(c) Outline the problems with references. (7 marks)(15 marks)

正确答案：
(b) Assertive behaviour on the other hand is based on equality and co-operation. It involves standing up for one’s own rights and needs but also respects the rights and needs of others. It is not overbearing or aggressive but can be described as clear, honest and direct communication.
Assertive individuals defend their rights in a way that does not violate another individual’s rights. They express their needs,wants, opinions, feelings and beliefs in direct and appropriate ways.
Characteristics of assertive behaviour include statements that are short, clear and to the point, distinctions made between fact and opinion, suggestions weighted with advice and evidence. Constructive criticism is the norm and offered without blame or assumptions. Questions to establish the wishes, opinions and thoughts of others are used as ways of getting around problems. There are no ‘ought’ or ‘should’ conditions, the first statement is often held, the individual’s own feelings are expressed and not those of others. Assertive behaviour can be successful if it displays a willingness to deliver a mutual compromise as an aid to achieving a clear objective.

正确答案：
(b) Perfect Shopper currently has a relatively short upstream supply chain. They are bulk purchasers from established suppliers
of branded goods. Their main strength at the moment is to offer these branded goods at discounted prices to neighbourhood
shops that would normally have to pay premium prices for these goods.
In the upstream supply chain, the issue of branding is a significant one. At present, Perfect Shopper only provides branded
goods from established names to its customers. As far as the suppliers are concerned, Perfect Shopper is the customer and
the company’s regional warehouses are supplied as if they were the warehouses of conventional supermarkets. Perfect
Shopper might look at the following restructuring opportunities within this context:
– Examining the arrangements for the delivery of products from suppliers to the regional warehouses. At present this is in
the hands of the suppliers or contractors appointed by suppliers. It appears that when Perfect Shopper was established
it decided not to contract its own distribution. This must now be open to review. It is likely that competitors have
established contractual arrangements with logistics companies to collect products from suppliers. Perfect Shopper must
examine this, accompanied by an investigation into downstream distribution. A significant distribution contract would
probably include the branding of lorries and vans and this would provide an opportunity to increase brand visibility and
so tackle this issue at the same time.
– Contracting the supply and distribution of goods also offers other opportunities. Many integrated logistics contractors also
supply storage and warehousing solutions and it would be useful for Perfect Shopper to evaluate the costs of these.
Essentially, distribution, warehousing and packaging could be outsourced to an integrated logistics company and Perfect
Shopper could re-position itself as a primarily sales and marketing operation.
– Finally, Perfect Shopper must review how it communicates orders and ordering requirements with its suppliers. Their
reliance on supplier deliveries suggests that the relationship is a relatively straightforward one. There may be
opportunities for sharing information and allowing suppliers access to forecasted demand. There are many examples
where organisations have allowed suppliers access to their information to reduce costs and to improve the efficiency of
the supply chain as a whole.
The suggestions listed above assume that Perfect Shopper continues to only supply branded goods. Moving further upstream
in the supply chain potentially moves the company into the manufacture and supply of goods. This will raise a number of
significant issues about the franchise itself.
At present Perfect Shopper has, by necessity, concentrated on branded goods. It has not really had to understand how these
goods sell in specific locations because it has not been able to offer alternatives. The content of the standing order reflects
how the neighbourhood shop wishes to compete in its locality. However, if Perfect Shopper decides to commission its own
brand then the breadth of products is increased. Neighbourhood shops would be able to offer ‘own brand’ products to compete
with supermarkets who also focus on own brand products. It would also increase the visibility of the brand. However, Perfect
Shopper must be sure that this approach is appropriate as a whole. It could easily produce an own brand that reduces the
overall image of the company and hence devalues the franchise. Much more research is needed to assess the viability ofproducing ‘own brand’ goods.

正确答案：
(d) Many academic studies, together with actual managerial experience, point to the post-acquisition integration phase as being
the key to an acquirer achieving their acquisition objectives. In particular, the creation (or destruction) of shareholder value
rests most heavily on the success of the integration phase, which in turn helps determine whether the acquirer has chosen
the ‘right’ target company and paid the right price for it. One source strongly argues that the capability to manage the
integration of the two organisational sturctures, in particular the conversion of information systems and retention and
motivation of key employees, determines how much value can be extracted from the combined entities. The ability to manage
the integration process will therefore affect the success of the prior phases of the acquisition process – the search for and
screening of potential candidates, the effective carrying out of due diligence, financial evaluation and successful negotiation
of the deal.
Unfortunately, the failure to develop the necessary integration skills dooms many firms to continued failure with their
acquisitions, though some firms are conspicuously successful in developing such a capability and they gain significant
competitive advantage over their less successful competitors and create value for the stakeholders. One explanation for this
conspicuous inability to learn from past acquisition experience, compared with other activities in the value chain, lies with
their infrequency and variety. ‘No acquisition is like another.’ Much of the difficulty however lies in the complex

interrelationship and interdependency between the activities being integrated and a consequent difficulty of knowing what is
causing performance problems. Thus, it is no good communicating all the positives to the customer if there is a failure to
retain and motivate the sales force. To this complexity of integrating different processes is added the problem of developing
appropriate measures of and accurate monitoring of the integration processes. In one study of US bank acquirers, only 40%
had developed specific performance measures for the systems conversion process, despite the critical importance of systems
integration to efficient operation of the combined banks. Key performance indicators need to be set in the areas previously
identified as offering major opportunities for synergies. These synergies will affect both the cost and revenue side of the
business. Real cost reductions are clearly a major reason for the proposed acquisition in view of the competitive environment
faced. Equally relevant are appropriate measures of customer service. Each area will need appropriate key performance
indicators showing priorities and relevant timescales for achievement.
Therefore, there is a critical need to learn from previous experience and the relationship between decisions made, actions
taken and performance outcomes. This knowledge and experience needs to be effectively recorded and shared. It can then
influence the earlier phases of the acquisition referred to above, thus leading to a virtuous circle of better integration and
acquisitions that actually enhance value. In so doing, acquisitions can lead to faster growth and better performance.

正确答案：
(ii) The factors that should be considered in the design of a reward scheme for BGL.
– Whether performance targets should be set with regard to results or effort. It is more difficult to set targets for
administrative and support staff since in many instances the results of their efforts are not easily quantifiable. For
example, sales administrators will improve levels of customer satisfaction but quantifying this is extremely difficult.
– Whether rewards should be monetary or non-monetary. Money means different things to different people. In many
instances people will prefer increased job security which results from improved organisational performance and
adopt a longer term-perspective. Thus the attractiveness of employee share option schemes will appeal to such
individuals. Well designed schemes will correlate the prosperity of the organisation with that of the individuals it
employs.
– Whether the reward promise should be implicit or explicit. Explicit reward promises are easy to understand but in
many respects management will have their hands tied. Implicit reward promises such as the ‘promise’ of promotion
for good performance is also problematic since not all organisations are large enough to offer a structured career
progression. Thus in situations where not everyone can be promoted there needs to be a range of alternative reward
systems in place to acknowledge good performance and encourage commitment from the workforce.
– The size and time span of the reward. This can be difficult to determine especially in businesses such as BGL
which are subject to seasonal variations. i.e. summerhouses will invariably be purchased prior to the summer
season! Hence activity levels may vary and there remains the potential problem of assessing performance when
an organisation operates with surplus capacity.
– Whether the reward should be individual or group based. This is potentially problematic for BGL since the assembly
operatives comprise some individuals who are responsible for their own output and others who work in groups.
Similarly with regard to the sales force then the setting of individual performance targets is problematic since sales
territories will vary in terms of geographical spread and customer concentration.
– Whether the reward scheme should involve equity participation? Such schemes invariably appeal to directors and
senior managers but should arguably be open to all individuals if ‘perceptions of inequity’ are to be avoided.
– Tax considerations need to be taken into account when designing a reward scheme.

正确答案：
(c) The benefits of an activity-based system as the basis for product cost/profit estimation may not be straightforward. A number
of problems may be identified.
The selection of relevant activities and cost drivers may be complicated where there are many activities and cost drivers in
complex business situations.
There may be difficulty in the collection of data to enable accurate cost driver rates to be calculated. This is also likely to
require an extensive data collection and analysis system.
The problem of ‘cost driver denominator level’ may also prove difficult. This is similar to the problem in a traditional volume
related system. This is linked to the problem of fixed/variable cost analysis. For example the cost per batch may be fixed. Its
impact may be reduced, however, where the batch size can be increased without a proportionate increase in cost.
The achievement of the required level of management skill and commitment to change may also detract from the
implementation of the new system. Management may feel that the activity based approach contains too many assumptions
and estimates about activities and cost drivers. There may be doubt as to the degree of increased accuracy which it provides.
(alternative relevant examples and discussion would be acceptable)

正确答案：

(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.)

正确答案：
(b) Share option scheme
The scheme that is best suited to Happy Home Limited is the enterprise management incentive (EMI) scheme. This share
option scheme is aimed at small fast growing companies, and because the potential risks are considered to be higher, the
available rewards are greater.
To qualify, the company must be a trading company, carrying out a qualifying trade in the United Kingdom, with gross assets
no more than ￡30m. The company must not be under the control of another company.
A qualifying company can grant each employee unexercised options over shares worth up to ￡100,000 per employee subject
to a total overall limit of unexercised options of ￡3 million. The options must be granted for commercial reasons to recruit and
retain the employee(s).
A qualifying employee is one who works on average 25 hours per week or 75% of their working time and who does not
(together with his/her associates) have a material interest in the company.
No income tax or national insurance is charged on either the grant or the exercise of the option provided that the option is
exercised not more than 10 years from the date of the grant and the amount paid is not less than the market value of the
shares at the time the option was granted.
On the sale of the shares, capital gains tax will apply, but business asset taper relief is available. Also in this case, the taper
relief starts from the date the option is granted and not from the date of exercise, as is the case with other option schemes.

正确答案：
(c) (1) Acquisition of shares
Status
The acquisition of shares in Tagus LDA will add another associated company to the group. This may have an adverse
effect on the rates of corporation tax paid by the two existing group companies, particularly Tay Limited.
Taxation of profits
Profits will be taxed in Portugal. Any profits remitted to the UK as dividends will be taxable as Schedule D Case V income,
but will attract double tax relief. Double tax relief will be available against two types of tax suffered in Portugal. Credit
will be given for any tax withheld on payments from Tagus LDA to Tay Limited and relief will also be available for the
underlying tax as Tay Limited owns at least 10% of the voting power of Tagus LDA. The underlying tax is the tax
attributable to the relevant profits from which the dividend was paid. Double tax relief is given at the lower rate of the
UK tax and the foreign tax (withholding and underlying taxes) suffered.
Losses
As Tagus LDA is a non-UK resident company, losses arising in Tagus LDA cannot be group relieved against profits of the
two UK companies. Similarly, any UK trading losses cannot be used against profits generated by Tagus LDA.
(2) Acquisition of assets
Status
The business of Tagus will be treated as a branch of Tay Limited i.e. an extension of the UK company’s activities. The
number of associated companies will be unaffected.
Taxation of profits
Tay Limited will be treated as having a permanent establishment in Portugal. Profits attributable to the Tagus business
will thus still be taxed in Portugal. In addition, the profits will be taxed in the UK as trading income. Double tax relief
will be available for the tax already suffered in Portugal at the lower of the two rates.
Capital allowances will be available. As the assets in question will not previously have been subject to a claim for UK
capital allowances, there will be no cost restriction and the consideration attributable to each asset will form. the basis
for the capital allowance claim.
Losses
The Tagus trade is part of Tay Limited’s trade, so any losses incurred by the Portuguese trade will automatically be offset
against the trading profits of the UK trade, and vice versa.

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.

正确答案：
(ii) Consultation – it may not be possible to hold extensive consultations on specialist issues within a small firm, due to a
lack of specialist professionals. There may be a lack of suitably experienced peers to discuss issues arising on client
engagements. Arrangements with other practices for consultation may be necessary.
Training/Continuing Professional Development (CPD) – resources may not be available, and it is expensive to establish
an in-house training function. External training consortia can be used to provide training/CPD for qualified staff, and
training on non-exam related issues for non-qualified staff.
Review procedures – it may not be possible to hold an independent review of an engagement within the firm due to the
small number of senior and experienced auditors. In this case an external review service may be purchased.
Lack of specialist experience – where special skills are needed within an engagement; the skills may be bought in, for
example, by seconding staff from another practice. Alternatively if work is too specialised for the firm, the work could be
sub-contracted to another practice.
Working papers – the firm may lack resources to establish an in-house set of audit manuals or standard working papers.
In this case documentation can be provided by external firms or professional bodies.

正确答案：B
解析：文章第二段最后一句提到On Monday trading, technical factor...as low as 1.57 marks。在星期一的交易中，由于技术的原因导致美元进一步下跌，只得以低于1.57marks的价格上市。

正确答案：
(d) (i) Job rotation is the planned rotation of staff between jobs and tasks to reduce monotony and boredom and provide fresh opportunities and challenges. This could be a useful way of encouraging employees at Bailey’s alongside enrichment and enlargement. Rotation would encourage better understanding between employees at Bailey’s. It takes two forms,the transfer to another job after some time in an existing job and the introduction of another individual to the job being vacated, or as a form. of training where individuals are moved through different jobs to learn new skills.

正确答案：
(b) In many ways Six Sigma started out as a quality control methodology. It focused on measurement and the minimisation of
faults through pursuing Six Sigma as a statistical measure of some aspects of organisational performance. However, Six Sigma
has developed into something much more than a process control technique. It includes a problem-solving process called
DMAIC and a comprehensive toolkit ranging from brainstorming to balanced scorecards and process dashboards. It also has
defined team roles for managers and employees, often with martial arts names such as Black Belt, Green Belt and Master
Black Belt.
Six Sigma was first used in organisations in the early 1990s. However, it was its adoption and promotion by Jack Welch, the
CEO of GE that brought Six Sigma wider publicity. He announced that ‘Six Sigma is the most important initiative GE has ever
undertaken’. As Paul Harmon comments, ‘Welch’s popularity with the business press, and his dynamic style, guaranteed that
Six Sigma would become one of the hot management techniques of the late 1990s’.
Six Sigma uses an approach called DMAIC in its problem solving process. This stands for Define, Measure, Analyse, Improve
and Control. Three aspects of this are considered below in the context of how they would address the problems at UPC.
Defining the problem
Part of defining the problem is the identification of the customer. It is important to understand what customers really want
and value and one of the main themes of Six Sigma is its focus on the customer. Six Sigma explicitly recognises the ‘voice of
the customer’ (VOC) in its approach. In the UPC situation quality requirements are currently defined by the physical condition
of the goods and by the alignment of the image. However, this may be a limiting view of quality because there is no evidence

of any systematic investigation of the requirements of the customer. Solving these problems may not lead to any significant
long-term gain; they may be quickly replaced by other ‘quality issues’. Furthermore, the customer is also perceived in a limited
way. These quality requirements are in the eye of the gift shop owner who is interested in saleable products. The end customer
– the consumer – who buys and uses the product may have other requirements which can also be addressed at this time.
By considering the VOC the problem and scope of the project becomes re-defined and the solution of the problems potentially
more valuable.
Measurement
Measurement is fundamental to Six Sigma. This includes the gathering of data to validate and quantify the problem. The
creation of the inspection team was based on initial evidence about an increase in breakages. This needs to be quantified.
The inaccurate printing of the image had been quantified as 500 units per month, out of the 250,000 shipped out of the
company. This equates to a failure rate of 0·2%, so that 99·8% of items are shipped with a correctly aligned image. This
sounds quite reasonable but it still raises issues and complaints that have to be dealt with, as well as creating wastage costs
of $10,000 per month. The problem is that even a relatively low percentage of defects can lead to a lot of unhappy customers.
Aiming for Six Sigma would reduce defects down to about one faulty item per month, reducing the wastage cost to $20.
Analysis
Analysis is concerned with understanding the process to find the root cause. Six Sigma focuses on processes and their
analysis. Analysis concerns methods, machines, materials, measures, Mother Nature and people. The alignment problem
needs investigation to find out what causes the imaging machine to irregularly produce misaligned images. Management
currently appear to blame the machine but it may be due to the way that certain people load the machine. The analysis of
the breakages is particularly important. It is unclear at present where these breakages occur (for example, are some of the
items broken before they leave UPC’s despatch facility) or are they all broken in transit? Neither is it understood why the
breakages occur. Management appear to blame the packers for packing incorrectly and not following the correct method.
However, it may be that the material is just not strong enough to withstand heavy handling by couriers who are outside the
control of UPC. Additionally, the breakages may be due to some manufacturing problem or raw material imperfection in the
items that break. Six Sigma stresses understanding the problem before solving it.
Although DMAIC has been selected as the framework for the sample answer, focusing on other aspects of Six Sigma would
be acceptable – as long as they are presented in the context of the UPC scenario.

正确答案：
(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.

正确答案：
(b) The relative performance of GBC and TTC is difficult to assess due to the following:
(i) They would appear to have differing objectives. GBC provides free transport for senior citizens and charges lower fares
than TTC. GBC also uses environmentally friendly fuel. Each of these factors inhibits a direct comparison of the two
organisations.
(ii) The organisations are funded differently. It is evident that TTC uses loan finance to fund operations which gives rise to
interest charges which are not incurred by GBC. On the other hand GBC is funded by the government.
(iii) TTC has higher fixed asset values which precipitate much higher depreciation charges.
(iv) There is also a lack of non-financial performance indicators such as the number of on-time arrivals, number of accidents,
complaints re passenger dissatisfaction, staff turnover, adherence to relevant legislation, convenience of pick-up/drop-off
points etc.
The following items of additional information would assist in assessing the financial and operating performance of the two
companies:
(1) The number of staff employed by each organisation would assist in the assessment of the financial and operating
performance. Ratios such as revenue generated per employee and operating costs per employee might provide useful
comparators of financial and operating efficiency.
(2) Safety and accident records of each organisation would give an indication of the reliability and safety afforded to
passengers by each organisation. Passenger safety is of paramount importance to all passenger transport businesses.
(3) Records of late/cancelled buses together with the number of complaints received from the passengers would provide an
indication of the efficiency of the service provided by each organisation.
(4) The accessibility of the services, location of pick-up/drop-off points would provide an indication of the flexibility of service
delivery provided by each organisation.
(5) The comfort, cleanliness and age of the respective bus fleets would provide a further indication of the level of service
quality provided by each organisation.
(6) The fuel emission levels of the buses operated by each organisation would provide an indication of the extent of their
‘social responsibility’.
Notes: (i) Only three items of additional information were required.
(ii) Alternative relevant discussion and examples would be acceptable.

正确答案：
(b) A central feature of many performance measurement systems is the widespread use of league tables that display each
business unit’s performance relative to one another. In the case of service organisations such as TSC the use of league tables
emphasises the company’s critical success factors of profitability and quality of service by reporting results on a weekly basis
at the depot level. The fact that such league tables are used by management will actively encourage competition, in terms of
performance, among depots. The individual position of a business unit in the league table is keenly observed both by the
manager of that unit and his/her peers.
In theory, performance is transparent. In practice although each depot performs essentially the same function and is subject
to the same modes of measurement, circumstances pertaining to different business units may vary significantly. Some depots
may be situated near to the hub (main distribution centre), some may be located far away and some may be in urban zones
with well developed road networks whilst others may be in remote rural areas. Measuring performance via a league table
makes no allowance whatsoever for these relative differences, hence, inequality is built into the performance measurement
system.
Moreover, depot managers might be held responsible for areas over which they have no formal control. The network nature
of the business suggests that there will be a high degree of interdependence of depots; the depot responsible for collection
will very often not be the depot responsible for delivery. Therefore, it is frequently the case that business may be gained for
which the collecting depot receives the revenue, but for which the delivering depot bears the cost. Obviously this impacts
upon the profit statements of both depots. The formal system might not recognise such difficulties, the corporate view being
that ‘the business needs to be managed’; the depots should therefore see any such anomalies as mild constraints to work
around rather than barriers to break down. In such circumstances delivering depots and collecting depots should discuss such
problems on an informal basis. Such informal discussions are aided by close communications between depots recognising
the interdependencies of the business.

正确答案：
(b) An illustration of each of the problems using the data from the Battamould division/TRG scenario is as follows:
Meeting only the lowest targets
– In the scenario, the budgeted variable cost of $200 per tonne has been agreed. There is no specific incentive for the
Bettamould division to try to achieve a better level of performance.
Using more resources than necessary
– In the scenario, the current budget allows for 5% machine idle time. There is evidence that a move to outsourcing
machine maintenance from a specialist company could help reduce idle time levels and permit annual output in excess
of 100,000 tonnes.
Making the bonus – whatever it takes
– At present, the only sanction/incentive is to achieve 100,000 tonnes of output. There is no mention of any sanction for
example, if processing losses (and hence costs) rise to 20% of material inputs.
Competing against other divisions, business units and departments
– At present, the Bettamould division sources its materials from chosen suppliers who have been used for some years.
There is evidence that materials of equal specification could be sourced for 40% of the annual requirement from another
TRG division which has spare capacity. Why has this not been investigated?
Ensuring that what is in the budget is spent
– In the Bettamould scenario, there is a fixed cost budget allowance of $50,000,000. We are told in the question that
salaries of all employees and management are paid on a fixed salary basis. Bettamould’s management will not want a
reduction in the fixed budget allowance, since this could lead to the need to reduce the number of employees, which
they may see as having a detrimental effect on the ability of the division to meet its annual budget output target of
100,000 tonnes.
Providing inaccurate forecasts
– In the scenario there may have been deliberate efforts to increase the agreed budget level of aspects of measures and
costs. For example, by putting forward the argument that the budget requirement of 15% processing losses is acceptable
because of the likelihood that ageing machinery will be less effective in the coming budget period.
Meeting the target but not beating it
– In the scenario the bonus of 5% of salary is payable as long as the 100,000 tonnes of output is achieved. This does
not require that actual results will show any other aspects of the budget being improved upon. For example there is no
need to consider a reduction in the current level of quality checks (25% of daily throughput) to the 10% level that current
evidence suggests is achieved by competitor companies. The current budget agreement allows the Bettamould division
to transfer its output to market based profit centres at $200 + $500 = $700 per tonne. There is no specified penalty
if costs exceed this target level.
Avoiding risks
– Bettamould has not yet incorporated the changes listed in note 4 in the question. For example why has the sourcing of
40% of required materials from another TRC division not been quantified and evaluated. It is possible that the division
with spare capacity could supply the material at cost (possibly based on marginal cost) which would be less than
currently paid to a supplier external to TRC. It may be that Bettamould have not pursued this possibility because of risk
factors relating to the quality of the material transferred or its continued availability where the supplying division had an
upturn in the level of more profitable external business.

正确答案：
(ii) Provision of protection: company or individual
If any of the policies are taken out and paid for by Henry personally, then there will be no tax relief on the premiums,
but neither will there normally be any tax payable on the proceeds or benefits received.
If Happy Home Ltd were to pay the premiums on a policy taken out by Henry, and of which he was the direct beneficiary,
then this will constitute a benefit, on the grounds that the company will have satisfied a personal liability of Henry’s.
Accordingly, income tax and Class 1A national insurance contributions will be payable on the benefit.
If, however, Happy Home Ltd were to decide to offer protection benefits to their employees on a group basis (and not
just to Henry), then it would be possible to avoid a charge under the benefits rules and/or obtain a lower rate of premium
under a collective policy. For example:
– A death in service benefit of up to four times remuneration can be provided as part of an approved pension scheme.
No benefit charge arises on Henry and any lump sum will be paid tax free. This could be considered a substitute
for a term assurance policy.
– If a group permanent health insurance policy were taken out, no benefit charge would arise on Henry, but any
benefits payable under the policy would be paid to Happy Home Ltd in the first instance. When subsequently paid
on to Henry, such payments would be treated as arising from his employment and subject to PAYE and national
insurance as for normal salary payments.
– If a group critical illness policy were taken out, again no benefit charge would arise on Henry, but in this case also,
any benefits received by Henry directly from Happy Home Ltd as a result of the payments under the policy would
be considered as derived from his employment and subject to income tax and national insurance. Such a charge
to tax and national insurance would however be avoided if these payments were made in terms of a trust.

正确答案：

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

正确答案：
(b) Recruitment service
IFAC’s Code of Ethics for Professional Accountants does not prohibit firms from offering a recruitment service to client
companies. However several ethical problems could arise if the service were offered. The severity of these problems would
depend on the exact nature of the service provided, and the role of the person recruited into the client’s organisation.
Specific ethical threats could include:
Self-interest – clearly the motive for Becker & Co to offer this service is to generate income from audit clients, thereby creating
a financial self-interest threat. The amount received for the recruitment service depends on the magnitude of the salary of the
person employed. The more senior the person recruited, the higher their salary is likely to be, and therefore the higher the
fee to be paid to Becker & Co.
In addition, the firm could be tempted to advise positively on the recruitment of an individual merely to receive the relevant
recruitment fee, without properly considering the suitability of the person for the role.
Familiarity – when performing the audit, the auditors may be less likely to criticise or challenge the work performed by a
person they helped to recruit, as any significant problems discovered may make the recruitment appear ill-advised.
Management involvement – there is also a threat that the audit firm could be perceived to be making management decisions
by selecting employees. The firm could offer services such as reviewing the professional qualifications of a number of
applicants, and providing advice on the applicant’s suitability for the post. In addition the firm could draw up a shortlist of
candidates for interview, using criteria specified by the client. However in all cases, the final decision as to whom to hire must
be made by the client, as the audit firm should not make, or be perceived to be making, management decisions.
The threats discussed above would increase in significance if the recruitee took on a role in key management pertaining to
the finance function, such as finance director or financial controller. The threats would be less severe if the audit firm advised
on the recruitment of a junior member of the client’s finance function.
If these threats could not be reduced to a level less than clearly insignificant, then the recruitment service should not be
offered.
Commercial evaluation
The firm should consider whether there is likely to be much demand for the potential service before developing such a
resource. Some form. of market research is essential.
Offering this type of service represents a significant departure from normal audit services. The firm should consider whether
there is sufficient knowledge and expertise to offer a recruitment service. Ingrid Sharapova seems to have some experience,
but her skills may be out of date, and may not be specifically relevant to the recruitment of finance professionals. It may be
that considerable training and possibly the attainment of a new professional qualification relevant to recruitment may be
necessary for a credible service to be offered to clients.
If the recruitment service proved successful, then Ingrid could be faced with too much work as she is the only person with
relevant experience, and has no one to delegate to. If the firm decides to offer this service, then one other person should
receive appropriate training, to cover for Ingrid’s holidays and any sick leave, and to provide someone for Ingrid to delegate
to. The financial cost of such training should be considered.
Finally, Becker & Co should consider the potential damage to the firm’s reputation if the service offered is not of a high quality.
If the partners decide to pursue this business opportunity, they may wish to consider setting it up as a separate entity, so that
if the business fails or its reputation is questioned, the damage to Becker & Co would be minimised.