ACCAspace ACCA P1 习题详解. Provided by. ACCA Research Institute ACCA 课程研究学院. Governance, Risk and Ethics (GRE) 公司治理, 风险和职业道德第三讲 ACCA Lecturer: Jerry Lin

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1 ACCAspace Provided by ACCA Research Institute ACCA 课程研究学院 ACCA P1 习题详解 Governance, Risk and Ethics (GRE) 公司治理, 风险和职业道德第三讲 ACCA Lecturer: Jerry Lin

2 Syllabus Governance and responsibility(a) Internal Control and Review (B) Identifying, assessing and controlling risk(c and D) Professional values and ethics(e) 2

3 Main capabilities required Key word Define Explain Identity Describe Contrast/Distinguish How to answer Definition Def+ 简单展开, 对知识点简单陈述找出内容 Def+ 主要特点比较两样或几样的异同 3

4 Main capabilities required Key word Analyse Assess Discuss Explore Recommend How to answer 分析现在的情况考量优缺点等, 考量看法的准确性 For and against 书本知识 +case+common sense 建议 4

5 Main capabilities required Key word How to answer Contrast the case 支持观点并提供 supporting Criticize 批评观点, 并提供 supporting Evaluate/Critically evaluate 从双方面讨论 ( 支持 / 反对 ) 5

6 Main capabilities required Professional marks(4 out of 50) Use an appropriate subject + Correct format, such as letter, speech, memo + Fluent present with an Introduction, an ending and transition section. 6

7 7 Seamus O'Brien (12/07) P7 (a) Explain the roles of the chairman in corporate g overnance. (5 marks) (b) Assess the benefits of the separation of the role s of chief executive and chairman that Alliya Yongv anich argued for and explain her belief that 'account ability to shareholders' is increased by the separatio n of these roles. (12 marks) 7

8 7 Seamus O'Brien (12/07) P7 At a recent international meeting of business leaders, S eamus O'Brien said that multi-jurisdictional attempts to r egulate corporate governance were futile because of dif ferences in national culture. He drew particular attention to the Organisation for Economic Co-operation and Dev elopment (OECD) and International Corporate Governa nce Network (ICGN) codes, saying that they were, 'silly attempts to harmonise practice'. 8

9 7 Seamus O'Brien (12/07) P7 He said that in some countries, for example, there were 'family reasons' for making the chairman and chief executive the same person. In other countries, he said, the separation of these roles seemed to wo rk. 9

10 7 Seamus O'Brien (12/07) P7 Another delegate, Alliya Yongvanich, said that the r oles of chief executive and chairman should always be separated because of what she called 'accounta bility to shareholders'. One delegate, Vincent Viola, said that the right approach was to allow each coun try to set up its own corporate governance provision s. 10

11 7 Seamus O'Brien (12/07) P7 He said that it was suitable for some countries to pr oduce and abide by their own 'very structured' corp orate governance provisions, but in some other part s of the world, the local culture was to allow what h e called, 'local interpretation of the rules'. He said th at some cultures valued highly structured governan ce systems while others do not care as much. 11

12 答题思路 (a) Explain the roles of the chairman in corporate governance. (5 marks) 1. 看题目分值, 确定答案分点数目和答案长短 2. 明确题目要求, 给定答案模板 (13 问中哪一问 ) 3. 小标题作答 12

13 Answer Running the board and setting its agenda The chairman is responsible for ensuring that the board meets re gularly and runs effectively when it meets. The chairman should encourage active participation by all members of the board and p romote good relations between executive and non-executive dire ctors. Ensuring the board receives accurate and timely information Good information will enable the board to take sound decisions a nd monitor the company effectively 13

14 Answer Communicating with shareholders Financial statements in many jurisdictions include a chairman's statement that must be compatible with other information in the financial statements. The chairman may also be responsible for signing off the financial statements. Ensuring that sufficient time is allowed for discussion of c ontroversial issues The chairman should ensure that board meetings focus on strat egic matters, and that the board takes account of the key issue s and the concerns of all board members. The board should ha ve enough time to consider critical issues and not be faced with unrealistic deadlines for decision-making. 14

15 Answer Taking the lead in board development The chairman is responsible for addressing the development ne eds of the board as a whole and enhancing the effectiveness of t he whole team, also meeting the development needs of individu al directors. The chairman should ensure that the induction progr amme for new directors is comprehensive, formal and tailored. T he chairman should also ensure the performance of the whole b oard, board committees and individuals is appraised at least onc e a year. 15

16 答题思路 (b) Assess the benefits of the separation of the roles of chief executive and chairman that Alliya Yongvanich ar gued for and explain her belief that 'accountability to sh areholders' is increased by the separation of these roles. (12 marks) 1. 看题目分值, 确定答案分点数目和答案长短 2. 明确题目要求, 给定答案模板 (13 问中哪一问 ) 3. 小标题作答 16

17 Answer A. Benefits of splitting the roles(assess) 1. Authority There is an important difference between the authority of the c hairman and the authority of the chief executive, which having the roles taken by different people will clarify. The chairman ca rries the authority of the board whereas the chief executive ha s the authority that is delegated by the board. Having the roles separate emphasises that the chairman is acting on behalf of t he board, whereas the chief executive has the authority given in his terms of appointment. 17

18 Answer 2. Time considerations An important argument in favour of splitting the roles of chairm an and chief executive is that both are very demanding functio ns. In large, complex organisations no one individual will have the time to do both jobs effectively. Splitting the roles means t hat the chairman is responsible for the functions of leading an d running the board described in (a), the chief executive for ru nning the organisation and developing its strategy. 18

19 Answer 3. Leadership of non-executive directors Governance reports emphasise the importance of a strong, inf luential presence of independent nonexecutive directors. A no n-executive chairman can provide effective leadership for the non-executive directors. 19

20 Answer 4. Information for non-executive directors The chairman is responsible for obtaining the information that other directors require to exercise proper oversight. If the chair man is also chief executive, then directors may not be sure th at the information they are getting is sufficient and objective e nough to support their supervision. The chairman should ensu re that the board is receiving sufficient information to make inf ormed decisions, and should put pressure on the chief executi ve if the chairman believes that the chief executive is not provi ding adequate information. 20

21 Answer 5. Information for markets Having a separate chairman means that there is a division of r oles between the person responsible for communicating busin ess performance to markets (the chairman), and the person re sponsible for that performance (the chief executive). 21

22 Answer B. Accountability(EXPLAIN) Definition Accountability means ensuring that the chief executive is ans werable for the consequences of his actions. 1. Role in appraising chief executive A separate chairman can take responsibility for regularly appr aising the chief executive's performance. The chairman may a lso be responsible for advising the remuneration committee on the chief executive's remuneration, having taken account of sh areholder views. 22

23 Answer 2. Focal point for non-executive directors If the non-executive directors or shareholders have concerns about the way executive management is running the company, a chairman not involved in executive management can offer an effective point for reporting these concerns. If however the chief executive is also the chairman, the non-executive directo rs may doubt his objectivity, as he is ultimately responsible for managing the company. 23

24 Answer 3. Ensuring accountability to shareholders The UK Corporate Governance Code and other reports stress the role of the chairman in seeking the views of shareholders and ensuring effective communication with them. This provide s a means for shareholders to raise concerns about the chief executive, and the chairman, as board representative, can ulti mately beheld to account for this. 24

25 Answer 4. Ensuring legal accountability As representative of the board, the chairman can be held resp onsible in law for its activities including the supervision exercis ed over the chief executive. 25

26 评分标准 (a) 1 mark for each relevant role clearly identified Max 5 (b) Benefits of separation of roles: Up to 2 marks for each point identified and assessed as an argument Max 10 Accountability and separation of roles: 1 mark for e ach point made explaining the comment Max 4 Max 12 26

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