(ii) the directors agree to disclose the note. (4 marks)
第1题:
Explain the grounds upon which a person may be disqualified under the Company Directors Disqualification Act 1986.(10 marks)
The Company Directors Disqualification Act (CDDA) 1986 was introduced to control individuals who persistently abused the various privileges that accompany incorporation, most particularly the privilege of limited liability. The Act applies to more than just directors and the court may make an order preventing any person (without leave of the court) from being:
(i) a director of a company;
(ii) a liquidator or administrator of a company;
(iii) a receiver or manager of a company’s property; or
(iv) in any way, whether directly or indirectly, concerned with or taking part in the promotion, formation or management of a company.
The CDDA 1986 identifies three distinct categories of conduct, which may, and in some circumstances must, lead the court to disqualify certain persons from being involved in the management of companies.
(a) General misconduct in connection with companies
This first category involves the following:
(i) A conviction for an indictable offence in connection with the promotion, formation, management or liquidation of a company or with the receivership or management of a company’s property (s.2 of the CDDA 1986). The maximum period for disqualification under s.2 is five years where the order is made by a court of summary jurisdiction, and 15 years in any other case.
(ii) Persistent breaches of companies legislation in relation to provisions which require any return, account or other document to be filed with, or notice of any matter to be given to, the registrar (s.3 of the CDDA 1986). Section 3 provides that a person is conclusively proved to be persistently in default where it is shown that, in the five years ending with the date of the application, he has been adjudged guilty of three or more defaults (s.3(2) of the CDDA 1986). This is without prejudice to proof of persistent default in any other manner. The maximum period of disqualification under this section is five years.
(iii) Fraud in connection with winding up (s.4 of the CDDA 1986). A court may make a disqualification order if, in the course of the winding up of a company, it appears that a person:
(1) has been guilty of an offence for which he is liable under s.993 of the CA 2006, that is, that he has knowingly been a party to the carrying on of the business of the company either with the intention of defrauding the company’s creditors or any other person or for any other fraudulent purpose; or
(2) has otherwise been guilty, while an officer or liquidator of the company or receiver or manager of the property of the company, of any fraud in relation to the company or of any breach of his duty as such officer, liquidator, receiver or manager (s.4(1)(b) of the CDDA 1986).
The maximum period of disqualification under this category is 15 years.(b) Disqualification for unfitness
The second category covers:
(i) disqualification of directors of companies which have become insolvent, who are found by the court to be unfit to be directors (s.6 of the CDDA 1986). Under s. 6, the minimum period of disqualification is two years, up to a maximum of 15 years;
(ii) disqualification after investigation of a company under Pt XIV of the CA 1985 (it should be noted that this part of the previous Act still sets out the procedures for company investigations) (s.8 of the CDDA 1986). Once again, the maximum period of disqualification is 15 years.
Schedule 1 to the CDDA 1986 sets out certain particulars to which the court is to have regard in deciding whether a person’s conduct as a director makes them unfit to be concerned in the management of a company. In addition, the courts have given indications as to what sort of behaviour will render a person liable to be considered unfit to act as a company director. Thus, in Re Lo-Line Electric Motors Ltd (1988), it was stated that:
‘Ordinary commercial misjudgment is in itself not sufficient to justify disqualification. In the normal case, the conduct complained of must display a lack of commercial probity, although . . . in an extreme case of gross negligence or total incompetence, disqualification could be appropriate.’
(c) Other cases for disqualification
This third category relates to:
(i) participation in fraudulent or wrongful trading under s.213 of the Insolvency Act (IA)1986 (s.10 of the CDDA 1986);
(ii) undischarged bankrupts acting as directors (s.11 of the CDDA 1986); and
(iii) failure to pay under a county court administration order (s.12 of the CDDA 1986).
For the purposes of most of the CDDA 1986, the court has discretion to make a disqualification order. Where, however, a person has been found to be an unfit director of an insolvent company, the court has a duty to make a disqualification order (s.6 of the CDDA 1986). Anyone who acts in contravention of a disqualification order is liable:
(i) to imprisonment for up to two years and/or a fine, on conviction on indictment; or
(ii) to imprisonment for up to six months and/or a fine not exceeding the statutory maximum, on conviction summarily (s.13 of the CDDA 1986).
第2题:
(ii) Describe the basis for the calculation of the provision for deferred taxation on first time adoption of IFRS
including the provision in the opening IFRS balance sheet. (4 marks)
第3题:
(b) When a director retires, amounts become payable to the director as a form. of retirement benefit as an annuity.
These amounts are not based on salaries paid to the director under an employment contract. Sirus has
contractual or constructive obligations to make payments to former directors as at 30 April 2008 as follows:
(i) certain former directors are paid a fixed annual amount for a fixed term beginning on the first anniversary of
the director’s retirement. If the director dies, an amount representing the present value of the future payment
is paid to the director’s estate.
(ii) in the case of other former directors, they are paid a fixed annual amount which ceases on death.
The rights to the annuities are determined by the length of service of the former directors and are set out in the
former directors’ service contracts. (6 marks)
Required:
Draft a report to the directors of Sirus which discusses the principles and nature of the accounting treatment of
the above elements under International Financial Reporting Standards in the financial statements for the year
ended 30 April 2008.
第4题:
(c) Critically discuss FOUR principal roles of non-executive directors and explain the potential tensions between
these roles that WM’s non-executive directors may experience in advising on the disclosure of the
overestimation of the mallerite reserve. (12 marks)
第5题:
(ii) Describe the claim of each of the four identified stakeholders. (4 marks)
第6题:
(b) Identify and explain THREE approaches that the directors of Moffat Ltd might apply in assessing the
QUALITATIVE benefits of the proposed investment in a new IT system. (6 marks)
第7题:
(iii) whether you agree or not with the statement of the production director. (3 marks)
第8题:
(iii) Whether or not you agree with the statement of the marketing director in note (9) above. (5 marks)
Professional marks for appropriateness of format, style. and structure of the report. (4 marks)
(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.)
第9题:
(ii) equipment used in the manufacture of Bachas Blue; and (4 marks)
第10题:
(ii) Deema Co. (4 marks)
第11题:
(ii) State the principal audit procedures to be performed on the consolidation schedule of the Rosie Group.
(4 marks)
第12题:
is to be made
is going to direct
should be paid
would have to pay
第13题:
(ii) Analyse why moving to a ‘no frills’ low-cost strategy would be inappropriate for ONA.
Note: requirement (b) (ii) includes 3 professional marks (16 marks)
第14题:
(c) the deferred tax implications (with suitable calculations) for the company which arise from the recognition
of a remuneration expense for the directors’ share options. (7 marks)
第15题:
(c) Discuss the ethical responsibility of the company accountant in ensuring that manipulation of the statement
of cash flows, such as that suggested by the directors, does not occur. (5 marks)
Note: requirements (b) and (c) include 2 professional marks in total for the quality of the discussion.
第16题:
(ii) Explain why the disclosure of voluntary information in annual reports can enhance the company’s
accountability to equity investors. (4 marks)
第17题:
(ii) Explain the ethical tensions between these roles that Anne is now experiencing. (4 marks)
第18题:
(ii) Briefly discuss FOUR non-financial factors which might influence the above decision. (4 marks)
第19题:
(b) Explain FIVE critical success factors to the performance of HSC on which the directors must focus if HSC is
to achieve success in its marketplace. (10 marks)
第20题:
(ii) Calculate the chargeable gain arising as a consequence of Jan accepting Jumper’s offer. (4 marks)
第21题:
(ii) Describe the procedures to verify the number of serious accidents in the year ended 30 November 2007.
(4 marks)
第22题:
(c) Identify and discuss the implications for the audit report if:
(i) the directors refuse to disclose the note; (4 marks)
第23题:
(ii) Recommend further audit procedures that should be carried out. (4 marks)