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The members of the Board of Directors agree that chief atten

题目
单选题
The members of the Board of Directors agree that chief attention _____ to what can bring in the highest profit.
A

is to be made

B

is going to direct

C

should be paid

D

would have to pay

参考答案和解析
正确答案： C
解析：
句意：董事会成员一致认为应该把关注的重点放在如何获取最好利润这个问题上。这里应用了pay attention这个动词词组，表示“注意，关注”，句中应该采用被动语态，故C项正确。
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相似问题和答案

第1题：

116 When all members must unanimously agree before a decision is reached

A. all members become committed

B. decisions are reached slowly

C. integrity is developed

D. future decision making ability is enhanced

E. All of the above


正确答案：E

第2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3题：

When all members must unanimously agree before a decision is reached

A all members become committed

B decisions are reached slowly

C integrity is developed

D future decision making ability is enhanced

E All of the above.


正确答案：E

第4题：

In our company, the interests of the board members are closely () with those of the employees.

A、bound

B、next

C、relate

D、connection


参考答案：A

第5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6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7题：

(c) Risk committee members can be either executive or non-executive.

Required:

(i) Distinguish between executive and non-executive directors. (2 marks)


正确答案：
(c) Risk committee members can be either executive on non-executive.
(i) Distinguish between executive and non-executive directors
Executive directors are full time members of staff, have management positions in the organisation, are part of the
executive structure and typically have industry or activity-relevant knowledge or expertise, which is the basis of their
value to the organisation.
Non-executive directors are engaged part time by the organisation, bring relevant independent, external input and
scrutiny to the board, and typically occupy positions in the committee structure.

第8题：

34 When all members must unanimously agree before a decision is reached

A. all members become committed

B. decisions are reached slowly

C. integrity is developed

D. future decision making ability is enhanced

E. All of the above.


正确答案：E

第9题：

(ii) the directors agree to disclose the note. (4 marks)


正确答案：
(ii) If the directors agree to disclose the note, it should be reviewed by the auditors to ensure that it is sufficiently detailed.
In evaluating the adequacy of the disclosure in the note, the auditor should consider whether the disclosure explicitly
draws the reader’s attention to the possibility that the entity may not be able to continue as a going concern in the
foreseeable future. The note should include a description of conditions giving rise to significant doubt, and the directors’
plans to deal with the conditions. If the note provided contains adequate information then there is no breach of financial
reporting standards, and so no disagreement with the directors.
If the disclosure is considered adequate, then the opinion should not be qualified. The auditors should consider a
modification by adding an emphasis of matter paragraph to highlight the existence of the material uncertainties, and to
draw attention to the note to the financial statements. The emphasis of matter paragraph should firstly contain a brief
description of the uncertainties, and also refer explicitly to the note to the financial statements where the situation has
been fully described. The emphasis of matter paragraph should re-iterate that the audit opinion is not qualified.
However, it could be the case that a note has been given in the financial statements, but that the details are inadequate
and do not fully explain the significant uncertainties affecting the going concern status of the company. In this situation
the auditors should express a qualified opinion, disagreeing with the preparation of the financial statements, as the
disclosure requirements of IAS 1 have not been followed.

第10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

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