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ACCA P1 习题详解
Governance, Risk and Ethics (GRE)
公司治理，风险和职业道德 第四讲
ACCA Lecturer: Jerry Lin
 Syllabus

Governance and responsibility(A)

Internal Control and Identifying, assessing and

Review (B) controlling risk(C and D)

Professional values and ethics(E)

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 答题思路

explain her belief that 'accountability to shareholders' is

increased by the separation of these roles. (12 marks)

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 Answer

Accountability（EXPLAIN）
Definition
Accountability means ensuring that the chief
executive is answerable for the consequences of
his actions.
1. Role in appraising chief executive
2. Focal point for non-executive directors
3. Ensuring accountability to shareholders
4. Ensuring legal accountability
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 Geeland (12/11) P38

(b) Explain why a separation of the roles of

chairman and chief executive is considered best
practice in most jurisdictions. (8 marks)

(c) Assess the 'comply or explain' statement made

by Anson Company in its 2011 annual report.
(5 marks)
(Total = 13 marks)

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 Geeland (12/11) P38

There has been a debate in the country of Geeland for some

years about the most appropriate way to regulate corporate
governance. Several years ago, there were a number of major
corporate failures and 'scandals' caused in part by a number
of single powerful individuals dominating their boards.
Business leaders and policy-makers were sceptical about a
rules-based approach, and this led the Geeland stock
exchange to issue guidance in the 'Geeland Code' as follows.

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 Geeland (12/11) P38

'Good corporate governance is not just a matter of

prescribing particular corporate structures and complying
with a number of rules. There is a need for broad principles.
All stakeholders should then apply these flexibly to the
varying circumstances of individual companies.'

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 Geeland (12/11) P38

Given the causes of the Geeland corporate governance

failures, there was a debate about whether the separation of
the roles of chairman and chief executive should be made a
legal requirement. This resulted in the stock exchange
issuing guidance that whilst a rules-based or 'box ticking'
approach would specify that 'the roles of chairman and
chief executive officer should never be combined … We do
not think that there are universally valid answers on
such points.'

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 Geeland (12/11) P38

One company to take advantage of the flexibility in

Geeland‘s principles-based approach was Anson Company.
In July 2010, Anson Company announced that it had
combined its roles of chairman and chief executive in a single
role carried out by one individual. In accordance with the
Geeland listing rules, it made the following 'comply or explain'
statement in its 2011 annual report.

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 Geeland (12/11) P38

'Throughout the year the company complied with all Geeland

Code provisions with the exception that from 1 July 2010 the
roles of chairman and chief executive have been exercised by
the same individual, William Klunker. We recognise that this has
been out of line with best practice. We understand the concerns
of shareholders but believe that we have maintained robust
governance while at the same time benefiting from having Mr
Klunker in control. '

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 Geeland (12/11) P38

(b) Explain why a separation of the roles of

chairman and chief executive is considered best
practice in most jurisdictions. (8 marks)

(c) Assess the 'comply or explain' statement made

by Anson Company in its 2011 annual report.
(5 marks)
(Total = 13 marks)

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 答题思路

(b) Explain why a separation of the roles of chairman

and chief executive is considered best practice in most

jurisdictions. (8 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

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 Answer

(1)Power
Having the same person in both roles means that
power is concentrated in one person. The board may
be ineffective in controlling the chief executive if it is
led by the chief executive. Separation of the role also
means that the board can express its concerns more
effectively by providing a point of reporting for the
non-executive directors.

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 Answer

(2)Demands of roles
Splitting the posts between different people reflects
the reality that both jobs are demanding roles and no
one person will have the skills and the time to do
both jobs well. Under governance best practice, the
chairman should be an independent non-executive
director, and hence well-placed to adopt a
supervisory and monitoring role.

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 Answer

(3)Accountability
The board cannot make the chief executive truly
accountable for management if it is chaired and led by
the chief executiveSeparating the roles emphasises the
chief executive's accountability to the board's leader, the
Chairman, and also the shareholders whose interests
the Chairman represents.

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 Answer

(4)Governance requirements
Splitting the roles ensures compliance with governance
requirements and reassures shareholders. Investor
confidence is important in maintaining company value
and sometimes compliance with governance best
practice is needed to maintain confidence.

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 Answer

(c) Assess the 'comply or explain' statement made

by Anson Company in its 2011 annual report.

(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

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 Answer

(c) Comply or explain

Compliance with governance requirements
Anson has fulfilled the requirements of the listing rules
to identify areas of non-compliance. The statement
clearly highlights the issue where Anson has not
complied. It unambiguously states that it is not in
accordance with governance best practice. It specifies
as well that Mr Klunker is the individual concerned.

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 Answer

Why it has happened

However the statement does not state clearly why
Anson has not complied. It does not explain the
reasons for the company benefiting from having Mr
Klunker in control. The statement that the company
has maintained robust corporate governance is also
vague.

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 Answer

Time limit to non-compliance

However shareholders will be reassured by the fact
that Anson is planning to comply with governance
requirements in future. Anson has made a clear
commitment to separate the roles and has set a
time limit on this.

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 评分标准

(b) 2 marks for point of explanation

(½ mark for identification only)

Max 8

(c) 1.5 marks for each relevant point of assessment

(½ mark for identification only)

Max 5

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