2011春季英语中高级口译考试真题、解析、答案大全【权威发布】免费下载

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

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。”

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.

essential to be able to assess the ‘value for money’ of each seminar. He suggested that the quality of the speakers

and the comfort of the seminar rooms were two assessment criteria that should be used in order to assess the

‘value for money’ of each seminar.

Required:

Discuss SIX separate and distinct assessment criteria (including those suggested by the managing director),

that would enable the management of Envico Ltd to assess the ‘value for money’ of each seminar.

(6 marks)

正确答案：
(c) The following are six separate and distinct assessment criteria (including those suggested by the managing director), that
would enable the management of Envico Ltd to assess the ‘value for money’ of each seminar. The assessment criteria are
presented as questions that would comprise the contents of a questionnaire but other presentations would have been equally
acceptable.
(1) Did the course meet your objectives?
‘Value for money’ may, in part, be assessed by reference to the ‘effectiveness’ of the service provision. Effectiveness may
be viewed in this context as meeting the objectives of attendees. All attendees have similar but varying objectives and
hence it is vital that Envico Ltd meets the objectives of all attendees if seminars are to constitute ‘value for money’.
(2) How would you rate the quality of the speakers?
A primary resource of Envico Ltd is its speakers and thus it is important to gauge how they were perceived to perform
by the attendees.
(3) How would you rate comfort, cleanliness and facilities of the seminar rooms?
Again, a principal resource, which is consumed when providing the service, is the seminar room and the facilities
contained within it. Attendees will find a clean and ergonomically designed room more conducive for education and
training activities.
(4) How would you assess the quality of the course materials?
Since Envico Ltd undertakes the provision of educational and training seminars then the quality of course materials
provided assumes critical significance as they represent the ‘raison d’être’ of Envico Ltd. If they are perceived to be of
high quality they may act as a good advertisement for the company. Conversely, poor quality course materials will cause
Envico Ltd to be perceived poorly.
(5) How strongly would you recommend Envico courses to friends and colleagues?
This is a very important consideration since ‘word of mouth’ may represent the best means of advertising the services
provided by Envico Ltd and is indicative of whether attendees consider that they have received ‘value for money’ from
Envico Ltd.
(6) Do you consider that you could have achieved your objectives in attending the course in a more expedient manner? If
so, please detail below.
This question acknowledges that the time of attendees is a scarce resource and hence there may well be an opportunity
cost in attending seminars in addition to the explicit costs such as course fees, travel and subsistence costs etc. It is
essential that Envico Ltd is flexible in its approach to meeting the needs of clients where attendance at seminars is either
impracticable or undesirable. Perhaps a series of interactive CDs and/or video tuition may be more appropriate in certain
instances.

3 The Chemical Services Group plc (CSG), which operates a divisionalised structure, provides services to industrial and

domestic customers in Swingland, a country whose economic climate is subject to significant variations. There have

been a number of recent changes at board level within CSG and therefore the managing director called a meeting of

the board of directors at which each of four recently appointed directors put forward their view as to what their primary

focus should be. These were as follows:

The research and development director stated that ‘my primary focus is upon ensuring that we continue to develop

the products and services that satisfy the requirements of our existing and potential customers’.

The finance director stated that ‘my primary focus is upon keeping our investors satisfied’.

The human resources director stated that ‘my primary focus is upon ensuring that we take all the steps necessary to

establish and maintain our reputation as a responsible employer’.

The corporate affairs director stated that ‘my primary focus is upon the need to ensure that we are recognised as a

socially responsible organisation’.

Required:

(a) Discuss the criteria that should be considered in deciding upon suitable performance measures in respect of

the primary focus of each of the FOUR directors of CSG providing THREE appropriate quantitative measures

for each primary focus.

Note: your answer may include financial or non-financial quantitative measures. (12 marks)

正确答案：
(a) The primary focus of the research and development director
There is a need to measure the ability of CSG to offer up to date services that are sought after by existing and potential
customers. In this regard it would be relatively easy to determine the number of new products/services introduced in previous
periods. The performance of individual innovations should also be assessed. Also the aggregate expenditure on the
development of new services may indicate how CSG has performed with regard to offering up to date, customer focused
services.
The primary focus of the finance director
CSG could use return on capital employed (ROCE), economic value added (EVA) or residual income (RI) as measures of
financial performance. EVA and RI are both superior to return on capital employed (ROCE) in that each method is more likely
to develop goal congruence in terms of acquisition and disposal decisions. It is vital that any performance measure chosen
is consistent with the NPV rule. The use of RI could prove problematic when managers adopt a short term outlook and use
short term performance measures as decisions may not be consistent with the NPV rule. EVA attempts to avoid the problems
associated with understated asset values that arise in the use of ROCE and RI. Current values should be used as opposed to
historical costs.
The primary focus of the human resources director
CSG could use measures such as the rate of staff turnover, the level of absenteeism, training costs per employee and the
number of applications received for each job vacancy. These measures may provide an indication of the extent to which CSG
can be regarded as a socially responsible employer.
These measures should be compared with those of prior periods and targets. Employee attitude surveys may also be
undertaken on a systematic basis in order to assess matters such as the degree of satisfaction with the payment systems that
are in operation, management style. and working conditions.
The primary focus of the corporate affairs director
CSG could use measures such as the amounts spent on the disposal of waste chemicals, the number of complaints received
from clients and members of the public and the total of contributions made to organisations which seek to meet social
objectives, e.g. charities, schools and hospitals.

2011春季中高级口译考试真题、解析、答案汇总2011年3月高级口译汉译英合营企业设董事会，其人数组成由合营各方协商，在合同、章程中确定，并由合营各方委派。董事会是合营企业的最高权力机构，决定合营企业的一切重大问题。董事长由合营各方协商确定或由董事会选举产生。董事长是合营企业法定代表人。董事长不能履行职责时，应授权其他董事代表合营企业。An equity joint venture shall have a board of directors; the number of the directors thereof from each party and the composition of the board shall be stipulated in the contract and articles of association after consultation among the parties to the venture; such directors shall be appointed by the relevant parties. The highest authority of the joint venture shall be its board of directors, which shall decide all major issues concerning the joint venture. The chairman shall be determined through consultation by the parties to the venture or elected by the board of directors. The chairman of the board is the legal representative of the joint venture. Should the chairman be unable to perform his duties, he shall authorize another director to represent the joint venture.董事会会议由董事长负责召集并主持。董事会会议应当有2/3以上董事出席方能举行。董事不能出席的，可以出具委托书委托他人代表其出席和表决。董事会会议应用中文和英文作详细记录，并在会议结束后14日内送交每位董事，由出席董事会会议的各位董事签字确认。The board meeting shall be called and presided over by the chairman of the board. A board meeting requires a quorum of over two-thirds of the directors. Should a director be unable to attend, he may make a proxy authorizing someone else to represent him and vote in his stead. Detailed minutes of the board meeting shall be prepared in Chinese and English and shall be delivered to each director within fourteen days of the conclusion of the meeting to be signed and confirmed by each of the directors who attended the board meeting.【解析】本文选自中华人民共和国中外合资经营企业法实施条例。从条例的第五章：董事会与经营管理机构中选取n个句子拼凑而成的文章。英文本源自中华人民共和国务院法制局编译, 中国法制出版社出版的中华人民共和国涉外法规汇编(1991年7月版)。并声明：当发生歧意时, 应以法律法规颁布单位发布的中文原文为准。本文属于正式法律条文式翻译，因此，在语言的选择上，要注意文体性，不可过于口语化。从英译文版本中可以看出，在表达“应当”“要”等词的时候，多用shall一词；在表达“如果”的意思时，用的不是“if”，而是“should”；又如thereof的使用，文体正式程度可见一斑。此其一。其二，考生要注意专有名词的翻译。诸如contract合同articles章程appoint委派Detailed minutes of the board meeting详细记录 perform ones duty履行职责the legal representative法定代表人authorize授权等等。其三，个别句子的翻译处理。如“董事会会议应当有2/3以上董事出席方能举行。”译文 A board meeting requires a quorum of over two-thirds of the directors. 其中quorum的用法极为精辟，简练，地道。这需要考生十年磨砺，凡能一招成名。总之，法律条文等正式问题翻译，对语言的得体性要求较高，语法要求相对松一些。考生只能平时多积累，多练习，注重专有名词的归纳总结，才能从容面对此类考题。2011年3月中级口译英译汉When President Obama took the stage here Wednesday to address a community and a nation traumatized by Saturdays shootings rampage in Tucson, Arizona, it invited comparisons to President George W. Bushs speech to the nation after the attacks of Sept. 11, 2001, and the memorial service President Bill Clinton led after the bombing of a federal office building killed 168 people in Oklahoma City in 1995.本周三，奥巴马总统登台演讲，就上周六、亚利桑那州图森市所发生的枪击惨案向饱受心灵创伤的公众及全国发表演讲，人们不禁联想到，布什总统在2001年911袭击之后的演讲、以及1995年克林顿总统为俄克拉荷马州联邦政府大楼爆炸中的168名遇害者举行的追悼会。But Osamas appearance presented a deeper challenge, reflecting the tenor of his times. Unlike those tragedies-which, at least initially, united a mournful country and quieted partisan divisions-、this one has, in the days since the killings, had the opposite effect, inflaming the divide.然而，奥巴马的公开露面展现了一个更大的挑战，也映射出他所处时代的要旨。以往那些惨案使整个国家在哀悼中团结一致，党派分歧也销声匿迹至少惨案发生初期是这样的。而本次的枪击惨案却恰恰相反，激化了党派间的分歧。It was a political reality Mr. Obama seemed to recognize the moment he took the stage. He directly confronted the political debate that erupted after the rampage, asking people of all beliefs not to use the tragedy to turn on one another. He called for an e

-But then we'll have to accept a Board of Directors chosen by our stockholders. Wouldn't that limit us in many ways? -Certainly. But if you consider the massive capital investment that we'll receive, you'll understand that this could take our company ------ .

：A from being a big firm to being one of the medium-tier players ;

B from being a medium-tier firm to being one of the big players ;

C from being a medium-tier firm to being one of the small players

参考答案:B

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

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

STCW 78/95 Convention shall apply to seafarers _____ on board seagoing ships entitled to fly the flag of a Party.

A.served

B.serving

C.surveyed

D.surveying

正确答案：B

Each ship shall carry on board a ship security plan approved by

A.the chief engineer officer

B.the master of the ship

C.the manager of the company

D.the Administration

正确答案：D

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考题 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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考题单选题The minimum amount of lifesaving equipment required aboard an 85-foot uninspected towing vessel consists of（）.A one approved flotation cushion for each person on boardB one approved life preserver for each person on board and one life ringC one approved inflatable vest for each person on boardD lifeboat capacity equal to 1 1/2 times the number of persons on board正确答案：A解析：暂无解析

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考题 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. It can be inferred from the last paragraph that outside directors____A.may stay for the attractive offers from the firm B.have often had records of wrongdoings in the firm C.are accustomed to stressfree work in the firm D.will decline incentives from the firm答案：A解析：推理题【命题思路】这是一道封闭式推理题，需要对最后一段进行锁定，从而得出答案。【直击答案】根据题干定位到最后一段第二句“Firms who…create incentives.”这句话的意思是“想要在困难时期留住外部董事的公司可能不得不采取一些激励政策。”由此可以推断出外部董事可能会因为公司采取的政策而留下。A项和原文意思吻合，故是正确答案。【干扰排除】B项与原文意思不符。原文最后一段最后一句只是说外部董事在公司犯错时还在公司任职，但并未说外部董事自己居公司留下劣迹，故不选。最后一段并没有提到外部董事的工作压力，C项属于无中生有，故不选。文末两句“Firms who…the example of Ms.Simmons…”只谈到了公司不得不采取一些激励措施，至于外部董事接受还是拒绝，没有提及。D项属于过度推理，不选。

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考题单选题The members of the Board of Directors agree that chief attention _____ to what can bring in the highest profit.A is to be madeB is going to directC should be paidD would have to pay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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考题 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. According to the researchers from Ohio University,after an outside director's surprise departure,the firm is likely to_____A.become more stable B.report increased earnings C.do less well in the stock market D.perform worse in lawsuits答案：C解析：细节题【命题思路】这是一道局部细节题，需要根据题干的关键信息对文章相关内容进行锁定，从而在准确定位之后得出答案。【直击答案】根据题干定位到第三段第四句和第五句，这两句列出了外部董事离开后可能出现的三种情况。其中“the stock is likely to perform worse”即为C项的意思，选项中的“do less well”等于原文中的“perform worse”，故C项正确。【干扰排除】从文中可知外部董事突然离开公司后，公司需要重申盈利的可能性增加了近20%，说明外部董事的离开会让公司境况变得不好，A项与原文信息完全相反，应排除。B项干扰来自文中“the probability…earnings increases…”分析句子主干“the probability increases by nearly 20%”可知不是earnings增加20%。D项干扰来自文中“The likelihood…also increases”。表现不佳是在“stock”中（the stock is likely to perform worse），选项把对“stock”的描述强加到“lawsuit”上，张冠李戴，故不选。

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考题 The number or name of a tank barge shall be ______．A.Displayed in at least 4 different positions on the bargeB.Carved on a wooden board and attached to the barge's hullC.Displayed as close to the navigation lights as possibleD.Displayed at the highest point of the barge's hull such that it can be seen from either side正确答案：D

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考题 (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 areconcerned 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.

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考题 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。

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考题 The number and position of hydrants arranged on board shall be such that _______，one of which shall be from a single length of hose，may reach any part of the ship normally accessible to the passengers or crew while the ship is being navigated．A.at least two jets of water which shall be from the same length of hoseB.at least two jets of water emanating from the same hydrantC.at least two jets of water not emanating from the same hydrantD.at least two jets of water not emanating from the same hydrant，one of which shall be from a single length of hose正确答案：D

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考题 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. According to Paragraph 1,Ms.Simmons was criticized for_____A.gaining excessive profits B.failing to fulfill her duty C.refusing to make compromises D.leaving the board in tough times答案：B解析：推理题【命题思路】这是一道封闭式推理题，需要对第一段进行锁定，从而得出答案。【直击答案】根据题干关键词Paragraph 1和Ms.Simmons was criticized for定位到首段第三句。文中短语“be under fire”是对题干中“criticized”一词的同义替换，答案在“for”后的部分。这句话用一个反问句说明她做的事情，作为薪酬委员会的成员让巨额款项流失，属失职行为，因此答案选B项。【干扰排除】A项的干扰来自“have let those enormous bonus payouts pass”，发放巨额奖金是对其他人而言，而获得太多利益是针对个人，主体不同，故A项不对。C项“拒绝妥协”属于无中生有，原文首段并未提到。D项属于因果颠倒，“the next year Ms.Simmons had left the board”，并不是受到批评的原因，而是结果。

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