In a major policy speech, Government finance minister Mrs Wei Yttria said that the audit a

Section A – This ONE question is compulsory and MUST be attempted

Hesket Nuclear (HN) is a nuclear power station in Ayland, a large European country. The HN plant is operated by Hesket Power Company (HPC), which in turn is wholly owned by the government of Ayland. Initially opened in the late 1950s, the power station grew in subsequent decades by the addition of several other facilities on the same site. HN now has the ability to generate 5% of Ayland’s entire electricity demand and is one of the largest nuclear stations in Europe. At each stage of its development from the 1950s to the present day, development on the site was welcomed by the relevant local government authorities, by the businesses that have supported it, by the trade union that represents the majority of employees (called Forward Together or FT for short) and also by the national Ayland government. A nuclear reprocessing facility was added in the 1980s. This is a valuable source of overseas income as nuclear power producers in many other parts of the world send material by sea to HN to be reprocessed. This includes nuclear producers in several developing countries that rely on the cheaper reprocessed fuel (compared to ‘virgin’ fuel) that HN produces.

HPC is loss-making and receives a substantial subsidy each year from the government of Ayland. HPC has proven itself uneconomic but is deemed politically and environmentally necessary as far as the government is concerned. The government of Ayland has reluctantly accepted that large subsidies to HPC will be necessary for many years but considers nuclear power to be a vital component of its energy portfolio (along with other energy sources such as oil, gas, coal, renewables and hydroelectric) and also as a key part of its ‘clean’ energy strategy. Unlike energy from fossil fuels (such as coal, gas and oil), nuclear power generates a negligible amount of polluting greenhouse gas. HN also provides much needed employment in an otherwise deprived part of the country. The HN power station underpins and dominates the economy of its local area and local government authorities say that the HN plant is vital to the regional economy.

Since it opened, however, the HN power station has been controversial. Whilst being welcomed by those who benefi t from it in terms of jobs, trade, reprocessing capacity and energy, a coalition has gradually built up against it comprising those sceptical about the safety and environmental impact of nuclear power. Some neighbouring countries believe themselves to be vulnerable to radioactive contamination from the HN plant. In particular, two countries, both of whom say their concerns about HN arise because of their geographical positions, are vocal opponents. They say that their geographical proximity forced them to be concerned as they are affected by the location of the HN plant which was not of their choosing.

The government of Beeland, whose capital city is 70 km across the sea from HN (which is situated on the coast), has consistently opposed HN and has frequently asked the government of Ayland to close HN down. The Beeland government claims that not only does ‘low-level’ emission from the site already contaminate the waters separating the two countries but it also claims that any future major nuclear ‘incident’ would have serious implications for the citizens of Beeland. There is some scientifi c support for this view although opinion is divided over whether Beeland is being irrational in its general opposition to HN.

The government of Ceeland is also a vocal opponent of HN. Ceeland is located to the north of Beeland and approximately 500 km away from Ayland. Some nuclear scientists have said that with such a large stretch of water between the HN plant and Ceeland, even a much-feared incident would be unlikely to seriously impact on Ceeland. Some commentators have gone further and said that Ceeland’s concerns are unfounded and ‘borne of ignorance’. FT, the trade union for HN employees, issued a statement saying that Ceeland had no reason to fear HN and that its fears were ‘entirely groundless’.

HN’s other vocal and persistent opponent is No Nuclear Now (NNN), a well-organised and well-funded campaigning group. Describing itself on its website as ‘passionate about the environment’, it describes HN’s social and environmental footprint as ‘very negative’. NNN has often pointed to an environmentally important colony of rare seals living near the HN plant. It says that the seals are dependent on a local natural ecosystem around the plant and are unable to move, arguing that the animals are at signifi cant risk from low-level contamination and would have ‘no chance’ of survival if a more serious radioactive leak ever occurred. NNN points to such a leak that occurred in the 1970s, saying that such a leak proves that HN has a poor safety record and that a leak could easily recur.

Each time an objection to the HN power station is raised, FT, the trade union, robustly defends the HN site in the media, and argues for further investment, based on the need to protect the jobs at the site. Furthermore, the radiation leak in the 1970s led to FT uniting with the HPC board to argue against those stakeholders that wanted to use the leak as a reason to close the HN site. The combination of union and HPC management was able to counter the arguments of those asking for closure.

HN places a great deal of emphasis on its risk management and often publicises the fact that it conducts continual risk assessments and is in full compliance with all relevant regulatory frameworks. Similarly, FT recently pointed out that HN has had an ‘impeccable’ safety record since the incident in the 1970s and says on its website that it is ‘proud’ that its members are involved in ensuring that the company is continually in full compliance with all of the regulatory requirements placed upon it.

The board of HPC, led by chairman Paul Gog, is under continual pressure from the government of Ayland to minimise the amount of government subsidy. Each year, the government places challenging targets on the HPC board requiring stringent cost controls at the HN power station. In seeking to reduce maintenance costs on the expiry of a prior maintenance contract last year, the board awarded the new contract to an overseas company that brought its own workers in from abroad rather than employing local people. The previous contract company was outraged to have lost the contract and the move also triggered an angry response from the local workforce and from FT, the representative trade union.

FT said that it was deplorable that HPC had awarded the contract to an overseas company when a domestic company in Ayland could have been awarded the work. The union convenor, Kate Allujah, said that especially in the nuclear industry where safety was so important, domestic workers were ‘more reliable’ than foreign workers who were brought in purely on the basis of cost and in whose countries safety standards in similar industries might not be so stringent. HPC said that it had done nothing illegal as the foreign workers were allowed to work in Ayland under international legal treaties. Furthermore, it argued that pressure by FT to raise wages over recent years had created, with the government’s subsidy targets, the cost pressure to re-tender the maintenance contract.

On HN’s 50th anniversary last year, NNN published what it called a ‘risk assessment’ for the HN power station. It said it had calculated the probabilities (P) and impacts (I) of three prominent risks.

Risk of major radioactive leak over the next 10 years: P = 10%, I = 20

Risk of nuclear explosion over the next 50 years: P = 20%, I = 100

Risk of major terrorist attack over next 10 years: P = 10%, I = 80

Impacts were on an arbitrary scale of 1–100 where 100 was defi ned by NNN as ‘total nuclear annihilation of the area and thousands of deaths’.

The governments of Beeland and Ceeland seized upon the report, saying that it proved that HN is a genuine threat to their security and should be immediately closed and decommissioned. HN’s risk manager, Keith Wan, vigorously disagreed with this assessment saying that the probabilities and the impacts were ‘ridiculous’, massively overstated and intended to unnecessarily alarm people. HN’s public relations offi ce was also angry about it and said it would issue a rebuttal statement.

Required:

(a) Distinguish between voluntary and involuntary stakeholders, identifying both types of stakeholders in Hesket Nuclear. Assess the claims of THREE of the involuntary ‘affected’ stakeholders identifi ed. (12 marks)

(b) The trade union, Forward Together, has had a long relationship with HN and represents not only the main workforce but also the employees of the maintenance company replaced by the foreign workers.

Required:

Explain the roles of employee representatives such as trade unions in corporate governance and critically evaluate, from the perspective of HPC’s board, the contribution of Forward Together in the governance of HPC. (10 marks)

(c) Explain what an agency relationship is and examine the board of HPC’s current agency relationship and objectives. Briefl y explain how these would differ if HPC was a company with private shareholders. (10 marks)

(d) As a part of HPC’s public relations effort, it has been proposed that a response statement should be prepared for the company’s website to help address two major challenges to their reputation.

Required:

Draft this statement to include the following:

(i) Referring to the NNN report, explain why accurate risk assessment is necessary at Hesket Nuclear. (8 marks)

(ii) Explain what a social and environmental ‘footprint’ is and construct the argument that HN’s overall social and environmental footprint is positive. (6 marks)

Professional marks will additionally be awarded in part (d) for drafting a statement that is clear, has a logical fl ow, is persuasive and is appropriately structured. (4 marks)

a family company for 40 years by Ken and Steffi Potter. As a couple they have always been passionate campaigners for healthy foods and are more concerned about the quality of the foods they sell than the fi nancial detail of their business. Since the company started in 1970, it has been audited by Watson Shreeves, a local audit fi rm. Mr Shreeves has overseen the Potters’ audit for all of the 40 year history (rotating the engagement partner) and has always taken the opportunity to meet with Ken and Steffi informally at the end of each audit to sign off the fi nancial statements and to offer a briefi ng and some free fi nancial advice in his role as what he calls, ‘auditor and friend’. In these briefi ngs, Mr Shreeves, who has become a close family friend of the Potters over the years, always points out that the business is profi table (which the Potters already knew without knowing the actual fi gures) and how they might increase their margins. But the Potters have never been too concerned about fi nancial performance as long as they can provide a good service to their customers, make enough to keep the business going and provide continued employment for themselves and their son, Ivan. Whilst Ken and Steffi still retain a majority shareholding in ‘Happy and healthy’ they have gradually increased Ivan’s proportion over the years. They currently own 60% to Ivan’s 40%. Ivan was appointed a director, alongside Ken and Steffi , in 2008.

Ivan grew up in the business and has helped his parents out since he was a young boy. As he grew up, Ken and Steffi gave him more and more responsibility in the hope that he would one day take the business over. By the end of 2009, Ken made sure that Ivan drew more salary than Ken and Steffi combined as they sought to ensure that Ivan was happy to continue in the business after they retired.

During the audit for the year ended 31 March 2010, a member of Watson Shreeves was performing the audit as usual when he noticed a dramatic drop in the profi tability of the business as a whole. He noticed that whilst food sales continued to be profi table, a large amount of inventory had been sold below cost to Barong Company with no further explanation and it was this that had caused the reduction in the company’s operating margin. Each transaction with Barong Company had, the invoices showed, been authorised by Ivan.

Mr Shreeves was certain Ken and Steffi would not know anything about this and he prepared to tell them about it as a part of his annual end of audit meeting. Before the meeting, however, he carried out some checks on Barong Company and found that it was a separate business owned by Ivan and his wife. Mr Shreeves’s conclusion was that Ivan was effectively stealing from ‘Happy and healthy’ to provide inventory for Barong Company at a highly discounted cost price. Although Mr Shreeves now had to recommend certain disclosures to the fi nancial statements in this meeting, his main fear was that Ken and Steffi would be devastated if they found out that Ivan was stealing and that it would have long-term implications for their family relationships and the future of ‘Happy and healthy’.

Required:

(a) Explain how a family (or insider-dominated) business differs from a public listed company and, using evidence from the case, explore the governance issues of a family or insider-dominated business. (10 marks)

(b) Mr Shreeves is a professional accountant and auditor. Explain why he is considered a professional by society and describe the fundamental principles (or responsibilities) of professionalism that society expects from him and all other accountants. (7 marks)

(c) Discuss the professional and ethical dilemma facing Mr Shreeves in deciding whether or not to tell Ken and Steffi about Ivan’s activity. Advise Mr Shreeves of the most appropriate course of action. (8 marks)

tion, Loho Company was considering its internal audit and internal control needs. Although privately owned and therefore not subject to listing rules, Loho’s auditors had often suggested that a formal internal audit function would be beneficial.

The launch of several new products and a rapid increase in exports had raised a number of problems at Loho. These included problems in meeting order deadlines, whilst a number of operational constraints had meant that some orders had been delivered to customers late. The increase in overseas business had also, according to Sonja Tan, the financial director, increased the overall risk profile of the business. Credit risk had risen substantially as had a range of risks associated with exporting and overseas investment. In addition to a growth from 150 to 600 employees in its home country, Loho also had recruited a further 200 people overseas in order to facilitate business in those countries.

As part of her continuing professional development (CPD), Sonja Tan, the finance director who was also a professional accountant, had been to a seminar on improving internal controls (IC). She believed that at this point in its growth, Loho could benefit from tighter internal controls. Speaking about this to the board on her return from the seminar, she reminded her colleagues that sound internal controls could only provide ‘reasonable assurance’ and that any IC system had inherent limitations and could never be totally effective whatever changes were made to improve them. This came as a surprise to some board members who assumed, because internal controls were often very expensive, that they should be guaranteed to be fully effective.

Required:

(a) Construct the case for establishing an internal audit function at Loho Company. (10 marks)

(b) Explain the reasons why many internal controls can never be guaranteed to be fully effective and discuss why ICs being ‘very expensive’ are no guarantee of their effectiveness. (9 marks)

(c) The finance director Sonja Tan learned about improved internal controls as part of her continuing professional development (CPD).

Required:

Explain the advantages of continuing professional development (CPD) for professional accountants such as finance director Sonja Tan. (6 marks)

ugh at a university. The company was located in a relatively small regional city, some distance from the main centres of population. Because the initial capital needed was large, the scientists behind the company decided to float the company on the stock exchange and the take up of shares was very good. This meant that the initial capital needs were fully funded. The business itself was highly technical, with many shareholders only weakly understanding the science behind the company. Upon reading the share prospectus, some analysts believed that NIC was a relatively risky business and that it could fail within two years unless a very good management team, including suitable non-executive directors (ideally locally based), was in place.

None of the scientists involved in NIC had any experience of business before and had to learn about the roles of a board and how to effectively run a company. Dr Ranjana Foo, the lead scientist who made the scientific discovery, was thought to be the logical person to become chief executive but she herself questioned her suitability for the role. She said she was happiest working alone and in the quiet environment of her laboratory, and was not inclined to invest valuable time learning about running a business as she was not good at relating to a wide range of people.

Colleagues said of Ranjana that, being a good scientist, she was excellent at detail but sometimes struggled to see the bigger picture on a project. Always popular, however, Ranjana liked to think that all of her colleagues liked her and she tended to avoid confrontation and conflict wherever possible.

One potential director of NIC was an experienced local businessman, Dr Idris. Upon being approached about the position, he said that he may have a conflict of interest because he was a major shareholder in one of the potential suppliers of the capital equipment which NIC would be purchasing.

Required:

(a) Assess Ranjana Foo’s suitability to become chief executive officer (CEO) of New Ideas Company (NIC). Your answer should include an explanation of the roles and personal qualities of a CEO. (10 marks)

(b) Explain the benefits, specifically to NIC, of the appointment of ‘suitable non-executive directors’ and discuss the difficulties which the company may encounter in non-executive recruitment. (9 marks)

(c) Explain ‘conflict of interest’ and briefly discuss how a major shareholding in a potential supplier could be a conflict of interest to Dr Idris were he to become a director of NIC. (6 marks)

Section B – TWO questions ONLY to be attempted

The independent board of governors (an independent oversight body comprised of local residents, parents and other concerned citizens) of the state-funded Chambon school for 11–16 year old children met to consider its most recent set of public examination results. A key responsibility placed upon the school’s governors is the delivery, to its local government authority, of a report on exam performance in a full and timely manner. A report on both the exam results and the reasons for any improvement or deterioration over previous years are required from the governors each year. Accordingly, this annual meeting on exam performance was always considered to be very important. Although the school taught the national curriculum (a standard syllabus taught in all schools in the country) as required of it, the exam results at Chambon had deteriorated in recent years and on this particular occasion, they were very poor indeed. In order to address the weaknesses in the school, Chambon’s budget had increased in recent years and a number of new teachers had been employed to help improve results. Despite this, exam performance continued to fall. A recent overspend against budget was funded through the closure of part of the school library and the sale of a sports field.

One member of the board of governors was Sally Murol. She believed that the local government authority might attempt to close Chambon school if these exam results were reported with no convincing explanation. One solution to avoid this threat, she said, was to either send the report in late or to select only the best results and submit a partial report so the school’s performance looked better than it actually was. There is no central computerised exam results service in the country in which Chambon is located by which the local authority could establish the exam performance at Chambon school.

A general feeling of the governors’ meeting was that perhaps the school needed some new leadership and it was time to remove the existing headteacher. Mr Besse had been in the role for many years and his management style. was thought to be ineffective. He was widely liked by staff in the school because he believed that each teacher knew best how to manage their teaching, and so he tried not to intervene wherever possible. Mr Besse had sometimes disagreed with the governors when they suggested changes which could be made to improve exam performance, preferring to rely on what he believed were tried and tested ways of managing his teaching staff. He was thought to be very loyal to longstanding colleagues and had a dislike of confrontation.

Required:

(a) Explain, using evidence from the case, the characteristics which identify Chambon school as a public sector organisation and assess how its objectives as a public sector organisation have not been met. (10 marks)

(b) Explain the roles of a board of governors in the governance of Chambon school and discuss, in the context of Sally Murol’s suggestion, the importance of transparency in the board of governors dealings with the local government authority. (9 marks)

(c) Discuss the potential advantages to Chambon school of replacing the headteacher in seeking to address its problems. (6 marks)

Section A – This ONE question is compulsory and MUST be attempted

Cheapkit is a large clothes retailer in a major developed country. Its business strategy is based around vigorous cost leadership and it prides itself on selling fashionable garments for men, women and children at very low prices compared to its main rivals. For many years, it has achieved this cost leadership through carefully sourcing its garments from developing countries where labour is cheaper and where workplace regulation is less than in its home country.

As a company with a complex international supply chain, the board of Cheapkit regularly reviews its risks. It has long understood that three risks are of particular concern to the Cheapkit shareholders: exchange rate risk, supply risk and international political risk. Each one is carefully monitored and the board receives regular briefings on each, with the board believing that any of them could be a potential source of substantial loss to the shareholders.

For the past decade or so, Cheapkit has bought in a substantial proportion of its supplies from Athland, a relatively poor developing country known for its low labour costs and weak regulatory controls. Last year, 65% of Cheapkit’s supplies came from this one country alone. Athland has a reputation for corruption, including government officials, although its workforce is known to be hard-working and reliable. Most employees in Athland’s garment industry are employed on ‘zero hours’ contracts, meaning that they are employed by the hour as they are needed and released with no pay when demand from customers like Cheapkit is lower.

Half of Cheapkit’s purchases from Athland are from Cornflower Company, a longstanding supplier to Cheapkit. Owned by the Fusilli brothers, Cornflower outgrew its previous factory and wished to build a new manufacturing facility in Athland for which permission from the local government authority was required. In order to gain the best location for the new factory and to hasten the planning process, the Fusilli brothers paid a substantial bribe to local government officials.

The Fusilli brothers at Cornflower felt under great pressure from Cheapkit to keep their prices low and so they sought to reduce overall expenditure including capital investments. Because the enforcement of building regulations was weak in Athland, the officials responsible for building quality enforcement were bribed to provide a weak level of inspection when construction began, thereby allowing the brothers to avoid the normal Athland building regulations. In order to save costs, inferior building materials were used which would result in a lower total capital outlay as well as a faster completion time. In order to maximise usable floor space, the brothers were also able to have the new building completed without the necessary number of escape doors or staff facilities. In each case, bribes were paid to officials to achieve the outcomes the Fusilli brothers wanted.

Once manufacturing began in the new building, high demand from Cheapkit meant that Cornflower was able to increase employment in the facility. Although, according to Athland building regulations, the floor area could legally accommodate a maximum of 500 employees, over 1,500 were often working in the building in order to fulfil orders from overseas customers including Cheapkit.

After only two years of normal operation, the new Cornflower building collapsed with the loss of over 1,000 lives. Collapsing slowly at first, the number of people killed or injured was made much worse by the shortage of escape exits and the large number of people in the building. As news of the tragedy was broadcast around the world, commentators reported that the weakness in the building was due to the West’s ‘obsession with cheap clothes’. Cheapkit was criticised as being part of the cause, with many saying that if retailers in the developed world pushed too hard for low prices, this (the collapse of the building) was one consequence of that. In response, Cheapkit’s public relations department said that it entered into legal contracts with Cornflower in order to provide its customers with exceptional value for money. Cheapkit said that it was appalled and disgusted that Cornflower had acted corruptly and that the Cheapkit board was completely unaware of the weaknesses and safety breaches in the collapsed building.

One of those able to escape the building was Jess Lui, who was also the leader of a national pressure group ‘Protect workers’ rights’ (PWR) lobbying the Athland government for better working conditions and health and safety practices for workers in the country. Having seen hundreds of people killed and injured in the collapsed building, she believed that although the government could do more, much of the blame lay with Cheapkit and the pressure it continually placed on Cornflower to keep its prices low. Jess questioned whether multinational companies such as Cheapkit should be allowed to exert so much economic pressure on companies based in developing countries. As concern over the state of other workplaces in the developing world became an increasing concern in the media, Miss Lui wrote a letter to the board of Cheapkit, which she also sent to newspapers and other media. Many of the newspapers and television channels reproduced the letter and it became a talking point in many countries because of the issues it raised.

In the letter, she said that Cheapkit was an unethical company because it supplied a market in its home country which was obsessed with cheap clothes. As long as its customers bought clothes for a cheap price, she believed that no-one at Cheapkit cared about how they were produced. She said that the constant pressure on prices had created a culture of ‘exploitative wages’, including at Cornflower.

Miss Lui received a lot of support after her comments on Cheapkit’s accountability. She said that large international companies such as Cheapkit needed to recognise they had accountabilities to many beyond their shareholders and they also had a wider fiduciary duty in the public interest. The defective Cornflower factory in Athland, she argued, would not have existed without demand from Cheapkit, and so Cheapkit had to recognise that it should account for its actions and recognise its fiduciary duties to its supply chain as well as its shareholders.

At the same time as events in Athland unfolded, the business journalists reporting on the events and Cheapkit’s alleged complicity in the tragedy also became aware of a new innovation in business reporting called integrated reporting, an initiative of the International Integrated Reporting Council (IIRC). Jess Lui read one article which said that integrated reporting might increase an organisation’s accountability and require it to account for a wider set of concerns than was traditionally the case. This new understanding led to her including the following comment in her letter to Cheapkit:

‘… as the leader of the PWR, it is always in my interests to gain as much information as possible from Cornflower and the other businesses with which it transacts, including, in this case, Cheapkit. Perhaps the integrated reporting initiative offers the advantage of a wider reporting model for businesses, to include accountability for a much more diverse set of concerns than has been the case in the past. The integrated reporting model appears to substantially enhance the existing business model and it would be in the interests of broader accountability if Cheapkit, and other businesses in the garment supply chain, were to adopt this new reporting approach. Anything that requires businesses to report on their wider impacts on society and the environment is a good thing as far as social pressure groups like PWR are concerned.’

The board of Cheapkit discussed the issues raised by the well-publicised discussion of Miss Lui’s open letter and the comments from business journalists about integrated reporting. The board was, in principle, a supporter of the integrated reporting initiative and thought it would be useful to explain its position on a range of issues in a press release.

Required:

(a) Discuss the stakeholder claims of Cornflower’s employees and customers, and how these claims may be in conflict. (7 marks)

(b) Explain ‘corruption’ in the context of the case and discuss how corruption at Cornflower contributed to the collapse of the building and the loss of life. (10 marks)

(c) Cheapkit’s board believed that its major risks were exchange rate risk, supply risk and international political risk.

Required:

Explain each of these risks and how each may be of importance to Cheapkit’s shareholders. (9 marks)

(d) The board of Cheapkit felt that the reputation of the company had been damaged following publication of Jess Lui’s letter. It was decided that it should make a public response to her comments and also respond to points about integrated reporting raised by the business journalists, both of which had received a lot of supportive comment in the media.

Required:

Draft a press statement from the board of Cheapkit to include the following content:

(i) An explanation of Cheapkit’s role as a ‘corporate citizen’ given its international supply chain. (6 marks)

(ii) An explanation of ‘accountability’ and ‘fiduciary duty’ as used in the case, and a discussion of how these are relevant to Cheapkit using a shareholder or ‘pristine capitalist’ perspective. (6 marks)

(iii) A description of the basic framework of integrated reporting, and the potential benefits to Cheapkit’s different stakeholders, of reporting on different capital types. (8 marks)

Professional marks will be awarded in part (d) for clarity, tone, logical flow and persuasiveness of your statement. (4 marks)

voluntary, private sector organisation and is unconnected to government or any other regulatory authority. It was established in 1985 to help companies identify the causes of fraudulent reporting and to create internal control environments able to support full and accurate reporting. It is named after its fi rst chairman, James Treadway, and has issued several guidance reports over the years including important reports in 1987, 1992 and 2006.

In 2009, COSO issued new ‘Guidance on monitoring internal control systems’ to help companies tighten internal controls and thereby enjoy greater internal productivity and produce higher quality reporting. The report, written principally by a leading global professional services fi rm but adopted by all of the COSO members, noted that ‘unmonitored controls tend to deteriorate over time’ and encouraged organisations to adopt wide ranging internal controls. It went on to say that, the ‘assessment of internal controls [can] ... involve a signifi cant amount of ... internal audit testing.’

After its publication, the business journalist, Mark Rogalski, said that the latest report contained ‘yet more guidance from COSO on how to make your company less productive by burdening it even more with non-productive things to do’ referring to the internal control guidance the 2009 report contains. He said that there was no industry sector-specifi c advice and that a ‘one-size-fi ts-all’ approach to internal control was ‘ridiculous’. He further argued that there was no link between internal controls and external reporting, and that internal controls are unnecessary for effective external reporting.

Another commentator, Claire Mahmood, wrote a reply to Rogalski’s column pointing to the views expressed in the 2009 COSO report that, ‘over time effective monitoring can lead to organisational effi ciencies and reduced costs associated with public reporting on internal control because problems are identifi ed and addressed in a proactive, rather than reactive, manner.’ She said that these benefi ts were not industry sector specifi c and that Rogalski was incorrect in his dismissal of the report’s value. She also said that although primarily concerned with governance in the USA, the best practice guidance from COSO could be applied by companies anywhere in the world. She said that although the USA, where COSO is based, is concerned with the ‘rigid rules’ of compliance, the advice ought to be followed by companies in countries with principles-based approaches to corporate governance because it was best practice.

Required:

(a) Distinguish between rules-based and principles-based approaches to internal control system compliance as described by Claire Mahmood and discuss the benefi ts to an organisation of a principles-based approach. (7 marks)

(b) Mr Rogalski is sceptical over the value of internal control and believes that controls must be industry-specifi c to be effective. Required: Describe the advantages of internal control that apply regardless of industry sector and briefl y explain the meaning of the statement, ‘unmonitored controls tend to deteriorate over time’. Your answer should refer to the case scenario as appropriate. (10 marks)

(c) The COSO report explains that ‘assessment of internal controls [can] ... involve a signifi cant amount of ... internal audit testing.’ Required: Defi ne ‘internal audit testing’ and explain the roles of internal audit in helping ensure the effectiveness of internal control systems. (8 marks)

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)

hat 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)

nd 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)