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Board of Directors.()

A.销售和市场部

B.人力资源部

C.研究和开发室

D.质量监控室

E.董事会

F.行政部G.生产部H.采购室I.会计部J.首席执行官

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第1题
MONTHLY MEETING MINUTES OF BOARD OF DIRECTORS Time: 2:30 p.m., March 5, 2015 Place: C
onference room, second floor of 3T Co. Ltd. Participants: All the directors Chairman: Chairman of the board, Mr. William Forest Minutes keeper: Linda The main activities at the meeting are as follows: Firstly, Mr. William Forest, chairman of the board, made a report on the work and total sales of the company this season. Then the report was followed by a heated discussion. Secondly, all the directors agreed to hold a press conference for the company next month. Thirdly, the meeting suggested inviting experts from Canada to give a five-day training course to staff in the Sales Department. The meeting finished at 3:30 p.m.

1. Who are the meeting participants().

A. The executive assistants.

B. The directors.

C. The interviewees.

2. How many activities does the meeting have().

A. The executive assistants.

B. The directors.

C. The interviewees.

3. Mr. William Forest made a report ()this season.

A. on training course to staff in the Sales Department

B. on the advertisement policies of the company

C. on the work and total sales of the company

4. What did all the directors agree to do ()

A. To carry out a training project in the company next year.

B. To have another board meeting of all directors next season.

C. Tohave a press conference for the company next month.

5. How long did the meeting last ()

A.1.5 hours.

B.1 hour.

C.2 hour.

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第2题
(a) Contrast the role of internal and external auditors. (8 marks)(b) Conoy Co designs and

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

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

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

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

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

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

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

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

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

Required:

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

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第3题
Gilt Ltd is a small company with an issued share capital of 100,000 £1 shares held by 100
members.

Harry, the managing director of Gilt Ltd, has been approached by Itt plc in respect of its making a takeover bid for Gilt Ltd. Itt plc has given Harry what is described as a facility fee of £50,000 for ensuring that the takeover is successful.

At the next board meeting Harry convinces the other directors that the take-over bid is in the long-term interest of Gilt Ltd, but they are concerned that the holders of the majority of the issued share capital will not approve of the takeover.

In order to ensure the success of the takeover, the directors of Gilt Ltd agree that they should allot suffi cient new shares to Itt plc to ensure that a new majority of members will support the takeover.

After the allocation of the shares to Itt plc a general meeting is called to consider the takeover and it is approved, with Itt plc voting in favour.

May, a substantial shareholder in Gilt Ltd has subsequently found out about the actions of Itt plc, Harry and the other directors.

Required:

Advise May as to the legality of the share allotment and as to what action can be taken against Harry.

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第4题
Branscombe Co has been supplying and fitting premium bathrooms and kitchens in hotel chain
s throughout Effland for the past 20 years. The company started as a small family concern, but because of the rapid growth it experienced and an associated need for additional capital, it was recently listed on the national stock exchange by an initial public offering.

To remain fully compliant with the Effland corporate governance code, the board established audit, remuneration and nomination committees which were solely populated by independent non-executive directors. However, it did not consider it necessary to create a separate risk committee because the board believed that the remit of the audit committee included all aspects of risk management policy. This explanation was formally submitted to the shareholders at its first general meeting, who agreed with the board’s proposal.

As part of its expansion strategy, the board of Branscombe Co decided it needed to enter overseas markets, and in particular the developing country of Geeland. The reason that Geeland was selected as a suitable market was because it had experienced rapid economic growth and domestic prosperity following the discovery of rich, offshore mineral deposits. Unfortunately, this small island nation has never enjoyed stable democratic government and is notorious for corrupt business practices, with customs officials regularly demanding bribes from both importers and exporters. As a result, Geeland has a poor international credit rating. In order to attract both domestic and foreign inward investment, the government of Geeland operates with very low levels of indirect tax, which has stimulated the island’s tourist industry and led in turn to a significant increase in hotel building.

Following a successful tendering exercise, Branscombe Co was awarded the contract to supply all of the bathroom equipment for a 200-room hotel, currently under construction in a remote area of the island. The total value of the supply contract amounted to Geeland $1,800,000, and it was to be paid in three equal instalments as the bathrooms were delivered to the hotel. The contract assigns responsibility for shipping the goods the 3,000 km from Effland to the island solely with Branscombe Co, and no payment will be made until an agreed volume of goods clears Geeland customs. A further problem is that the Geeland dollar is quite volatile, but recently it has been strengthening against the Effland dollar. As all contract payments are to be made in Geeland currency, Branscombe Co is exposed to foreign exchange risks.

The many contract-related issues amount to significant risks to Branscombe Co requiring effective management if the supply contract is to be a success and contribute to the company’s ambitious growth targets.

Required:

(a) Explain the function and roles of a risk committee within an effective corporate governance framework, and discuss the advantages which a risk committee could add to the governance of Branscombe Co. (10 marks)

(b) Explain the term risk appetite, and assess how the risk appetite of Branscombe Co has influenced both its corporate strategy and the risks it has chosen to bear. (7 marks)

(c) Explain how Branscombe Co could effectively control the strategic and operational risks which arise from the Geeland supply contract. (8 marks)

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第5题
5 Jones and Cousin, a public quoted company, operate in twenty seven different countries a
nd earn revenue and incur

costs in several currencies. The group develops, manufactures and markets products in the medical sector. The growth

of the group has been achieved by investment and acquisition. It is organised into three global business units which

manage their sales in international markets, and take full responsibility for strategy and business performance. Only

five per cent of the business is in the country of incorporation. Competition in the sector is quite fierce.

The group competes across a wide range of geographic and product markets and encourages its subsidiaries to

enhance local communities by reinvestment of profits in local educational projects. The group’s share of revenue in a

market sector is often determined by government policy. The markets contain a number of different competitors

including specialised and large international corporations. At present the group is awaiting regulatory approval for a

range of new products to grow its market share. The group lodges its patents for products and enters into legal

proceedings where necessary to protect patents. The products are sourced from a wide range of suppliers, who, once

approved both from a qualitative and ethical perspective, are generally given a long term contract for the supply of

goods. Obsolete products are disposed of with concern for the environment and the health of its customers, with

reusable materials normally being used. The industry is highly regulated in terms of medical and environmental laws

and regulations. The products normally carry a low health risk.

The Group has developed a set of corporate and social responsibility principles during the period which is the

responsibility of the Board of Directors. The Managing Director manages the risks arising from corporate and social

responsibility issues. The group wishes to retain and attract employees and follows policies which ensure equal

opportunity for all the employees. Employees are informed of management policies, and regularly receive in-house

training.

The Group enters into contracts for fixed rate currency swaps and uses floating to fixed rate interest rate swaps. The

cash flow effects of these swaps match the cash flows on the underlying financial instruments. All financial

instruments are accounted for as cash flow hedges. A significant amount of trading activity is denominated in the

Dinar and the Euro. The dollar is its functional currency.

Required:

(a) Describe the principles behind the Management Commentary discussing whether the commentary should be

mandatory or whether directors should be free to use their judgement as to what should be included in such

a commentary. (13 marks)

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第6题
(c) Risk committee members can be either executive or non-executive.Required:(i) Distingui

(c) Risk committee members can be either executive or non-executive.

Required:

(i) Distinguish between executive and non-executive directors. (2 marks)

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第7题
听力原文:The business owns the assets and must account for the use of the assets to the cr
editors and owners.

(3)

A.A business has an obligation to report the use of the assets to the creditors and owners.

B.A business has an obligation to report the accounts of the company to directors.

C.The creditors and owners have an obligation to report the use of the assets to the business.

D.The assets are not owned by the business, but by the creditors and owners.

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第8题
Alexandra, a public limited company, designs and manages business solutions and IT infrast
ructures.

(a) In November 2010, Alexandra defaulted on an interest payment on an issued bond loan of $100 million repayable in 2015. The loan agreement stipulates that such default leads to an obligation to repay the whole of the loan immediately, including accrued interest and expenses. The bondholders, however, issued a waiver postponing the interest payment until 31 May 2011. On 17 May 2011, Alexandra felt that a further waiver was required, so requested a meeting of the bondholders and agreed a further waiver of the interest payment to 5 July 2011, when Alexandra was confident it could make the payments. Alexandra classified the loan as long-term debt in its statement of financial position at 30 April 2011 on the basis that the loan was not in default at the end of the reporting period as the bondholders had issued waivers and had not sought redemption. (6 marks)

(b) Alexandra enters into contracts with both customers and suppliers. The supplier solves system problems and provides new releases and updates for software. Alexandra provides maintenance services for its customers. In previous years, Alexandra recognised revenue and related costs on software maintenance contracts when the customer was invoiced, which was at the beginning of the contract period. Contracts typically run for two years.

During 2010, Alexandra had acquired Xavier Co, which recognised revenue, derived from a similar type of maintenance contract as Alexandra, on a straight-line basis over the term of the contract. Alexandra considered both its own and the policy of Xavier Co to comply with the requirements of IAS 18 Revenue but it decided to adopt the practice of Xavier Co for itself and the group. Alexandra concluded that the two recognition methods did not, in substance, represent two different accounting policies and did not, therefore, consider adoption of the new practice to be a change in policy.

In the year to 30 April 2011, Alexandra recognised revenue (and the related costs) on a straight-line basis over the contract term, treating this as a change in an accounting estimate. As a result, revenue and cost of sales were adjusted, reducing the year’s profits by some $6 million. (5 marks)

(c) Alexandra has a two-tier board structure consisting of a management and a supervisory board. Alexandra remunerates its board members as follows:

– Annual base salary

– Variable annual compensation (bonus)

– Share options

In the group financial statements, within the related parties note under IAS 24 Related Party Disclosures, Alexandra disclosed the total remuneration paid to directors and non-executive directors and a total for each of these boards. No further breakdown of the remuneration was provided.

The management board comprises both the executive and non-executive directors. The remuneration of the non-executive directors, however, was not included in the key management disclosures. Some members of the supervisory and management boards are of a particular nationality. Alexandra was of the opinion that in that jurisdiction, it is not acceptable to provide information about remuneration that could be traced back to individuals. Consequently, Alexandra explained that it had provided the related party information in the annual accounts in an ambiguous way to prevent users of the financial statements from tracing remuneration information back to specific individuals. (5 marks)

(d) Alexandra’s pension plan was accounted for as a defined benefit plan in 2010. In the year ended 30 April 2011, Alexandra changed the accounting method used for the scheme and accounted for it as a defined contribution plan, restating the comparative 2010 financial information. The effect of the restatement was significant. In the 2011 financial statements, Alexandra explained that, during the year, the arrangements underlying the retirement benefit plan had been subject to detailed review. Since the pension liabilities are fully insured and indexation of future liabilities can be limited up to and including the funds available in a special trust account set up for the plan, which is not at the disposal of Alexandra, the plan qualifies as a defined contribution plan under IAS 19 Employee Benefits rather than a defined benefit plan. Furthermore, the trust account is built up by the insurance company from the surplus yield on investments. The pension plan is an average pay plan in respect of which the entity pays insurance premiums to a third party insurance company to fund the plan. Every year 1% of the pension fund is built up and employees pay a contribution of 4% of their salary, with the employer paying the balance of the contribution. If an employee leaves Alexandra and transfers the pension to another fund, Alexandra is liable for, or is refunded the difference between the benefits the employee is entitled to and the insurance premiums paid. (7 marks)

Professional marks will be awarded in question 3 for clarity and quality of discussion. (2 marks)

Required:

Discuss how the above transactions should be dealt with in the financial statements of Alexandra for the year ended 30 April 2011.

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第9题
Which of the following boards are not supported by the ZXCTN 6100 equipment? ()

A.E1 board

B.Channelized STM-1 board

C.4-port GE board

D.4-port FE board

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第10题
(b) Misson has purchased goods from a foreign supplier for 8 million euros on 31 July 2006

(b) Misson has purchased goods from a foreign supplier for 8 million euros on 31 July 2006. At 31 October 2006,

the trade payable was still outstanding and the goods were still held by Misson. Similarly Misson has sold goods

to a foreign customer for 4 million euros on 31 July 2006 and it received payment for the goods in euros on

31 October 2006. Additionally Misson had purchased an investment property on 1 November 2005 for

28 million euros. At 31 October 2006, the investment property had a fair value of 24 million euros. The company

uses the fair value model in accounting for investment properties.

Misson would like advice on how to treat these transactions in the financial statements for the year ended 31

October 2006. (7 marks)

Required:

Discuss the accounting treatment of the above transactions in accordance with the advice required by the

directors.

(Candidates should show detailed workings as well as a discussion of the accounting treatment used.)

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