Chief Executive Officer.()
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
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
(b) Assess the benefits of the separation of the roles of chief executive and chairman that Alliya Yongvanich
argued for and explain her belief that ‘accountability to shareholders’ is increased by the separation of these
roles. (12 marks)
A.on track
B.on truck
C.out of the recession
D.behind the door
Section B – TWO questions ONLY to be attempted
Five years ago, George Woof was appointed chief executive offi cer (CEO) of Tomato Bank, one of the largest global banks. Mr Woof had a successful track record in senior management in America and his appointment was considered very fortunate for the company. Analysts rated him as one of the world’s best bankers and the other directors of Tomato Bank looked forward to his appointment and a signifi cant strengthening of the business.
One of the factors needed to secure Mr Woof’s services was his reward package. Prior to his acceptance of the position, Tomato Bank’s remuneration committee (comprised entirely of non-executives) received a letter from Mr Woof saying that because his track record was so strong, they could be assured of many years of sustained growth under his leadership. In discussions concerning his pension, however, he asked for a generous non-performance related pension settlement to be written into his contract so that it would be payable whenever he decided to leave the company (subject to a minimum term of two years) and regardless of his performance as CEO. Such was the euphoria about his appointment that his request was approved. Furthermore in the hasty manner in which Mr Woof’s reward package was agreed, the split of his package between basic and performance-related components was not carefully scrutinised. Everybody on the remuneration committee was so certain that he would bring success to Tomato Bank that the individual details of his reward package were not considered important.
In addition, the remuneration committee received several letters from Tomato Bank’s fi nance director, John Temba, saying, in direct terms, that they should offer Mr Woof ‘whatever he wants’ to ensure that he joins the company and that the balance of benefi ts was not important as long as he joined. Two of the non-executive directors on the remuneration committee were former colleagues of Mr Woof and told the fi nance director they would take his advice and make sure they put a package together that would ensure Mr Woof joined the company.
Once in post, Mr Woof led an excessively aggressive strategy that involved high growth in the loan and mortgage books fi nanced from a range of sources, some of which proved unreliable. In the fi fth year of his appointment, the failure of some of the sources of funds upon which the growth of the bank was based led to severe fi nancing diffi culties at Tomato Bank. Shareholders voted to replace George Woof as CEO. They said he had been reckless in exposing the company to so much risk in growing the loan book without adequately covering it with reliable sources of funds.
When he left, the press reported that despite his failure in the job, he would be leaving with what the newspapers referred to as an ‘obscenely large’ pension. Some shareholders were angry and said that Mr Woof was being ‘rewarded for failure’. When Mr Woof was asked if he might voluntarily forego some of his pension in recognition of his failure in the job, he refused, saying that he was contractually entitled to it and so would be keeping it all.
Required:
(a) Criticise the performance of Tomato Bank’s remuneration committee in agreeing Mr Woof’s reward package. (10 marks)
(b) Describe the components of an appropriately designed executive reward package and explain why a more balanced package of benefi ts should have been used to reward Mr Woof. (10 marks)
(c) Construct an ethical case for Mr Woof to voluntarily accept a reduction in his pension value in recognition of his failure as chief executive of Tomato Bank. (5 marks)
A.team leaders
B.middle managers
C.first-line managers
D.top managers
E.subordinates
We can draw a conclusion from the first paragraph that ______.
A.computer industry used to be led by the chief executive officer of IBM
B.people then underestimated the value of computers
C.humans are limited to making any predictions
D.in 1950 computer industry developed into a business applied almost in every aspect of American lives
(b) The chief executive of Xalam Co, an exporter of specialist equipment, has asked for advice on the accounting
treatment and disclosure of payments made for security consultancy services. The payments, which aim to
ensure that consignments are not impounded in the destination country of a major customer, may be material to
the financial statements for the year ending 30 June 2006. Xalam does not treat these payments as tax
deductible. (4 marks)
Required:
Identify and comment on the ethical and other professional issues raised by each of these matters and state what
action, if any, Dedza should now take.
NOTE: The mark allocation is shown against each of the three situations.
(c) Mr Cobar, the chief executive of SHC, has decided to draft two alternative statements to explain both possible
outcomes of the secrecy/licensing decision to shareholders. Once the board has decided which one to pursue,
the relevant draft will be included in a voluntary section of the next corporate annual report.
Required:
(i) Draft a statement in the event that the board chooses the secrecy option. It should make a convincing
business case and put forward ethical arguments for the secrecy option. The ethical arguments should
be made from the stockholder (or pristine capitalist) perspective. (8 marks)
(ii) Draft a statement in the event that the board chooses the licensing option. It should make a convincing
business case and put forward ethical arguments for the licensing option. The ethical arguments should
be made from the wider stakeholder perspective. (8 marks)
(iii) Professional marks for the persuasiveness and logical flow of arguments: two marks per statement.
(4 marks)
The Chairman and the Chief Executive Officer (CEO) of Kengai Co are discussing whether or not the company should adopt a triple bottom line (TBL) reporting system in order to demonstrate Kengai Co’s level of sustainable development. Kengai Co’s competitors are increasingly adopting TBL reporting and the Chairman feels that it would be beneficial to follow suit. The CEO, on the other hand, feels that pursuing TBL reporting would be expensive and is not necessary.
Required:
(a) Explain what TBL reporting involves and how it would help demonstrate Kengai Co’s sustainable development. Support your explanation by including examples of proxies that can be used to indicate the impact of the factors that would be included in a TBL report. (8 marks)
(b) Discuss how producing a TBL report may help Kengai Co’s management focus on improving the financial position of the company. Illustrate the discussion with examples where appropriate. (10 marks)
regulate corporate governance were futile because of differences in national culture. He drew particular attention to
the Organisation for Economic Co-operation and Development (OECD) and International Corporate Governance
Network (ICGN) codes, saying that they were, ‘silly attempts to harmonise practice’. 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 work. Another delegate, Alliya Yongvanich, said that the
roles of chief executive and chairman should always be separated because of what she called ‘accountability to
shareholders’.
One delegate, Vincent Viola, said that the right approach was to allow each country to set up its own corporate
governance provisions. He said that it was suitable for some countries to produce and abide by their own ‘very
structured’ corporate governance provisions, but in some other parts of the world, the local culture was to allow what
he called, ‘local interpretation of the rules’. He said that some cultures valued highly structured governance systems
while others do not care as much.
Required:
(a) Explain the roles of the chairman in corporate governance. (5 marks)
(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)