2016年ACCA考試《會計師與企業(yè)》模擬試題

　　3 TQ Company，a listed company，recently went into administration (it had become insolvent and was being managed by a firm of insolvency practitioners).A group of shareholders expressed the belief that it was the chairman，Miss Heike Hoiku，who was primarily to blame. Although the company’s management had made a number of strategic errors that brought about the company failure，the shareholders blamed the chairman for failing to hold senior management to account. In particular，they were angry that Miss Hoiku had not challenged chief executive Rupert Smith who was regarded by some as arrogant and domineering. Some said that Miss Hoiku was scared of Mr Smith.

　　Some shareholders wrote a letter to Miss Hoiku last year demanding that she hold Mr Smith to account for a number of previous strategic errors. They also asked her to explain why she had not warned of the strategic problems in her chairman’s statement in the annual report earlier in the year. In particular，they asked if she could remove Mr Smith from office for incompetence. Miss Hoiku replied saying that whilst she understood their concerns，it was difficult to remove a serving chief executive from office.

　　Some of the shareholders believed that Mr Smith may have performed better in his role had his reward package been better designed in the first place. There was previously a remuneration committee at TQ but when two of its four non-executive members left the company，they were not replaced and so the committee effectively collapsed. Mr Smith was then able to propose his own remuneration package and Miss Hoiku did not feel able to refuse him. He massively increased the proportion of the package that was basic salary and also awarded himself a new and much more expensive company car. Some shareholders regarded the car as ‘excessively’ expensive. In addition， suspecting that the company’s performance might deteriorate this year，he exercised all of his share options last year and immediately sold all of his shares in TQ Company.

　　It was noted that Mr Smith spent long periods of time travelling away on company business whilst less experienced directors struggled with implementing strategy at the company headquarters. This meant that operational procedures were often uncoordinated and this was one of the causes of the eventual strategic failure.

　　(a) Miss Hoiku stated that it was difficult to remove a serving chief executive from office.

　　Required：

　　(i) Explain the ways in which a company director can leave the service of a board. (4 marks)

　　(ii) Discuss Miss Hoiku‘s statement that it is difficult to remove a serving chief executive from a board. (4 marks)

　　(b) Assess，in the context of the case，the importance of the chairman’s statement to shareholders in TQ Company’s annual report. (5 marks)

　　(c) Criticise the structure of the reward package that Mr Smith awarded himself. (4 marks)

　　(d) Criticise Miss Hoiku‘s performance as chairman of TQ Company. (8 marks)

　　(25 marks)

　　4 John Pentanol was appointed as risk manager at H&Z Company a year ago and he decided that his first task was to examine the risks that faced the company. He concluded that the company faced three major risks，which he assessed by examining the impact that would occur if the risk were to materialise. He assessed Risk 1 as being of low potential impact as even if it materialised it would have little effect on the company’s strategy. Risk 2 was assessed as being of medium potential impact whilst a third risk，Risk 3，was assessed as being of very high potential impact.

　　When John realised the potential impact of Risk 3 materialising，he issued urgent advice to the board to withdraw from the activity that gave rise to Risk 3 being incurred. In the advice he said that the impact of Risk 3 was potentially enormous and it would be irresponsible for H&Z to continue to bear that risk.

　　The company commercial director，Jane Xylene，said that John Pentanol and his job at H&Z were unnecessary and that risk management was ‘very expensive for the benefits achieved’. She said that all risk managers do is to tell people what can’t be done and that they are pessimists by nature. She said she wanted to see entrepreneurial risk takers in H&Z and not risk managers who，she believed，tended to discourage enterprise.

　　John replied that it was his job to eliminate all of the highest risks at H&Z Company. He said that all risk was bad and needed to be eliminated if possible. If it couldn’t be eliminated，he said that it should be minimised.

　　(a) The risk manager has an important role to play in an organisation’s risk management.

　　Required：

　　(i) Describe the roles of a risk manager. (4 marks)

　　(ii) Assess John Pentanol’s understanding of his role. (4 marks)

　　(b) With reference to a risk assessment framework as appropriate， criticise John’s advice that H&Z should withdraw from the activity that incurs Risk 3. (6 marks)

　　(c) Jane Xylene expressed a particular view about the value of risk management in H&Z Company. She also said that she wanted to see ‘entrepreneurial risk takers’.

　　Required：

　　(i) Define ‘entrepreneurial risk’ and explain why it is important to accept entrepreneurial risk in business organisations; (4 marks)

　　(ii) Critically evaluate Jane Xylene‘s view of risk management. (7 marks)

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