高顿名师讲解2013年ACCA考试P1 International codes知识点
ACCA考试(P1专业会计师)考前总结7
2014年ACCA考试（P1专业会计师）考前总结7本文由高顿ACCA整理发布，转载请注明出处Internal Control and ReviewInternal control: Definition/Importance/ObjectivesDefinition/Importance(Definition)Internal control is any action taken by management to enhance the likelihood that established objectives and goals will be achieved. Management plans, organizes and directs the performance of sufficient actions to provide reasonable assurance that objectives and goals will be achieved. Thus the control is the result of proper planning, organizing and directing of management. Controls attempt to ensure that risks and those factors which stop the achievement of company objectives are minimized.(Importance)(1) Internal control and risk management are fundamental components of good corporate governance.(2) Good corporate governance means that the board must identify and manage all risks within a company.(3) In terms of risk management, internal control systems span financial, operational, and other areas i.e. all the activities of the company.(4) However, internal control system are only as good as the people using them.Objectives(APB)(1) The orderly and efficient conduct of its business, including adhere to internal policies.(2) The safeguarding of assets.(3) The preventing and detection of fraud and error.(4) The accuracy and completeness of the accounting records.(5) The timely preparation of financial information.(COSO)(1) Effectiveness and efficiency of operations.(2) Reliability of financial reporting.(3) Compliance with applicable laws and regulations.Roles in risk managementResponsibility for internal control is not simply an executive management role. All employees have some responsibility for monitoring and maintaining internal controls.(1) Board of directors: Ensuring adequacy and effectiveness of internal control system.(2) Senior executive management: Setting internal control policies; Monitoring effectiveness of internal control system.(3) Heads of business units: Establishing specific internal control policies and procedures.(4) All employees: Operating and adhering to internal controls.Elements/Components of internal control system (COSO framework)Control Environment(1) It describes the ethics and culture of the organization, which provide a framework with which other aspects of internal control operate.(2) It is the attitude and actions of the board and management regarding the significance of control within the organization.(3) It provides the discipline and structure of the achievement of the primary objectives of the system of internal control.(4) It includes: (a) management’s philosophy and operating style; (b) organization structure; (c) Assignment of authority and responsibility; (d) human resources policies and practices; (e) competence of personnel.Risk Assessment(1) There is a connection between the objectives of an organization and the risks to which it is exposed.(2) The risks involved in achieving those objectives should be identified and assessed.(3) Risk assessment should form the basis for deciding how the risks should be managed.Control Activities(1) These are policies and procedures that ensure that the decisions and instructions of management are carried out.(2) Control activities include: (a) authorizations; (b) verifications; (c) reconciliations; (d) approvals; (e) segregation of duties; (f) performance reviews etc.(3) These control activities are commonly referred to as internal controls.Information and Communication(1) An organization must gather information and communicate it to the right people.(2) Managers need both internal and external information to make decision.(3) The quality of information systems is a key factor.Monitoring(1) The internal control system must be monitored.(2) This element of an internal control system is associated with internal audit.(3) It is important that deficiencies in the internal control system should be identified and reported up to senior management and the board of directors.Internal audit(1) Internal audit is an appraisal or monitoring activity established by management and directors for the review of the accounting and internal control systems as a service to the entity.(2) Internal audit functions by examining, evaluating and reporting to management and directors on the adequacy and effectiveness of components of the accounting and internal control systems.(3) Internal audit is a management control. It reviews the effectiveness of other controls within a company.(4) The work of audit is varied – from reviewing financial controls through checking compliance with legislation.(5) The internal audit department is normally under the control of a chief internal auditor who reports to the audit committee.(Importance)(1) In some situation, it is a statutory requirement to have internal audit.(2) In some situation, it is required to have internal audit by codes of corporate governance.(3) Internal audit provides an independence check on the control systems in a company.(4) Internal audit is a management control.更多ACCA资讯请关注高顿ACCA官网：。
ACCA考试P1——Professional Accountant
ACCA考试P1——Professional Accountant本文由高顿ACCA整理发布，转载请注明出处ACCA考试P1——Professional AccountantP1完全是一个discussion为主的paper,对英文写作能力要求甚高。
Mark allocation 包括了professional marks，也就是我们在回答问题阐述己见的时候一定要做到professional。
对于整个这门课程的syllabus,其实还是蛮简单的，内容不多，包括以下三个部分：1. 公司治理，既corporate governance.2. 内部控制及风险管理3. 职业道德准则及social responsibility理清了这个思路，P1还是很好把握的，需要付出一定的时间及努力罢了。
下面分别详细说明：1．公司治理这个部分包括的东西比较的杂，需要强化记忆的不多，但是应用是非常重要的，ACCA 的考官喜欢问我们某个公司现在存在什么样的公司治理问题，这个就要求我们能够立刻想到Codes of Corporate Governance中对不同的方面的不同要求，然后在case 中进行应用。
主要需要记忆的部分包括：CG的基本原则各个Sub-committee的不同要求，包括人数、role以及qualification等,包括audit committee, remuneration committee, nomination committee还有risk committee非执行董事的职责、特点以及要求（Higgs Report 2003中说明的4点：Strategy, Scrutiny, Risk, People）Stakeholder Groups(stakeholder matrix),不同的分类，只有我们了解了这些基本的stakeholder，才能做出最符合职业道德的判断Agency theory,这个没有什么难点，就是理解的问题。
ACCA考试《专业会计师P1》复习详解2
ACCA考试《专业会计师P1》复习详解2本文由高顿ACCA整理发布，转载请注明出处Impact on the corporate government（1）Including social objectives in the mission statement oforganization is a sign that the board believes that they have significantimpact on corporate strategy.（2）Ethical codes are part of corporate guidance to promote goodcorporate behavior among their employees.（3）Company should report on ethical and social conduct in theirOperation and Financial Review and also may prepare social accounts showing impactof stakeholders.（4）Impact of stakeholders on corporate governance may includerepresentatives from key stakeholder groups on the board.Institutional investor（1）Institutional investors are now the biggest investors in many stockmarkets. They manage funds invested by individuals. Institutional investors canwield great power over the companies in which they invest.（2）The major institutional investors include pension funds, lifeinsurance companies, unit trusts and venture capitals companies.Role & influence（1）The significant role of institutional investors is to promote goodcorporate governance.（2）Due to the size of their shareholdings, institutional investors canexert significant influence on corporate policy.（3）Institutional investors should make a dialogue with companies baseon the mutual understanding of objectives.（4）Institutional investors can use many means to intervene and exerttheir influences on companies, such as voting, calling on extraordinary generalmeeting.（5）The key issue is to increase dominance of investors and contributepositively to corporate governance through concentrating power in a few hands.Principal-agent relationship（1）Under the form of joint-stock, companies are limited by shares. Theseparation of ownership from management makes agency is a significant issue incorporate governance, especially for large companies.（2）The problem of principals （owners）not being able to run thecompany themselves and therefore having to rely on agents （directors）to do sofor them can cause issues if there is a breach of trust by directors who maypursue their own interests rather than he shareholders’。
2013年ACCA新大纲各科目全解析-P1
2013年ACCA新大纲考试科目全介绍overnance,,Risk and Ethics(P1)G overnance相关资源下载：P12012syllabus and study guideP1Pilot Paper Questions and AnswersP12011Dec Exam QuestionP12011Dec Exam Answer科目介绍：P1《公司治理，风险和道德》是ACCA专业核心模块的第一门课程，它总共分为四个部分。
1.介绍在代理关系的环境下，企业的整个治理。
这个部分主要是董事的角色和责任以及外部审计师和内部审计师的角色和责任；2.介绍内部监察、内部控制以及实施有效的治理得到的反馈，包括关于决策和决策支持部门的合规问题；3.介绍管理层如何识别、评估和控制风险；4.介绍在会计师责任的背景下个人的以及职业道德和道德框架-职业价值观以及在各种各样的情况下的职业行为。
近几年考试通过率趋势图：知识结构：科目关联性科目关联性::P1课程主要介绍的是公司治理、风险管理和职业道德这三块内容。
P1的课程与基础阶段的F1课程和F8课程相关内容有密切的联系。
考试形式：P1的考试时长为3小时，分为两个部分，A部分一道题50分为必选题，是案例分析的模式；B部分共有三道题每道25分，可以任选两题作答。
考官介绍：P1考官：David Campbell来自于纽卡斯尔大学，学术背景是战略管理、会计、道德和经济学。
他有很多年的从教和监督经验。
他非常注重公司治理和道德问题。
David从2007年12月开始担任ACCA考官至今。
新旧考纲的主要变化：P1从2011年开始采用了新的科目名称，Governance,Risk and Ethics与旧大纲相比，P1加强了对风险管理的内容，同时包括了在战略层面和运营层面的不同考量。
在2013年的大纲中，考纲做了一些内容的调整，主要增加了一些考点在A以及E中，具体如下：。
ACCA考试中P1、P3、P5的各自内容是什么？
ACCA考试中P1、P3、P5的各自内容是什么？本文由高顿ACCA整理发布，转载请注明出处P1、P3、P5这三门课因为强调实际运用的分析能力，和可以靠计算得分的P2公司报告（Corporate Reporting）课程相比，通常是我们中国学生的弱项。
P1课程名称是公司治理，风险管理及职业操守（Governance，Risks and Ethics）。
这门课是从2007年12月起新大纲最新增加的一门功课。
公司治理、内控和风控、职业道德是现代企业管理课程中非常流行的课题。
很有意思的是，我们有些没有考到这门课就毕业了的老学员现在要求回来听这门课的内容。
P1也是整个专业阶段里面其他课程里涉及到公司治理、内控和风控、职业道德理论考试的基础。
比如P1所学习到的知识到了P2（公司报告）每年的第一大题里会有8到15分是考该课程的理论内容，而P1里面的Corporate Social Responsibilities（企业社会责任）,Stakeholders Theory（利益相关者理论）和Risk Matrix（风险矩阵）在P3（商务分析）和P5（高级业绩管理）里都会再次出现的，考试时如果学生忘记了该部分的理论内容，在P3和P5需要进行分析的时候就会出现欠缺，导致比较难通过。
P3课程名称是商务分析（Business Analysis）。
通过学习真实的案例，学生可以拓宽思维方式和提高分析能力。
我们有些学生不是为了考试，因为自己有家族企业，单独来学习这门课。
P3整本书大概有16套理论可以用模型来做商务分析。
考试时要求学生灵活的运用能力。
我们上课时总结为：掌握必备知识要点；定位战略分析高度；要想理论联系实际；必须充分发散思维；答题牢记12点，活学活用定能通过。
P5课程名称是高级业绩管理（Advanced Performance Management）。
通常要求运用所学的8种绩效评估方法中的一两种，对一家上市公司和一家非牟利机构的绩效进行比较和评估，或者对一家母公司下属的两家不同的分公司绩效进行比较和评估，也有少量内容要求对公司内部员工的绩效进行比较和评估。
ACCA份考试真题(P1)
考试真题（P1）Section A - This ONE question is compulsory and MUST be attempted1 In the 2009 results presentation to analysts,the chief executive of ZPT,a global internet communications company,announced an excellent set of results to the waiting audience.Chief executive Clive Xu announced that, compared to 2008,sales had increased by 50%,profi ts by 100% and total assets by 80%.The dividend was to be doubled from the previous year.He also announced that based on their outstanding performance,the executive directors would be paid large bonuses in line with their contracts.His own bonus as chief executive would be $20 million.When one of the analysts asked if the bonus was excessive,Mr Xu reminded the audience that the share price had risen 45% over the course of the year because of his efforts in skilfully guiding the company.He said that he expected the share price to rise further on the results announcement,which it duly did. Because the results exceeded market expectation,the share price rose another 25% to $52.Three months later,Clive Xu called a press conference to announce a restatement of the 2009 results.This was necessary,he said,because of some 'regrettable accounting errors'.This followed a meeting between ZPT and the legal authorities who were investigating a possible fraud at ZPT.He disclosed that in fact the fi gures for 2009 were increases of 10% for sales,20% for profi ts and 15% for total assets which were all signifi cantly below market expectations.The proposed dividend would now only be a modest 10% more than last year.He said that he expected a market reaction to the restatement but hoped that it would only be a short-term effect.The first questioner from the audience asked why the auditors had not spotted and corrected the fundamental accounting errors and the second questioner asked whether such a disparity between initial and restated results was due to fraud rather than'accounting errors'.When a journalist asked Clive Xu if he intended to pay back the $20 million bonus that had been based on the previous results,Mr Xu said he did not.The share price fell dramatically upon the restatement announcement and,because ZPT was such a large company,it made headlines in the business pages in many countries.Later that month,the company announced that following an internal investigation,there would be further restatements,all dramatically downwards,for the years 2006 and 2007.This caused another mass selling of ZPT shares resulting in a fi nal share value the following day of $1.This represented a loss of shareholder value of $12 billion from the peak share price.Clive Xu resigned and the government regulator for businessordered an investigation into what had happened at ZPT.The shares were suspended by the stock exchange.A month later, having failed to gain protection from its creditors in the courts,ZPT was declared bankrupt. Nothing was paid out to shareholders whilst suppliers received a fraction of the amounts due to them. Some non-current assets were acquired by competitors but all of ZPT‘s 54,000 employees lost their jobs,mostly with little or no termination payment.Because the ZPT employees’ pension fund was not protected from creditors,the value of that was also severely reduced to pay debts which meant that employees with many years of service would have a greatly reduced pension to rely on in old age.ced to pay debts which meant that employees with many years of service would have a greatly reduced pension to rely on in old age.ced to pay debts which meant that employees with many years of service would have a greatly reduced pension to rely on in old age.ced to pay debts which meant that employees with many years of service would have a greatly reduced pension to rely on in old age.The government investigation found that ZPT had been maintaining false accounting records for several years. This was done by developing an overly-complicated company structure that contained a network of international branches and a business model that was diffi cult to understand.Whereas ZPT had begun as a simple telecommunications company,Clive Xu had increased the complexity of the company so that he could 'hide' losses and mis-report profi ts. In the company‘s reporting,he also substantially overestimated the value of future customer supply contracts.The investigation also found a number of signifi cant internal control defi ciencies including no effective management oversight of the external reporting process and a disregard of the relevant accounting standards.In addition to Mr Xu,several other directors were complicit in the activities although Shazia Lo,a senior qualifi ed accountant working for the fi nancial director,had been unhappy about the situation for some time.She had approached the fi nance director with her concerns but having failed to get the answers she felt she needed,had threatened to tell the press that future customer supply contract values had been intentionally and materially overstated（the change in fair value would have had a profi t impact）。
ACCA考试科目P1重点讲解（英文版本）
ACCA考试科⽬P1重点讲解（英⽂版本）ACCA考试科⽬P1重点讲解（英⽂版本）Session 1Management and Team Development1 The organization of work1.1 OrganisationThe term ‘organisation’ can be used in two ways.- It can refer to a group or institution arranged for efficient work. To organize implies that there is an arrangement of parts or elements that produces more than a random collection.- Organisation can also refer to a process. i.e. structuring and arranging the activities of the enterprise or institution to achieve the stated objectives. The very word organization implies that there is order or structure.1.1 What makes an organization?Organisations:- Are made up of PEOPLE- Exist to achieve give PURPOSES or objectives- Have some form of STRUCTURE that defines and regulates the behaviour of the memb ers.An organization is a ‘social arrangement for controlled performance of collective goals’.1.1 The need for organizationsACCA考试科⽬P1重点讲解（英⽂版本）There are many reasons why organizations exist:- They satisfy social needs. People join organizations because they consider that they wil l be more secure, more successful, have more needs and wants satisfied and be better o ff.- Organisations exist primarily because they are more efficient at fulfilling needs than indi viduals. The main reason for this is the ability to employ the techniques of specilisation a nd the division of labour.Specialisation occurs when organizations or individual workers concentrate on a limited t ype of activity. This allows them to build up a greater level of skill and knowledge than the y would if they attempted to be good at everything.Division of labour is where each worker specializes in only one small aspect of the total p rocess. This benefits the employer in three ways:-[post] The simple tasks encourage the use of highly specific equipment- Semi-skilled labour can be employed rather than highly skilled operatives- Workers are only responsible for one process and so are able to develop a high level of expertise and increase their output per period.Organizations can achieve results which individuals cannot achieve by themselves. Orga nisations:Overcome people’s individual limitationsEnable people to specializeSave timeAccumulate and share knowledgePool the expertiseEnable synergy: by bringing together two individuals their combined output will exceed their output if they continued working separatelyIn brief, organizations enable people to be more productive.[/post]1.1 Classifications of organizationsClassification highlight similarities and differences among organizations. It can be based on:ACCA考试科⽬P1重点讲解（英⽂版本）- Size e.g. number of employees, volume of sales, profits earned- Profit motive e.g. commercial or charitable- Legal form e.g. sole trader, partnership and limited company- Control e.g. directors, trustees, shareholders- Ownership e.g. public (government owned) or privateQuestion 1Requireda) Briefly explain what is meant by the term organization . (7 marks)b) Give the main reasons why organization exist. (8 marks)(15 marks)Answer Plan1.1 Organisation and StructureOrganisation structure is the specific pattern of relationship that managers create. It is a f ramework in which organizational activities are divided, organized and co-ordinated.There are four building blocks of organization work are:- Division of labour- Departmentalisation: the grouping of tasks and employees into a department- Hierarchy: the linking of departments with specification of reporting lines- Co-ordination: the mechanism for integrating departmental activities into a coherent wh ole for effectiveness and efficiency. Henry MintzbergACCA考试科⽬P1重点讲解（英⽂版本）He suggested that organizational structures of building blocks and co-ordinating mechani sms which make up the detailed configuration of the organization. His five building blocks are shown in the diagram below.The importance and relative size of these blocks will very across organizations:- The operating core represents the basic productive work of the organization. E.g. shop-f loor staff in a manufacturing organization. They are directly involved in the process of obt aining inputs, and converting them into outputs.- The strategic apex refers to the higher levels of management who ensures the organiza tion follows its mission. They manage the organization’s relationship with the environmen t.- The middle line is the intermediate levels of management. They convert the desires of t he strategic apex into the work done by the operating core.- The technostructure refers to staff who provide a technical input without being directly e ngaged in core activities. This category might include the following:Analysers determine the best way of doing a jobPlanners determine outputs (TQM)Personnel analysts standardize skills and trainingACCA考试科⽬P1重点讲解（英⽂版本）Accountants provide management reports for budget control- The support staff provide services ancillary to the core operations of the organization. e.g. public relations, legal counsel. They do not plan or standardize production.。
acca p1总结 acca p1知识点总结 acca p1经验
acca p1总结acca p1知识点总结acca p1经验acca从p阶段开始就要比f阶段的难度提高了一个档次，acca p1是acca 考试p阶段中非常重要的一门课程。
下面让我们来学习下东亚国际金牌讲师马莉芳老师为大家分享acca p1总结、acca p1知识点总结、acca p1经验。
P1概述，东亚国际金牌讲师：Lily Ma（马莉芳）。
P1是ACCA历史上存在时间最短的一门课，仅有10年，自2007年出现，2018年9月就要消失。
P1和P3合并，取而代之的是一门新科目的诞生：Strategic Business LeaderP1课程主要由4部分组成：1、Corporate Governance公司治理2、Internal Control内部控制3、Risk Management公司风险管理4、Ehtics伦理道德考试形式：3道题1、50分长案例题，必做题。
一页半A4纸，四个部分里面包含2-3个部分2、25分题*3，三选二。
这部分由3道25分的问题组成，学员可以从中选择两道最有把握的来答。
半页A4纸，2-3个问题，涉及四个部分里面1-2个部分。
P1不能通过的原因：1、语言问题由于英语不好，阅读速度太慢，导致题目看不完，还有写作能力不达标也是写不完的。
2、答题技巧问题不能光答点，后面没有解释，保证答得每一点都要结合到案例中去，可以简略的描述案例中的事实再摆出知识点或者观点。
这也是很多同学过不了的一个主要原因。
3、时间问题时间只有3小时15分钟，答三道题，时间很紧，很多同学会答不完，所以平时就应该掐着时间去练习，控制好时间，做题对于P1是至关重要的。
P1的学习方法：1、知识点的掌握，内容知识点要以理解为主2、活学活用3、在理解基础上背些知识点4、锻炼英文阅读和写作5、多阅读相关参考书6、必须做过去考题做过去考题的步骤：1、带着问题看案例2、自己先思考怎么答，把你的答案点列出来！-不要直接看答案。
ACCA重点讲解-p1
ACCA重点讲解--p1Session 1Management and Team Developm ent1 The organization of work1.1 OrganisationThe term …organisation‟ can be used in two ways.- It can refer to a group or institution arranged for efficient work. To organize impli es that there is an arrangement of parts or elements that produces more than a ra ndom collection.- Organisation can also refer to a process. i.e. structuring and arranging the activiti es of the enterprise or institution to achieve the stated objectives. The very word o rganization implies that there is order or structure.1.1 What makes an organization?Organisations:- Are made up of PEOPLE- Exist to achieve give PURPOSES or objectives- Have some form of STRUCTURE that defines and regulates the behaviour of the members.An organization is a …social arrangement for controlled performance of collective go als‟.1.1 The need for organizationsThere are many reasons why organizations exist:- They satisfy social needs. People join organizations because they consider that they will be more secure, more successful, have more needs and wants satisfied and be better off.- Organisations exist primarily because they are more efficient at fulfilling needs than individuals. The main reason for this is the ability to employ the techniques of specilisation and the division of labour.Specialisation occurs when organizations or individual workers concentrate on a limited type of activity. This allows them to build up a greater level of skill and knowledge than they would if they attempted to be good at everything.Division of labour is where each worker specializes in only one small aspect of the total process. This benefits the employer in three ways:2 1.1 Classifications of organizationsClassification highlight similarities and differences among organizations. It can be based on:- Size e.g. number of employees, volume of sales, profits earned- Profit motive e.g. commercial or charitable- Legal form e.g. sole trader, partnership and limited company- Control e.g. directors, trustees, shareholders- Ownership e.g. public (government owned) or private3 Question 1Requireda) Briefly explain what is meant by the term organization . (7 marks)b) Give the main reasons why organization exist. (8 marks)(15 marks)Answer Plan4 1.1 Organisation and StructureOrganisation structure is the specific pattern of relationship that managers create. It is a framework in which organizational activities are divided, organized andco-ordinated.There are four building blocks of organization work are:- Division of labour- Departmentalisation: the grouping of tasks and employees into a department - Hierarchy: the linking of departments with specification of reporting lines- Co-ordination: the mechanism for integrating departmental activities into a coh erent whole for effectiveness and efficiency.5Henry MintzbergHe suggested that organizational structures of building blocks and co-ordinating mechanisms which make up the detailed configuration of the organization. His fi ve building blocks are shown in the diagram below.6图片:1.jpg7The importance and relative size of these blocks will very across organizations:- The operating core represents the basic productive work of the organization.E.g. shop-floor staff in a manufacturing organization. They are directly involved in the process of obtaining inputs, and converting them into outputs.- The strategic apex refers to the higher levels of management who ensures the organization follows its mission. They manage the organization‟s relationshipwith the environment.- The middle line is the intermediate levels of management. They convert the d esires of the strategic apex into the work done by the operating core.- The technostructure refers to staff who provide a technical input without being directly engaged in core activities. This category might include the following:Ø Analysers determine the best way of doing a jobØ Planners determine outputs (TQM)Ø Personnel analysts standardize skills and trainingØ Accountants provide management reports for budget control- The support staff provide services ancillary to the core operations of the orga nization. e.g. public relations, legal counsel. They do not plan or standardize pr oduction.1.1 The organization hierarchyThe chain of command is the organizations formal management hierarchy i.e. the chain of superiors from the lowest to the highest rank. Formal communication runs up and down the lines of authority.The span of control refers to the numbers of subordinates reporting directly to a superior official. Organsations with a narrow span of control are able to exercise greater control from the top with little delegation.The span of control is influenced by:- Manager‟s capabilities: physical and mental- Nature of manager‟s workload- Geographical dispersion: from HQ to local operation- Subordinate‟s work: how routine/similar is the work- Nature of problems: how critical and the resources and expertise required to solve the problem- Interaction between subordinates- Close group cohesion/teamwork- Help received from other parts of the organizationA tall organization is one which, in relation to its size, has a large number of levelsof hierarchy. This implies a narrow span of control.A flat organization is one which, in relation to its size, has a small number ofhierarchical levels. This implies a wide span of control.Organisation charts are diagrammatic illustrations of the formal relationships and communication flow between positions within an organization. Their purpose is to show:- directions of responsibility: the chart indicates the direct relationship between agroup and its immediate superior and subordinates- relationships: charts can show the relationship between the various units and the place of line, functional and staff units2 1.1 Structures –functional, divisional and matrixFunctional structureThis involves setting up of departments for people who do similar jobs. This isa fairly common form of structure.Advantages:Ø Expertise is pooled thanks to the division of work into specialist areasØ It avoids duplication and ensure economies of scaleØ It makes easier the recruitment, training, and motivationof professional special istsØ It suits centralized businessesDisadvantages:Ø It is organization by internal work, rather than by customer or product. The c ustomer is only interested in the product, and functional structure may not be t he best at satisfying the customer.Ø Communication problems may arise between different functions, who each ha ve their own jargon.Ø Poor co-ordination, if rooted in a tall organization structure.Divisional structureDivisionalisation is the division of a business into autonomous regions or produc t businesses, each with its own revenues, expenditures and capital asset purch ase programmes, and therefore each with its own profit and loss responsibility.Advantages:3 Ø Focuses the attention of management below …top level‟ on business performanceØ It reduces the likelihood of unprofitable products and activities being continue dØ Knowledge. The manager of the unit knows better than anyone else how he is doing, and needs no one to tell him. Senior managers need only set broad targets for achievement.Ø More authority to junior mangers.Ø Reduces the number of levels of management. The top executives in each d ivision should be able to report directly to the chief executive of the holding co mpany.Disadvantages:Ø It is not always practical. Sometimes it is impossible to identify completely in dependent products or markets for which separate divisions can be set up.Ø Limit exists on how much independence in the division of work can be arran ged.Ø Resource problems. Many divisions get their resources form head office which chooses between other divisions. If it were an independent company, the division might find it easier to raise money.Matrix StructureThis is where an organization has its activities structured on a combination of f unctional, product or project basisAdvantages:4 1.1 Centralisation and DecentralisationThe structure as shown above give an indication of hierarchy of management, but no evidence as to how much authority is delegated at each level of manag ement.In a centralized organization, decisions are taken by a single center of command (perhaps a head office) and relayed to local units. There is little or no scopefor local managers to take decisions; their role is mainly to carry out the decis ions taken by head office.In a decentralized organization, local managers are given authority to take decis ions affecting their own areas of control. Head office takes decisions only on br oad strategic issues affecting the organization as a whole. In practice, no organ ization is fully centralised or fully decentralized. There is a range of possibilities in between the two extremes.Advantanges of centralization:- Senior management are able to exercise control- Senior management are more likely to consider the interests of the organizati on as a whole whereas subordinates may take their own limited view- Senior management may be more experienced or skillful- Maximise use of expensive management skills by allowing them to take the i mportant decisions and avoid duplication of effortDisadvantages of centralization:- Organisation becomes very dependent on top management and does not culti vate skills of lower managers- Senior management become too involved with day-to-day matters to plan the longer term future of the organization- De-motivation for lower level managers- May tend to build empires of influence and authority- Contributes to staff motivation, enabling lower level management to take on ro les of responsibility and use their own initiative.Question 2All organizations need a structure within which to operate. This structure is ofte n illustrated through the existence of the organization chart.Requireda) Define what an organization chart demonstrates (5 marks)b) Briefly describe four ways in which an organization might be structured (10marks)(15 marks)Answer Plan5 1 The role of management1.1 Classical approachesThese include:Ø Scientific management –TaylorØ Administrative theory –FayolØ The bureaucratic model –Weber, StewartThe main focus of the classical approach is that there exists a single, best app roach to management, and research was aimed at identifying this.Frederick TaylorInvented scientific management –the main purpose was to maximize efficiency. Taylor suggested that by offering workers more money for being efficient, both the workers and the employers would benefit.His four principles of scientific management are:Ø A science of work to replace old methods –the best way of doing a jobØ Scientific selection and development of the workerØ Ensure work being done is in accordance with the principles of scientific ma nagementØ Equal division of work and responsibility between workers and managementHenri FayolHenri Fayol was concerned with the efficiency of administrative processes throu gh system co-ordination and endeavoured to establish certain principles of good management.Activities that occur in business organizations could be divided into six main gr oups:§Technical –production, manufacturing§Commercial –buying, selling, exchange§Financial –obtaining and using capital§Security –protection of people and property§Accounting –stock taking, costing, statistics and the balance sheet§Managerial –planning, organizing, commanding, co-ordinating and controllingFayol concluded that it is the role of management to ensure all six activities w ork smoothly to achieve the goals of the enterprise. He believed that the same principles of management could be applied, regardless of size, to organizationsof all kinds, whether industrial, commercial, governmental, political, or even reli gious.6 Fayol applied fourteen rules of managerial conduct. These are:1) Division of work –to improve practice and familiarity and become specialised2) Authority –the right to give orders, linked with responsibility3) Discipline –respect in accord with the agreement between the firm and its employees4) Unity of command –each subordinate answerable to only one superior5) Unity of direction –only a single head and plan fro a set of activities6) Subordination to the general interest –the general good prevails over individual or sectional interests7) Remuneration –should be fair to both the recipient and the firm8) Centralisation –inevitable in organizations, but the degree should be appropriate9) Scalar chain –graduated lines of authority should exist from the top to thebottom of the organisation10) Order –workers and materials should be in their prescribed place11) Equity –combining clemency with justice12) Tenure of personnel –adequate time for setting into jobs should be allowed13) Initiative –should be encouraged within the boundaries of authority and discipline14) Esprit de corps –harmony and teamwork should be encouraged in the organizationFayol believed that a manager obtained the best performance from his workforce by leadership qualities, by his knowledge of the business and his workers, and by his ability to instill a sense of mission.Max WeberAnalysed the role of the leader in an organization and how and why individuals respond to various forms of authority.§Authority –“getting things done through orders being accepted as justified or legitimate”.§Power –“ getting things done by exercising force or by threatening sanction s.”Weber claims that a bureaucratic organization is technically the most efficient fo rm of organization possible because:§It is free from personal whim and tradition, being a depersonalized institution §Each official has a role circumscribed by a written definition of his authority a nd fits into a fairly rigid, well-defined hierarchy, with each successive level embr acing all those beneath it.§Every possible contingency is covered by ponderous rules and procedures, a nd all information is written down and filed.§Appointments are based on technical ability, technical expertise, and professio nal management.7 Rosemary StewartSummarised the four main features of bureaucracy as:§Specialisation –applies to the job rather than the person undertaking the job.This allows for continuity, because the job may continue after the jobholder le aves.§Hierarchy of authority –shows the sharp distinction between management and workers. Within the management ranks there are clearly defined levels of authority.§System of rules –to provide for an efficient and impersonal operation. In a b ureaucracy, knowledge of the rules is a requisite part of holding a job.§Impersonality –provides for the allocation of privileges and the exercise of a uthority in accordance, with the laid-down system of rules, rather than arbitrarily.8 1.1 Human relations approachElton MayoHe identified the basis of work satisfaction as non-economic and to connect it more with the interest taken in the worker‟s performance than with the financial reward. He laid the foundation for the work of many later management thinker s.His view was that the workers performance is dependent by work satisfaction, t he development of personal friendships, the social atmosphere, and attitudes to work, to supervision and to working in groups.9 1.1 Contributions made by modern writers on managementPeter DruckerHe believes that management is the job of organizing resources to achieve the satisfactory performance of an enterprise. He defines his view of management under three broad headings:§To fulfil the specific purpose and mission of the organization§To make work productive and the worker achieving§To manage social impacts and social responsibilityDrucker identified five basic operations in the work of a manager.§Set objectives: determining what they should be and what the goals in each area should be. They decide what has to be done to reach these objectives an d make them effective by communicating them to the people who are going to perform them.§Orginise: analyzing the activities, decisions and relations needed. They classif y the work, divide it into manageable activities and further divide the activities i nto manageable jobs. They group the units and jobs, and select people for the management of the units and for the jobs to be done.§Motivate and communicate: making a team out of the people that are respon sible for various jobs.§Establish yardsticks: by making measurements available which are focused on the performance of the whole organization and which, at the same time, focus on the work of the individual and help them to do it. Managers analyse, appra ise and interpret performance.§Develop people including themselves.OuchiIn Theory Z there is an emphasis on the interpersonal skills that form the basis of group working, where decision-making is by consensus, but responsibility re mains with the individual. There is an emphasis on building trust through inform al and democratic relationships. But the formal hierarchy remains intact.The characteristics of the Theory Z organization are:§Long-term employment: not necessarily lifetime, but longer that the average in American and European companies§Slow evaluation and promotion§Moderately specialized careers which may not change§Consensual decision-making§Individual responsibility: this could mean giving greater responsibility lower do wn the line§Implicit informal control: but with very explicit measures§Concern for the employeeRosabeth Kanter10 Identified that the world outside the business has changed. Competition has increased, economic circumstances have altered and technology has made the for mer ways of doing things look outdated, unprofitable and hard to justify.A logical progression is that traditional, bureaucratic organizations stultify individual talents and the ability of organizations to deal with the changes. Modern co rporations are releasing and …empowering‟ the talents of their employees in flatt er, less hierarchical structures.The new model corporation has fewer management levels, is able to do …more with less‟, to anticipate change an d to avail itself of opportunities such as strate gic alliances with other companiesKanter‟s “post-entrepreneurial” model corporation is a three-part mix:§The values and goals which emanate from top management§The channels, programmes and relationships designed in the middle to suppo rt those goals and values§The project ideas pushing up from below: ideas for new ventures or technolo gical innovations11 1.1 Comparing the classical and modern viewsClassical viewThe main conclusions of the approach were:§A set of rules or conditions would satisfy organizational needs§These rules should concentrate on the company and its work requirements §The worker was regarded as a tool to get work done to company standards, and was often referred to as …economic man‟.§Individuals were not influenced by the actions, thoughts and interactions of ot hers§Individuals are rational and therefore motivated almost entirely by the econom ic rewards of their actions.The principles expounded by these writers have given a framework for organiza tion design, and many of the rules still retain their values in today‟s business e nvironment.The main features of their approach were as follows§Belief in one central controlling authority§Clear division between line and staff functions§Use of optimum spans of control§Responsibility and authority clearly specified§Use of delegation§Specialization of tasks§Unity of direction and command§Fair pay and good working conditions, decided by management decentralization to be implemented where needed§Authority derived from the position held in the formal organizationModern viewThe modern approach emphases that psychosocial system and the human aspe cts of administration. This view put the human element back into the organizati on, an aspect that the classical theorists had minimized. The list of manageme nt tasks could be extended to incorporate leading, motivation, creating, commun icating and staffing.Contingency theory takes the view that what a manager does in practice will d epend on the particular circumstances or situation. It rejects the belief, that there is a universally correct approach to management.12 Question 3In the second half of the twentieth century, the classical approach to managem ent has, in some industries and many organizations, been replaced by the hum an relations approach. Other parts of society, and other organizations, have not adopted the human relations approach, or have even reverted to the earlier co ncepts.Requireda) Compare and contrast classical and human relations approaches to management.(9 marks)b) Give reasons why some organizations may use one or the other approach in present-day conditions. (6 marks)(15 marks)Answer Plan13 APPROACH TO EXAMINING THE SYLLABUSThe examination is a three-hour written paper in two sections, A and B.Section A:consists of a brief scenario with one compulsory question worth 40 marks, com prising a range of 6-7 requirements each carrying between 5-10 marks. Candid ates should apply relevant theoretical knowledge from the main areas of the syl labus to the informationcontained within the scenario to achieve the highest marks.Section B:Consists of five essay-type questions assessing knowledge acquired from all five main areas of the syllabus. Each question carries 15 marks and candidatesmust attempt fourquestions, giving a possible total of 60 marks for that section.Candidates should be aware that although questions in Section B may have se veral parts, answers should be presented in essay form. Candidates need to sh ow a conceptual understanding of each topic area, and not simply list points. C andidates should also be aware that although the course may be taught as a n umber of discretetopics, individual examination questions may combine or integratemore than one area. The Study Guide provides more detailedguidance on the syllabus.Number of marksSection A: 1 compulsory scenario-based question 40Section B: Choice of 4 from 5 questions (15 marks each) 60100。
陈晓晴-ACCA P1考经
刚收到ACCA发来的邮件，P1低空飘过了。
先介绍一下我的情况，澳洲八大本科毕业，专业是金融和会计，现在在某事务所做全职咨询工作。
今年年初找到高顿网校，注册报名了ACCA，F阶段全免，所以这次P1是第一次考，算是小试牛刀。
闲话少叙，P1考经如下：
学习资料：
高顿财经的网课和讲义，历年考试真题，考官文章。
考试过程：
6月20日下午15时开始考试，考点在（北京）1866。
14时到达考场，在考场外和之前有过考试经验的考生聊了聊天，交换了电话号码，就进考场开考了。
我所在的考场大约有30个座位，参加考试的人数约有20个。
Tips: 考试正式开始前的阅读时间一定要把握好，考试过程中要确保每题都尝试写出答案了。
经验总结及提醒：
1、由于考前没时间，从未自己做过题目，所以对答题的时间观念并不是很强。
我在第一题花了大约1个小时45分钟的时间，第二题花了50分钟，以致于最后一题写的过于匆忙。
建议如果复习时间充裕的话，考前学习阶段自己能够做点题目练练笔。
2、我一直没注意去复习第一题最后一部分的写作格式，professional mark 4分全失。
建议考友一定要区分各种memo, report的格式。
就写这么多了，希望大家考试都能够顺利通过！
By Queenie CHEN
附件1：
附件2：。
ACCA考试《专业会计师P1》复习详解1
ACCA考试《专业会计师P1》复习详解1本文由高顿ACCA整理发布，转载请注明出处Part A - Governance and ResponsibilityPrinciples-based vs. Rules-basedPrinciples-based approach（1）Principles-based approach requires the company to adhere to thespirit rather than the letter of code.（2）The approaches focus on objectives rather than the mechanisms bywhich these objectives will be achieved.（3）The approaches can lay stress on those elements of corporategovernance to which rules cannot easily be applied.（4）The approaches can applied across different legal jurisdictionsrather being founded in the legal regulations of one country.（5）The approaches avoid inflexible legislation and allows companies todevelop their own approaches to corporate governance.（6）The approaches are too board to be used as a guide to bestcorporate governance practice.（7）There may be confusion over what is compulsory and what isn’t.Rules-based approach（1）Rules-based approach places more definite achievement and provideclarity in terms of what you must do. The rules are legal requirement.（2）The approaches allow no leeway. The key is whether or not you havecomplied with the rules.（3）It should in theory be easy to see whether there has beencompliance with the rules. But that depends on whether the rules areunambiguous.（4）It is rigid and difficult to deal with questionable situation thatare not covered sufficiently in the rulebook.Influence of ownership: Family firms vs. Joint-stockcompaniesInsider systemsInsider system is where companies are ownedand controlled by a small number of major shareholders, which may be members ofthe company’s founding family.（Advantages）（1）It is easier to establish ties between owners and managers. Theagency problem is reduced in the case of that the owners are involved inmanagement.（2）It is easier to influence company management even if the owners arenot involved in management.（3）A smaller base of shareholders may be more able to take a long-termview. Long-term growth is a bigger issue for such families.（Disadvantages）（1）There may be discrimination against minority shareholders and lackof minority shareholders protections.（2）Insider systems tend not to be monitored effectively and may bereluctant to employ outsiders in influential position.（3）Insider systems often don’t develop more formal governancestructures.（4）Insider systems may be more prone to opaque financial transactionsand misuse of fund.Outsider systemsOutsider systems are companies whereshareholding is more widely dispersed, and there is the manager-ownershipseparation.（Advantages）（1）The separation of ownership and management has provided an impetusfor the development of more robust governance to protect shareholders.（2）Shareholders have voting rights that they can use to exercisecontrol.（3）Hostile takeovers become far more frequent and this kind of threatsact as a disciplining mechanism on company management.（Disadvantages）（1）Companies are more likely to have an agency problem and significantcosts of agency.（2）Larger shareholders have often had short-term priorities.Stakeholders in corporate governance（1）Stakeholders are any entity （person, group or non-human entity）that can affect or be affected by the actions or policies of an organization. Itis a bi-directional relationship.（2）Stakeholder theory indicates that large companies have significantimpact on society so that they cannot only be responsible to theirshareholders, but have accountability to a broad range of stakeholders.（3）Companies should concentrate on employees, creditors and governmentas well as behave ethically and have regard for the environment and society asa whole.Instrumental view vs. Normativeviews（Instrumentalview）（1）From the point of instrumental view, the motivation of companies tofulfill the responsibilities towards stakeholders is that they believe that it wouldhave an impact on maximizing company’s profits if not to do so.（2）The companies don’t have any moral standpoint of its own, thereforeis devoid of any moral obligation.（Normativeview）（1）From the point of normative view, themotivation of companies to fulfill the responsibilities towards stakeholder isthat they have consciousness of accepting moral duty towards others.（2）The companies is altruistic, and haveethical, philanthropic responsibilities in addition to economic, legalresponsibilities.更多ACCA资讯请关注高顿ACCA官网：。
ACCA P1_201312_que
P a per P 1 CAun.cnSection A –This ONE question is compulsory and MUST be attempted1When the 1,000 km Hiaka pipeline in Wyland was built ten years ago, the route took it, overground, the full lengthof Hiakaisland, one of Wyland’s largest offshore islands. Owned and operated by Hiaka Energy Company (HEC), its construction was significantly over budget and suffered lengthy delays, but the pipeline has since become a vital source of economic growth on Hiakaisland and beyond. Its purpose is to connect the oil platforms off the north coast of the island with the deepwater port of Hiakatown in the south. A land pipeline to the south is needed because sea ice in the north prevents shipping access during the winter months. The oil carried by the pipeline is loaded onto several ships each day at Hiakatown port. Most of the oil from Hiakaisland is sent to the neighbouring country of Exland, with oil from Hiakaisland representing 90% of Exland’s total oil consumption. Because the contract with HEC is so important to the government of Exland, the terms of supply are subject to legal enforcement with regard to prices charged, delivery terms and the quality of the oil delivered. Because most of its output goes to export, HEC is a major source of foreign currency for Wyland.Hiakaisland is a globally important natural habitat with a dramatic and rugged terrain. It is monitored by several international scientific agencies, some of which were very critical of the decision to build the pipeline in the first place.It is one of very few locations in which some wildlife species threatened elsewhere are still in abundance. There are healthy populations, for example, of bears, elk and otters. One well-respected international wildlife organisation (called Save Our Wilderness or ‘SOW’) produced a report saying that the Hiaka pipeline was not environmentally sustainable and that, over time, it would deteriorate and create an unacceptable environmental risk to Hiakaisland. It said that both the company (HEC) and the government of Wyland needed to adopt longer-term time perspectives and consider the potential environmental consequences of the pipeline. The government of Exland, elected every four years,disputed this, saying that SOW’s definition of sustainability was too narrow and that it should also consider the economic sustainability of Exland. The position of the board of HEC is that its operations should be ‘as sustainable as is economically possible’.Wyland is a developing country with few labour regulations and very little legislation on employee pay and conditions.This has enabled HEC to use a large proportion of poorly-paid immigrant labour to build and maintain the pipeline,thereby reducing its construction and operating costs. Because of the multinational nature of much of the semi-skilled workforce, there are often language difficulties, especially when conveying messages to staff working on the pipeline and on the oil platforms. HEC has a requirement that all staff should speak the language of Wyland, but this has proven to be impossible to enforce.As the main employer on Hiakaisland, HEC employs 5,000 people including some on offshore oil platforms, others in the main southern town of Hiakatown, and others still at a number of remote locations the length of the island at strategic points situated along the pipeline. Because of the remoteness of much of the work on Hiakaisland, conditions are harsh for many of these workers. HEC employees often work in freezing temperatures and live in encampments with intermittent logistical support. Motivation and morale are often low among these maintenance employees.There have been poor industrial relations because of this lack of support. Workers resent the company’s management in Hiakatown for their harsh conditions. These poor relationships have also made it difficult for management to try to enforce the Wyland language requirement upon the immigrant labour. The remote locations and poor conditions have also meant that the company has found it difficult to recruit the skilled technical people it needs to inspect and maintain the pipeline. There is a shortage of qualified engineers and technical staff in Wyland, with many preferring to work in the cities rather than in the more difficult conditions on Hiakaisland.HEC is one of Wyland’s biggest businesses and is listed on the Wyland stock exchange. Because of the nature of the energy market, shareholders have come to expect a good annual return on investment in terms of dividends. One market analyst recently commented that a focus on short-term returns has not been good for the company’s long-term strategy and that shareholders should be prepared to expect lower dividend yields as a result.In order to address the many challenges which the company faced, HEC appointed a new chief executive and risk manager last year. Gavin Hoo was appointed chief executive and Gerry Jupp joined as risk manager. Born and educated in a highly developed country, Mr Hoo had a strong track record in the energy industry and took over at HEC on what was considered a good reward package for his home country. On Hiakaisland, however, the level of reward was very large by local standards, making him the highest paid person not just in the company, but in the entire regional economy of Hiakaisland. When the reward figure was later published in the annual report, the local press and some trade unions were angry, believing that his reward was ‘outrageous’ and that he lived in luxury whilst unskilled immigrant workers ‘froze’ in the maintenance parties working along the length of the pipeline. Some critics pointed to the fact that it was significantly cheaper to live on Hiakaisland than in the major cities on the Wyland mainland and that this was not reflected in Mr Hoo’s rewards at all.2高顿财经A C C A a c c a .g a o d u n .c nMeanwhile, risk manager Gerry Jupp set about examining the company’s many risks. One of his first tasks was to assess some of the risks which may affect the operation of the pipeline, and he took technical advice on these to arrive at probabilities of the risks arising over the next ten years. It was recognised that there was some subjectivity involved in these measurements.Risk 1.Risk of terrorist attack on any part of the pipeline causing severe spillage and complete supply disruption:10%.Risk 2. Risk of geological movement and/or earthquake capable of severing the pipeline in more than one placecausing severe long-term supply disruption: 5%.Risk 3.Risk of technical failure of a joint in the pipeline causing a temporary supply disruption of a few hours butno leakage of oil: 10%.Risk 4.Risk of animal or natural damage to pipeline (e.g. by bears, elk or adverse weather) causing superficialdamage to pipeline but no disruption to supply: 60%.Unfortunately, Risk 4 was realised shortly after Gerry Jupp produced his calculations. At the point where it crossed the Gojo river in northern Haikaisland, the pipeline had a long and unsupported section. During a winter storm, a connection was slightly displaced resulting in a minor oil leak. Although not serious in itself and quickly repaired, the ‘Gojo incident’ did raise concerns and showed that the pipeline was vulnerable. Seeking to protect both the pipeline and the environment on Hiakaisland, the Wyland government’s industry minister wrote to CEO Gavin Hoo asking him to respond to rumours about poor internal controls in HEC and to introduce measures to reduce the chances of a repetition of the Gojo incident.In response to the industry minister’s letter, the HEC board reviewed internal controls and two resolutions were agreed.The first was that the company should establish a formal internal audit function and second, that a full review of any barriers to sound internal controls in the company should be carried out. Although a formal internal audit function was not required by statute law or any stock exchange listing rule in Wyland, the board agreed that it would be good practice, especially if the security and maintenance of the long Hiaka pipeline could be included in the scope (terms of reference) of the internal audit function to be established. It was decided that in responding to the minister, Mr Hoo should convey both the board’s resolve on internal audit and also an honest review of the problems for achieving sound internal controls in the unique situation the company was in on Hiakaisland.Required:(a)The term ‘sustainability’ can be understood in different ways.(i)Explain the concept of ‘sustainable’ as used by ‘Save our Wilderness’ (SOW) and contrast this with the concept of economic sustainability as discussed by the government of Exland.(4 marks)(ii)Using information from the case, discuss the tensions which exist between these two concepts.(8 marks)(b)Assess the four risks described by Gerry Jupp and propose a suitable risk management strategy for each.Briefly explain why subjective judgement may limit the accuracy of his risk assessments.(10 marks)(c)Briefly explain the meaning of ‘labour market conditions’ in the context of executive pay and criticallyevaluate the decision to award Mr Hoo such a high level of reward in comparison with local rates of pay on Hiakaisland.(10 marks)(d)Prepare the letter from Gavin Hoo, the chief executive of Hiaka Energy Company (HEC), to the Wylandindustry minister. The letter should:(i)Explain the reasons why the implementation of sound internal controls has been difficult at HEC.(8 marks)(ii)Basing your answer on the main roles of internal audit, discuss the ways in which an internal audit function might provide assurances in order to make an effective contribution to HEC.(6 marks)Professional marks will be awarded in part (d) for the format, tone, logical flow and persuasiveness of the letter.(4 marks)(50 marks)3[P .T .O.高顿财经A C C A a c c a .g a o d u n .c nSection B – TWO questions ONLY to be attempted2The Sarbanes-Oxley legislation in the United States was introduced in 2002, partly in response to the earlier failureof the American energy company, Enron. It was decided by United States legislators that compliance should be enforceable under law rather than under listing rules. At the time it was being debated, some said that the legal enforceability of Sarbanes-Oxley would be unfair to smaller companies without the infrastructure needed to generate internal control data and to report on it. One example of this was the debate over s.404 of Sarbanes-Oxley, which mandated external reporting on the adequacy of internal controls. Before a size criterion was later introduced, this applied equally to all companies but now smaller companies are partly exempted from this requirement.In its advice on this requirement, the United States Securities and Exchange Commission (SEC) published the following comments:The rules we adopted in June 2003 to implement s.404 of the Sarbanes-Oxley Act of 2002 (‘Sarbanes-Oxley’)require management to annually evaluate whether internal control over financial reporting (ICFR) is effective at providing reasonable assurance and to disclose its assessment to investors. Management is responsible for maintaining evidential matter, including documentation, to provide reasonable support for its assessment. This evidence will also allow a third party, such as the company’s external auditor, to consider the work performed by management.Required:(a)Distinguish between rules and principles-based approaches to the regulation of corporate governance, andexplain the disadvantages of a rules-based system such as Sarbanes-Oxley in the United States.(7 marks)(b)Define ‘agency’ in the context of corporate governance and discuss the benefits to shareholders of‘maintaining a system of internal control over financial reporting’ in a rules-based jurisdiction.(10 marks)(c)Construct the case to exempt smaller companies from the full reporting requirements of s.404 of theSarbanes-Oxley Act 2002.(8 marks)(25 marks)4高顿财经A C C A a c c a .g a o d u n .c n3‘Help-with-life’ (HWL) is a charitable organisation established ten years ago. Its stated purpose is, ‘to help individualsand families with social problems and related issues.’ Its work, in a large city with people from many countries and backgrounds, involves advising, counselling, giving practical support to service users (the people who come for help).Over the years it has been operating, HWL has realised that the best outcomes are achieved when the staff member understands and sympathises with the service users’ social norms, ethical and cultural beliefs.40% of HWL’s funding comes from local government. This means that HWL has to account for its use of that portion of its funding and comply with several rules imposed by local government. One of these rules concerns demonstrating appropriate diversity amongst the managers of services such as those delivered by HWL. It requires the charity management team to involve the widest feasible range of people and to reflect the demographic make-up of the community.HWL has recently had to replace a number of executive and non-executive members of its board. The external auditor suggested that setting up a nominations committee would help in these board appointments. The CEO, Marian Ngogo,has always stressed that all directors should share the ethical values of HWL and agree to take reduced rewards because, ‘every dollar we pay a director is a dollar less we are spending on service delivery.’ She stressed that the culture in a charity was very different from a commercial (‘for profit’) business and that staff and directors must share the ethical stance of HWL and had to accept a different approach to social responsibility if they joined.Required:(a)Explain the roles of a nominations committee and describe how the Help-with-life (HWL) nominationscommittee might approach the task of nominating and appointing new directors.(8 marks)(b)Explain the advantages of diversity on the board of HWL.(8 marks)(c)Explain ‘corporate social responsibility’ (CSR) and discuss the ways in which CSR and the ethical stancemight differ between HWL and a commercial ‘for profit’ business.(9 marks)(25 marks)5[P .T .O.高顿财经A C C A a c c a .g a o d u n .c n4 A technological failure occurred at Lobo Company last year. A new computer system which was designed to controlLobo’s complicated operational facility broke down shortly after it was installed. This meant that the company was unable to carry out production processes normally for several days.The cause of the failure was later found to have been a system specification error made by Frank Bub, the operations director and a professional engineer. He had seriously miscalculated the capacity needed for the new system and had ordered a computer system which was unfit for purpose. Not only had this resulted in the loss of several days of production and a loss of loyalty and goodwill from customers and others, it also cost a large amount to repair and upgrade the system to be able to cope with the actual demands placed upon it.Frank Bub acknowledged that he had over-ridden normal procurement procedures in purchasing the system. But he was thought by his colleagues to be such a competent engineer, it was not felt necessary for anybody else in the company to discuss the purchase with the suppliers. His fellow directors believed that Mr Bub would exercise the judgement needed to purchase and implement the new system. Because the system was needed urgently, there was no time to run it in ‘pilot mode’ or to test it on site before it was fully installed. When he was asked about the failure,Frank Bub said that he decided to buy the system in question because an old friend had recommended it and that he saw no need to take further advice beyond that.The non-executive directors met after the incident and collectively decided that Frank Bub, who had nine months remaining on his renewable three year contract, had lost the confidence of the board and should leave the company at the earliest opportunity. It was decided to move him to a non-critical role until such time as it was possible to remove him as cheaply as possible.Required:(a)Directors may leave the service of a board in several ways.(i)Describe the main ways in which the directors of companies can leave the service of a board.(3 marks)(ii)Justify an appropriate way for Frank Bub to leave the board of Lobo Company, based on the circumstances of the case.(5 marks)(b)Briefly explain ‘technological risk’ and discuss the problems which led to the technological failure at Lobo,commenting on how these might affect shareholder confidence in the entire board.(8 marks)(c)You may assume that, as a professional engineer, Frank Bub is bound by the same fundamental principles ofprofessional ethics as a professional accountant and must act in the wider public interest.Required:Discuss the fundamental principles of professional ethics which Frank Bub failed to observe and explain how an awareness of his duty to the public interest may have prevented his errors.(9 marks)(25 marks)End of Question Paper6高顿财经A C C A a c c a .g a o d u n .c n。
ACCA《P1专业会计师》基础复习(9)
ACCA《P1专业会计师》基础复习(9)本文由高顿ACCA整理发布，转载请注明出处4. Relevant Codes4.1 Driving forces of development of corporate governance codes<1> Increasing internationalization and globalization, require free movement of capital and security of investment<2> Different treatment of domestic and foreign investor caused them to call for parity of treatment<3> Issues concerning with financial reporting, greater transparency and reduction in risks faced by investors. Lack of confidence perceived in financial reporting and in the ability of auditors to provide reasonable assurances which required by the users of financial statements.<4> Evidence that poor governance will lead to poor performance, investors are willing to pay a significant premium for companies that are well governed.<5> High profile corporate scandals and collapses require the need to reduce risk and potential losses to shareholders4.2 Developments of corporate governance codes4.2.1 UK codes2012ACCA《P1专业会计师》基础课程讲义（9）<1> Cadbury report 1992 （the financial aspects of corporate governance/best practice）a. The board of directors （responsible for corporate governance）：（a）Meet on a regular basis（b）Retain full control over the company and monitor executive management（c）Division of responsibly at the head of a company, especially between chairman and CEO（d）At least three independent non-executive directors on the board（e）Shareholders/Institutional investors（f）The need for greater dialogue with director and respond to the needs（g）Make considered use of their votes（h）Improve corporate governanceb. Audit and accountability （duties of audit committee）：（a）Liaison with external auditors（b）Supervise internal audit（c）Review the annual account and internal control（d）Conduct risk management and investigation（e）Ensure annual report be presented in a balanced and understandable assessment of the company’s positionc. Provision about the length of d irectors’ service contracts and disclosure of remuneration<2> Greenbury code 1995 （directors’ remuneration）a. Determination of directors’ pay and detailing disclosures to be given in the annual reports and accounts（a）Remuneration committee should be comprised only of NEDs（b）Remuneration committee determines executive directors’ remuneration（c）Directors’ service contract should be limited to one year<3> Hampel report 1998 （corporate governance/best practice）a. It contains a statement of how the company applies the corporate governance practicesb. It aims to:（a）Restrict the regulatory burden on companies（b）Substituting principles for detail ‘comply or explain basis’c. Content （explain the policy of best practice）：（a）Principles of corporate governance（b）The role of directors and shareholders（c）Directors’ remuneration（d）Accountability and audit<4> Combined code – London stock exchange （1998, 2003, 2006）<5> Turnbull report 1995/2005 （internal control and risk management）a. Develop and maintain appropriate internal control systems to reduce riskb. Directors should review their systems of internal control and report these to shareholders<6> Higgs report 2003 （NEDs）a. The role of NEDs in the board, nomination committee, remuneration committee and audit committee<7> Smith report 2003 （audit committee）a. The relationship between the auditor and the companies they auditb. The role and responsibility of audit committee4.2.2 US codes （Sarbanes-Oxley Act）<1> Background: the Enron Scandala. A lack of the transparency in the accountsb. Ineffective corporate governance arrangementc. Inadequate scrutiny by the external auditord. Information asymmetrye. Executive compensation methods （encourage overstatement of short-term profits）<2> Detail provisionsa. PCAOB （public company accounting oversight board）oversee the audit of public companies that are subject to the securities laws（a）Set auditing, quality control, independence and ethical standard for registered public accounting firms to use in the preparation and issue of audit reports on the financial statements of listed companies（b）Set standard for registered public accounting firms’ reports on listed company statements on their internal control over financial reporting（c）The board has inspection and disciplinary power over firmsb. Auditing standards（a）Retain working paper for at least 7 years（b）Have quality control standards in place such as second partner review（c）Review internal control systems and provide reasonable assurance （the financial statement are being made in accordance with generally accepted accounting principal, all receipts and payments are being made in accordance with management’s authorization）c. Non-audit services（a）Prohibition of 8 types of services including internal audit, bookkeeping, system design and implementation, appraisal or valuation service, actuarial services, management functions and human resources, investment management, legal and expert services（b）Provision of other non-audit services is only allowed with the prior approval of the audit committeed. Quality control procedures（a）Rotation of lead or reviewing audit partners every 5 years and other procedures （independence requirements, consultation, supervision, professional development, internal quality review and engagement acceptance continuation）e. Auditors and Audit committee（a）Auditors should discuss critical accounting policies, possible alternative treatment, the management letter and unadjusted differences with audit committee（b）Audit committees should be established by listed companies（c）Audit committees should consist of independent directors, at least one member with financial expertise.（d）Audit committee should be responsible for appointment, compensation and oversight of auditors and set up complaints mechanismsf. Corporate responsibility（a）The CEO and CFO should certify the appropriateness of the financial statements （present in a true and fair view）g. Off balance sheet transactions（a）Appropriate disclosure of material off-balance sheet transactions and other relationships （transactions that are not included in the accounts but that impact upon financial conditions, results, liquidity or capital resources）h. Internal control reporting（a）Responsibility: Annual reports should contain internal control reports that state management responsibility for control structure/financial reporting procedures（b）Report: Annual reports should contain an assessment of the effectiveness of the internal control structure and procedures for financial reporting, and auditor should report on this assessment.i. Whistle blowing provisions（a）Employees and auditors will be granted whistleblower protection if they disclose private employer information to parties involved in a fraud claim.<3> US domestic impact of SOXa. Company: improved internal control, external audit and corporate governance of companies; governance through audit committees, investor, public confidence and other stakeholders; increase internal control costsb. Audit firm: strip almost all non-audit revenue for fear of conflict of interestc. Lawyers: to whistle blow internally on any wrong doing they uncover at client companies, right up to board level<4> International impact of SOXa. Non-US companies listed in the US and covered by Sarbanes-Oxley Act. – New act conflicted with local corporate governance customs. （Turn away from the US）b. Worldwide – influence certain jurisdiction to adopt a more rules-based approach.<5> Criticisms of SOXa. Not being strong enough on some issueb. Focusing companies’ attention on complying with all aspects of the legislationc. Increase in compliance and internal control costs lead companies turning away from US Stock market4.2.3 King report of South Africa<1> First published in 1994 and updated in 2002<2> An integrated approach to C.G. in the interest of a wide range of stakeholders –embracing the soci al, environmental and economic aspects of a company’s activities.<3> Report encourage active engagement and disclosure by companies and shareholders as regulatory measures4.2.4 Singapore code of corporate governance<1> Published in 2001, revised in 2005<2> Similar approach to the Combined Code ‘comply or explain’ basis （gives detail description of company’s corporate governance practices and explains any deviation from the code）<3> Some guidelines go beyond UK guidance （expend the role of audit committee, require company to have procedures for whistle-blowing, etc）4.3 International corporate governance codes4.3.1 OECD Guidance 2004 （the Organization for Economic Co-operation and Development）<1> Objectivesa. Dealing with governance problems （result from the separation of ownership and management），ethical concerns and environmental issuesb. Corporate governance arrangements should be credible and should be understood across national bordersc. Non-binding principles, intended to assist governments in evaluating and improving the legal institutional and regulatory framework for corporate governance in their countriesd. Provide guidance to stock exchanges, investors and companies<2> Principlesa. The rights of shareholders（a）Participate and vote in general meetings（b）Elect and remove members of the board（c）Obtain relevant and material information on a timely basis（d）Capital markets should function in an efficient and timely mannerb. The equitable treatment of shareholders（a）All shareholders of the same class of shares should be treated equally （including minority shareholders and overseas shareholders）（b）Impediments to cross-border shareholdings should be eliminatedc. The role of stakeholders（a）Access to relevant information on a regular and timely basis（b）Develop performance-enhancing mechanisms for employee participation（c）Freely communicate their concerns about illegal or unethical relationship to the boardd. Disclosure and transparency（a）Timely and accurately disclosure, including financial situation, risk factors, issues about stakeholders, corporate governance structure and policies, etc（b）Disclosure approach should promote the provision of analysis or advice that is relevant to decision by investorse. The responsibilities of the board（a）Responsible for the strategic guidance of the company and effective monitoring of management（b）Act on a fully informed basis, in good faith, with due diligence and care and in the best interest of the company and its shareholders（c）Treat all shareholders fairly（d）Exercise independent judgments （assigning independent non-executive directors to appropriate tasks）4.3.2 ICGN report 2005 （International Corporate Governance Network）<1> Objectivesa. Provide practical guidance for boards to meet expectation, so that they can operate efficiently and compete for scarce capital effectivelyb. Establish productive communication on governance issues<2> Contenta. Board structure, membership and operation（a）The structure of boards will depend on national models（b）Directors should have appropriate skills, knowledge and experience, demonstrate independent judgments and fulfill their fiduciary duties to shareholder and the company（c）Directors should be re-elected at least once every three years（d）Separation of duties between chairman and CEO, establish nomination, remuneration, audit and risk management committees（e）Set up formal process for evaluating the work of the board and individual directorsb. Shareholders’ rights and equitable treatment（a）Companies should act to protect shareholders’ rights to vote（b）Get shareholder approval before major changes （which affect equity, economic interests or share ownership rights）be made（c）Institutional shareholder should be able to take on their fiduciary duties to vote and consult with management（d）Shareholders should be able to take action against inequitable treatmentc. Audit and accounts（a）Full disclosure of ownership, voting rights, shareholder agreements and significant relationships（b）The audit committee should oversee the company’s relationship with the external auditord. Ethics and stakeholders, including corporate social responsibility（a）Implement a code of ethics and conduct activities in an economically, socially and environmentally responsible manner, the board should responsible for determining, implementing and maintaining a culture of integrity（b）Implement procedures for monitoring related party transactions and conflicts of interest（c）Manage successful and productive relationships with the corporatio n’s stakeholders, aligning employee and director’s interests with shareholder and other stakeholders （such as employee share ownership or other profit-sharing programs）4.3.3 Convergence of international guidance<1> Increase international trade and cross-border links<2> Increase international investment and integration of international capital markets<3> International investors seek reassurance about the way their investments are being managed and the risks involved<4> Lead to pressure for standardization of governance guidelines and the development of internationally comparable practices and standards4.3.4 Advantage of international codes<1> Developed from best practice in a number of jurisdictions and represents an international consensus<2> Eliminating impediments to cross-border shareholdings and treating overseas shareholders fairly<3> Its principles have been incorporated into national guidance by a number of companies and used for assessing the corporate governance frameworks and practices in individual countries4.3.5 Limitations of international codes<1> It represents a lowest common denominator of general, fairly bland, principles<2> Difficult to strengthen the principles because of global differences in legal structure, financial system, ownership, culture and economic factors<3> Development will lag behind changes in the most advanced regimes<4> The codes have no legislative power4.3.6 Contribution of international codes<1> Highlight the contributions of good corporate governance<2> Emphasis certain dangers that lead to corporate governance failure<3> Provide benchmarks to judge the effectiveness of internal controls and risk management system<4> Promote specific good practice such as NEDs and performance-related pay<5> Highlight the importance of basic concepts and how to put it into practice4.3.7 Impact of corporate governance codes<1> Investors will pay a premium to invest in a company with good corporate governance<2> Signs of good corporate governance for investors included:a. Boards with a majority of independent NEDsb. Significant director share ownership and share-based compensationc. Formal director evaluationd. Good responsiveness to shareholder requests for information更多ACCA资讯请关注高顿ACCA官网：。
ACCA2013年12月考试真题答案
Professional Level – Essentials Module, Paper P1Governance, Risk and Ethics December 2013 Answers 1(a)(i)Concepts of sustainabilityIn the context of the case, SOW meant sustainability in the environmental sense of the word. This means that resourcesshould not be taken from the environment or emissions should not be made into the environment, at a rate greater thancan be corrected, replenished or offset. In the case of the Hiaka pipeline, this means that its impact on the environmentshould not exceed the ability to replace used resources or clean up spills or emissions as they occur.The government of Exland used the term to mean the sustainability of its economy and the economic sustainability ofHEC itself which is such an influence on the national economy. The fact that Exland gets 90% of its oil from one singlesource (HEC) means that it is disproportionately dependent on the Hiaka pipeline. In all developed and developingeconomies, oil underpins economic growth and hence the wellbeing of citizens. This applies to jobs, health, educationand other essential aspects of Exland’s infrastructure. Without a regular and reliable source of oil from HEC, andassuming that Exland is unable to find other sources of oil at reasonable cost, the Exland economy would be badlydamaged with a number of unfortunate social consequences.(ii)Tensions between the conceptsThe balance between environmental conservation and economic development is a longstanding one, and one whichapplies to all parts of the world in which business activity takes place. A lot of business activity takes place at a net costto the environment and so the sustainability of one (environment or economy) may be achieved only at a net cost tothe other. Some believe that a lot of business activity can be made more environmentally sustainable but the economiccosts of this, possibly by accepting a lower rate of economic growth with its associated effects, are often unpopular.The economies of both Hiakaisland and also Exland are very dependent on the Hiaka pipeline. The thousands of jobson Hiakaisland depend on it, the economy of Exland is underpinned by the oil and the business transaction with Exlandis also an important source of foreign currency for the government of Wyland. These benefits all depend upon theeconomic arguments having ascendency over the claims of SOW.Reasons why many are unconvinced by the case for environmental sustainability include the issues of measurementand time perspective. Essentially, economic value can be measured whilst environmental value is more difficult.Economic consequences can be seen over the short term whilst environmental consequences may not be visible formany years.Some socio-political structures are thought to militate against longer-term perspectives such as the need toprovide short-term shareholder returns (as HEC’s shareholders have traditionally demanded) and the length of electoralcycles. In the case scenario, SOW would probably claim to have a longer-term perspective whilst the government ofExland and HEC will have shorter-term perspectives: Exland because its government needs to be re-elected every fouryears and HEC because it is a public company whose shares are traded on the Wyland stock exchange. The expectationsfor strong annual returns have, in the opinion of the market analyst, been unhelpful in allowing the company to workwith longer-term perspectives.The extraction of oil is ultimately unsustainable because it requires the exploitation of a non-renewable energy source.In other words, once it is gone, it is gone. The view of HEC’s board that it should be ‘as sustainable as is economicallypossible’ is unlikely to satisfy SOW and may be seen effectively as no commitment to environmental sustainability at all.Some countries have taken steps to reduce the net impact of business activity including investing in renewable energy(e.g. wind and water power) and both Wyland and Exland could reduce their dependence upon oil by diversifying theirenergy sources to help to increase environmental sustainability. A lack of dependence on a single energy source (e.g.oil) can also make the country more economically robust, thereby helping its long-term economic sustainability.[Tutorial note:Allow a range of expressions of these tensions.](b)Assessment of the risks and suitable risk strategiesRisk 1 (risk of terrorist attack). Probability is low, with a likelihood of an attack thought to be 10% at some point in the next ten years. The impact of such an event would be very high, however, as it would involve severe spillage and complete supply disruption. This would mean that oil would not be delivered to the port at Hiakatown and this would cause a loss of oil to supply to Exland.With any risk assessed as low probability but high impact, the usual strategy to adopt is to transfer or share the risk. At the same time, however, the company and the government of Wyland would be advised to take necessary measures to reduce the probability by instituting suitable security measures such as increased monitoring of the pipeline (perhaps by electronic surveillance or similar). An insurer may share the risk with HEC and, because of the strategic importance of the pipeline to the regional economy and to Exland, the Wyland government may contribute to this effort.Risk 2 (geological movement and/or earthquake) has an assessed ten-year probability of 5% which is probably considered quite low. The impact that such an event would have, though, would be potentially very high. As has happened elsewhere in the world, seismic activity can cause serious and often catastrophic failure of civil engineering installations. This can result in loss of life and, in the case of the Hiaka pipeline, ‘severe long-term supply disruption’. This would be damaging to the Hiakaisland economy and also to the Exland economy.The strategy for this is also to transfer or share. Given the relatively low probability (5% in ten years equates to 0·5% probability in any given year), it should be possible to get an insurer to share the risk for a suitable premium.Risk 3, the technical failure of a joint in the pipeline, was also assessed as having a low probability of occurring. At the same time, the impact of such a failure, presumably because of the technical design of the joints in the pipeline, is quite low. There is the potential for a disruption to supply but only by a few hours and with no leakage of oil.The strategy for this risk (being low probability and low impact) is probably to accept it. Given that the costs of reducing the risk (perhaps by replacing the joints with more robust ones) would exceed the value of the potential losses, there is no reasonable case for any other course of action. In addition, careful and ongoing maintenance of the pipeline may help to reduce this risk.Risk 4 is the risk of animal or natural damage to the pipeline. Because of its exposed northern situation, it is likely that much of the pipeline will be exposed to extremes of weather and it is seemingly possible for large animals also to have some effects on the pipeline over time. The ten-year probability for an event such as this was calculated at 60% and, indeed, the case mentions that one such event happened recently, thus demonstrating the vulnerability to this risk. Given the design and construction of the pipeline, however, the impact of any of these risks occurring is quite low, given as ‘causing superficial damage to pipeline but no disruption to supply’.The strategy for a risk assessed as high probability but low impact is to reduce it as far as possible. In the case of risk 4, this might mean, for example, reinforcing the pipeline at its most vulnerable points to extreme weather, erecting defences to deter animals where they are most present, or adopting similar risk reducing measures.Subjective risk assessmentSubjective risk assessment is distinguished from objective risk assessment by how the figures for probability and impact are arrived at. If these figures can be determined accurately and with reference to some certainty, it will be more objective than when an estimate is based more on a ‘best guess’ basis. Subjective assessments must be treated with more caution than estimates based on more objective data.In the case of Gerry Jupp’s estimates, the case does not say how his figures are arrived at, but it is likely, given that the pipeline is ten years old, that it may be based partly on past performance and partly on a ‘best guess’ about future events.The estimate of the probability of extreme weather events can be partly predicted based on past weather behaviour but estimation of the probability of terrorist events are likely to be much more subjective.The outcome of this is that data generated objectively is likely to be more reliable and useful than those based on more subjective probability or impact determinations.(c)Labour market conditionsThe price paid for any good or service (including labour) is related to the equilibrium point between supply and demand. An excess of supply or a reduction in demand will tend to suppress prices whilst a reduction in supply (say of a key skill in the labour market) or an increase in demand for those skills will tend to increase the market price.In the case of the levels of rewards for chief executives, supply into that market is influenced by the number of suitable people offering themselves for employment and the levels of skills offered by those people. At the same time, organisations buying in the market will seek to match applicants (suppliers) with their own skills requirements. Because there are mismatches between supply and demand, the price rises and falls over time and between countries and regions, just like any other good or service being traded.Because Hiakaisland is a remote location, it may be difficult to recruit to senior positions in the company. Given that highly qualified and suitably experienced people can potentially work anywhere, they may choose employment openings based partly on non-job related factors such as quality of life issues, climate, levels of infrastructure development, schools for children, etc. In that sense, Hiakaisland must compete with other locations, and HEC must compete with other employers to attract high quality people to work for it and accordingly must sometimes pay a market premium.Critical evaluation – arguments forThe first argument in favour of paying the ‘global’ market rate for Mr Hoo is that the company needs to have a highly skilled and capable person in charge of its operations and there is unlikely to be a supply of such labour locally prepared to work for a lower rate. As the supplier of a key export and a major employer in Wyland, the regional economy of Hiakaisland depends upon the company’s success whilst the people of neighbouring Exland depend upon it for 90% of their oil needs.The costs of recruiting an underqualified or inadequately experienced CEO may be much higher than the reward package paid.In highly skilled areas such as the market for chief executives, labour markets can be global, meaning that organisations may buy people from all over the world and sellers (applicants) may go anywhere in order to find suitable work. This results in a competitive situation for both applicants and employers, meaning that a global equilibrium price (level of reward) can seem high in some countries compared to local labour rates (as in Hiakaisland). If there is no suitable applicant prepared to work for a level of reward commensurate with local rates of pay, the company is compelled to pay the going ‘global’ rate whether it wants to or not, possibly including a local market premium.Critical evaluation – arguments againstWhere senior management is ‘parachuted in’ at such a high level of reward compared to local rates, it can make the chief executive in question appear to be grasping and greedy. This, in turn, can be bad for cohesion and loyalty in the workplace.It may also affect the motivation of employees and their willingness to co-operate with management initiatives at times. There is an argument that there should be a fixed multiple between the highest and lowest paid in any organisation. This enables the organisation to demonstrate its commitment to fairness, and to respect local sensibilities about rates of pay. By Mr Hooaccepting a fixed multiple, the company could strengthen its reputation locally and this might create a strategic advantage, especially where the local press and trade unions are concerned.Because living costs are significantly lower on Hiakaisland than in some of the large cities on the Wyland mainland, the ’real income’ on Hiakaisland of a global equilibrium CEO salary is likely to be disproportionately high. In order to enjoy a comfortable life on Hiakaisland, Mr Hoo does not need a salary equivalent to those living in other, more expensive, places.If rewards are not adjusted for local prices, this not only creates the unrest as reported in the case scenario, but also creates additional costs to the employer and hence poorer value for the shareholders.With the CEO having such a high salary compared to local rates, it may make it difficult for Mr Hoo to argue convincingly for cost restraint or in negotiations with employees or trade unions with regard to their rewards. With his own rewards perceived to be disproportionately high by local labour standards, Mr Hoo may be seen as being hypocritical by those he is in negotiations with and this may affect their willingness to negotiate in good faith or to accept his demands. The idea of a social contract is important in many organisations where all parties must believe themselves to have a ‘fair’ deal. This can be difficult when one person is seen to have a larger ‘slice’ compared to others and this, in turn, can affect cohesion and motivation.(d)(i)Hiaka EnergyAddress line 1Address line 2Address line 3Date Minister of IndustryAddress line 1Address line 2Address line 3Dear Minister,Thank you for your recent letter on the subject of internal controls at Hiaka Energy Company (HEC) following the Gojo incident. You may be aware that I have just recently taken over as the chief executive officer (CEO) of HEC. In this letterI would like to explain the plans I have for introducing more stringent internal controls and how I believe that a formalinternal audit function in the company should help to address issues like that which arose in Gojo in the future.T urning first to the difficulties in the recent past, you will be aware of the rough and dramatic terrain over which the Hiaka pipeline has been constructed. At 1,000 km long, this was a very substantial civil engineering project and required a great deal of technical expertise in its construction. It passes through hundreds of kilometres of a remote area in which accessing the pipeline is difficult. This can mean that a visual monitoring of the pipeline and its surroundings, perhaps for threats like rock slides, can be difficult.Despite this challenge, the company does implement maintenance encampments at strategic positions along the length of the pipeline. In taking over from the previous CEO, I have regrettably learned that conditions on these bases are not as comfortable for workers as I would like and as the workers deserve. One of the consequences is that work in these locations is not seen as attractive, morale is sometimes low and it is difficult to recruit people for this work. This can result in a lack of motivation and perhaps less attention to technical detail than is required in providing the highest levels of internal control.Recent years have also witnessed some poor industrial relations between workers and management. You will be aware of the importance of a high level of trust in an organisation and I suspect these problems may have had an effect on the effectiveness of our internal controls. This is not to excuse a lack of attention to internal controls, but it may go some way to explain why things have deteriorated to the extent that they have.In order to provide the levels of maintenance required along the length of the pipeline, HEC has relied for some time on foreign labour acquired from beyond the borders of Wyland. A number of languages are spoken by these people, and it is sometimes difficult to convey detailed technical messages to people when they are uncertain in the language of Wyland. Clear and unambiguous information is necessary in the effective implementation of internal controls and this has not always been possible in the past because of these language problems.(ii)In addressing these problems, however, I am pleased to convey to you that I have recently gained the support of the board to establish a full internal audit function at HEC reporting directly to the board of directors. I see a number of benefits from this once it is established and operating effectively. I hope this will reassure the Wyland government and our other stakeholders.Internal audit functions, such as the one envisaged for HEC, have traditionally had four general roles: to address and assure the quality and effectiveness of internal control systems, of risk management, of technical and legal compliance issues and also of the value for money returned to our shareholders and others. I personally see these roles as interconnected and believe that a great deal of benefit will result in the future.With regard to the effectiveness of internal controls, HEC faces a unique challenge with the physical size and geographical spread of its operations. With such a complex operation and so many stakeholders in the successful delivery of energy from Hiakaisland, internal audit will provide an effective control over these operations. The same applies to the risks which HEC faces. Our new risk manager, Gerry Jupp, has already begun the task of registering andassessing the risks, but internal audit will systematise this and ensure that these are subjected to regular and thoroughinternal audit. This will provide assurance that there are no omissions and that each risk is assessed and recorded asrequired by the internal audit procedures.As an energy company working under Wyland law, HEC is subject to both national regulations and technical rules. Ournew internal audit function will provide assurance that each requirement is taken into account and that the levels ofcompliance are monitored and corrected as necessary. This also applies to the contractual terms of our supply agreementwith the government of Exland. Finally, our new internal audit department will help the company to achieve value formoney. This is not only important for the shareholders but we are aware that sound financial management is a key partof corporate governance and that we also want to achieve value for our customers and employees. Ensuring thatprocurements and other asset purchases are best value, for example, will help us to achieve this. Had such an effectiveinternal audit function been in place at the time of its construction, the pipeline could have been constructed withinbudget and on time rather than being late and over budget as was actually the case.I hope I have been able to address some of your concerns about HEC and that the company continues to enjoy goodrelations with the Wyland government.With all best wishes,Yours sincerely,Gavin HooChief executive2(a)Distinguish between rules and principlesRules and principles are the two general approaches taken to the regulation of corporate governance practice. The United States and Sarbanes-Oxley is the only major example of a rules-based approach, with most countries preferring to regulate governance behaviour through the observation of general principles.In a rules-based approach such as Sarbanes-Oxley (‘Sarbox’ or ‘Sox’), the legal enforceability of the Act requires total compliance in all details. This places a substantial compliance cost upon affected companies and creates a large number of compliance advice consultancies to help companies ensure compliance. It is the judiciary rather than investors which monitors and punishes transgression and this means that there is no theoretical distinction drawn between major or minor compliance failures. This is sometimes seen, therefore, to be clumsy or un-nuanced as a means of enforcement.In a principles-based jurisdiction, listed companies are required by the stock exchange (rather than the law) to meet certain standards of compliance. These standards are usually expressed in a corporate governance code. Companies are required, by the stock exchange’s listing rules, to comply in detail with all provisions in the code but may, if unable to do so, report to the shareholders the ways in which compliance is not fully achieved, the reasons for the lack of compliance and when the company expects to be back in full compliance. The shareholders may then assess the transgression and take appropriate action themselves. Such action can be in the form of direct complaints to management or investor relations, or reducing their holdings of those shares, thereby reducing company value. In other words, the market rather than the state enforces and regulates compliance and this is thought by some to be a more efficient enforcement mechanism.Disadvantages of Sarbanes-Oxley and rules-based approachesThe first disadvantage is that costs are incurred in ensuring and demonstrating compliance. It can be convincingly argued that a substantial proportion of this cost adds very little value to shareholders, especially in small companies, and resources are diverted to demonstrating minor areas of compliance which could be used more effectively elsewhere (such as in company operations). Because compliance on the ‘big’ issues is accorded equal weight in law to compliance with ‘small’ issues, costs are disproportionately incurred in demonstrating compliance in some non-critical areas.Second, compliance is seen to be an inflexible ‘box ticking’ exercise and this can sometimes mean that companies lose perspective of what are the most important aspects of governance and what can sometimes be a less important provision to comply with. Disproportionate amounts of management time can be used in ensuring compliance in an area which may be less important to shareholders, but which is nevertheless an important ‘box’ to have ticked.Third, infringements and transgressions are punished by the state through its judiciary and not by those most directly affected by such transgressions: the shareholders. Those in favour of principles-based approaches argue that there is a greater economic efficiency in having governance monitored by those with the strongest stake in gains and losses (the shareholders), rather than the (in comparison) inefficient and undiscerning agents of the state. In many cases, agents of the state are unable to distinguish between major and minor infringements, merely noticing that a ‘box’ is ‘unticked’ and pursuing punishment asa result.(b)AgencyIn the context of corporate governance, agency refers to the relationship between the principal and an agent. The principal appoints an agent to act on his or her behalf in order to maximise the outcome sought by the principal. In the case of a business organisation with a separation of ownership and control, this relationship comprises shareholders (principals) and directors (agents). As agents, directors’ responsibilities should be primarily concerned with maximising the long-term returns to shareholders and providing timely, accurate and truthful information to shareholders in terms of reporting. The production of reports on internal controls is an important part of this reporting.Benefits of ‘maintaining a system of internal control over financial reporting’First, the system is important for ensuring that information can be accessed as necessary for management decision-making purposes, for reporting, or as part of an audit trail. Information needs to be reliable whenever it is used, either for internal management purposes or for shareholders, and a robust system to produce reporting information is necessary for that. This includes the benefit of the timely delivery of reports.Second, the case describes the importance of accurate ‘evidential matter’ in the preparation of reports. This may be important in providing an audit trail and to demonstrate that the systems and reporting are compliant with GAAP or other relevant systems of accounting rules (such as IFRS). These make it more likely that the reports will be truthful and reliable, both of which are important information qualities for shareholders. The evidential matter is likely to be able to demonstrate that the contents of the external report have been arrived at by using outputs from measurement systems compliant with relevant standards and this will satisfy external auditors, and, in turn, shareholders.Third, the report on internal control (IC) is capable of providing assurance to investors that the company is being well run and that it has effective internal controls capable of supporting a strategy which can maximise the long-term returns needed.As agents of the shareholders’ interests, directors must demonstrate they are responsible stewards of shareholder value. A report on the adequacy of internal controls in place in the company is a convincing way of achieving this.Fourth, because code compliance is mandatory in a rules-based jurisdiction (Sarbanes-Oxley in the case scenario), the maintenance of an effective system of internal control allows management to clearly demonstrate its compliance with the effective laws governing corporate governance. Because there are legal and reputational penalties for any compliance failures (even small ones), the clear and unambiguous signalling of compliance is important to shareholders and the availability of legal sanctions for non-compliance provides greater deterrents and provides greater assurance about the effectiveness of internal controls to shareholders.(c)Arguments for the exemptionFirst, smaller companies generally exist in less complicated environments than larger companies (i.e. with fewer potential risks and less dynamic risks) and are consequently less exposed than larger companies to some losses. Size confers political visibility and a wider range of stakeholder claims upon the organisation. Furthermore, there is less risk to society and to investors from individual smaller company losses. Whereas a large company with inadequate internal controls and/or poor IC reporting may cause thousands of job losses, large losses to share portfolios and individual investors, there is likely to be less overall risk to society and to general investors if a small company slightly misreports the adequacy of its internal controls. It is also likely that small companies do not have widely distributed share ownership, in many cases having the owners being managers. This may mean that shareholders may not need or want the full levels of disclosure of such monitoring compared to larger companies with more distributed share ownership and a greater ‘distance’ between ownership and management.Second, there are also likely to be disproportionate costs (compared to output volumes) of putting systems in place for gathering the necessary ‘evidential matter’. Even when infrastructure is installed, management time is required to prepare evidence of compliance. The preparation and publication of the s.404 report itself can also be disproportionately expensive for a small company because of the fixed costs of report preparation which apply regardless of the variable costs of volumes actually produced.The third reason for exempting smaller companies is that the fixed costs of the infrastructure systems which need to be put into place are disproportionately high for a small company. For a larger company which can allocate the overheads of this investment over a high number of outputs, such costs are manageable or even negligible. For a smaller company with fewer outputs, fixed cost allocation per unit may be seen as unfairly high, especially when cash flow is already very tight and the scope for investment in systems for compliance are very limited.Fourth, the costs of compliance could be a barrier to growth for smaller companies and a disincentive to entrepreneurship.Many believe that any regulation seen as unnecessarily bureaucratic or which does not enjoy the broad support of those affected by it can discourage value creation. This might mean, for example, that affected companies do not grow as quickly as they might, that they may make lower profits and thereby create fewer jobs.3(a)Roles of a nominations committeeNominations committees have five general roles, all of which are concerned with the recommendation of appointments to the board of directors. The first role is to establish the appropriate balance between executive and non-executive directors (NEDs).In some countries, this is influenced by regulation. In the UK, the UK corporate governance code specifies that a half of the whole board should be NEDs. The second role is to ensure that the board contains the requisite skills, knowledge and experience to effectively lead the company and provide leadership. Any identified gaps in these requirements should be filled by new appointments. Third, the nominations committee is concerned with the continuity of required skills, the retention of directors and succession planning. Fourth, it is responsible for determining the most desirable board size given the skill needs, cost constraints and strategies of the company. Finally, the committee is likely to be concerned with issues of diversity and to ensure that the company’s board is adequately representative of the society in which it operates.How to approach the task at HWLIn appointing new directors to the board of HWL, the challenge is finding directors who share the values of the charity and who are also prepared to serve at a market discount. The pressure from Marian Ngogo is to find competent people who match both of these criteria and this is likely to be a substantial challenge.At HWL, the nominations committee could help in several ways with this.。
ACCA考试P1知识点：Integrated Reporting and Sustainability
ACCA考试P1知识点：Integrated Reporting andSustainability本文由高顿ACCA整理发布，转载请注明出处1.4 Social Impact AssessmentSocial impact assessment— "Social impact assessment includes the processes of analyzing, monitoring and managing the intended and unintended social consequences ... of planned interventions (policies, programs, plans, projects) and any social change processes invoked by those interventions. Its primary purpose is to bring about a more sustainable and equitable biophysical and human environment." —International Association for Impact Assessment"The Social Footprint Method (SFM) is an approach to measurement and reporting that quantifies the social sustainability performance of an organisation." —Center for Sustainable OrganisationsAlthough SIA is often conducted as a compliance process for government approvals many resource developers voluntarily undertake SIA to understand better their Social Footprint (SF) and respond to societal expectations.Unlike the EF, which measures an entity's use of, and impact on, natural capital, the SF deals with impacts on people and communities, measured through the concept of using "anthro capital" (capital created by people).Unlike the EF, the SF can be increased; a greater investment can be made in each area of the SF to increase the capital available.**Increasing the school leaving age and providing greater skills training (SF investment) helps to ensure that a welleducated workforce is available for economic development (capital increase).Anthro capital, which underlines the well-being of people, comprises three elements:Human capital (e.g. personal health, knowledge, skills, experience, human rights, ethical entitlements);Social capital (e.g. social networks, cohesion, shared interests, mutually held knowledge, democratic activities, goodwill, social intercourse); andConstructed capital (e.g. physical infrastructures, roads, utilities built by people).As with CSR, there is a broad spectrum of views on the concept of SF and who holds what responsibilities. At one end, the view is that governments are responsible for society and should thus ensure appropriate levels of anthro capital are available.However, at some stage along the spectrum, organizational demands on anthro capital may be such that governments will not or cannot sustain the needs of organisations. At that stage, the organisation may become a net benefactor to the anthro capital of society.**In most developing nations, the SF of an organisation can be substantial because of lax governmental regulations and involvement.Also, an organisation's CSR philosophy may include a postconventional, normative approach to its effect on employees, the community and society, regardless of the government's support of anthro capital.更多ACCA资讯请关注高顿ACCA官网：。
ACCA份考试真题(P1)
考试真题（P1）Section A - This ONE question is compulsory and MUST be attempted1 In the 2009 results presentation to analysts,the chief executive of ZPT,a global internet communications company,announced an excellent set of results to the waiting audience.Chief executive Clive Xu announced that, compared to 2008,sales had increased by 50%,profi ts by 100% and total assets by 80%.The dividend was to be doubled from the previous year.He also announced that based on their outstanding performance,the executive directors would be paid large bonuses in line with their contracts.His own bonus as chief executive would be $20 million.When one of the analysts asked if the bonus was excessive,Mr Xu reminded the audience that the share price had risen 45% over the course of the year because of his efforts in skilfully guiding the company.He said that he expected the share price to rise further on the results announcement,which it duly did. Because the results exceeded market expectation,the share price rose another 25% to $52.Three months later,Clive Xu called a press conference to announce a restatement of the 2009 results.This was necessary,he said,because of some 'regrettable accounting errors'.This followed a meeting between ZPT and the legal authorities who were investigating a possible fraud at ZPT.He disclosed that in fact the fi gures for 2009 were increases of 10% for sales,20% for profi ts and 15% for total assets which were all signifi cantly below market expectations.The proposed dividend would now only be a modest 10% more than last year.He said that he expected a market reaction to the restatement but hoped that it would only be a short-term effect.The first questioner from the audience asked why the auditors had not spotted and corrected the fundamental accounting errors and the second questioner asked whether such a disparity between initial and restated results was due to fraud rather than 'accounting errors'.When a journalist asked Clive Xu if he intended to pay back the $20 million bonus that had been based on the previous results,Mr Xu said he did not.The share price fell dramatically upon the restatement announcement and,because ZPT was such a large company,it made headlines in the business pages in many countries.Later that month,the company announced that following an internal investigation,there would be further restatements,all dramatically downwards,for the years 2006 and 2007.This caused another mass selling of ZPT shares resulting in a fi nal share value the following day of $1.This represented a loss of shareholder value of $12 billion from the peak share price.Clive Xu resigned and the government regulator for businessordered an investigation into what had happened at ZPT.The shares were suspended by the stock exchange.A month later, having failed to gain protection from its creditors in the courts,ZPT was declared bankrupt. Nothing was paid out to shareholders whilst suppliers received a fraction of the amounts due to them. Some non-current assets were acquired by competitors but all of ZPT ' s 54,000 employees lost their jobs,mostly with little or no termination payment.Because the ZPT employees ' pension fund was not protected from creditors,the value of that was also severely reduced to pay debts which meant that employees with many years ofservice would have a greatly reduced pension to rely on in old age.ced to pay debts which meant that employees with many years of service would have a greatly reduced pension to rely on in old age.ced to pay debts which meant that employees with many years of service would have a greatly reduced pension to rely on in old age.ced to pay debts which meant that employees with many years of service would have a greatly reduced pension to rely on in old age.The government investigation found that ZPT had been maintaining false accounting records for several years. This was done by developing an overly-complicated company structure that contained a network of international branches and a business model that was diffi cult to understand.Whereas ZPT had begun as a simple telecommunications company,Clive Xu had increased the complexity of the company so that he could 'hide' losses and mis- report profi ts. In the company ' s reporting,he also substantiallyoverestimated the value of future customer supply contracts.The investigation also found a number of signifi cant internal control defi ciencies including no effective management oversight of the external reporting process and a disregard of the relevant accounting standards.In addition to Mr Xu,several other directors were complicit in the activities although Shazia Lo,a senior qualifi ed accountant working for the fi nancial director,had been unhappy about the situation for some time.She had approached the fi nance director with her concerns but having failed to get the answers she felt she needed,had threatened to tell the press that future customer supply contract values had been intentionally and materially overstated (the change in fair value would have had a profi t impact )。
ACCA考试P1总结讲义
ACCA考试P1总结讲义本文由高顿ACCA整理发布，转载请注明出处Governance:Directors(a)ChairmanRunning the board and setting its agendaEnsuring the board receives accurate and timely informationEnsuring effective communication with shareholdersEnsuring sufficient time is allowed for discussion of controversial issuesTaking the lead in board developmentFacilitating board appraisalEncouraging active engagement by all the members of the boardReporting in and signing off accounts(b) CEOBusiness strategy and managementInvestment and financingRisk managementEstablishing the company’s managementBoard committeesLiaison with stakeholders(c) Division of responsibilitiesCEO run the company, Chairman run the board and take the lead in liaising withshareholdersChairman carries the authority of the board, CEO has the authority that isdelegated by the board. Unfettered powers is concentrated into on pair of handsAvoiding conflict of interestBoard can’t make the CEO accountabl e for management if it is led by CEOBoard is more able to express its concerns effectively by providing a point ofreporting for the NEDsChairman is responsible for obtaining the information that other directorsrequire to exercise proper oversight and monitor the organizationeffectivelyCompliance with governance best practice and hence reassures shareholders(d) Roles of NEDsStrategy. Contribute to, and challenge the direction of, StrategyScrutiny. Scrutiny the performance of executive management in meeting goals andobjectives and monitor the reporting of performance.Risk. Financial information is accurate and financial controls and systems ofrisk management are robust.People. Determining appropriate levels of remuneration for executives, and arekey figures in the appointment and removal of senior managers and in successionplanning Contribution of NEDs:Better balanced board(power, skills and experiences)Representing shareholder interests(put shareholders’ viewpoint in board dis cussion,) Monitoring function(monitors risks, controls and operations effectively, theperformance of executive directors)(e) Advantages of NEDsExternal experience and knowledge which executive directors do not possess.Provide a wider perspective than executive directorsA comfort factor for third parties such as investors or creditorsCertain roles (father confessor: being a confidant for the chairmanand other directors; oil-can: intervening to make the board run moreeffectively; high-sheriff: if necessary taking steps to remove thechairman or CEO)Full board members who are excepted to have the level of knowledge that fullboard membership implies.(f) Problems of NEDsLack independence (no business, financial or other connection;Cross-directorships; should not take part in share option schemes and theirservice should not be pensionable; Appointments should not be for aspecified term and reappointment should not be automatic; Procedures shouldexist to ensure NEDs take independent advice) Prejudice and against widening the recruitment of NEDsHigh-calibre NEDs may gravitate towards the best run companiesHave difficulty imposing their views upon the board.Not enough emphasis is given to the role of NEDs in preventing troubleLimited timeDamage company performance by weakening board unity and stiflingentrepreneurship(g) Remuneration packageBasic salary(experience, market rate)Performance related bonuses(transaction bonuses; loyalty bonuses)SharesShare options (align management and shareholder interests, particularlyheld for a long time)Benefits in kind (transport/ health provisions / life assurance /holidays / expenses / loans)Pensions(h) Remuneration policyPay scalesProportion of different types of rewardPeriodBe related to measureable performanceBalance between short and long-term performance elementsTransparencyResponsibilities of the boardFormal schedule of matters specifically reserved to it for decisionat board meetings Monitoring the CEOOverseeing strategyMonitoring risks, control systems and governanceMonitoring the human capital aspects of the company, eg succession, morale,training Monitoring potential conflicts of interestEnsuring that there is effective communication of its strategic plans.Nomination Committee(a)Consist mainly of NEDs, to consider:The balance between executive and independent NEDsThe skills, knowledge and experience possessed by the current boardThe need for continuity and succession planningThe desirable size of the boardThe need to attract board members from a diversity or backgrounds(b)InductionBuild an understanding of the nature of the company, its business and itsmarkets;Build a link with the comp any’s peopleBuild an understanding of the company’s main relationship including meetingswith auditors(c) Continuing professional developmentExtend their knowledge and skills continuously;Concentrate on the role of board, obligations and entitlements of existing directorsand the behaviors needed for effective board performance.Audit committee(a)FunctionImprove the quality of financial reportingReduce the opportunity for fraudEnable the NEDs continue an independent judgement and play a positive roleHelp the finance director (raise issues of concern; get difficult things done)Strengthen the position of the external auditorThe External auditor can asserthis independence when dispute withmanagement Strengthen the position of the internal auditorIncrease public confidence(b) Review of financial statements andsystemsConsidering performance indicators and information systems that allowmonitoring of the most significant business and financial risks.(c) Liaison with external auditorsBeing responsible for the appointment or removal of the external auditorsAny other threats to external auditor independence (non-audit service; conflictof interest)Discussing the scope of the external auditActing as a forum for liaison between the external auditors, the IAs and thefinance directorsHelping the external auditors to obtain the informationMaking themselves available to the external auditors for consultantDealing with any serious reservations.(d)Review of internal auditStandards including objectivity, technical knowledge and professional standardsScope including how much emphasis is given to different types of reviewResources (enough hours, personal technical and skills)Reporting arrangementsWork plan (review of controls and coverage of high risk areas)Liaison with external auditorsResultsRelate to external auditor (increase the independence of external auditor; actas liaison person to facilitate the communication between the executivedirectors and externalauditors; Act as coordinate the work between externalauditor and internal auditor; To monitor the independence and quality of workof external auditor)Related to internal audit function (To approve the appointment ortermination???? of appointment of the head of internal audit; To review the workof the internal audit function)(e)Review of internal controlMonitor the adequacy of internal control systems in mitigating???? risks(control environment, management’s attitude)Cover legal compliance and ethicsAddress the risk of fraud (report fraud, frand to be investigated)Reviewing the company’s statement on internal controlsConsider the recommendation of the auditors in the management letter andmanagement’s responseActive supervisory role (review major transactions)(f)Review of risk managementConfirming a formal policy in place for risk management, risk management isupdated to reflect current positions and strategy.(g) Independence of internal auditcommittee:Only be effective if NEDs are independence.Crucial to discuss the management’s competence and judgement with the externalauditors, if not, they may feel loyalty towards managementInvestors’ confidenceReporting of the internal audit committee need the NEDs’ independence,otherwise influence the integrity of the auditors.Internal auditors/external auditors comparison of role in the context ofcorporate governance(a)Assess the need for internal auditScale, diversity and complexity of the com pany’s operationsNumber of employeesCost-benefit considerationsChanges in organizational structureChanges in key risksProblems with internal control systemsIncreased number of unexplained or unacceptable events(b)Role of internal audit functionIndependent checking, examination and evaluation the internal control systemestablished by executive director.Internal control over financial reportingFS whether show true and fairInternal control over operationOperational information(management information)Review of “3E”Review of compliance with laws and regulationsReview of safeguarding of the organization’s assetsReview of implementation of corporate goals and objectivesReview of significant risks to the organisation, monitoring risk managementpolicy and risk management strategies.(c) Advantages of appointing internalauditor from outside the company:External appointment would bring detachment and independence (reduce or avoidsthe independence and familiarity threats)An external appointment would help with independence and objectivity. Own nopersonal loyalties nor ‘favours’ from previous positions. Have no personalgrievances nor conflicts with other people. (Increase the confidence ofinvestors)Some benefit would be expected from the “new broom effect’ in that theappointment would see the company through fresh eyes .(bring a fresh pair ofeyes to the task) Come in with new ideas and expertise gained from other situationsThe possibility exists for the transfer of best practice in from outside.(bestpractice and current developments can be introduced)(d) Review of the risk managementIdentification. Risks comes and go with the changing nature of businessactivity, and with the continual change in any orga nization’s environment.Assessment. The probability of the risk being realized; the impact or hazard.Review. Analyses the controls that the organization has.Report. A report on the review is produced and submitted to the principal.(e)Social and environmental audit: WhyThere is a growing belief that environment issues represent a source of risk interms of unforeseen liabilities, reputational damage, or similar.The ethical performance of a business, such as its social and environmentalbehaviour, is a factor in some people’s decision to engage with thebusiness in its resource and product markets.An increasing number of investors are using social and environmentalperformance as a key criterion for their investment decisions.(f)Environmental audit: whatIs a systematic, documented, periodic and objective evaluation of how well anentity, its management and equipment are performing, with the aim of helping tosafeguard theenvironment by facilitating(??) management control of environmentpractice and assessing compliance with entity policies and externalregulations.更多ACCA资讯请关注高顿ACCA官网：。
《P1专业会计师》笔记5
《P1专业会计师》笔记5本文由高顿ACCA整理发布，转载请注明出处Board committeeRole & Purpose of internal audit committee（1）Consisting entirely of independent non-executive directors with atleast one has had relative accounting or financial experience.（2）Reviewing financial statements and systems includingquarterly/interim/annual accounts, financial reporting and budgetary systems.（3）Keeping liaison with external auditors, includingappointing/removing of the external auditors, considering the threats toexternal auditor independence, discussing the scope of external audit, acting asa forum between external auditors, internal auditors and financial director andhelping external auditors to obtain the information.（4）Reviewing internal audit through the following aspects: standards,scope, resources, work plan and reporting.（5）Reviewing internal control through the following aspects: theadequacy of internal control system （focusing on control environment），legalcompliance/ethnic/codes of conduct, risk of f raud, and company’s annualstatement on internal control.（6）Reviewing risk management through the following aspects: confirmingthere is a formal risk management policy in place, confirming risk managementis updated to reflect current position and strategy, and reviewing thearrangements in order to ensure that responsibilities are aware by manager andstaff.（7）Involving in implementing and reviewing one-off investigation.Role & Purpose of remunerationcommittee（1）Consisting of independent non-executive directors.（2）In charge of determining general remunerations policy on executivedirectors.（3）Determining specific remuneration package for each director.（4）Reporting to the shareholders about remuneration policy andpackages of individual directors.Role & Purpose of nominationcommittee（1）Overseeing the process for board appointments and make recommendationsto the board.（2）Reviewing regularly the structure, size and composition of theboard. Ensure appropriate management diversity to board composition.（3）Evaluating regularly the balance of skills, knowledge andexperience of the board. Consider the balance between executive director andnon-executive directors.（4）Consider issues relating to re-election and reappointment ofdirectors.Role & Purpose of riskcommittee（1）Approving the organization’s risk management strategy and riskmanagement policy.（2）Reviewing reports on key risks prepared by business operatingunits, management and the board.（3）Monitoring overall exposure to risk and ensuring it remains withinlimits set by the board.（4）Assessing the effectiveness of the organization’s risk managementsystems.（5）Providing early warning to the board on emerging risk issues andsignificant changes in the company’s exposure to risks.（6）Reviewing the company’s statement in conjunction with the auditcommittee, on internal control with reference to risk management.Director’sremunerationRemuneration policy& strategy（Remuneration policy）（1）Pay scales applied to each director’s package.（2）Proportion of different types of reward within each package.（3）What proportion of rewards should be related to measurableperformance.（4）Transparency of direct ors’ remuneration.（5）Period within which performance related elements become payable.（Remuneration strategy）（1）Board is motivated to strive to increase performance and adequatelyrewarded when performance improvements are achieved.（2）Board is seen to be paid appropriately for their efforts andsuccess, and not be criticized for excessive pay.（3）Remuneration strategy should create a link to corporate strategy.To what extent it links is a measure of the remuneration strategy’s succe ss.（4）Remuneration strategy should consider problems such as choice ofwrong measure, excessive focus on short-term results.（5）Remuneration strategy should consider encouraging long-term loyaltythrough share purchases schemes, the availability of company resources, morebenefit in kind for lower basic salary.Remuneration packages（Basic salary）Is not related to performance, but is determinedthrough benchmarking peer group salary, which how much other companies might beprepared to pay.（Performance related bonuses）It is elements of remuneration dependent onthe achievement of some of performance measurement criteria, such as cash bonus.（Shares & share options）（1）Share options are the most common form of long-term incentivescheme. It gives directors the right to buy shares at a specified exerciseprice over a specified time period in the future. If the stock price rises sothat it exceeds the exercise price by the time the option can be exercised,directors can buy at lower price than market price and then might sell it at aprofit.（2）Share options can be used to give the executive the incentive tomanage the company in sch a way that share price rises so that it alignsmanagement and shareholder interests. This alignment would, in theory, overcomethe agency problem.（Benefits in kind & Pensions）（1）Benefits in kind are various non-wage compensations provided todirectors and employees in addition to their normal wages or salaries such aslife insurance, company car scheme, holidays, and loans.（2）There may be separate pension scheme available for directors athigher rates than for employees.Other Issues associated with directors’ remuneration（Legal）（1）Considering compensation for the directors in the case of earlytermination.（2）Aiming to avoid rewarding poor performance.（Ethical）（1）Public reaction to high profile corporation failure where directorswere receiving what was perceived as excessive remuneration in relation totheir performance.（2）Recent changes to best practice disclosure requirements on boardstructure and executive pay.（3）Incorporating business ethics into performance-related remunerationsystem.（Competitive）（1）It is vital for a company to have a proficient, motivated board ofdirectors working for the interest of shareholders.（2）Shareholders should provide the company with resources to recruitand retain directors under competitive terms.（Regulatory）（1）Directors need to submit a remuneration report to members at theannual general meeting each year.（2）The report must provide full details of directors’ remuneration,and should be clear, transparent and understandable to shareholders.（3）When an executive director serves as a non-executive directorelsewhere, the remuneration report should state whether or not the remunerationof that director will retain and what the remuneration is.（4）The increasingly regulatory environment reflects the additionaldemand on and responsibilities of directors, and the heightened externalscrutiny to the remuneration of directors.更多ACCA资讯请关注高顿ACCA官网：。
ACCA《P1专业会计师》基础复习(1)
ACCA《P1专业会计师》基础复习(1)ACCA《P1专业会计师》基础课程讲义（1）AIMTo apply relevant knowledge, skills and exercise professional judgement in carrying out the role of the accountant relating to governance, internal control, compliance and the management of risk within an organisation, in the context of an overall ethical framework.MAIN CAPABILITIESOn successful completion of this paper, candidates should be able to:ADefine governance and explain its function in the effective management and control of organisations and of the resources for which they are accountableBEvaluate the professional accountant’s role in internal control, review and complianceCExplain the role of the accountant in identifying and assessing riskDExplain and evaluate the role of the accountant in controlling and mitigating riskEDemonstrate the application of professional values and judgement through an ethical framework that is in the best interests of society and the profession, in compliance with relevant professional codes, laws and regulations.RELATIONAL DIAGRAM OF MAIN CAPABILITIES2012ACCA《P1专业会计师》基础课程讲义（1）Exam formatThe examination is a three-hour closed book examination, with 15 additional minutes allowed at the start of the exam for reading and planning. The exam will be entirely discursive with questions utilizing various scenarios.The exam will contain two sections. Section A will contain Question 1, which will be worth a total of 50 marks and which will be compulsory. It will include several distinct tasks （listed as （a），（b），（c），etc）and will sample the syllabus quite broadly. Question 1 might contain elements of governance, risk, internal control, and will include some aspect of ethics.One of the features of the Professional level exam paper is the awarding of‘professional marks’。
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高顿名师讲解2013年ACCA考试P1 International codes
知识点
本文由高顿ACCA整理发布，转载请注明出处
International codes and principles of corporate governance
- Relevant to paper P1
Part 1 – the objective and limitations
Introduction
An international statement of principles seeks to establish minimum standards of corporate governance that should apply in all countries. Its main aim is therefore to raise standards in the ‘worst’ countries towards the standards that already exist in the ‘best’ countries.
The result of encouraging better standards of corporate governance should be that: better governance will attract more investment from global investors
Objectives of the OECD Principles
The OECD Principles are published by the Organisation for Economic Co-operation and Development, and they are intended to:
assist governments of countries to improve the legal, regulatory and institutional framework for corporate governance in their countries, and
provide guidance to stock exchanges, investors and companies on how to implement best practice in corporate governance.
The members of the OECD are governments of about 30 economically-developed countries, and its objective is to encourage the development of the world economy. The OECD has recognised that a key to economic development in any country is an efficient market economy in which investors have confidence to invest their money. The introduction to the OECD Principles makes a link between corporate governance and economic growth: ‘Corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence…. The presence of an effective corporate governance system, within an individual company and across an economy as a whole, helps to provide a degree of confidence that is necessary for the proper functioning of a market economy. As a result the cost of capital is lower and firms are encouraged to use resources efficiently, thereby underpinning growth.’
Shareholder rights. The rights of all shareholders should be protected, including the
rights of minority shareholders and foreign shareholders. If a company diverges from a ‘one share one vote’ standard of voting, so that some shareholders have voting power that is disproportionate to the amount of shares they hold, this should be explained and justified by the company. The voting system should enable all shareholders to exercise their votes: the ICGN therefore encourages initiatives to allow voting by telecommunications or other electronic channels.
The board of directors. All directors must act in the best interests of the company and should be accountable to the shareholders as a whole. A wellgoverned company has independent-minded directors and there should be a strong presence of independent non-executive directors on the board.
Corporate citizenship and the ethical conduct of business. The ICGN Principles support the concept of ‘corporate citizenship’ and also the ethical conduct of business by companies. Companies should comply with the law and the board of directors is responsible for maintaining a culture of integrity.
Limitations of international codes or statements of principles
International statements of principle about corporate governance establish minimum acceptable standards of corporate governance, but they have several limitations.
Because they apply to all countries, they can only state general principles. They cannot give detailed guidelines, and so are not specific. Since they are not specific, they are possibly of limited practical value.
The ir main objective is to raise standards of corporate governance in the ‘worst’ countries. They have less relevance for countries where corporate governance standards are above the minimum standard.
Unlike national laws and codes of corporate governance, there is no regulatory authority for international statements of principle. The principles therefore lack any ‘force’. In specific countries, by contrast, there may be a supervisory body or regulatory body with specific responsibility for encouraging or enforcing corporate governance practices.
Prepared by Golden ACCA R&D Center
December, 2012 更多ACCA资讯请关注高顿ACCA官网：。