ACCA考试的常见的误区有哪些需要注意

正确答案：
(b) Increasingly, firms are becoming aware of their social responsibility and their need to develop strategies that are designed to
meet this responsibility. Such responsibility can take many forms and is not a new phenomenon – many 19th century firms
looked after the housing, education and health needs of the communities where they were located. Michael Porter and Claas
van der Linde in their article ‘Green and competitive’ show how the traditional view that there is ‘an inherent and fixed tradeoff:
ecology versus economy’ is incorrect. This traditional view sees the benefits of government imposed environmental
standards, causing industry’s private costs of prevention and clean up – ‘costs that cause higher prices and reduced
competitiveness’. Porter and Linde argue that with properly designed and implemented environmental standards, firms will
be encouraged to produce innovations that use a range of inputs more efficiently, e.g. energy, labour, raw materials, and in
so doing increase resource productivity and in offsetting the costs of environmental improvement make industry more not less
competitive. All too often in their opinion, companies resort to fighting environmental control through the courts rather than
using innovation to increase resource productivity and meet environmental standards – ‘environmental strategies must
become an issue for general managers’.
CFS are, therefore, correct in seeing environmental standards as a positive step towards becoming more not less competitive.
Key stakeholders in the form. of both government and customers are looking to their suppliers to become more ‘green’. These
challenges are increasingly international and global. Building in positive environmental strategies can help CFS differentiate
itself and through improved resource productivity become more competitive. Clearly, they will need the environmental
scanning devices to become aware of environmental legislation and change. Awareness then can lead to analysis in the
monitoring of macro environmental challenges and the development of a SWOT analysis to match the company’s strengths
and weaknesses against the threats and opportunities created by environmental standards. Tools of strategic analysis such as
PEST, five forces and value chain analysis lend themselves to understanding the significance of the environmental change
and how it can stimulate innovation and, through innovation, competitive advantage.

正确答案：

The Company Directors Disqualification Act (CDDA) 1986 was introduced to control individuals who persistently abused the various privileges that accompany incorporation, most particularly the privilege of limited liability. The Act applies to more than just directors and the court may make an order preventing any person (without leave of the court) from being:
(i) a director of a company;
(ii) a liquidator or administrator of a company;
(iii) a receiver or manager of a company’s property; or
(iv) in any way, whether directly or indirectly, concerned with or taking part in the promotion, formation or management of a company.
The CDDA 1986 identifies three distinct categories of conduct, which may, and in some circumstances must, lead the court to disqualify certain persons from being involved in the management of companies.
(a) General misconduct in connection with companies
This first category involves the following:
(i) A conviction for an indictable offence in connection with the promotion, formation, management or liquidation of a company or with the receivership or management of a company’s property (s.2 of the CDDA 1986). The maximum period for disqualification under s.2 is five years where the order is made by a court of summary jurisdiction, and 15 years in any other case.

(ii) Persistent breaches of companies legislation in relation to provisions which require any return, account or other document to be filed with, or notice of any matter to be given to, the registrar (s.3 of the CDDA 1986). Section 3 provides that a person is conclusively proved to be persistently in default where it is shown that, in the five years ending with the date of the application, he has been adjudged guilty of three or more defaults (s.3(2) of the CDDA 1986). This is without prejudice to proof of persistent default in any other manner. The maximum period of disqualification under this section is five years.
(iii) Fraud in connection with winding up (s.4 of the CDDA 1986). A court may make a disqualification order if, in the course of the winding up of a company, it appears that a person:
(1) has been guilty of an offence for which he is liable under s.993 of the CA 2006, that is, that he has knowingly been a party to the carrying on of the business of the company either with the intention of defrauding the company’s creditors or any other person or for any other fraudulent purpose; or
(2) has otherwise been guilty, while an officer or liquidator of the company or receiver or manager of the property of the company, of any fraud in relation to the company or of any breach of his duty as such officer, liquidator, receiver or manager (s.4(1)(b) of the CDDA 1986).
The maximum period of disqualification under this category is 15 years.(b) Disqualification for unfitness
The second category covers:
(i) disqualification of directors of companies which have become insolvent, who are found by the court to be unfit to be directors (s.6 of the CDDA 1986). Under s. 6, the minimum period of disqualification is two years, up to a maximum of 15 years;
(ii) disqualification after investigation of a company under Pt XIV of the CA 1985 (it should be noted that this part of the previous Act still sets out the procedures for company investigations) (s.8 of the CDDA 1986). Once again, the maximum period of disqualification is 15 years.
Schedule 1 to the CDDA 1986 sets out certain particulars to which the court is to have regard in deciding whether a person’s conduct as a director makes them unfit to be concerned in the management of a company. In addition, the courts have given indications as to what sort of behaviour will render a person liable to be considered unfit to act as a company director. Thus, in Re Lo-Line Electric Motors Ltd (1988), it was stated that:
‘Ordinary commercial misjudgment is in itself not sufficient to justify disqualification. In the normal case, the conduct complained of must display a lack of commercial probity, although . . . in an extreme case of gross negligence or total incompetence, disqualification could be appropriate.’

(c) Other cases for disqualification
This third category relates to:
(i) participation in fraudulent or wrongful trading under s.213 of the Insolvency Act (IA)1986 (s.10 of the CDDA 1986);
(ii) undischarged bankrupts acting as directors (s.11 of the CDDA 1986); and
(iii) failure to pay under a county court administration order (s.12 of the CDDA 1986).
For the purposes of most of the CDDA 1986, the court has discretion to make a disqualification order. Where, however, a person has been found to be an unfit director of an insolvent company, the court has a duty to make a disqualification order (s.6 of the CDDA 1986). Anyone who acts in contravention of a disqualification order is liable:
(i) to imprisonment for up to two years and/or a fine, on conviction on indictment; or
(ii) to imprisonment for up to six months and/or a fine not exceeding the statutory maximum, on conviction summarily (s.13 of the CDDA 1986).

正确答案：

正确答案：
(a) The purpose of the Management Commentary (MC) is to present a balanced and comprehensive analysis of the development
position and performance of the entity in the year. Additionally, it deals with the main trends and factors behind the
development, position and performance of the entity during the financial year and those factors which are likely to affect the
entity in the future. The MC should enable users to assess the strategies adopted by the entity and the potential success of
those strategies. The key principles are as follows:
– The MC should be seen through the eyes of the directors and should focus on those matters relevant to the members of
the company.
– The review should look forward, identifying trends and factors relevant to the assessment of the current and future
performance of the entity.
– The MC should supplement and complement the financial statements so as to improve disclosure by providing additional
financial and non-financial information.
– The review should be comprehensive, understandable, reliable, relevant and represent faithfully the underlying strategies
and trends.
– Both good and bad aspects of the position of the entity should be discussed in a balanced and neutral way.
– The MC should be comparable over time, and the information should be supportable and consistent with the financial
statements to which it relates.
The increase in transparency and accountability improves the links between strategy, performance and risk, and the
evaluation of directors, and how they are paid.
A mandatory MC would make it easier for companies to judge the content of the reports and the necessary standard of
reporting, and would mean that the reports may be more robust and comparable. If the MC is not mandatory then this could
lead to uncertainty, risks of non compliance and possible mis-information being shown in the review. Directors may adopt a
policy of stating the minimum amount of disclosure which will frustrate the significant benefits to be gained from using
financial reporting as a strategic communication tool. ‘Necessity to report’ decisions will become subjective with possible legal
outcomes. The minimalist approach may also prove problematic if directors’ insurers reject claims because of ‘non-disclosure’
of information. Senior executives and the company board will play a more prominent role in deciding upon matters of MC
content than will be the case with mandatory reporting practice. Influential factors driving MC disclosure practice may become
the following rather than the broader issues:
(1) those expected to have short-term financial impact,
(2) whether shareholder decisions may be influenced,
(3) issues of risk management.
However, it can be argued that a mandatory MC could produce stereo-typed reports which would be based on a checklist
approach. Thus innovation in corporate reporting would be stifled. The power of market forces could be enough to ensure
that entities produce relevant and reliable information. Every company is different as are their challenges and risks and in anon-mandatory environment, companies could produce individual MCs to reflect those challenges and risks.