In a collapsed core design， which two benefits are provided by a second-generation Cisco MDS director？ （）
第1题：
TQ Company, a listed company, recently went into administration (it had become insolvent and 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)
(a) (i) Leaving the service of a board
Resignation with or without notice. Any director is free to withdraw his or her labour at any time but there is normally
a notice period required to facilitate an orderly transition from the outgoing chief executive to the incoming one.
Not offering himself/herself for re-election. Terms of office, which are typically three years, are renewable if the director
offers him or herself for re-election and the shareholders support the renewal. Retirement usually takes place at the end
of a three-year term when the director decides not to seek re-election.
Death in service when, obviously, the director is unable to either provide notice or seek retirement.
Failure of the company. When a company fails, all directors’ contracts are cancelled although this need not signal the
end of the directors’ involvement with company affairs as there may be ongoing legal issues to be resolved.
Being removed e.g. by being dismissed for disciplinary offences. It is relatively easy to ‘prove’ a disciplinary offence but
much more difficult to ‘prove’ incompetence. The nature of disciplinary offences are usually made clear in the terms and
conditions of employment and company policy.
Prolonged absence. Directors unable to perform. their duties owing to protracted absence, for any reason, may be
removed. The length of qualifying absence period varies by jurisdiction.
Being disqualified from being a company director by a court. Directors can be banned from holding directorships by a
court for a number of reasons including personal bankruptcy and other legal issues.
Failing to be re-elected if, having offered him or herself for re-election, shareholders elect not to re-appoint.
An ‘agreed departure’ such as by providing compensation to a director to leave.
(ii) Discuss Miss Hoiku’s statement
The way that directors’ contracts and company law are written (in most countries) makes it difficult to remove a director
such as Mr Smith from office during an elected term of office so in that respect, Miss Hoiku is correct. Unless his contract
has highly specific performance targets built in to it, it is difficult to remove Mr Smith for incompetence in the
short-term as it is sometimes difficult to assess the success of strategies until some time has passed. If the alleged
incompetence is within Mr Smith’s term of office (typically three years) then it will usually be necessary to wait until the
director offers himself for re-election. The shareholders can then simply not re-elect the incompetent director (in this
case, Mr Smith). The most likely way to achieve the departure of Mr Smith within his term of office will be to ‘encourage’
him to resign by other directors failing to support him or by shareholders issuing a vote of no confidence at an AGM or
EGM. This would probably involve offering him a suitable financial package to depart at a time chosen by the other
members of the board or company shareholders.
(b) Importance of the chairman’s statement
The chairman’s statement (or president’s letter in some countries) is an important and usually voluntary item, typically carried
at the very beginning of an annual report. In general terms, it is intended to convey important messages to shareholders in
general, strategic terms. As a separate section from other narrative reporting sections of an annual report, it offers the
chairman the opportunity to inform. shareholders about issues that he or she feels it would be beneficial for them to be aware
of. This independent communication is an important part of the separation of the roles of CEO and chairman.
In the case of TQ Company, the role of the chairman is of particular importance because of the dominance of Mr Smith.
Miss Hoiku had a particular responsibility to use her most recent statement to inform. shareholders about going concern issues
notwithstanding the difficulties that might cause in her relationship with Mr Smith. Miss Hoiku has an ethical as well as an
agency responsibility to express her independence in the chairman’s statement and convey issues relevant to company value
to the company’s shareholders. She can use her chairman’s statement for this purpose.
(c) Criticise the structure of the reward package that Mr Smith awarded himself
The balance between basic to performance related pay was very poor. Mr Smith, perhaps being aware that the prospect of
gaining much performance related income was low, took the opportunity to increase the fixed element of his income to
compensate. This was not only unprofessional and unethical on Mr Smith’s part, but it also represented very bad value for
shareholders. Having exercised his share options and sold the resulting shares, there was now no element of alignment of
his package with shareholder interests at all. His award to himself of an ‘excessively’ expensive company car was also not
in the shareholders’ interests. The fact that he exercised and sold all of his share options means that he will now have no
personal financial motivation to take strategic decisions intended to increase TQ Company’s share value. This represents a
poor degree of alignment between Mr Smith’s package and the interests of TQ’s shareholders.
(d) Criticise Miss Hoiku’s performance as chairman of TQ Company
The case describes a particularly poor performance by a company chairman. It is a key function of the chairman to represent
the shareholders’ interests in the company and Miss Hoiku has clearly failed in this duty.
A key reason for her poor performance was her reported inability or unwillingness to face up to Mr Smith who was clearly a
domineering personality. A key quality of a company chairman is his or her ability and willingness to personally challenge the
chief executive if necessary.
She failed to ensure that a committee structure was in place, allowing as she did, the remunerations committee to atrophy
when two members left the company.
Linked to this, it appears from the case that the two non-executive directors that left were not replaced and again, it is a part
of the chairman’s responsibility to ensure that an adequate number of non-executives are in place on the board.
She inexplicably allowed Mr Smith to design his own rewards package and presided over him reducing the performance
related element of his package which was clearly misaligned with the shareholders’ interests.
When Mr Smith failed to co-ordinate the other directors because of his unspecified business travel, she failed to hold him to
account thereby allowing the company’s strategy to fail.
There seems to have been some under-reporting of potential strategic problems in the most recent annual report. A ‘future
prospects’ or ‘continuing business’ statement is often a required disclosure in an annual report (in many countries) and there is evidence that this statement may have been missing or misleading in the most recent annual report.
第2题：
What does the underlined word“collapsed” probably mean? ( )
A． Were destroyed
B． Caught fire
C． Were flooded
D． Sank
第3题：
此题为判断题(对，错)。
第4题：
第5题：
材料：
Early on 5 November 1996，the 140，086 tonnes deadweight Malaysian flag bulk carrier Giga 2 was nearing completion of discharge of a cargo of iron ore at No.2 discharge berth，Port KemblA、Due to the vessel&39;s light condition，the unloader could not be positioned over No.1 hold，to remove the 1080 tonnes of cargo remaining in that particular hold．At the suggestion of the shift supervisor，ballast was pumped into No.4 hold，which was permissible under the vessel&39;s operations manual．Pumping of ballast into No.4 hold commenced at 0530．
After the lunch break，two terminal workers descended into No.5 hold，where the unloader was working，to clear iron ore from around the bottom of the forward spiral access ladder．The spiral ladder terminated at the top of the lower stool，six metres above the tank top．They had just completed this task and were about to climb the ladder when the bulkhead to the starboard side of the centre line，between No.5 hold and the ballasted No.4 hold，collapsed．Both workers were immediately engulfed by the deluge and，although one was able to haul himself clear，the other remained submerged．
The shift supervisor was working in his office ashore and，alerted by calls over the radio from the Hatchman，dashed on board and immediately descended the ladder into No.5 hold．Up to his neck in the swirling water and guided by the Hatchman above，he was able to grab hold of the submerged worker．Assisted by another terminal worker，who had followed him into the hold，he was able to haul the unconscious and apparently lifeless worker clear of the water．The shift supervisor then administered cardio-pulmonary resuscitation（CPR），which was successful in restoring breathing in the worker．Very shortly afterwards an ambulance officer arrived on the scene and administered oxygen，before the worker was lifted from the hold and taken to hospital．
问题：
The most probable reason that the unloader could not be positioned over No.1 hold was that ________．
A.the trim was too small
B.the trim was too big
C.the draft was too small
D.the draft was too big
No.4 hold into which ballast water was pumped was a ________．A.special hold which could only be used to adjust the trim and/or draft in cargo operation
B.double bottom tank usually not used as ballast tank
C.ballast tank
D.cargo hold
It is concluded that the depth of ballast water in No.4 Hold ________ before the bulkhead was collapsed．A.less than 1 meter
B.around 1 meter
C.around 2 meters
D.more than 3 meters
Of the following，it is ________ that prevented the submerged worker from hauling himself clear when the bulkhead collapsed．A.his weakness or，possibly，his small figure
B.the big depth of the ballast water
C.the big distance from the lower stool of the spiral ladder to the tank-top in No.5 Hold
D.the strong or swirling current in the ballast water
请帮忙给出每个问题的正确答案和分析，谢谢！
第6题：
Reading Comprehension
Directions:There are two passages in this part．Each passage is followed by some questions or unfinished statements． For each of them there are four choices marked A,B,C and D． Youshould decide on the best choice．
Questions 56- 60 are based on Passage One:
Passage One
The largest earthquake (magnitude里氏9．5)of the 20th century happened on May 22,1960 0ff the coast of South Central Chile．
It generated(生成) one of the most destructive Pacific-wide tsunami（海啸）． Near the generating area, both the earthquake and the tsunami were very much destructive, particularly in the coastal area from Concepcion to the south end of Isla Chiloe．The largest tsunami damage occurred at Isla Chiloe-the coastal area closest to the epicenter(震中)．Huge tsuna- mi waves measuring as high as 25 meters arrived within l0 to 15 minutes after the earthquake, killing at least two hundred people, sinking all the boats, and flooding half a kilometer inland．
There was large damage and loss of life at Concepcion, Chile's top industrial city．Near the city of Valdivia, the earthquake and following aftershocks generated landslides which killed 18 people． At the port city of Valparaiso, a city of 200,000, many buildings collapsed． A total of 130,000 houses were destroyed-one in every three in the earthquake zone and nearly 2,000,000 people were left homeless．
Total damage losses, including agriculture and industry, were estimated(估计） to be over a half billion dollars． The total number of deaths related with both the tsunami and the earthquake was never found accurately for the region． Estimates of deaths reached between 490 and 57,002 with no distinction(差别) as to how many deaths were caused by the earthquake and how many were caused by the tsunami． However, it is believed that most of the deaths in Chile were caused by the tsunami．
Where did the largest tsunami damage occur? ( )
A． Concepcion
B． Isia Chiloe
C． Valdivia
D． Valparaiso
第7题：
A. a higher fan-out ratio
B. fully redundant switches
C. 100 percent port efficiency
D.allI S Lscontained with inasingle chass is
E.higher latency and through put than acore-edged esign switch
第8题：
We all love a hero, and rescue dogs are some of the biggest heroes of all. You will often find them going above and beyond duty to save someone, risking--and at times losing--their lives in the process.
Rescue dogs are generally found in the Sporting and Hunting Groups, or from the traditional Herding Group. These types include the Bloodhound, Labrador Retriever, Newfoundland, German Shepherd, Golden Retriever, and Belgian Malinois--all of which are chosen for search-and-rescue duty because of their amazing physical strength, loyalty, and their tendency for mental stability.
These types also have a keen sense of hearing and smell--to better locate lost individuals—and are often able to access hard-to-reach areas. As highly trained animals, they serve in many different fields, including specialist search, snow slide rescue, dead body location, and tracking.
To overcome obstacles and succeed when performing the demanding duties of a search-and-rescue worker, a dog must display certain qualities. In addition to intelligence and strength, the dog must be swift, confident, easily trainable, adaptable, and have a high level of stamina (耐力) and endurance. A strong sense of group cooperation and an ability to engage in friendly play during "down" time is also required of search-and-rescue dogs.
A rescue dog goes through many, many hours of intensive training to be fit for duty. Training is not for the faint-hearted. Certification training can take from two to three years, working three to four hours a day, three to six days a week, often in group,team-oriented sessions.
Each search-and-rescue field requires different types of training. Rescue training, for instance, includes "air scenting"--where dogs are trained to smell the air for the victim&39; s scent (气味) and then follow the scent to the person. This ability is crucial to finding victims trapped under collapsed buildings and snow slide.
40. Rescue dogs are chosen probably because__
A.they are loyal
B.they are brave
C.they have amazing appearances
D.they have good eyesight
What does "faint-hearted" in Paragraph 5 mean?A.Courageous.
B.Cowardly
C.Energetic
D.Slow
Which ability is most important for dogs to rescue people trapped in snow?A.Sharp hearing
B.Swift movement
C.Extraordinary smelling
D.A strong memory
What is the passage mainly about?A.Selection process of rescue dogs
B.Qualities and training of rescue dogs.
C.Risks rescue dogs are faced with
D.Types of tasks rescue dogs can perform
请帮忙给出每个问题的正确答案和分析，谢谢！
【考情点拨】事实细节题。
第9题：
第10题：