ACCA考试要考多少分才算合格呢？

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.

正确答案：

 

正确答案：
6 REQUIREMENTS IN GROUP AUDITS
Tutorial note: The answer which follows is indicative of the range of points which might be made. Other relevant material will be
given suitable credit.
(a) Significant issues
Tutorial note: The objective of the IAASB’s project on the audit of group financial statements (‘group audits’) was to deal
with special considerations in group audits and, in particular, the involvement of other auditors. The re-exposure of ISA 600
(Revised and Redrafted) in March 2006 (following initial publication of a proposed revised ISA in December 2003 and an
exposure draft in March 2005) reflects the significance of the issues that the IAASB has sought to address.
Sole vs divided responsibility
The IAASB has concluded that the group auditor has sole responsibility for the group audit opinion. Thus the exposure drafts
eliminate the distinction between sole and divided responsibility. Therefore no reference to another auditor (e.g. of significant
components) should be made in the group auditor’s report. The practice of referring to another auditor may, arguably, be more
transparent to users of group financial statements. However, it may also mislead users to believe that the group auditor does
not have sole responsibility.
Definition of group auditor
The group auditor is the auditor who signs the auditor’s report on the group financial statements. The project has sought to
clarify whether, for example, an auditor from another office of the group engagement partner’s firm is a member of the group
engagement team or an ‘other auditor’.
‘Related’ vs ‘unrelated’ auditors
IAASB recognises that the nature, timing and extent of procedures performed by the group auditor, including the review of
the other auditor’s audit documentation, are affected by the group auditor’s relationship with the other audit. (For example,
if the other auditor operates under the quality control policies and procedures of the group auditor.) However, IAASB
acknowledges that a consistent distinction between ‘related’ and ‘unrelated’ auditors cannot be made due to the varying
structures of audit firms and their networks. Consequently, the only distinction that is made is between the ‘group’ and ‘other’
auditors.
Acceptance/continuance as group auditor
A group auditor should only accept or continue an engagement if sufficient appropriate evidence is expected to be obtained
on which to base the group audit opinion. Acceptance and continuance as group auditors therefore requires an assessment
of the risk of misstatement in components. IAASB has therefore proposed guidance on the benchmarks that might be used
in identifying significant components.
Access to information
IAASB has concluded that a group audit engagement should be refused (or resigned from) if the group engagement partner
concludes that it will not be possible to obtain sufficient appropriate audit evidence, the result of which would be a disclaimer.
However, if the group engagement partner is prohibited from refusing or resigning an engagement, the group audit opinion
must be disclaimed.
Aggregation of components
Sufficient appropriate audit evidence must be obtained in respect of components that are not individually significant (but
significant in aggregate). This requires that components be selected for audit procedures (e.g. on specified account balances).
Analytical procedures are required to be performed on components that are not selected. IAASB has therefore identified factors
to be considered in selecting components that are not individually significant.
Responsibilities of other auditors
Historically, other auditors, knowing the context in which their work will be used by the group auditor, have been required to
cooperate with the group auditor. However, the project did not address guidance for other auditors. Therefore, in providing
guidance on the group audit, the IAASB requires the group auditor to obtain an understanding of the requirements for other
auditors to cooperate with the group auditor and provide access to relevant documentation.

正确答案：C