(c) Discuss the ethical responsibility of the company accountant in ensuring that manipulation of the statementof cash flows, such as that suggested by the directors, does not occur. (5 marks)Note: requirements (b) and (c) include 2 professional marks in

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(c) Accounting and ethical implications of sale of inventory
Manipulation of financial statements often does not involve breaking laws but the purpose of financial statements is to present
a fair representation of the company’s position, and if the financial statements are misrepresented on purpose then this could
be deemed unethical. The financial statements in this case are being manipulated to show a certain outcome so that Hall
may be shown to be in a better financial position if the company is sold. The retained earnings of Hall will be increased by
$4 million, and the cash received would improve liquidity. Additionally this type of transaction was going to be carried out
again in the interim accounts if Hall was not sold. Accountants have the responsibility to issue financial statements that do
not mislead the public as the public assumes that such professionals are acting in an ethical capacity, thus giving the financial
statements credibility.
A profession is distinguished by having a:
(i) specialised body of knowledge
(ii) commitment to the social good
(iii) ability to regulate itself
(iv) high social status
Accountants should seek to promote or preserve the public interest. If the idea of a profession is to have any significance,
then it must make a bargain with society in which they promise conscientiously to serve the public interest. In return, society
allocates certain privileges. These might include one or more of the following:
– the right to engage in self-regulation
– the exclusive right to perform. particular functions
– special status
There is more to being an accountant than is captured by the definition of the professional. It can be argued that accountants
should have the presentation of truth, in a fair and accurate manner, as a goal.

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(a) The correct treatment is to provide for the best estimate of the costs likely to be incurred under the warranty, as required by
IAS37 Provisions, contingent liabilities and contingent assets.

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You will be aware of the importance of accurate resource valuation to Worldwide Minerals (WM). Unfortunately, I have to
inform. you that the reserve of mallerite, one of our key minerals in a new area of exploration, was found to have been
overestimated after the purchase of a mine. It has been suggested that this information may have an effect on shareholder
value and so I thought it appropriate to write to inform. you of how the board intends to respond to the situation.
In particular, I would like to address two issues. It has been suggested that the overestimation arose because of issues with
the internal control systems at WM. I would firstly like to reassure you of the importance that your board places on sound
internal control systems and then I would like to highlight improvements to internal controls that we shall be implementing
to ensure that the problem should not recur.
(i) Importance of internal control
Internal control systems are essential in all public companies and Worldwide Minerals (WM) is no exception. If anything,
WM’s strategic position makes internal control even more important, operating as it does in many international situations
and dealing with minerals that must be guaranteed in terms of volume, grade and quality. Accordingly, your board
recognises that internal control underpins investor confidence. Investors have traditionally trusted WM’s management
because they have assumed it capable of managing its internal operations. This has, specifically, meant becoming aware
of and controlling known risks. Risks would not be known about and managed without adequate internal control
systems. Internal control, furthermore, helps to manage quality throughout the organisation and it provides
management with information on internal operations and compliance. These features are important in ensuring quality
at all stages in the WM value chain from the extraction of minerals to the delivery of product to our customers. Linked
to this is the importance of internal control in helping to expose and improve underperforming internal operations.
Finally, internal control systems are essential in providing information for internal and external reporting upon which, in
turn, investor confidence rests.
(ii) Proposals to improve internal systems at WM
As you may be aware, mineral estimation and measurement can be problematic, particularly in some regions. Indeed,
there are several factors that can lead to under or overestimation of reserves valuations as a result of geological survey
techniques and regional cultural/social factors. In the case of mallerite, however, the issues that have been brought to
the board’s attention are matters of internal control and it is to these that I would now like to turn.
In first instance, it is clear from the fact that the overestimate was made that we will need to audit geological reports at
an appropriate (and probably lower) level in the organisation in future.
Once a claim has been made about a given mineral resource level, especially one upon which investor returns might
depend, appropriate systems will be instituted to ask for and obtain evidence that such reserves have been correctly and
accurately quantified.
We will recognise that single and verbal source reports of reserve quantities may not necessarily be accurate. This was
one of the apparent causes of the overestimation of mallerite. A system of auditing actual reserves rather than relying
on verbal evidence will rectify this.
The purchase of any going concern business, such as the mallerite mine, is subject to due diligence. WM will be
examining its procedures in this area to ensure that they are fit for purpose in the way that they may not have been in
respect of the purchase of the mallerite mine. I will be taking all appropriate steps to ensure that all of these internal
control issues can be addressed in future.
Thank you for your continued support of Worldwide Minerals and I hope the foregoing goes some way to reassure you
that the company places the highest value on its investors and their loyalty.
Yours faithfully,
Tim Blake
Chairman

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(c) The directors might select Contract D under which 360,000 kilograms of organic mushrooms would be supplied to HFL for
each outlet. This is the entire capacity of HFL which would ensure that competitors would not be able to supply the same
product and hence the competitive advantage held by HFL might be preserved.

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(iii) The marketing director is certainly correct in recognising that success is dependent on levels of service quality provided
by HFG to its clients. However, whilst the number of complaints is an important performance measure, it needs to be
used with caution. The nature of a complaint is, very often, far more indicative of the absence, or a lack, of service
quality. For example, the fact that 50 clients complained about having to wait for a longer time than they expected to
access gymnasium equipment is insignificant when compared to an accident arising from failure to maintain properly a
piece of gymnasium equipment. Moreover, the marketing director ought to be aware that the absolute number of
complaints may be misleading as much depends on the number of clients serviced during any given period. Thus, in
comparing the number of complaints received by the three centres then a relative measure of complaints received per
1,000 client days would be far more useful than the absolute number of complaints received.
The marketing director should also be advised that the number of complaints can give a misleading picture of the quality
of service provision since individuals have different levels of willingness to complain in similar situations.
The marketing director seems to accept the current level of complaints but is unwilling to accept any increase above this
level. This is not indicative of a quality-oriented organisation which would seek to reduce the number of complaints over
time via a programme of ‘continuous improvement’.
From the foregoing comments one can conclude that it would be myopic to focus on the number of client complaints
as being the only performance measure necessary to measure the quality of service provision. Other performance
measures which may indicate the level of service quality provided to clients by HFG are as follows:
– Staff responsiveness assumes critical significance in service industries. Hence the time taken to resolve client
queries by health centre staff is an important indicator of the level of service quality provided to clients.
– Staff appearance may be viewed as reflecting the image of the centres.
– The comfort of bedrooms and public rooms including facilities such as air-conditioning, tea/coffee-making and cold
drinks facilities, and office facilities such as e-mail, facsimile and photocopying.
– The availability of services such as the time taken to gain an appointment with a dietician or fitness consultant.
– The cleanliness of all areas within the centres will enhance the reputation of HFG. Conversely, unclean areas will
potentially deter clients from making repeat visits and/or recommendations to friends, colleagues etc.
– The presence of safety measures and the frequency of inspections made regarding gymnasium equipment within
the centres and compliance with legislation are of paramount importance in businesses like that of HFG.
– The achievement of target reductions in weight that have been agreed between centre consultants and clients.
(Other relevant measures would be acceptable.)

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(a) Except in relation to specifically exempted companies, such as those involved in charitable work, companies are required to indicate that they are operating on the basis of limited liability. Thus private companies are required to end their names, either with the word ‘limited’ or the abbreviation ‘ltd’, and public companies must end their names with the words ‘public limited company’ or the abbreviation ‘plc’. Welsh companies may use the Welsh language equivalents (Companies Act (CA)2006 ss.58, 59 & 60).
Companies Registry maintains a register of business names, and will refuse to register any company with a name that is the same as one already on that index (CA 2006 s.66).
Certain categories of names are, subject to the decision of the Secretary of State, unacceptable per se, as follows:
(i) names which in the opinion of the Secretary of State constitute a criminal offence or are offensive (CA 2006 s.53)
(ii) names which are likely to give the impression that the company is connected with either government or local government authorities (s.54).
(iii) names which include a word or expression specified under the Company and Business Names Regulations 1981 (s.26(2)(b)). This category requires the express approval of the Secretary of State for the use of any of the names or expressions contained on the list, and relates to areas which raise a matter of public concern in relation to their use.
Under s.67 of the Companies Act 2006 the Secretary of State has power to require a company to alter its name under the following circumstances:
(i) where it is the same as a name already on the Registrar’s index of company names.
(ii) where it is ‘too like’ a name that is on that index.
The name of a company can always be changed by a special resolution of the company so long as it continues to comply with the above requirements (s.77).

(b) The tort of passing off was developed to prevent one person from using any name which is likely to divert business their way by suggesting that the business is actually that of some other person or is connected in any way with that other business. It thus enables people to protect the goodwill they have built up in relation to their business activity. In Ewing v Buttercup
Margarine Co Ltd (1917) the plaintiff successfully prevented the defendants from using a name that suggested a link with
his existing dairy company. It cannot be used, however, if there is no likelihood of the public being confused, where for example the companies are conducting different businesses (Dunlop Pneumatic Tyre Co Ltd v Dunlop Motor Co Ltd (1907)
and Stringfellow v McCain Foods GB Ltd (1984). Nor can it be used where the name consists of a word in general use (Aerators Ltd v Tollitt (1902)).
Part 41 of the Companies Act (CA) 2006, which repeals and replaces the Business Names Act 1985, still does not prevent one business from using the same, or a very similar, name as another business so the tort of passing off will still have an application in the wider business sector. However the Act introduced a new procedure to deal specifically with company names. As previously under the CA 1985, a company cannot register with a name that was the same as any already registered (s.665 Companies Act (CA) 2006) and under CA s.67 the Secretary of State may direct a company to change its name if it has been registered in a name that is the same as, or too like a name appearing on the registrar’s index of company names. In addition, however, a completely new system of complaint has been introduced.

(c) Under ss.69–74 of CA 2006 a new procedure has been introduced to cover situations where a company has been registered with a name
(i) that it is the same as a name associated with the applicant in which he has goodwill, or
(ii) that it is sufficiently similar to such a name that its use in the United Kingdom would be likely to mislead by suggesting a connection between the company and the applicant (s.69).
Section 69 can be used not just by other companies but by any person to object to a company names adjudicator if a company’s name is similar to a name in which the applicant has goodwill. There is list of circumstances raising a presumption that a name was adopted legitimately, however even then, if the objector can show that the name was registered either, to obtain money from them, or to prevent them from using the name, then they will be entitled to an order to require the company to change its name.
Under s.70 the Secretary of State is given the power to appoint company names adjudicators and their staff and to finance their activities, with one person being appointed Chief Adjudicator.
Section 71 provides the Secretary of State with power to make rules for the proceedings before a company names adjudicator.
Section 72 provides that the decision of an adjudicator and the reasons for it, are to be published within 90 days of the decision.
Section 73 provides that if an objection is upheld, then the adjudicator is to direct the company with the offending name to change its name to one that does not similarly offend. A deadline must be set for the change. If the offending name is not changed, then the adjudicator will decide a new name for the company.
Under s.74 either party may appeal to a court against the decision of the company names adjudicator. The court can either uphold or reverse the adjudicator’s decision, and may make any order that the adjudicator might have made.

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(d) Professional accountant’s liability
Liability for reporting on PFI
Independent accountants may be required to report on PFI for many reasons (e.g. to help secure a bank loan). Such forecasts
and projections are inherently unreliable. If the forecast or projection does not materialise, and the client or lenders (or
investors) consequently sustain financial loss, the accountant may face lawsuits claiming financial loss.
Courts in different jurisdictions use various criteria to define the group of persons to whom independent accountants may be
held liable for providing a report on an inaccurate forecast or projection. The most common of these are that an accountant
is liable to persons with whom there is proximity:
(i) only (i.e. the client who engaged the independent accountant);
(ii) or whose relationship with the accountant sufficiently approaches privity;
(iii) and to persons or members of a limited group of persons for whose benefit and guidance the accountant supplied the
information or knew that the recipient of the information intended to supply it;
(iv) and to persons who reasonably can be foreseen to rely on the information.
Measures to reduce liability
As significant assumptions will be essential to a reader’s understanding of a financial forecast, the independent accountant
should ensure that they are adequately disclosed and clearly stated to be the management’s responsibility. Hypothetical
assumptions should be clearly distinguished from best estimates.
The introduction to any forecast (and/or report thereon) should include a caveat that the prospective results may not be
attained. Specific and extensive warnings (‘the actual results … will vary’) and disclaimers (‘we do not express an opinion’)
may be effective in protecting an independent accountant sued for inaccuracies in forecasts or projections that they have
reported on.
Any report to a third party should state:
■ for whom it is prepared, who is entitled to rely on it (if anyone) and for what purpose;
■ that the engagement was undertaken in accordance with the engagement terms;
■ the work performed and the findings.
An independent accountant’s report should avoid inappropriate and open-ended wording, for example, ‘we certify …’ and ‘we
obtained all the explanations we considered necessary’.
Engagement terms to report on PFI should include an appropriate liability cap that is reasonable given the specific
circumstances of the engagement.
The independent accountant may be able to obtain indemnity from a client in respect of claims from third parties. Such ‘hold
harmless’ clauses obligate the client to indemnify the independent accountant from third party claims.

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(c) There are several ethical and professional issues raised in relation to the inventory count of LA Shots Co.
Firstly, it was inappropriate of Brenda Mangle to offer the incentive to the audit juniors. As she is a new manager, it may be
that she didn’t realise how the incentive would be perceived. Brenda should be informed that her actions could have serious
implications.
The offer could be viewed as a bribe of the audit juniors, and could be perceived as a self-interest independence threat as
there is a financial benefit offered to members of the audit team.
The value of the ten bottles of ‘Super Juice’ should be considered, as it is only appropriate for a member of the audit team to
accept any goods or hospitality from the audit client if the value is ‘clearly insignificant’. Ultimately it would be the decision
of the audit partner as to whether the value is clearly insignificant. It is likely that this does not constitute a significant threat
to independence, however the offer should still be referred to the audit partner.
Also, if the juniors took ten bottles of ‘Super Juice’, this could interfere with the physical count of goods and/or with cut off
details obtained at the count. The juniors should therefore have declined the offer and informed a senior member of the audit
team of the situation.
There may be a need to adequately train new members of staff on ethical matters if the juniors were unsure of how to react
to the offer.
The work performed by the juniors at the inventory count must be reviewed. The audit procedures were performed very
quickly compared to last year and therefore sufficient evidence may not have been gathered. In an extreme situation the whole
inventory count may have to be reperformed if it is found that the procedures performed cannot be relied upon.
In addition, the juniors should not have attended the audit client’s office party without the permission of the audit manager.
The party appears to have taken place during work time, when the juniors should have been completing the inventory count
procedures. The two juniors have not acted with due professional consideration, and could be considered to lack integrity.
The actions of the juniors should be discussed with them, possibly with a view to disciplinary action.
There may also be questions over whether the direction and supervision of the juniors was adequate. As the two juniors are
both recent recruits, this is likely to be the first inventory count that they have attended. It appears that they may not have
been adequately briefed as to the importance of the inventory count as a source of audit evidence, or that they have
disregarded any such briefing that was provided to them. In either case possibly a more senior auditor should have
accompanied them to the inventory count and supervised their actions.

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(b) Directors reluctance to disclose
The directors are likely to have several reasons behind their reluctance to disclose the note as recommended by the audit
manager. The first is that the disclosure of Dexter Co’s poor cash flow position and perilous going concern status may reflect
badly on the directors themselves. The company’s shareholders and other stakeholders will be displeased to see the company
in such a poor position, and the directors will be held accountable for the problems. Of course it may not be the case that
the directors have exercised poor management of the company – the problems could be caused by external influences outside
the control of the directors. However, it is natural that the directors will not want to highlight the situation in order to protect
their own position.
Secondly, the note could itself trigger further financial distress for the company. Dexter Co is trying to raise finance, and it is
probable that the availability of further finance will be detrimentally affected by the disclosure of the company’s financial
problems. In particular, if the cash flow difficulties are highlighted, providers of finance will consider the company too risky
an investment, and are not likely to make funds available for fear of non-repayment. Existing lenders may seek repayment of
their funds in fear that the company may be unable in the future to meet repayments.
In addition, the disclosures could cause operational problems, for example, suppliers may curtail trading relationships as they
become concerned that they will not be paid, or customers may be deterred from purchasing from the company if they feel
that there is no long-term future for the business. Unfortunately the mere disclosure of financial problems can be self-fulfilling,
and cause such further problems for the company that it is pushed into non-going concern status.
The directors may also be concerned that if staff were to hear of this they may worry about the future of the company and
seek alternative employment, which could lead in turn to the loss of key members of staff. This would be detrimental to the
business and trigger further operational problems.
Finally, the reluctance to disclose may be caused by an entirely different reason. The directors could genuinely feel that the
cash flow and operational problems faced by the company do not constitute factors affecting the going concern status. They
may be confident that although a final decision has not been made regarding financing, the finance is likely to be forthcoming,
and therefore there is no long-term material uncertainty over the future of the company. However audit working papers
conclude that there is a significant level of doubt over the going concern status of Dexter Co, and therefore it seems that the
directors may be over optimistic if they feel that there is no significant doubt to be disclosed in the financial statements.

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(ii) If the directors agree to disclose the note, it should be reviewed by the auditors to ensure that it is sufficiently detailed.
In evaluating the adequacy of the disclosure in the note, the auditor should consider whether the disclosure explicitly
draws the reader’s attention to the possibility that the entity may not be able to continue as a going concern in the
foreseeable future. The note should include a description of conditions giving rise to significant doubt, and the directors’
plans to deal with the conditions. If the note provided contains adequate information then there is no breach of financial
reporting standards, and so no disagreement with the directors.
If the disclosure is considered adequate, then the opinion should not be qualified. The auditors should consider a
modification by adding an emphasis of matter paragraph to highlight the existence of the material uncertainties, and to
draw attention to the note to the financial statements. The emphasis of matter paragraph should firstly contain a brief
description of the uncertainties, and also refer explicitly to the note to the financial statements where the situation has
been fully described. The emphasis of matter paragraph should re-iterate that the audit opinion is not qualified.
However, it could be the case that a note has been given in the financial statements, but that the details are inadequate
and do not fully explain the significant uncertainties affecting the going concern status of the company. In this situation
the auditors should express a qualified opinion, disagreeing with the preparation of the financial statements, as the
disclosure requirements of IAS 1 have not been followed.

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(b)(i)Price/earningsratiomethodEarningspershareofNGN=80cpersharePrice/earningsratioofKFPCo=8SharepriceofNGN=80x8=640cor$6·40NumberofordinarysharesofNGN=5/0·5=10millionsharesValueofNGN=6·40x10m=$64millionHowever,itcanbearguedthatareductionintheappliedprice/earningsratioisneededasNGNisunlistedandthereforeitssharesaremoredifficulttobuyandsellthanthoseofalistedcompanysuchasKFPCo.Ifwereducetheappliedprice/earningsratioby10%(othersimilarpercentagereductionswouldbeacceptable),itbecomes7·2timesandthevalueofNGNwouldbe(80/100)x7·2x10m=$57·6million(ii)DividendgrowthmodelDividendpershareofNGN=80cx0·45=36cpershareSincethepayoutratiohasbeenmaintainedforseveralyears,recentearningsgrowthisthesameasrecentdividendgrowth,i.e.4·5%.Assumingthatthisdividendgrowthcontinuesinthefuture,thefuturedividendgrowthratewillbe4·5%.Sharepricefromdividendgrowthmodel=(36x1·045)/(0·12–0·045)=502cor$5·02ValueofNGN=5·02x10m=$50·2million(c)Adiscussionofcapitalstructurecouldstartfromrecognisingthatequityismoreexpensivethandebtbecauseoftherelativeriskofthetwosourcesoffinance.Equityisriskierthandebtandsoequityismoreexpensivethandebt.Thisdoesnotdependonthetaxefficiencyofdebt,sincewecanassumethatnotaxesexist.Wecanalsoassumethatasacompanygearsup,itreplacesequitywithdebt.Thismeansthatthecompany’scapitalbaseremainsconstantanditsweightedaveragecostofcapital(WACC)isnotaffectedbyincreasinginvestment.Thetraditionalviewofcapitalstructureassumesanon-linearrelationshipbetweenthecostofequityandfinancialrisk.Asacompanygearsup,thereisinitiallyverylittleincreaseinthecostofequityandtheWACCdecreasesbecausethecostofdebtislessthanthecostofequity.Apointisreached,however,wherethecostofequityrisesataratethatexceedsthereductioneffectofcheaperdebtandtheWACCstartstoincrease.Inthetraditionalview,therefore,aminimumWACCexistsand,asaresult,amaximumvalueofthecompanyarises.ModiglianiandMillerassumedaperfectcapitalmarketandalinearrelationshipbetweenthecostofequityandfinancialrisk.Theyarguedthat,asacompanygearedup,thecostofequityincreasedataratethatexactlycancelledoutthereductioneffectofcheaperdebt.WACCwasthereforeconstantatalllevelsofgearingandnooptimalcapitalstructure,wherethevalueofthecompanywasatamaximum,couldbefound.Itwasarguedthattheno-taxassumptionmadebyModiglianiandMillerwasunrealistic,sinceintherealworldinterestpaymentswereanallowableexpenseincalculatingtaxableprofitandsotheeffectivecostofdebtwasreducedbyitstaxefficiency.Theyrevisedtheirmodeltoincludethistaxeffectandshowedthat,asaresult,theWACCdecreasedinalinearfashionasacompanygearedup.Thevalueofthecompanyincreasedbythevalueofthe‘taxshield’andanoptimalcapitalstructurewouldresultbygearingupasmuchaspossible.Itwaspointedoutthatmarketimperfectionsassociatedwithhighlevelsofgearing,suchasbankruptcyriskandagencycosts,wouldlimittheextenttowhichacompanycouldgearup.Inpractice,therefore,itappearsthatcompaniescanreducetheirWACCbyincreasinggearing,whileavoidingthefinancialdistressthatcanariseathighlevelsofgearing.Ithasfurtherbeensuggestedthatcompanieschoosethesourceoffinancewhich,foronereasonoranother,iseasiestforthemtoaccess(peckingordertheory).Thisresultsinaninitialpreferenceforretainedearnings,followedbyapreferencefordebtbeforeturningtoequity.TheviewsuggeststhatcompaniesmaynotinpracticeseektominimisetheirWACC(andconsequentlymaximisecompanyvalueandshareholderwealth).TurningtothesuggestionthatdebtcouldbeusedtofinanceacashbidforNGN,thecurrentandpostacquisitioncapitalstructuresandtheirrelativegearinglevelsshouldbeconsidered,aswellastheamountofdebtfinancethatwouldbeneeded.Earliercalculationssuggestthatatleast$58mwouldbeneeded,ignoringanypremiumpaidtopersuadetargetcompanyshareholderstoselltheirshares.Thecurrentdebt/equityratioofKFPCois60%(15m/25m).Thedebtofthecompanywouldincreaseby$58minordertofinancethebidandbyafurther$20maftertheacquisition,duetotakingontheexistingdebtofNGN,givingatotalof$93m.Ignoringotherfactors,thegearingwouldincreaseto372%(93m/25m).KFPCowouldneedtoconsiderhowitcouldservicethisdangerouslyhighlevelofgearinganddealwiththesignificantriskofbankruptcythatitmightcreate.ItwouldalsoneedtoconsiderwhetherthebenefitsarisingfromtheacquisitionofNGNwouldcompensateforthesignificantincreaseinfinancialriskandbankruptcyriskresultingfromusingdebtfinance.

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(c) Corporate social responsibility (CSR) is concerned with business ethics and the company’s accountability to its stakeholders,
and about the way it meets its wider obligations. CSR emphasises the need for companies to adopt a coherent approach to
a range of stakeholders including investors, employees, suppliers, and customers. Beth has paid little regard to the promotion
of socially and ethically responsible policies. For example, the decision to not pay the SME creditors on the grounds that they
could not afford to sue the company is ethically unacceptable. Additionally, Beth pays little regard to local customs and
cultures in its business dealings.
The stagnation being suffered by Beth could perhaps be reversed if it adopted more environmentally friendly policies. The
corporate image is suffering because of its attitude to the environment. Environmentally friendly policies could be cost effective
if they help to increase market share and reduce the amount of litigation costs it has to suffer. The communication of these
policies would be through the environmental report, and it is critical that stakeholders feel that the company is being
transparent in its disclosures.
Evidence of corporate misbehaviour (Enron, World.com) has stimulated interest in the behaviour of companies. There has
been pressure for companies to show more awareness and concern, not only for the environment but for the rights and
interests of the people they do business with. Governments have made it clear that directors must consider the short-term
and long-term consequences of their actions, and take into account their relationships with employees and the impact of the
business on the community and the environment. The behaviour of Beth will have had an adverse effect on their corporate
image.
CSR requires the directors to address strategic issues about the aims, purposes, and operational methods of the organisation,
and some redefinition of the business model that assumes that profit motive and shareholder interests define the core purpose
of the company. The profits of Beth will suffer if employees are not valued and there is poor customer support.
Arrangements should be put in place to ensure that the business is conducted in a responsible manner. The board should
look at broad social and environmental issues affecting the company and set policy and targets, monitoring performance and
improvements.

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(b) Financial statement ratios can provide useful measures of liquidity but an analysis of the information in the cash flow
statement, particularly cash flow generated from operations, can provide specific insights into the liquidity of Warrburt. It is
important to look at the generation of cash and its efficient usage. An entity must generate cash from trading activity in order
to avoid the constant raising of funds from non-trading sources. The ‘quality of the profits’ is a measure of an entity’s ability
to do this. The statement of cash flow shows that the company has generated cash in the period despite sustaining a
significant loss ($92m cash flow but $21m loss). The problem is the fact that the entity will not be able to sustain this level
of cash generation if losses continue.
An important measure of cash flow is the comparison of the cash from operating activity to current liabilities. In the case of
Warrburt, this is $92m as compared to $155m. Thus the cash flow has not covered the current liabilities.
Operating cash flow ($92 million) determines the extent to which Warrburt has generated sufficient funds to repay loans,
maintain operating capability, pay dividends and make new investments without external financing. Operating cash flow
appears to be healthy, partially through the release of cash from working capital. This cash flow has been used to pay
contributions to the pension scheme, pay finance costs and income taxes. These uses of cash generated would be normal for
any entity. However, the release of working capital has also financed in part the investing activities of the entity which includes
the purchase of an associate and property, plant and equipment. The investing activities show a net cash outflow of
$43 million which has been financed partly out of working capital, partly from the sale of PPE and AFS financial assets and
partly out of cash generated from operations which include changes in working capital. It seems also that the issue of share
capital has been utilised to repay the long term borrowings and pay dividends. Also a significant amount of cash has been
raised through selling AFS investments. This may not continue in the future as it will depend on the liquidity of the market.
This action seems to indicate that the long term borrowings have effectively been ‘capitalised’. The main issue raised by the
cash flow statement is the use of working capital to partially finance investing activities. However, the working capital ratio
and liquidity ratios are still quite healthy but these ratios will deteriorate if the trend continues.

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(c) Non-executive directors
Roles of NEDs
Non-executive directors have four principal roles.
The strategy role recognises that NEDs are full members of the board and thus have the right and responsibility to contribute
to the strategic success of the organisation for the benefit of shareholders. The enterprise must have a clear strategic direction
and NEDs should be able to bring considerable experience from their lives and business experience to bear on ensuring that
chosen strategies are sound. In this role they may challenge any aspect of strategy they see fit and offer advice or input to
help to develop successful strategy.
In the scrutinising or performance role, NEDs are required to hold executive colleagues to account for decisions taken and
company performance. In this respect they are required to represent the shareholders’ interests against the possibility that
agency issues arise to reduce shareholder value.
The risk role involves NEDs ensuring the company has an adequate system of internal controls and systems of risk
management in place. This is often informed by prescribed codes (such as Turnbull in the UK) but some industries, such as
chemicals, have other systems in place, some of which fall under ISO standards. In this role, NEDs should satisfy themselves
on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
Finally, the ‘people’ role involves NEDs overseeing a range of responsibilities with regard to the management of the executive
members of the board. This typically involves issues on appointments and remuneration, but might also involve contractual
or disciplinary issues and succession planning.
Tutorial note: these four roles are as described in the UK Higgs Report and are also contained in the Combined Code 2003.
Tensions in NED roles in the case
This refers to a potential tension in the loyalties of the NEDs. Although the NED is accountable, through the chairman to the
shareholders and thus must always act in the economic best interests of the shareholders, he or she is also a part of the board
of the company and they may, in some situations, advise discretion. Withholding information might be judged correct because
of strategic considerations or longer-term shareholder interests. In most situations, NEDs will argue for greater transparency,
less concealment and more clarity of how and why a given action will be in the interests of shareholders.
The case of mallerite overestimation places the WM NEDs in a position of some tension. Any instinct to conceal the full extent
of the overestimate of the reserve for the possible protection of the company’s short-term value must be balanced against the
duty to serve longer-term strategic interests and the public interest. Whilst concealment would protect the company’s
reputation and share price in the short term, it would be a duty of the NEDs to point out that WM should observe transparency
as far as possible in its dealing with the shareholders and other capital market participants.

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(b) Growth may be measured in a number of ways which are as follows:
Cash flow
This is a very important measure of growth as it ultimately determines the amount of funds available for re-investment by any
business.
Sales revenue
Growth in sales revenues generated is only of real value to investors if it precipitates growth in profits.
Profitability
There are many measures relating to profit which include sales margin, earnings before interest, taxation, depreciation and
amortisation (EBITDA) and earnings per share. More sophisticated measures such as return on capital employed and residual
income consider the size of the investment relative to the level of profits earned. In general terms, measures of profitability
are only meaningful if they are used as a basis for comparisons over time or in conjunction with other measures of
performance. Growth rate in profitability are useful when compared with other companies and also with other industries.
Return on investment
A growing return upon invested capital suggests that capital is being used more and more productively. Indicators of a growing
return would be measured by reference to dividend payment and capital growth.
Market share
Growth in market share is generally seen as positive as it can generate economies of scale.
Number of products/service offerings
Growth is only regarded as useful if products and services are profitable.
Number of employees
Measures of productivity such as value added per employee and profit per employee are often used by shareholders in
assessing growth. Very often an increased headcount is a measure of success in circumstances where more people are
needed in order to deliver a service to a required standard. However it is incumbent on management to ensure that all
employees are utilised in an effective manner.
It is a widely held belief that growth requires profits and that growth produces profits. Profits are essential in order to prevent
a company which has achieved growth from becoming a target for a take-over or in a worse case scenario goes into
liquidation. Hence it is fundamental that a business is profitable throughout its existence. Growth accompanied by growth in
profits is also likely to aid the long-term survival of an organisation. CSG operates in Swingland which experiences fluctuations
in its economic climate and in this respect the exploitation of profitable growth opportunities will help CSG to survive at the
expense of its competitors who do not exploit such opportunities.
Note: Alternative relevant discussion and examples would be accepted.

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(c) It would appear that in operating a bus service to the Western region of Geeland that GBC is fulfilling a social objective since
a contribution loss amounting to $38,400 ($230,400 – $268,800) was made as a consequence of operating the route to
the Western region during 2007. As an organisation which is partially funded by the government it is highly probable that
GBC has objectives which differ from those of TTC which is a profit-seeking organisation.
The value of a social service such as the provision of public transport can be quantified, albeit, in non-financial times. It is
possible to apply quantitative measures to the bus service itself, the most obvious ones being the number of passengers
carried and the number of passenger miles travelled.
The cost of the provision of alternative transport to the Western region might also enable a value to be placed on the current
service by GBC.
It might be possible to estimate quantitatively some of the social benefits resulting from the provision of the transport facility
to and from the Western region. For example, GBC could undertake a survey of the population of the Western region in order
to help estimate the extent to which rural depopulation would otherwise have occurred had the transport facility not been
made.
The application of the technique of cost-benefit analysis makes it possible to estimate money values for non-monetary
benefits. Social benefits can therefore be expressed in financial terms. It is highly probable that the fact that the Western region
is served by GBC will increase the attractiveness of living in a rural area, which may in turn precipitate an increase in property
values in the Western region and the financial benefit could be expressed in terms of the aggregate increase in property values
in the region as a whole.

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(c) Continuing Professional Development (CPD)
CPD is defined5 as ‘the continuous maintenance, development and enhancement of the professional and personal knowledge
and skills which members of ACCA require throughout their working lives’.
All professional accountants need to maintain their competence and develop new skills to be effective in their current and
future employment. CPD helps keep accountants in practice employable and maintains their reputation with employers,
clients and the public. It also helps maintain the accounting profession’s reputation for producing and supporting high calibre
individuals. Therefore, CPD is something which professional accountants should take personal responsibility for, and be doing
as part of their everyday work.

Mandatory CPD for active members of IFAC member bodies (such as ACCA) was introduced with effect from 1 January 2005
onwards. ACCA has introduced CPD as a requirement for all active members, subject to the phasing-in dates (and waivers).
Tutorial note: IFAC issued International Education Standard (IES) 7, which requires the introduction of CPD for all active
members of IFAC member bodies.
ACCA practising certificate and insolvency licence holders are still required to participate in technical CPD training. All other
members will also be asked to state on their annual CPD return that they maintain competence in professional ethics.
The scheme is being introduced in phases:
■ phase 1 (2005) – members admitted since 1 January 2001, and all practising certificate and insolvency licence
holders;
■ phase 2 (2006) – members admitted between 1 January 1995 and 31 December 2000;
■ phase 3 (2007) – all remaining members.
Tutorial note: However, ACCA encouraged all members to adopt the scheme from 1 January 2005.
Affiliates join the CPD scheme on 1 January following their date of admittance to membership.
There are two routes to participation in ACCA’s CPD scheme:
(1) the unit scheme route (40 units approximate to 40 hours required each year); and
(2) the approved CPD employer route (i.e. where employers are recognised as effectively providing ACCA members with
CPD).
Tutorial note: Alternatively, if an ACCA member is also a member of another IFAC accounting body and that CPD scheme
is compliant with IFAC’s CPD IES 7, they may choose to follow that body’ s route.

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6 CERTAIN PRACTICES
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) ‘Lowballing’
Explanation of term
‘Lowballing’ is the ‘loss-leading’ practice in which auditors compete for clients by reducing their fees for statutory audits.
Lower audit fees are then compensated by the auditor carrying out more lucrative non-audit work (e.g. consultancy and tax
advice). Audits may even be offered for free.
Such ‘predatory pricing’ may undercut an incumbent auditor to secure an appointment into which higher price consultancy
services may be sold.
Ethical risks
There is a risk of incompetence if the non-audit work does not materialise and the lowballing firm comes under pressure to
cut corners or resort to irregular practices (e.g. the falsification of audit working papers) in order to ‘keep within budget’.
However, a lack of audit quality may only be discovered if the situation arises that the company collapses and the auditors
are charged with negligence.
If, rather than comprise the quality of the audit, an audit firm substantially increases audit fees, a fee dispute could arise. In
this case the client might refuse to pay the higher fee. It could be difficult then for the firm to take the matter to arbitration
if the client was misled. Thus an advocacy threat may arise.
Financial dependence is a direct incentive that threatens independence. A self-interest threat therefore arises when, having
secured the audit, the audit firm needs the client to retain its services in order to recoup any losses initially incurred.
The provision of many other services gives rise to a self-review threat (as well as a self-interest threat).
Sufficiency of current ethical guidance
In current ethical guidance, the fact that an accountancy firm quotes a lower fee than other tendering firms is not improper,
providing that the prospective client is not misled about:
– the precise range of services that the quoted fee is intended to cover; and
– the likely level of fees for any other work undertaken.
This is clearly insufficient to prevent the practice of lowballing.
Legal prohibitions on the provision of many non-audit services (e.g. bookkeeping, financial information systems design and
implementation, valuation services, actuarial services, internal audit (outsourced), human resource services for executive
positions, investment and legal services) should make lowballing a riskier pricing strategy. This may curb the tendency to
lowball.
Lowballing could be eliminated if, for example, auditors were required to act ‘exclusively as auditors’. Although regulatory
environments have moved towards this there is not a total prohibition on non-audit services.

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(b) There are several issues that must be addressed as a matter of urgency:
Extra work must be planned to discover the extent of the breakdown in internal controls that occurred during the year. It is
important to decide whether the errors were isolated, or continued through the accounting period and whether similar errors
have occurred in other areas e.g. cash receipts from existing customers or cash payments. A review of the working papers of
the internal audit team should be carried out as soon as possible. The materiality of the errors should be documented.
Errors discovered in the accounting systems will have serious implications for the planned audit approach of new customer
deposits. Nate & Co must plan to expand audit testing on this area as control risk is high. Cash deposits will represent a
significant class of transaction in CF Co. A more detailed substantive approach than used in prior year audits may be needed
in this material area if limited reliance can be placed on internal controls.
A combination of the time spent investigating the reasons for the errors, their materiality, and a detailed substantive audit on
this area means that the audit is likely to take longer than previously anticipated. This may have cost and recoverability
implications. Extra staff may need to be assigned to the audit team, and the deadline for completion of audit procedures may
need to be extended. This will need to be discussed with CF Co.
Due to the increased audit risk, Nate & Co should consider increasing review procedures throughout the audit. In addition CF
Co is likely to be a highly regulated company as it operates in financial services, increasing possible attention focused on the
audit opinion. These two factors indicate that a second partner review would be recommended.
A separate issue is that of Jin Sayed offering advice to the internal audit team. The first problem raised is that of quality control.
A new and junior member of the audit team should be subject to close direction and supervision which does not appear to
have been the case during this assignment.
Secondly, Jin Sayed should not have offered advice to the internal audit team. On being made aware of the errors, he should
have alerted a senior member of the audit team, who then would have decided the action to be taken. This implies that he
does not understand the limited extent of his responsibilities as a junior member of the audit team. Nate & Co may wish to
review the training provided to new members of staff, as it should be made clear when matters should be reported to a senior,
and when matters can be dealt with by the individual.
Thirdly, Jin Sayed must be questioned to discover what exactly he advised the internal audit team to do. Despite his academic
qualification, he has little practical experience in the financial information systems of CF Co. He may have given inappropriate
advice, and it will be crucial to confirm that no action has been taken by the internal audit team.
The audit partner should consider if Nate & Co are at risk because of the advice that has been provided by Jin Sayed. As he
is a member of the audit team, his advice would be considered by the client as advice offered by Nate & Co, and the partner
should ascertain by discussion with the client whether this advice has been acted upon.
Finally Nate & Co should consider whether as a firm they could provide the review of the financial information technology
system, as requested by CF Co. IFAC’s Code of Ethics, and ACCA’s Code of Ethics and Conduct places restrictions on the
provision of non-audit services. Nate & Co must be clear in what exactly the ‘review’ will involve.
Providing a summary of weaknesses in the system, with appropriate recommendations is considered part of normal audit
procedures. However, given the errors that have arisen in the year, CF Co may require Nate & Co to design and implement
changes to the system. This would constitute a self-review threat and should only be considered if significant safeguards are
put in place, for example, using a separate team to provide the non-audit service and/or having a second partner review of
the work.

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(c) Application of ethical principles to a fraud investigation
IFAC’s Code of Ethics for Professional Accountants applies to all ACCA members involved in professional assignments,
including forensic investigations. There are specific considerations in the application of each of the principles in providing
such a service.
Integrity
The forensic investigator is likely to deal frequently with individuals who lack integrity, are dishonest, and attempt to conceal
the true facts from the investigator. It is imperative that the investigator recognises this, and acts with impeccable integrity
throughout the whole investigation.
Objectivity
As in an audit engagement, the investigator’s objectivity must be beyond question. The report that is the outcome of the
forensic investigation must be perceived as independent, as it forms part of the legal evidence presented at court. The
investigator must adhere to the concept that the overriding objective of court proceedings is to deal with cases fairly and justly.
Any real or perceived threats to objectivity could undermine the credibility of the evidence provided by the investigator.
This issue poses a particular problem where an audit client requests its auditors to conduct a forensic investigation. In this
situation, the audit firm would be exposed to threats to objectivity in terms of advocacy, management involvement and selfreview.
The advocacy threat arises because the audit firm may feel pressured into promoting the interests and point of view
of their client, which would breach the overriding issue of objectivity in court proceedings. Secondly, the investigators could
be perceived to be involved in management decisions regarding the implications of the fraud, especially where the investigator
acts as an expert witness. It is however the self-review threat that would be the most significant threat to objectivity. The selfreview
threat arises because the investigation is likely to involve the estimation of an amount (i.e. the loss), which could be
material to the financial statements.
For the reasons outlined above, The Code states that the firm should evaluate threats and put appropriate safeguards in place,
and if safeguards cannot reduce the threats to an acceptable level, then the firm cannot provide both the audit service and
the forensic investigation.
Professional competence and due care
Forensic investigations will involve very specialist skills, which accountants are unlikely to possess without extensive training.
Such skills would include:
– Detailed knowledge of the relevant legal framework surrounding fraud,
– An understanding of how to gather specialist evidence,
– Skills in the safe custody of evidence, including maintaining a clear ‘chain’ of evidence, and
– Strong personal skills in, for example, interview techniques, presentation of material at court, and tactful dealing with
difficult and stressful situations.
It is therefore essential that forensic work is only ever undertaken by highly skilled individuals, under the direction and
supervision of an experienced fraud investigator. Any doubt over the competence of the investigation team could severely
undermine the credibility of the evidence presented at court.
Confidentiality
Normally accountants should not disclose information without the explicit consent of their client. However, during legal
proceedings arising from a fraud investigation, the court will require the investigator to reveal information discovered during
the investigation. There is an overriding requirement for the investigator to disclose all of the information deemed necessary
by the court.
Outside of the court, the investigator must ensure faultless confidentiality, especially because much of the information they
have access to will be highly sensitive.
Professional behaviour
Fraud investigations can become a matter of public interest, and much media attention is often focused on the work of the
forensic investigator. A highly professional attitude must be displayed at all times, in order to avoid damage to the reputation
of the firm, and of the profession. Any lapse in professional behaviour could also undermine the integrity of the forensic
evidence, and of the credibility of the investigator, especially when acting in the capacity of expert witness.
During legal proceedings, the forensic investigator may be involved in discussions with both sides in the court case, and here
it is essential that a courteous and considerate attitude is presented to all parties.

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(c) (i) Audit report implications
Audit procedures have shown that there is a significant level of doubt over Dexter Co’s going concern status. IAS 1
requires that disclosure is made in the financial statements regarding material uncertainties which may cast significant
doubt on the ability of the entity to continue as a going concern. If the directors refuse to disclose the note to the financial
statements, there is a clear breach of financial reporting standards.
In this case the significant uncertainty is caused by not knowing the extent of the future availability of finance needed
to fund operating activities. If the note describing this uncertainty is not provided, the financial statements are not fairly
presented.
The audit report should contain a qualified or an adverse opinion due to the disagreement. The auditors need to make
a decision as to the significance of the non-disclosure. If it is decided that without the note the financial statements are
not fairly presented, and could be considered misleading, an adverse opinion should be expressed. Alternatively, it could
be decided that the lack of the note is material, but not pervasive to the financial statements; then a qualified ‘except
for’ opinion should be expressed.
ISA 570 Going Concern and ISA 701 Modifications to the Independent Auditor’s Report provide guidance on the
presentation of the audit report in the case of a modification. The audit report should include a paragraph which contains
specific reference to the fact that there is a material uncertainty that may cast significant doubt about the entity’s ability
to continue as a going concern. The paragraph should include a clear description of the uncertainties and would
normally be presented immediately before the opinion paragraph.

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(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.