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The （） will have a rotating honorary chairman.A、Board of DirectorsB、Boards of DirectorC、boards of directorD、Board Directors

题目

The （） will have a rotating honorary chairman.

  • A、Board of Directors
  • B、Boards of Director
  • C、boards of director
  • D、Board Directors
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相似问题和答案

第1题：

5 The International Accounting Standards Board (IASB) is currently in a joint project with the Accounting Standards

Board (ASB) in the UK and the Financial Accounting Standards Board (FASB) in the USA in the area of reporting

financial performance/comprehensive income. The main focus of the project is the development of a single statement

of comprehensive income to replace the income statement and statement of changes in equity. The objective is to

analyse all income and expenses and categorise them in a way that increases users’ understanding of the results of

an entity and assists in forming expectations of future income and expenditure. There seems to be some consensus

that the performance statement should be divided into three components being the results of operating activities,

financing and treasury activities, and other gains and losses.

Required:

(a) Describe the reasons why the three accounting standards boards have decided to cooperate and produce a

single statement of financial performance. (8 marks)


正确答案：
(a) The main reasons why the three accounting standards boards have decided to come together in a joint project regarding a
single performance statement are as follows:
(i) there are many different formats and classifications used for financial statements and different time periods used for
comparative data in different countries.
(ii) there are no common definitions as regards the key elements of financial performance and no agreement on the standard
definitions of the key ratios which would then determine the nature of the information that financial statements should
provide. There has been an increase in the reporting of alternative and often inconsistent financial performance
measures that has led to confusion and often has misled users.
(iii) there has been an increase in the use of pro-forma reporting which would tend to suggest that the existing totals and
sub totals in financial statements are not being used or relied upon as much as in the past.
(iv) there are benefits in separating transactions and events that are recorded at historical cost from those recorded at fair
value. Also, the differentiation between trading and holding gains gives useful information. This ‘mixed attribute’ model
is causing concern over the effects on reported performance.
(v) there is often insufficient disaggregation of data which prevents effective financial analysis of performance.
(vi) there has been an inconsistency in the use of ‘recycling ‘in financial statements of different jurisdictions which has led
to issues of reporting gains and losses twice.
(vii) the reporting of gains and losses on financial instruments required consideration. The gains and losses may currently be
reported under several headings dependent upon the nature of the instrument.
(viii) there are many relevant items excluded from the performance statements and inappropriate items included. For example
the reporting of foreign currency gains/losses on the retranslation of the net investment in foreign operations is normally
recognised in equity in many countries and dividends proposed shown on the face of the income statement when it does
not meet the definition of a liability and is a transaction with the owners of the business and not third parties.
(ix) Information is inconsistently classified within and outside totals and subtotals.

第2题：

MONTHLY MEETING MINUTES OF BOARD OF DIRECTORS Time: 2:30 p.m., March 5, 2015 Place: Conference 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.


参考答案：子问题 1:B; 子问题 2:C; 子问题 3:C; 子问题 4:C; 子问题 5:B

第3题：

The day on which the board of directors of the corporation distributes a dividend is called the declaration date.()

此题为判断题(对，错)。


正确答案:错误

第4题：

Mr.Verder never thought that he would become a member of the board of directors because of his__________origin.

A.humble
B.previous
C.critical
D.false

答案：A
解析：
【考情点拨】考查形容词词义辨析=【应试指导】句意：由于出身卑微，傅德先生从未想过他会成为董事会的一员：humble卑微的；previous先前的．以前的：critical批评的：false错误的。

第5题：

(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)


正确答案：
(a)Roleofinternalandexternalauditors–differencesObjectivesThemainobjectiveofinternalauditistoimproveacompany’soperations,primarilyintermsofvalidatingtheefficiencyandeffectivenessoftheinternalcontrolsystemsofacompany.Themainobjectiveoftheexternalauditoristoexpressanopiniononthetruthandfairnessofthefinancialstatements,andotherjurisdictionspecificrequirementssuchasconfirmingthatthefinancialstatementscomplywiththereportingrequirementsincludedinlegislation.ReportingInternalauditreportsarenormallyaddressedtotheboardofdirectors,orotherpeoplechargedwithgovernancesuchastheauditcommittee.Thosereportsarenotpubliclyavailable,beingconfidentialbetweentheinternalauditorandtherecipient.Externalauditreportsareprovidedtotheshareholdersofacompany.Thereportisattachedtotheannualfinancialstatementsofthecompanyandisthereforepubliclyavailabletotheshareholdersandanyreaderofthefinancialstatements.ScopeofworkTheworkoftheinternalauditornormallyrelatestotheoperationsoftheorganisation,includingthetransactionprocessingsystemsandthesystemstoproducetheannualfinancialstatements.Theinternalauditormayalsoprovideotherreportstomanagement,suchasvalueformoneyauditswhichexternalauditorsrarelybecomeinvolvedwith.Theworkoftheexternalauditorrelatesonlytothefinancialstatementsoftheorganisation.However,theinternalcontrolsystemsoftheorganisationwillbetestedastheseprovideevidenceonthecompletenessandaccuracyofthefinancialstatements.RelationshipwithcompanyInmostorganisations,theinternalauditorisanemployeeoftheorganisation,whichmayhaveanimpactontheauditor’sindependence.However,insomeorganisationstheinternalauditfunctionisoutsourced.Theexternalauditorisappointedbytheshareholdersofanorganisation,providingsomedegreeofindependencefromthecompanyandmanagement.(b)BenefitsofauditcommitteeinConoyCoAssistancewithfinancialreporting(nofinanceexpertise)TheexecutivedirectorsofConoyCodonotappeartohaveanyspecificfinancialskills–asthefinancialdirectorhasrecentlyleftthecompanyandhasnotyetbeenreplaced.ThismaymeanthatfinancialreportinginConoyCoislimitedorthattheothernon-financialdirectorsspendasignificantamountoftimekeepinguptodateonfinancialreportingissues.AnauditcommitteewillassistConoyCobyprovidingspecialistknowledgeoffinancialreportingonatemporarybasis–atleastoneofthenewappointeesshouldhaverelevantandrecentfinancialreportingexperienceundercodesofcorporategovernance.ThiswillallowtheexecutivedirectorstofocusonrunningConoyCo.EnhanceinternalcontrolsystemsTheboardofConoyCodonotnecessarilyunderstandtheworkoftheinternalauditor,ortheneedforcontrolsystems.ThismeansthatinternalcontrolwithinConoyComaybeinadequateorthatemployeesmaynotrecognisetheimportanceofinternalcontrolsystemswithinanorganisation.TheauditcommitteecanraiseawarenessoftheneedforgoodinternalcontrolsystemssimplybybeingpresentinConoyCoandbyeducatingtheboardontheneedforsoundcontrols.Improvingtheinternalcontrol‘climate’willensuretheneedforinternalcontrolsisunderstoodandreducecontrolerrors.RelianceonexternalauditorsConoyCo’sinternalauditorscurrentlyreporttotheboardofConoyCo.Aspreviouslynoted,thelackoffinancialandcontrolexpertiseontheboardwillmeanthatexternalauditorreportsandadvicewillnotnecessarilybeunderstood–andtheboardmayrelytoomuchonexternalauditorsIfConoyCoreporttoanauditcommitteethiswilldecreasethedependenceoftheboardontheexternalauditors.Theauditcommitteecantaketimetounderstandtheexternalauditor’scomments,andthenviathenon-executivedirector,ensurethattheboardtakeactiononthosecomments.AppointmentofexternalauditorsAtpresent,theboardofConoyCoappointtheexternalauditors.Thisraisesissuesofindependenceastheboardmaybecometoofamiliarwiththeexternalauditorsandsoappointonthisfriendshipratherthanmerit.Ifanauditcommitteeisestablished,thenthiscommitteecanrecommendtheappointmentoftheexternalauditors.Thecommitteewillhavethetimeandexpertisetoreviewthequalityofserviceprovidedbytheexternalauditors,removingtheindependenceissue.Corporategovernancerequirements–bestpracticeConoyCodonotneedtofollowcorporategovernancerequirements(thecompanyisnotlisted).However,notfollowingthoserequirementsmaystarttohaveadverseeffectsonConoy.Forexample,ConoyCo’sbankisalreadyconcernedaboutthelackoftransparencyinreporting.EstablishinganauditcommitteewillshowthattheboardofConoyCoarecommittedtomaintainingappropriateinternalsystemsinthecompanyandprovidingthestandardofreportingexpectedbylargecompanies.Obtainingthenewbankloanshouldalsobeeasierasthebankwillbesatisfiedwithfinancialreportingstandards.Givennonon-executives–independentadvicetoboardCurrentlyConoyCodoesnothaveanynon-executivedirectors.Thismeansthatthedecisionsoftheexecutivedirectorsarenotbeingchallengedbyotherdirectorsindependentofthecompanyandwithlittleornofinancialinterestinthecompany.Theappointmentofanauditcommitteewithonenon-executivedirectorontheboardofConoyCowillstarttoprovidesomenon-executiveinputtoboardmeetings.Whilenotsufficientintermsofcorporategovernancerequirements(aboutequalnumbersofexecutiveandnon-executivedirectorsareexpected)itdoesshowtheboardofConoyCoareattemptingtoestablishappropriategovernancesystems.AdviceonriskmanagementFinally,thereareothergeneralareaswhereConoyCowouldbenefitfromanauditcommittee.Forexample,lackofcorporategovernancestructuresprobablymeansConoyCodoesnothaveariskmanagementcommittee.Theauditcommitteecanalsoprovideadviceonriskmanagement,helpingtodecreasetheriskexposureofthecompany.

第6题：

3 Mary Hobbes joined the board of Rosh and Company, a large retailer, as finance director earlier this year. Whilst she

was glad to have finally been given the chance to become finance director after several years as a financial

accountant, she also quickly realised that the new appointment would offer her a lot of challenges. In the first board

meeting, she realised that not only was she the only woman but she was also the youngest by many years.

Rosh was established almost 100 years ago. Members of the Rosh family have occupied senior board positions since

the outset and even after the company’s flotation 20 years ago a member of the Rosh family has either been executive

chairman or chief executive. The current longstanding chairman, Timothy Rosh, has already prepared his slightly

younger brother, Geoffrey (also a longstanding member of the board) to succeed him in two years’ time when he plans

to retire. The Rosh family, who still own 40% of the shares, consider it their right to occupy the most senior positions

in the company so have never been very active in external recruitment. They only appointed Mary because they felt

they needed a qualified accountant on the board to deal with changes in international financial reporting standards.

Several former executive members have been recruited as non-executives immediately after they retired from full-time

service. A recent death, however, has reduced the number of non-executive directors to two. These sit alongside an

executive board of seven that, apart from Mary, have all been in post for over ten years.

Mary noted that board meetings very rarely contain any significant discussion of strategy and never involve any debate

or disagreement. When she asked why this was, she was told that the directors had all known each other for so long

that they knew how each other thought. All of the other directors came from similar backgrounds, she was told, and

had worked for the company for so long that they all knew what was ‘best’ for the company in any given situation.

Mary observed that notes on strategy were not presented at board meetings and she asked Timothy Rosh whether the

existing board was fully equipped to formulate strategy in the changing world of retailing. She did not receive a reply.

Required:

(a) Explain ‘agency’ in the context of corporate governance and criticise the governance arrangements of Rosh

and Company. (12 marks)


正确答案：
(a) Defining and explaining agency
Agency is defined in relation to a principal. A principal appoints an agent to act on his or her behalf. In the case of corporate
governance, the principal is a shareholder in a joint stock company and the agents (that have an agency relationship with
principals) are the directors. The directors remain accountable to the principals for the stewardship of their investment in the
company. In the case of Rosh, 60% of the shares are owned by shareholders external to the Rosh family and the board has
agency responsibility to those shareholders.
Criticisms of Rosh’s CG arrangements
The corporate governance arrangements at Rosh and Company are far from ideal. Five points can be made based on the
evidence in the case.
There are several issues associated with the non-executive directors (NEDs) at Rosh. It is doubtful whether two NEDs are
enough to bring sufficient scrutiny to the executive board. Some corporate governance codes require half of the board of larger
companies to be non-executive and Rosh would clearly be in breach of such a requirement. Perhaps of equal concern, there
is significant doubt over the independence of the current NEDs as they were recruited from retired executive members of the
board and presumably have relationships with existing executives going back many years. Some corporate governance codes
(such as the UK Combined Code) specify that NEDs should not have worked for the company within the last five years. Again,
Rosh would be in breach of this provision.
Succession planning for senior positions in the company seems to be based on Rosh family membership rather than any
meritocratic approach to appointments (there doesn’t appear to be a nominations committee). Whilst this may have been
acceptable before the flotation when the Rosh family owned all of the shares, the flotation introduced an important need for
external scrutiny of this arrangement. The lack of NED independence makes this difficult.
There is a poor (very narrow) diversity of backgrounds among board members. Whilst diversity can bring increased conflict,
it is generally assumed that it can also stimulate discussion and debate that is often helpful.
There is a somewhat entrenched executive board and Mary is the first new appointment to the board in many years (and is
the first woman). Whilst experience is very important on a board, the appointment of new members, in addition to seeding
the board with talent for the future, can also bring fresh ideas and helpful scrutiny of existing policies.
There is no discussion of strategy and there is evidence of a lack of preparation of strategic notes to the board. The assumption
seems to be that the ‘best’ option is obvious and so there is no need for discussion and debate. Procedures for preparing
briefing notes on strategy for board meetings appear to be absent. Most corporate governance codes place the discussion and
setting of strategy as a high priority for boards and Rosh would be in breach of such a provision.
There is no evidence of training for Mary to facilitate her introduction into the organisation and its systems. Thorough training
of new members and ongoing professional development of existing members is an important component of good governance.

第7题：

Centralized management is exercised by a small number of people, the Board of Directors, which is headed by the Chairman (or, in the USA, the President) and decides the overall policy of the ________.

A.society

B.family

C.firm

D.world


正确答案：C

第8题：

So many directors_________ , the board meeting had to be put off till next Monday.

A． were absent

B． being absent

C． been absent

D． had been absent


正确答案：B
本题考查独立结构。-ing分词结构用在此处表示原因。题干的意思是：“由于许多董事都不在，董事会只能推迟到下周一了。”

第9题：

All passengers should present their _____ documents at the check-in counter.

A. boarded
B. boarding
C. to board
D. boards

答案：B
解析：

第10题：

Text 1 Ruth Simmons joined Goldman Sachs's board as an outside director in January 2000;a year later she became president of Brown University.For the rest of the decade she apparently managed both roles without attracting much criticism.But by the end of 2009 Ms.Simmons was under fire for having sat on Goldman's compensation committee;how could she have let those enormous bonus payouts pass unremarked?By February the next year Ms.Simmons had left the board.The position was just taking up too much time,she said.Outside directors are supposed to serve as helpful,yet less biased,advisers on a firm's board.Having made their wealth and their reputations elsewhere,they presumably have enough independence to disagree with the chief executive's proposals.If the sky,and the share price,is falling,outside directors should be able to give advice based on having weathered their own crises.The researchers from Ohio University used a database that covered more than 10，000 firms and more than 64，000 different directors between 1989 and 2004.Then they simply checked which directors stayed from one proxy statement to the next.The most likely reason for departing a board was age,so the researchers concentrated on those“surprise”disappearances by directors under the age of 70.They found that after a surprise departure,the probability that the company will subsequently have to restate earnings increases by nearly 20%.The likelihood of being named in a federal classaction lawsuit also increases,and the stock is likely to perform worse.The effect tended to be larger for larger firms.Although a correlation between them leaving and subsequent bad performance at the firm is suggestive,it does not mean that such directors are always jumping off a sinking ship.Often they“trade up，”leaving riskier,smaller firms for larger and more stable firms.But the researchers believe that outside directors have an easier time of avoiding a blow to their reputations if they leave a firm before bad news break,even if a review of history shows they were on the board at the time any wrongdoing occurred.Firms who want to keep their outside directors through tough times may have to create incentives.Otherwise outside directors will follow the example of Ms.Simmons,once again very popular on campus.
We learn from Paragraph 2 that outside directors are supposed to be_____

A.generous investors
B.unbiased executives
C.share price forecasters
D.independent advisers

答案：D
解析：
细节题【命题思路】这是一道局部细节题，需要对第二段进行锁定，从而得出答案。【直击答案】根据题干直接定位到第二段首句“Outside directors…on a firm's board.”从这句话我们得知外部董事所扮演的角色是advisers（顾问），其特点是helpful,less biased。接下来，第二句话“they…the chief executive's proposals.”表明外部董事实际是具有独立性的顾问，因此，D项为正确答案。【干扰排除】A项属于无中生有，“made their wealth…elsewhere”“在别处创造了财富”并不等于“慷慨的投资者”。B项干扰来自yet less biased，文章中确实提到了“less biased advisers”，但是选项中是executive并不是advisers，另外less biased不等于选项中的unbiased，偷换了概念，故不对。C项的干扰来自文章第二段最后一句“If the sky,and the share price…having weathered their own crises”。这句话仍然说明outside director作用是advisers，并不是股价预测者。

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