Explain the grounds upon which a person may be disqualified under the Company Directors Disqualification Act 1986.(10 marks)

正确答案：

(a) (i) IAS12 ‘Income Taxes’ adopts a balance sheet approach to accounting for deferred taxation. The IAS adopts a full
provision approach to accounting for deferred taxation. It is assumed that the recovery of all assets and the settlement
of all liabilities have tax consequences and that these consequences can be estimated reliably and are unavoidable.
IFRS recognition criteria are generally different from those embodied in tax law, and thus ‘temporary’ differences will
arise which represent the difference between the carrying amount of an asset and liability and its basis for taxation
purposes (tax base). The principle is that a company will settle its liabilities and recover its assets over time and at that
point the tax consequences will crystallise.

Thus a change in an accounting standard will often affect the carrying value of an asset or liability which in turn will
affect the amount of the temporary difference between the carrying value and the tax base. This in turn will affect the
amount of the deferred taxation provision which is the tax rate multiplied by the amount of the temporary differences(assuming a net liability for deferred tax.)

 

正确答案：
(c) Acquisition of Marne
All business combinations within the scope of IFRS 3 ‘Business Combinations’ must be accounted for using the purchase
method. (IFRS 3.14) The pooling of interests method is prohibited. Under IFRS 3, an acquirer must be identified for all
business combinations. (IFRS 3.17) Sirus will be identified as the acquirer of Marne and must measure the cost of a business
combination at the sum of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, in exchange
for control of Marne; plus any costs directly attributable to the combination. (IFRS 3.24) If the cost is subject to adjustment
contingent on future events, the acquirer includes the amount of that adjustment in the cost of the combination at the
acquisition date if the adjustment is probable and can be measured reliably. (IFRS 3.32) However, if the contingent payment
either is not probable or cannot be measured reliably, it is not measured as part of the initial cost of the business combination.
If that adjustment subsequently becomes probable and can be measured reliably, the additional consideration is treated as
an adjustment to the cost of the combination. (IAS 3.34) The issue with the increased profit share payable to the directors
of Marne is whether the payment constitutes remuneration or consideration for the business acquired. Because the directors
of Marne fall back to normal remuneration levels after the two year period, it appears that this additional payment will
constitute part of the purchase consideration with the resultant increase in goodwill. It seems as though these payments can
be measured reliably and therefore the cost of the acquisition should be increased by the net present value of $11 million at
1 May 2007 being $5 million discounted for 1 year and $6 million for 2 years.

正确答案：
(c) Companies can give the impression that they are generating more cash than they are, by manipulating cash flow. The way
in which acquisitions, loans and, as in this case, the sale of assets, is shown in the statement of cash flows, can change the
nature of operating cash flow and hence the impression given by the financial statements. The classification of cash flows
can give useful information to users and operating cash flow is a key figure. The role of ethics in the training and professional
lives of accountants is extremely important. Decision-makers expect the financial statements to be true and fair and fairly
represent the underlying transactions.
There is a fine line between deliberate misrepresentation and acceptable presentation of information. Pressures on
management can result in the misrepresentation of information. Financial statements must comply with International
Financial Reporting Standards (IFRS), the Framework and local legislation. Transparency, and full and accurate disclosure is
important if the financial statements are not to be misleading. Accountants must possess a high degree of professional
integrity and the profession’s reputation depends upon it. Ethics describe a set of moral principles taken as a reference point.
These principles are outside the technical and practical application of accounting and require judgement in their application.
Professional accountancy bodies set out ethical guidelines within which their members operate covering standards of
behaviour, and acceptable practice. These regulations are supported by a number of codes, for example, on corporate
governance which assist accountants in making ethical decisions. The accountant in Warrburt has a responsibility not to mask
the true nature of the statement of cash flow. Showing the sale of assets as an operating cash flow would be misleading if
the nature of the transaction was masked. Users of financial statements would not expect its inclusion in this heading and
could be misled. The potential misrepresentation is unacceptable. The accountant should try and persuade the directors to
follow acceptable accounting principles and comply with accounting standards. There are implications for the truth and
fairness of the financial statements and the accountant should consider his position if the directors insist on the adjustments
by pointing the inaccuracies out to the auditors.

正确答案：
(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.

正确答案：
(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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(c) Retirement by rotation.
Definition
Retirement by rotation is an arrangement in a director’s contract that specifies his or her contract to be limited to a specific
period (typically three years) after which he or she must retire from the board or offer himself (being eligible) for re-election.
The director must be actively re-elected back onto the board to serve another term. The default is that the director retires
unless re-elected.
Importance of
Retirement by rotation reduces the cost of contract termination for underperforming directors. They can simply not be
re-elected after their term of office expires and they will be required to leave the service of the board as a retiree (depending
on contract terms).
It encourages directors’ performance (they know they are assessed by shareholders and reconsidered every three years) and
focuses their minds upon the importance of meeting objectives in line with shareholders’ aims.
It is an opportunity, over time, to replace the board membership whilst maintaining medium term stability of membership
(one or two at a time).
Applied to Rosh
Retirement by rotation would enable the board of Rosh to be changed over time. There is evidence that some directors may
have stayed longer than is ideal because of links with other board members going back many years.

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(b) One approach that the directors of Moffat Ltd could adopt would be to ignore the qualitative benefits that may arise on the
basis that there is too much subjectivity involved in their assessment. The problem that this causes is that the investment will
probably look unattractive since all costs will be included in the evaluation whereas significant benefits and savings will have
been ignored. Hence such an approach is lacking in substance and is not recommended.
An alternative approach would involve attempting to attribute values to each of the identified benefits that are qualitative in
nature. Such an approach will necessitate the use of management estimates in order to derive the cash flows to be
incorporated in a cost benefit analysis. The problems inherent in this approach include gaining consensus among interested
parties regarding the footing of the assumptions from which estimated cash flows have been derived. Furthermore, if the
proposed investment does take place then it may well be impossible to prove that the claimed benefits of the new system
have actually been realised.
Perhaps the preferred approach is to acknowledge the existence of qualitative benefits and attempt to assess them in a
reasonable manner acceptable to all parties including the company’s bank. The financial evaluation would then not only
incorporate ‘hard’ facts relating to costs and benefits that are quantitative in nature, but also would include details of
qualitative benefits which management consider exist but have not attempted to assess in financial terms. Such benefits might
include, for example, the average time saved by location managers in analysing information during each operating period.
Alternatively the management of Moffat Ltd could attempt to express qualitative benefits in specific terms linked to a hierarchy
of organisational requirements. For example, qualitative benefits could be categorised as being:
(1) Essential to the business
(2) Very useful attributes
(3) Desirable, but not essential
(4) Possible, if funding is available
(5) Doubtful and difficult to justify.

正确答案：
(b) (i) The directors of GWCC might consider any of the following specific actions in order to improve the return on the
investment:
– Attempt to raise the selling price of the Mighty Ben cake to Superstores plc. Much will depend on the nature of the
relationship in terms of mutuality of trust and co-operation between the parties. If Superstores plc are insistent on
a launch price of ￡20·25 and a mark-up of 35% on its purchase price from GWCC then this is likely to be
unsuccessful.
– Attempt to reduce the material losses in the first 600 batches of production via improved process control.
– Attempt to negotiate a retrospective rebate based on volumes of packaging purchased.
– Improve the rate of learning of the hand-skilled cake decorators via a more intensive training programme and/or
altering the flow of production.
– Undertake a thorough review of all variable overheads which have been absorbed on the basis of direct labour
hours. It might well be the case that labour is not the only ‘cost driver’ in which case variable overheads might be
overstated.
– Undertake a thorough review of all fixed overheads to ensure that they are specific to the production of the Mighty
Ben cake.
– Adopt a ‘value engineering’ approach in order to identify ‘non value added’ features/aspects of the product or
processes used to produce it. This would have to be done in conjunction with Superstores plc, but might end in a
‘win-win’ scenario.
– Ensure that all overhead expenditure will be incurred in the most ‘economic’ manner.

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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) The government of Happyland will be concerned by the negative impact on the environment. The growth in the number of
children born in Happyland will have raised the demand for disposable nappies as is evidenced from the market size data
contained in the question. In some countries disposable nappies make up around 4% of all household waste and can take
up to five hundred years to decompose! The government will be concerned by the fact that trees are being destroyed in order
to keep babies and infant children in nappies. The disposal costs incurred by the government in terms of landfill etc will be
very high, hence its green paper on the effect of non-biodegradable products in Happyland. The costs of such operations as
the landfill for such products will need to be funded out of increased taxation.
It might be beneficial for the directors of TMC to develop more eco-friendly products such as washable nappies which, by
definition, are recyclable many times over during the life of the ‘product’. Many parents are now changing to ‘real nappies’
because they work out cheaper and better for the environment than disposables.

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This question requires candidates to consider the law relating to terms in contracts. It specifically requires the candidates to distinguish between terms and mere representations and then to establish the difference between express and implied terms in contracts.
(a) As the parties to a contract will be bound to perform. any promise they have contracted to undertake, it is important to distinguish between such statements that will be considered part of the contract, i.e. terms, and those other pre-contractual statements which are not considered to be part of the contract, i.e. mere representations. The reason for distinguishing between them is that there are different legal remedies available if either statement turns out to be incorrect.
A representation is a statement that induces a contract but does not become a term of the contract. In practice it is sometimes difficult to distinguish between the two, but in attempting to do so the courts will focus on when the statement was made in relation to the eventual contract, the importance of the statement in relation to the contract and whether or not the party making the statement had specialist knowledge on which the other party relied (Oscar Chess v Williams (1957) and Dick
Bentley v Arnold Smith Motors (1965)).
(b) Express terms are statements actually made by one of the parties with the intention that they become part of the contract and
thus binding and enforceable through court action if necessary. It is this intention that distinguishes the contractual term from
the mere representation, which, although it may induce the contractual agreement, does not become a term of the contract.
Failure to comply with the former gives rise to an action for breach of contract, whilst failure to comply with the latter only gives rise to an action for misrepresentation.

Such express statements may be made by word of mouth or in writing as long as they are sufficiently clear for them to be enforceable. Thus in Scammel v Ouston (1941) Ouston had ordered a van from the claimant on the understanding that the balance of the purchase price was to be paid ‘on hire purchase terms over two years’. When Scammel failed to deliver the van Ouston sued for breach of contract without success, the court holding that the supposed terms of the contract were too
uncertain to be enforceable. There was no doubt that Ouston wanted the van on hire purchase but his difficulty was that
Scammel operated a range of hire purchase terms and the precise conditions of his proposed hire purchase agreement were
never sufficiently determined.
Implied terms, however, are not actually stated or expressly included in the contract, but are introduced into the contract by implication. In other words the exact meaning and thus the terms of the contract are inferred from its context. Implied terms can be divided into three types.
Terms implied by statute
In this instance a particular piece of legislation states that certain terms have to be taken as constituting part of an agreement, even where the contractual agreement between the parties is itself silent as to that particular provision. For example, under s.5 of the Partnership Act 1890, every member of an ordinary partnership has the implied power to bind the partnership in a contract within its usual sphere of business. That particular implied power can be removed or reduced by the partnership agreement and any such removal or reduction of authority would be effective as long as the other party was aware of it. Some implied terms, however, are completely prescriptive and cannot be removed.
Terms implied by custom or usage
An agreement may be subject to terms that are customarily found in such contracts within a particular market, trade or locality. Once again this is the case even where it is not actually specified by the parties. For example, in Hutton v Warren (1836), it was held that customary usage permitted a farm tenant to claim an allowance for seed and labour on quitting his tenancy. It should be noted, however, that custom cannot override the express terms of an agreement (Les Affreteurs Reunnis SA v Walford (1919)).
Terms implied by the courts Generally, it is a matter for the parties concerned to decide the terms of a contract, but on occasion the court will presume that the parties intended to include a term which is not expressly stated. They will do so where it is necessary to give business efficacy to the contract.

Whether a term may be implied can be decided on the basis of the officious bystander test. Imagine two parties, A and B, negotiating a contract, when a third party, C, interrupts to suggest a particular provision. A and B reply that that particular term is understood. In just such a way, the court will decide that a term should be implied into a contract.
In The Moorcock (1889), the appellants, owners of a wharf, contracted with the respondents to permit them to discharge their ship at the wharf. It was apparent to both parties that when the tide was out the ship would rest on the riverbed. When the tide was out, the ship sustained damage by settling on a ridge. It was held that there was an implied warranty in the contract that the place of anchorage should be safe for the ship. As a consequence, the ship owner was entitled to damages for breach of that term.
Alternatively the courts will imply certain terms into unspecific contracts where the parties have not reduced the general agreement into specific details. Thus in contracts of employment the courts have asserted the existence of implied terms to impose duties on both employers and employees, although such implied terms can be overridden by express contractual provision to the contrary.

正确答案：

正确答案：
(d) Repayment of the loan
If at the beginning of the loan agreement, it was expected that the repayment option would not be exercised, then the effective
interest rate would be 8% and at 30 April 2008, the loan would be stated at $2 million in the statement of financial position
with interest of $160,000 having been paid and accounted for. If, however, at 1 May 2007, the option was expected to be
exercised, then the effective interest rate would be 9·1% and at 30 April 2008, the cash interest paid would have been
$160,000 and the interest charged to the income statement would have been (9·1% x $2 million) $182,000, giving a
statement of financial position figure of $2,022,000 for the amount of the financial liability. However, IAS39 requires the
carrying amount of the financial instrument to be adjusted to reflect actual and revised estimated cash flows. Thus, even if
the option was not expected to be exercised at the outset but at a later date exercise became likely, then the carrying amount
would be revised so that it represented the expected future cash flows using the effective interest rate. As regards the
discussions with the bank over repayment in the next financial year, if the loan was shown as current, then the requirements
of IAS1 ‘Presentation of Financial Statements’ would not be met. Sirus has an unconditional right to defer settlement for longer
than twelve months and the liability is not due to be legally settled in 12 months. Sirus’s discussions should not be considered
when determining the loan’s classification.
It is hoped that the above report clarifies matters.

正确答案：
(a) A highly-geared company has an obligation to pay interest on its loans regardless of its profit level. It will show high profits if
its overall rate of return on capital is greater than the rate of interest being paid on its borrowings, but a low profit or a loss if
there is a down-turn in its profit such that the rate of interest to be paid exceeds the return on its assets.

正确答案：
(a) The working capital cycle illustrates the changing make-up of working capital in the course of the trading operations of a
business:
1 Purchases are made on credit and the goods go into inventory.
2 Inventory is sold and converted into receivables
3 Credit customers pay their accounts
4 Cash is used to pay suppliers.

正确答案：
(c) Choo Wang’s remuneration package
Benefits of PRP
In general terms, performance-related pay serves to align directors’ and shareholders’ interests in that the performancerelated
element can be made to reflect those things held to be important to shareholders (such as financial targets). This, in
turn, serves to motivate directors, especially if they are directly responsible for a cost or revenue/profit budget or centre. The
possibility of additional income serves to motivate directors towards higher performance and this, in turn, can assist in
recruitment and retention. Finally, performance-related pay can increase the board’s control over strategic planning and
implementation by aligning rewards against strategic objectives.
Critical evaluation of Choo Wang’s package
Choo Wang’s package appears to have a number of advantages and shortcomings. It was strategically correct to include some
element of pay linked specifically to Southland success. This will increase Choo’s motivation to make it successful and indeed,
he has said as much – he appears to be highly motivated and aware that additional income rests upon its success. Against
these advantages, it appears that the performance-related component does not take account of, or discount in any way for,
the risk of the Southland investment. The bonus does not become payable on a sliding scale but only on a single payout basis
when the factory reaches an ‘ambitious’ level of output. Accordingly, Choo has more incentive to be accepting of risk with
decisions on the Southland investment than risk averse. This may be what was planned, but such a bias should be pointed
out. Clearly, the company should accept some risk but recklessness should be discouraged. In conclusion, Choo’s PRP
package could have been better designed, especially if the Southland investment is seen as strategically risky.

正确答案：
(d) Environmental management accounting (EMA) involves the generation and analysis of both financial and non-financial
information in order to support internal environmental management processes. It is complementary to the conventional
management accounting approach, with the aim to develop appropriate mechanisms that assist the management of
organisations in the identification and allocation of environmentally related costs.
Organisations that alter their management accounting practices to incorporate environmental concerns will have greater
awareness of the impact of environment-related activities on their profit and loss accounts and balance sheets. This is because
conventional management accounting systems tend to attribute many environmental costs to general overhead accounts with
the result that they are ‘hidden’ from management. It follows that organisations which adopt EMA are more likely to identify
and take advantage of cost reduction and other improvement opportunities. A concern with environmental costs will also
reduce the chances of employing incorrect pricing of products and services and taking the wrong options in terms of mix and
development decisions. This in turn may lead to enhanced customer value whilst reducing the risk profile attaching to
investments and other decisions which have long term consequences.
Reputational risk will also be reduced as a consequence of adopting (EMA) since management will be seen to be acting in
an environmentally responsible manner. Organisations can learn from the Shell Oil Company whose experience in the much
publicised Brent Spar incident cost the firm millions in terms of lost revenues as a result of a consumer boycott.

正确答案：
(b) The use of SWOT analysis will focus management attention on current strengths and weaknesses of each subsidiary company
which will be of assistance in the formulating of the business strategy of Diverse Holdings Plc. It will also enable management
to monitor trends and developments in the constantly changing environments of their subsidiaries. Each trend or development
may be classified as an opportunity or a threat that will provide a stimulus for an appropriate management response.
Management can make an assessment of the feasibility of required actions in order that the company may capitalise upon
opportunities whilst considering how best to negate or minimise the effect of any threats.
A SWOT analysis should assist the management of Diverse Holdings Plc as they must identify their strengths, weaknesses,
opportunities and threats. These may be classified as follows:
Strengths which appear to include both OFL and HTL.
Weaknesses which must include PSL and its limited outlets, which generate little growth and could collapse overnight. KAL
is also a weakness due to its declining profitability.
Opportunities where OFT, HTL and OPL are operating in growth markets.
Threats from which KAL is suffering.
If these four categories are identified and analysed then the group should be strengthened.

正确答案：
(a) The primary focus of the research and development director
There is a need to measure the ability of CSG to offer up to date services that are sought after by existing and potential
customers. In this regard it would be relatively easy to determine the number of new products/services introduced in previous
periods. The performance of individual innovations should also be assessed. Also the aggregate expenditure on the
development of new services may indicate how CSG has performed with regard to offering up to date, customer focused
services.
The primary focus of the finance director
CSG could use return on capital employed (ROCE), economic value added (EVA) or residual income (RI) as measures of
financial performance. EVA and RI are both superior to return on capital employed (ROCE) in that each method is more likely
to develop goal congruence in terms of acquisition and disposal decisions. It is vital that any performance measure chosen
is consistent with the NPV rule. The use of RI could prove problematic when managers adopt a short term outlook and use
short term performance measures as decisions may not be consistent with the NPV rule. EVA attempts to avoid the problems
associated with understated asset values that arise in the use of ROCE and RI. Current values should be used as opposed to
historical costs.
The primary focus of the human resources director
CSG could use measures such as the rate of staff turnover, the level of absenteeism, training costs per employee and the
number of applications received for each job vacancy. These measures may provide an indication of the extent to which CSG
can be regarded as a socially responsible employer.
These measures should be compared with those of prior periods and targets. Employee attitude surveys may also be
undertaken on a systematic basis in order to assess matters such as the degree of satisfaction with the payment systems that
are in operation, management style. and working conditions.
The primary focus of the corporate affairs director
CSG could use measures such as the amounts spent on the disposal of waste chemicals, the number of complaints received
from clients and members of the public and the total of contributions made to organisations which seek to meet social
objectives, e.g. charities, schools and hospitals.

正确答案：
(b) Critical success factors are as follows:
Product quality
The fact that the production staff have no previous experience in a food production environment is likely to prove problematic.
It is vital that a comprehensive training programme is put in place at the earliest opportunity. HSC need to reach and maintain
the highest level of product quality as soon as possible.
Supply quality
The quality of delivery into SFG supermarkets assumes critical significance. Time literally will be of the essence since 90%
of all sandwiches are sold in SFG’s supermarkets before 2 pm each day. Hence supply chain management must be extremely
robust as there is very little scope for error.
Technical quality
Compliance with existing regulations regarding food production including all relevant factory health and safety requirements
is vital in order to establish and maintain the reputation of HSC as a supplier of quality products. The ability to store products
at the correct temperature is critical because sandwiches are produced for human consumption and in extreme circumstance
could cause fatalities.
External credibility
Accreditation by relevant trade associations/regulators will be essential if nationwide acceptance of HSC as a major producer
of sandwiches is to be established.
New product development
Whilst HSC have developed a range of healthy eating sandwiches it must be recognised that consumer tastes change and
that in the face of competition there will always be a need for a continuous focus on new product development.
Margin
Whilst HSC need to recognise all other critical success factors they should always be mindful that the need to obtain the
desired levels of gross and net margin remain of the utmost importance.
Notes: (i) Only five critical success factors were required.
(ii) Alternative relevant discussion and examples would be acceptable.

正确答案：
(b) The directors of GHG should be mindful that the effectiveness of a locally employed workforce within Tomorrowland will be
influenced by a number of factors including the following:
The availability of local skills
If Tomorrowland is a lower wage economy it is quite conceivable that a sufficient number of employees possessing the
requisite skills to undertake the construction of a large hotel cannot be found. If there are insufficient local resources then this
would necessitate the training of employees in all aspects of building construction. This will incur significant costs and time
and needs to be reflected in any proposed timetable for construction of the hotel. As far as the operation of the hotel is
concerned then staff will have to be recruited and trained which will again give rise to significant start-up costs. However, this
should not present the directors of GHG with such a major problem as that of training construction staff. Indeed, it is highly
probable that GHG would use its own staff in order to train new recruits.
Attitudes to work
The prevailing culture within Tomorrowland will have a profound impact on attitudes to work of its population. Attitudes to
hours of work, timekeeping and absenteeism vary from culture to culture. For example, as regards hours of work in the
construction industry in countries which experience very hot climates, work is often suspended during the hottest part of each
day and recommenced several hours later when temperatures are much cooler. The directors of GHG need to recognise that
climatic conditions not only affect the design of a building but also its construction.
A potentially sensitive issue within regarding the use of local labour in the construction of the hotel lies in the fact that national
holidays and especially religious holidays need to be observed and taken into consideration in any proposed timetable for
construction of the hotel. As regards the operation of a hotel then consideration needs to be given to the different cultures
from which the guests come. For example, this will require a detailed consideration of menus to be offered. However, it might
well be the case that the local population might be unwilling to prepare dishes comprising ingredients which are unacceptable
to their culture due to, for example, religious beliefs.
(Note: other relevant factors would be acceptable.)

正确答案：

(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.