(c) Mr Cobar, the chief executive of SHC, has decided to draft two alternative statements to explain both possibleoutcomes of the secrecy/licensing decision to shareholders. Once the board has decided which one to pursue,the relevant draft will be include

1 The scientists in the research laboratories of Swan Hill Company (SHC, a public listed company) recently made a very

important discovery about the process that manufactured its major product. The scientific director, Dr Sonja Rainbow,

informed the board that the breakthrough was called the ‘sink method’. She explained that the sink method would

enable SHC to produce its major product at a lower unit cost and in much higher volumes than the current process.

It would also produce lower unit environmental emissions and would substantially improve product quality compared

to its current process and indeed compared to all of the other competitors in the industry.

SHC currently has 30% of the global market with its nearest competitor having 25% and the other twelve producers

sharing the remainder. The company, based in the town of Swan Hill, has a paternalistic management approach and

has always valued its relationship with the local community. Its website says that SHC has always sought to maximise

the benefit to the workforce and community in all of its business decisions and feels a great sense of loyalty to the

Swan Hill locality which is where it started in 1900 and has been based ever since.

As the board considered the implications of the discovery of the sink method, chief executive Nelson Cobar asked

whether Sonja Rainbow was certain that SHC was the only company in the industry that had made the discovery and

she said that she was. She also said that she was certain that the competitors were ‘some years’ behind SHC in their

research.

It quickly became clear that the discovery of the sink method was so important and far reaching that it had the

potential to give SHC an unassailable competitive advantage in its industry. Chief executive Nelson Cobar told board

colleagues that they should clearly understand that the discovery had the potential to put all of SHC’s competitors out

of business and make SHC the single global supplier. He said that as the board considered the options, members

should bear in mind the seriousness of the implications upon the rest of the industry.

Mr Cobar said there were two strategic options. Option one was to press ahead with the huge investment of new plant

necessary to introduce the sink method into the factory whilst, as far as possible, keeping the nature of the sink

technology secret from competitors (the ‘secrecy option’). A patent disclosing the nature of the technology would not

be filed so as to keep the technology secret within SHC. Option two was to file a patent and then offer the use of the

discovery to competitors under a licensing arrangement where SHC would receive substantial royalties for the twentyyear

legal lifetime of the patent (the ‘licensing option’). This would also involve new investment but at a slower pace

in line with competitors. The licence contract would, Mr Cobar explained, include an ‘improvement sharing’

requirement where licensees would be required to inform. SHC of any improvements discovered that made the sink

method more efficient or effective.

The sales director, Edwin Kiama, argued strongly in favour of the secrecy option. He said that the board owed it to

SHC’s shareholders to take the option that would maximise shareholder value. He argued that business strategy was

all about gaining competitive advantage and this was a chance to do exactly that. Accordingly, he argued, the sink

method should not be licensed to competitors and should be pursued as fast as possible. The operations director said

that to gain the full benefits of the sink method with either option would require a complete refitting of the factory and

the largest capital investment that SHC had ever undertaken.

The financial director, Sean Nyngan, advised the board that pressing ahead with investment under the secrecy option

was not without risks. First, he said, he would have to finance the investment, probably initially through debt, and

second, there were risks associated with any large investment. He also informed the board that the licensing option

would, over many years, involve the inflow of ‘massive’ funds in royalty payments from competitors using the SHC’s

patented sink method. By pursuing the licensing option, Sean Nyngan said that they could retain their market

leadership in the short term without incurring risk, whilst increasing their industry dominance in the future through

careful investment of the royalty payments.

The non-executive chairman, Alison Manilla, said that she was looking at the issue from an ethical perspective. She

asked whether SHC had the right, even if it had the ability, to put competitors out of business.

Required:

(a) Assess the secrecy option using Tucker’s model for decision-making. (10 marks)

听力原文：M: Good morning! This is a demand draft for one thousand American dollars. May I have it discounted here?

W: Sorry, immediate encashment of a foreign bill is not allowed. You may entrust it to us for collection. But it takes time.

Q: What should the man do if he wants to get the payment of the draft?

(18)

A．He has to show the clerk his passport.

B．He has to entrust the draft for collection to the bank.

C．He has to fill in some forms.

D．He has to endorse the draft.

By the time Robert()writing the first draft of his paper, most of the other students will be completing their final draft.

A、finishes

B、has finished

C、finished

D、finishing

(a) Contrast the role of internal and external auditors. (8 marks)

(b) Conoy Co designs and manufactures luxury motor vehicles. The company employs 2,500 staff and consistently makes a net profit of between 10% and 15% of sales. Conoy Co is not listed; its shares are held by 15 individuals, most of them from the same family. The maximum shareholding is 15% of the share capital.

The executive directors are drawn mainly from the shareholders. There are no non-executive directors because the company legislation in Conoy Co’s jurisdiction does not require any. The executive directors are very successful in running Conoy Co, partly from their training in production and management techniques, and partly from their ‘hands-on’ approach providing motivation to employees.

The board are considering a significant expansion of the company. However, the company’s bankers are

concerned with the standard of financial reporting as the financial director (FD) has recently left Conoy Co. The board are delaying provision of additional financial information until a new FD is appointed.

Conoy Co does have an internal audit department, although the chief internal auditor frequently comments that the board of Conoy Co do not understand his reports or provide sufficient support for his department or the internal control systems within Conoy Co. The board of Conoy Co concur with this view. Anders & Co, the external auditors have also expressed concern in this area and the fact that the internal audit department focuses work on control systems, not financial reporting. Anders & Co are appointed by and report to the board of Conoy Co.

The board of Conoy Co are considering a proposal from the chief internal auditor to establish an audit committee.

The committee would consist of one executive director, the chief internal auditor as well as three new appointees.

One appointee would have a non-executive seat on the board of directors.

Required:

Discuss the benefits to Conoy Co of forming an audit committee. (12 marks)

The purchaser of a draft/documents presented under a straight documentary credit only has the right ______.

A．to protest the issuing bank

B．to present the drafts/documents on behalf of the beneficiary

C．to purchase the beneficiary's drafts/documents

D．to present the draft/documents by himself

听力原文：If a customer informs his bank that a draft which has been issued to him has been lost, the drawee bank should be noticed immediately.

(8)

A．The customer should first notify the drawee bank of the loss of his draft.

B．The customer should first notify the drawer bank of the loss of his draft.

C．The customer should first notify the remitting bank of the loss of his draft.

D．The customer should first notify the collecting bank of the loss of his draft.

Tony: Eric has decided to quit drinking.

David: Again? ______

A、It's a difficult decision to make.

B、Alcohol-addiction is dangerous.

C、I wonder how long it will last this time.

D、He's an alcohol addict.

A double male coupling is one that ______.

A.has left hand twist

B.has inside threads on both ends

C.has outside threads on both ends

D.takes two men to operate