegal acts or other
irregularities (e.g. fraudulent financial reporting or misappropriations of Robson’s assets).
Tutorial note: Third party reliance on the report seems unlikely as Prescott has ‘substantial cash resources’ and may not
need to obtain loan finance.

正确答案：
(c) From the information given in the scenario, DPP will face significant problems if it chooses to develop a greenfield site. The
bureaucratic planning procedures adopted by the host government can add considerable time to get an efficient plant up and
running. In some ways, such governments are in a dilemma, anxious to secure foreign direct investment, but at the same
time protect inefficient domestic manufacturers. Certainly, DPP in its own risk assessment would need to take political risk
into account. In assessing the risks of a greenfield site, Ken could use Porter’s ‘diamond’ to good effect. Factor conditions
might be seen as quite favourable, with an educated, trained, albeit low productivity, labour force. However, the lack of
demanding tough global customers, a weak and inefficient domestic industry to supply the new venture and competitors who
have been highly protected mean that DPP will have to battle to create a supportive and sustaining environment. Financial
exposure may be increased through currency risk.
Clearly, the fresh start will allow integrated information systems to be developed and the latest technology to be used.
However, the new capacity will have a significant impact on DPP’s existing plants. The extent to which expatriate
management is used is clearly an issue. The host government is likely to require some commitment to the training of local
management and the degree of autonomy given to the new plant may well be an issue. Cultural issues and sensitivities will
be significant – often shop floor workers and managers will be used to high levels of absenteeism being tolerated in
government owned and controlled firms. Also the issue of involvement and participation could be an issue – there may be a
marked reluctance on the shop floor to contribute ideas towards raising productivity and quality. DPP is part of a group that
has experience of operating abroad and there is a real need to access information on key problems in greenfield operations.
In many ways the move to a greenfield site links the macro environmental analysis generated by a SLEPT or PEST to five
forces industry analysis with its focus on customers, competitors and suppliers. Certainly, creating an integrated value chain
with DPP’s existing business will be a real challenge to the management. It also adds capacity to a European industry where
there is already a problem. Choosing between the two options to achieve the strategic goal of a lower cost base can be doneusing the tests of suitability, acceptability and feasibility. The decision will not be an easy one.

正确答案：

(b) Carrying out a systematic PESTEL analysis is a key step in developing alternative scenarios about the future. Johnson and
Scholes define scenarios as ‘detailed and plausible views of how the business environment of an organisation might develop
in the future based on groupings of key environmental influences and drivers of change about which there is a high level of
uncertainty’. In developing scenarios it is necessary to isolate the key drivers of change, which have the potential to have a
significant impact on the company and are associated with high levels of uncertainty. Development of scenarios enables
managers to share assumptions about the future and the key variables shaping that future. This provides an opportunity for
real organisational learning. They are then in a position to monitor these key variables and amend strategies accordingly. It
is important to note that different stakeholder groups will have different expectations about the future and each may provide
a key input to the process of developing scenarios. By their very nature scenarios should not attempt to allocate probabilities
to the key factors and in so doing creating ‘spurious accuracy’ about those factors. A positive scenario is shown below and

should provide a shared insight into the external factors most likely to have a significant impact on Airtite‘s future strategy.
For most companies operating in global environments the ability to respond flexibly and quickly to macro-environmental
change would seem to be a key capability.
The scenario as illustrated below, clearly could have a major impact on the success or otherwise of Airtite’s strategy for the
future. The key drivers for change would seem to be the link between technology and global emissions, fuel prices and the
stability of the global political environment. Through creating a process which considers the drivers which will have most
impact on Airtite and which are subject to the greatest uncertainty, Airtite will have a greater chance of its strategy adaptingto changing circumstances.

正确答案：

(a) (i) Leaving the service of a board
Resignation with or without notice. Any director is free to withdraw his or her labour at any time but there is normally
a notice period required to facilitate an orderly transition from the outgoing chief executive to the incoming one.
Not offering himself/herself for re-election. Terms of office, which are typically three years, are renewable if the director
offers him or herself for re-election and the shareholders support the renewal. Retirement usually takes place at the end
of a three-year term when the director decides not to seek re-election.
Death in service when, obviously, the director is unable to either provide notice or seek retirement.
Failure of the company. When a company fails, all directors’ contracts are cancelled although this need not signal the
end of the directors’ involvement with company affairs as there may be ongoing legal issues to be resolved.
Being removed e.g. by being dismissed for disciplinary offences. It is relatively easy to ‘prove’ a disciplinary offence but
much more difficult to ‘prove’ incompetence. The nature of disciplinary offences are usually made clear in the terms and
conditions of employment and company policy.
Prolonged absence. Directors unable to perform. their duties owing to protracted absence, for any reason, may be
removed. The length of qualifying absence period varies by jurisdiction.
Being disqualified from being a company director by a court. Directors can be banned from holding directorships by a
court for a number of reasons including personal bankruptcy and other legal issues.
Failing to be re-elected if, having offered him or herself for re-election, shareholders elect not to re-appoint.
An ‘agreed departure’ such as by providing compensation to a director to leave.

(ii) Discuss Miss Hoiku’s statement
The way that directors’ contracts and company law are written (in most countries) makes it difficult to remove a director
such as Mr Smith from office during an elected term of office so in that respect, Miss Hoiku is correct. Unless his contract
has highly specific performance targets built in to it, it is difficult to remove Mr Smith for incompetence in the
short-term as it is sometimes difficult to assess the success of strategies until some time has passed. If the alleged
incompetence is within Mr Smith’s term of office (typically three years) then it will usually be necessary to wait until the
director offers himself for re-election. The shareholders can then simply not re-elect the incompetent director (in this
case, Mr Smith). The most likely way to achieve the departure of Mr Smith within his term of office will be to ‘encourage’
him to resign by other directors failing to support him or by shareholders issuing a vote of no confidence at an AGM or
EGM. This would probably involve offering him a suitable financial package to depart at a time chosen by the other
members of the board or company shareholders.
(b) Importance of the chairman’s statement
The chairman’s statement (or president’s letter in some countries) is an important and usually voluntary item, typically carried
at the very beginning of an annual report. In general terms, it is intended to convey important messages to shareholders in
general, strategic terms. As a separate section from other narrative reporting sections of an annual report, it offers the
chairman the opportunity to inform. shareholders about issues that he or she feels it would be beneficial for them to be aware
of. This independent communication is an important part of the separation of the roles of CEO and chairman.
In the case of TQ Company, the role of the chairman is of particular importance because of the dominance of Mr Smith.
Miss Hoiku had a particular responsibility to use her most recent statement to inform. shareholders about going concern issues
notwithstanding the difficulties that might cause in her relationship with Mr Smith. Miss Hoiku has an ethical as well as an
agency responsibility to express her independence in the chairman’s statement and convey issues relevant to company value
to the company’s shareholders. She can use her chairman’s statement for this purpose.

(c) Criticise the structure of the reward package that Mr Smith awarded himself
The balance between basic to performance related pay was very poor. Mr Smith, perhaps being aware that the prospect of
gaining much performance related income was low, took the opportunity to increase the fixed element of his income to
compensate. This was not only unprofessional and unethical on Mr Smith’s part, but it also represented very bad value for
shareholders. Having exercised his share options and sold the resulting shares, there was now no element of alignment of
his package with shareholder interests at all. His award to himself of an ‘excessively’ expensive company car was also not
in the shareholders’ interests. The fact that he exercised and sold all of his share options means that he will now have no
personal financial motivation to take strategic decisions intended to increase TQ Company’s share value. This represents a
poor degree of alignment between Mr Smith’s package and the interests of TQ’s shareholders.
(d) Criticise Miss Hoiku’s performance as chairman of TQ Company
The case describes a particularly poor performance by a company chairman. It is a key function of the chairman to represent
the shareholders’ interests in the company and Miss Hoiku has clearly failed in this duty.
A key reason for her poor performance was her reported inability or unwillingness to face up to Mr Smith who was clearly a
domineering personality. A key quality of a company chairman is his or her ability and willingness to personally challenge the
chief executive if necessary.
She failed to ensure that a committee structure was in place, allowing as she did, the remunerations committee to atrophy
when two members left the company.
Linked to this, it appears from the case that the two non-executive directors that left were not replaced and again, it is a part
of the chairman’s responsibility to ensure that an adequate number of non-executives are in place on the board.
She inexplicably allowed Mr Smith to design his own rewards package and presided over him reducing the performance
related element of his package which was clearly misaligned with the shareholders’ interests.
When Mr Smith failed to co-ordinate the other directors because of his unspecified business travel, she failed to hold him to
account thereby allowing the company’s strategy to fail.
There seems to have been some under-reporting of potential strategic problems in the most recent annual report. A ‘future
prospects’ or ‘continuing business’ statement is often a required disclosure in an annual report (in many countries) and there is evidence that this statement may have been missing or misleading in the most recent annual report.