5 Jones and Cousin, a public quoted company, operate in twenty seven different countries and earn revenue and incurcosts in several currencies. The group develops, manufactures and markets products in the medical sector. The growthof the group has been ac
题目
5 Jones and Cousin, a public quoted company, operate in twenty seven different countries and earn revenue and incur
costs in several currencies. The group develops, manufactures and markets products in the medical sector. The growth
of the group has been achieved by investment and acquisition. It is organised into three global business units which
manage their sales in international markets, and take full responsibility for strategy and business performance. Only
five per cent of the business is in the country of incorporation. Competition in the sector is quite fierce.
The group competes across a wide range of geographic and product markets and encourages its subsidiaries to
enhance local communities by reinvestment of profits in local educational projects. The group’s share of revenue in a
market sector is often determined by government policy. The markets contain a number of different competitors
including specialised and large international corporations. At present the group is awaiting regulatory approval for a
range of new products to grow its market share. The group lodges its patents for products and enters into legal
proceedings where necessary to protect patents. The products are sourced from a wide range of suppliers, who, once
approved both from a qualitative and ethical perspective, are generally given a long term contract for the supply of
goods. Obsolete products are disposed of with concern for the environment and the health of its customers, with
reusable materials normally being used. The industry is highly regulated in terms of medical and environmental laws
and regulations. The products normally carry a low health risk.
The Group has developed a set of corporate and social responsibility principles during the period which is the
responsibility of the Board of Directors. The Managing Director manages the risks arising from corporate and social
responsibility issues. The group wishes to retain and attract employees and follows policies which ensure equal
opportunity for all the employees. Employees are informed of management policies, and regularly receive in-house
training.
The Group enters into contracts for fixed rate currency swaps and uses floating to fixed rate interest rate swaps. The
cash flow effects of these swaps match the cash flows on the underlying financial instruments. All financial
instruments are accounted for as cash flow hedges. A significant amount of trading activity is denominated in the
Dinar and the Euro. The dollar is its functional currency.
Required:
(a) Describe the principles behind the Management Commentary discussing whether the commentary should be
mandatory or whether directors should be free to use their judgement as to what should be included in such
a commentary. (13 marks)
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参考答案和解析
(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.