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SBL 必背题目汇总
Prepared by Sdanvi
Golden Education
Q1
Q2
Q3
Q4
Q5
Q6
Q7
Q8
Q9
Q10
Q11
Q12
Q13
Q14
Q15
Q16
Q17
Q18
Q19
Q20
Q21
Q22
Q23
Q24
Q25
Q26
Q27
Q28
Content
Ansoff matrix.................................................................................................................................... 1
Method of development.................................................................................................................... 3
Porter’s 5 forces................................................................................................................................ 6
Diamond............................................................................................................................................8
SWOT............................................................................................................................................. 10
SFA................................................................................................................................................. 12
Value chain analysis........................................................................................................................14
E - Marketing.................................................................................................................................. 16
Process.............................................................................................................................................20
Strategic vs operational risk.......................................................................................................... 21
Project management...................................................................................................................... 22
Culture web................................................................................................................................... 25
Big data......................................................................................................................................... 26
General vs application control...................................................................................................... 29
Format Layout...............................................................................................................................30
Family firm....................................................................................................................................33
Unitary board and multi-tier board............................................................................................... 34
The benefits of separation of CEO and Chairman........................................................................ 36
Role of Committees.......................................................................................................................37
The key roles of NEDs..................................................................................................................41
CSR............................................................................................................................................... 42
Sustainability.................................................................................................................................43
Environmental reporting purpose..................................................................................................46
Integrated report (IR).................................................................................................................... 47
Disclosure and reporting benefits..................................................................................................51
Governance disclosure.................................................................................................................. 52
Ethics.............................................................................................................................................57
Rules vs Principles-based approach.............................................................................................. 59
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Q1 Ansoff matrix
Existing product/existing market
This is a market penetration/consolidation strategy whereby company would try to increase
its market share in the existing market. “When company has the highest market share and
owns a number of product patents. This strategy could be favour. When team members are
lost or retired, this strategy would also avoid the weakness of limited product design
capabilities.”
“When its current products to be cash cows, as it has a high market share, in a shrinking
market. Cash cows can be consolidated or grown, by taking over from smaller competitors
aiming to leave the shrinking market. Therefore, there may be an opportunity for company to
succeed with this strategy.”
“If company already has high brand recognition, intensive advertising campaign may have
limited effect. This strategy also ignores other threats, which could have a great influence on
the future growth of the market.”
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New product/existing market
This is a product development strategy whereby company would attempt to sell new products
in the existing market. “if company is not good at developing products, or with a small
product design team. Members are nearing retirement and may be lacking in new product
ideas. It may not a good strategy.”
This strategy would also focus on the existing market. “If market is shrinking. it may not
prove sufficient to satisfy the shareholders’ desire for growth.” One concern for companies
following a product development strategy is to be wary of not competing with its own
products.
Existing product/new market
This is a market development strategy which aims to sell the existing company’s products to a
new market.
If company has strong marketing capabilities, a wide product range and a management team
with many years’ experience of the existing products and processes or successful at supply
chain management. It will be a good strategy. However, it does have one major weakness with
regards to this strategy: the lack of experience of overseas expansion.
New product/new market
This is a diversification strategy, which would overcome the threats of the shrinking market
and recognize the trend of products.There are some strengths which support this strategy, such
as the marketing team, but this would be an entirely new market to them and their knowledge
may not be as good in this market. The strategy does not make the most of other strengths,
such as the existing distribution channel, instead requiring new relationships.
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Q2 Method of development
Organic growth
Internal growth, sometimes called organic growth, takes place when the company grows by
building on and developing its own existing competencies. Organic growth could be achieved
by developing internal capabilities and using retained profits and internal resources to grow.
Advantages:
Company has market knowledge is a core competence, creating and reinforcing competitive
advantage.
Second, although the final cost of developing through organic growth may be greater than
through acquisition, the spread of cost may be easier to bear. Acquisitions usually require a
major expenditure at a certain point in time.
A slower rate of change, associated with more gradual expenditure and sustainable growth,
may also minimize disruption to other activities within the company.
Acquisition can be a significant distraction and it could easily prevent the directors from
continuing their successful expansion.
In some circumstances, internal growth may be the only realistic option.it is having difficulty
in identifying companies to acquire or with which to pursue a strategic alliance.
Internal development avoids the political and cultural problems arising from post-acquisition
integration and coping with the different traditions and expectations of the acquired company.
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Acquisition
An acquisition takes place when ownership is taken of another organization. An acquisition
would take over ownership of another company.
Benefits:
This would give company a rapid entry into the market and overcome any issues with the lack
of knowledge of this market and the culture of the consumers. The speed of entry would allow
company to take first move advantage.
The acquisition may provide an opportunity to exploit its core competencies in a new market.
Acquisition may provide an opportunity for an organization to address a lack of resources or
competencies in certain areas.
Rapid growth through acquisition may also offer immediate economies of scale. As the
company grows larger, it should be able to reduce product costs, allowing it to raise the
barriers to market entry, reducing the attraction of the market to potential competitors. Growth
through acquisition is a quick way of delivering the scale and cost efficiency of operations
required to deter potential competitors from entering the market that it understands and
dominates.
However, this would be the most expensive route into the new market and would bear all the
risk of failure as there would be no partner to share it with. So If company has experience in
acquisition and so should be able to use this experience to help ensure success.
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Strategic alliance
Strategic alliances take place when two or more organizations share resources and activities
to pursue a given strategy. Both companies seek to gain benefits through co-operation.
An alliance would be used to enter a new geographical market where an organization needs
local knowledge and expertise.
One of the features of strategic alliances is the range types of alliances that might be pursued.
Some alliances are very formal, others involve informal networking between organizations
with no shareholding or common ownership involved. Different alliances can include joint
ventures, franchising and licensing, as well as informal alliances.
One of the main problems of strategic alliances is the ability of the initiator to find an
appropriate partner. It is not known if the company which is currently being targeted would
be interested in a strategic alliance. Hence a search for a partner would have to take place,
which could prove difficult and time-consuming.
Merger
It would mean sharing all profits with the other party. If company already has a good brand
name with very high recognition. This would presumably be lost if a merger was to take place,
unless it was incorporated into the new name. The merger would affect all operations not just
one or two department. In addition merger would have most of the benefits of acquisition and
with less risk.
Joint venture
In a joint venture a new organization is created which is jointly owned by the parents. The
parent companies remain independent trading companies. A joint venture is more appropriate
where the participating companies are entering into a different market place.
This is one form of the strategic alliance, it can be shaped to take into account the
environmental factors such as culture which affect the industry and the different capabilities
of the participants.
Furthermore, there may be concerns about the long-term viability of any such alliance.
Success requires expertise in setting up and monitoring clear goals, governance, financial
arrangements and other organizational issues.
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Q3 Porter’s 5 forces
Bargaining power of buyers
The bargaining power of buyers is high as the market is more mature, and customers are
likely to demand low prices, high quality products. It appears that alternative sources of
supply are readily available and that switching costs are relatively low. It may also because
that customers have knowledge about prices of products from the marketing campaigns of
competitors.
The bargaining power of buyers is low as customer has specific needs and so each solution is,
to some degree, a bespoke solution. This makes it much harder for buyers to compare
products and prices of potential suppliers. Alternative sources of supply are much more
difficult to find, so the switch costs are high.
The bargaining power of suppliers
The bargaining power of suppliers is high. Company does not have the power to pressure on
its suppliers, either in terms of price or delivery.
Suppliers of financial capital, namely lenders,have gained more bargaining power as company
has had to borrow more to sustain their recent growth.
If labour is seen as a supplier, then evidence again suggests that company is in a relatively
weak position particularly since there has been a powerful trade union. Employee
remuneration and employment rights are already compliant with employment laws. The
scenario also indicates the difficulty of finding high calibre staff for future growth in this
sector.
A supplier group is more powerful if it is dominated by a few companies and is more
concentrated than the industry it sells to. When company is not an important customer of the
supplier group, the power of supplier is high.
Threats from new entrants
The costs of entry of Industry company are significant because it is capital,reputation and
knowledge intensive. Economies of scale compel new entrants to enter at significant output
levels or suffer a cost disadvantage. Furthermore, the need to offer comprehensive after sales
support, it also create a significant barrier to new entrants. Finally, the exit costs and barriers
such as industry-specific knowledge, skills and assets, reduce the attractiveness of the
marketplace to new entrants.
There is no threat of new entrants into the industry during the license period. However, at the
end of the license period, anyone who meets the bidding criteria can potentially be allocated a
license and enter the market place. So, the license is an effective barrier to entry during the
license period.
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Distribution channel is an another threat. It may be very significant, as the distribution
channels are very specific .The new entrant will have to persuade these channels to accept its
products.
Threats from substitutes
Substitute products are products which can perform the same function as the product of the
industry under consideration.
There is evidence that large, successful, high technology companies are particularly
vulnerable to ignoring the challenge from disruptive new technologies which can replace the
need for certain high technology products and services overnight. However, the relatively
small size company may give it a competitive advantage in its ability to respond quickly and
flexibly to change, as long as it can attract the right calibre of expertise to achieve this.
Rivalry / competitors
When an industry is dominated by a few firms and these firms are relatively well balanced in
terms of size, it creates potential instability because they may be prone to fight each other.
slow industry growth increases competitive rivalry.
It is clear that the high volume, low-margin, low-cost, no frills business offers intense
competition with buyers who are able to use their size to extract favourable
prices.competition is high when strategy based on low switching costs and undifferentiated
products.
The intensity of rivalry in technical company is significantly less in this specialist market.
company is dealing with a smaller number of large and medium-sized users, designing
products specific to their needs. Company is adopting a focused differentiation strategy. In
these low-volume high-margin markets, the emphasis has to be on increasing the volume side
of the business, but at the same time making sure that they have the resources to attract and
support new customers.
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Q4 Diamond
Factor conditions
This is the inputs necessary to compete in any industry, such as labour, land, natural resources,
capital and infrastructure, physical resources, knowledge and infrastructure present within
target country, which company is able to access.
“If the transportation system in country is cheap and effective, and the country has a
well-established digital communications structure. Both advanced factors which offer more
sustainable advantages than basic factors, such as natural resources and unskilled labour and
they would make country attractive to company. However, both these factors are also
generalized factors which do not provide as decisive and sustainable a basis for competitive
advantage as other more specialist factors.”
“If it has a well-developed infrastructure, based on sound local and national investment
policies in air, road and rail travel. A new airport has recently been constructed in that
country，generating an additional 2·5 million overseas passengers to target country last year.
This is likely to have a significant impact on tourism and the number of visitors to target
country and therefore will obviously assist in supporting the hotel industry and, of course, our
own business. As a business, we have exploited the transport infrastructure which target
country offers, locating our hotels on major road networks and near to rail stations. National
and regional level investment in such infrastructure has been a great advantage to our
business.”
“The education system supports the travel and tourism industry. Universities offering highly
regarded travel and tourism qualifications, which in turn leads to the availability of highly
skilled human resources within the hotel and tourism industries. However, we must be aware
that although the education system supports the provision of labour in the industry, we appear
to have a problem in recruiting and retaining skilled staff and this is something we must work
on in the future.”
Demand conditions
The nature of home demand for an industry’s product or service. Product development usually
takes place in the home market. Pride and ego focus attention on succeeding in this market.
Pressure from buyers is immediate and the proximity and cultural similarity of these buyers
mean that their needs are well understood.
Home market demand is strong and where home-based customers are sophisticated and
require high standards of innovation and/or quality, this can assist it in achieving sustainable
competitive advantage.
“Company has reaped the benefits of supplying a vigorous, growing and demanding home
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market in target country, which, it believes, may allow it to anticipate buyer needs in other
countries. Consumers’ needs are not just idiosyncratic to the other country. This is why,
further research needs to be undertaken to ensure that home country’s cultural and social
values will really lead to the changes in consumer behaviour that the economic trends are
suggesting. If they do, then company will have definitely benefited from demands placed on it
from the sophisticated and demanding buyers in target country.”
Related and supporting industries
This concerns the presence in the nation of supplier industries or related industries which are
internationally competitive.
The success of an industry can also be influenced by other industries/organizations which
support it and supply it.
Firm strategy, structure and rivalry
It suggests that there is a strong association between vigorous domestic rivalry and the
creation and persistence of competitive advantage in an industry.
Chance and governance
Success can be influenced by the way an organization is created, organized and managed.
It considers the nature of chance and the role of the government. The role of government is
particularly significant.
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Q5 SWOT
SWOT 分析需要明确如下几点：
1. 与分析公司的战略地位 strategic position 相关。首先明确 SWOT 所代表的是 strengths
and weaknesses, opportunities and threats。前两个是关于公司内部是否具有战略能力
strategic capabilities；后两个是关于公司外部所面对的环境，包括机会和威胁，不受公司
控制。分析公司的战略地位 strategic position 意味着需要分析公司内部战略能力包括优
劣势 internal strategic capabilities including strengths and weaknesses、外部环境包括机会与
威胁 external environment with opportunities and threats、各个利益相关者的期望和诉求 all
related stakeholders’ expectations and claims、以及公司想要实现的目标、任务、愿景
objectives, mission and vision。
2. 与向公司建议战略选择 strategic options 相关。
分析公司战略地位，
理解公司的 SWOT，
下一步提出战略选择，选定战略，实现目标、任务、愿景。当题目背景中明确做了 SWOT
分析，一般来说 TOWS matrix 应该说是更契合的。
3. TOWS matrix 模型是在理解公司战略地位的基础上，为公司未来发展方向确认一个选
择。这直接取决于 SWOT 所做的分析，分别结合内部（优势、劣势）和外部（机会、
威胁）因素，为该模型矩阵的每一个方格形成选择 options。模型如下图。
The TOWS matrix is a way of generating directions from an understanding of the
organization’s strategic position. It builds directly on the work of the SWOT with each
quadrant identifying options that address a different combination of the internal factors
(strengths and weaknesses) and external factors (opportunities and threats). The matrix is as
following.
Internal factors
Strengths
Weaknesses
SO -options that use strengths to take
advantage of opportunities
WO -options that take advantage of
opportunities by overcoming weaknesses
ST -options that use strengths to avoid
threats
WT -options that minimize weaknesses
and avoid threats
Threats
External factors
Opportunities
TOW
S
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CASE greenTech 公司
通过 SWOT 分析（如下表 1）评估公司目前的战略地位 current strategic position。
表1
Strengths:
Weaknesses:
 Has a good financial position, e.g.
 Under-funded marketing
cash surplus
 None specifically aimed at the sale of
 Explicitly positioned as focus
fully-assembled-green-computers
differentiator
 Efficiency problems in ordering and
 Stable and successful management
configuring process
team
 Core competences in the production
Opportunities:
 Preferential procurement policy
recently agreed by the government
 Increased public consciousness of the
need to conserve environment
 Other industrial sectors’ demand for
quiet and recyclable products with
low emissions
 Web-based technology to construct
virtual prototypes
Threats:
 Relatively small and is unlikely to be
able to compete with the established
global brands
 Lack of manufacturing capability
更进一步，在确定公司战略地位，即理解公司优劣势、机会与威胁的基础上，要求评估
案例中建议的三个战略发展方向（如下表 2，该题目与 Ansoff growth strategy 结合），
请思考：为什么 Prof Ag 提出的市场开发战略 market development 最适合？
New
Market
Existing
表2
Products
Existing
New
Protect/Build
Product development with new
capabilities
Fenix (Option 2)
Lewis-Read (Option 1)
Market development with new uses
and capabilities
Professor Ag Wan (option 3)
No team chose this option
Diversification
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Q6 SFA
SFA 是典型的用来评价一个战略是否恰当的模型，分别代表 suitability, feasibility,
acceptability。这三个单词分别意味什么，是从哪些方面来评价这个战略是否恰当呢？
Suitability：“适合”，强调这个战略适合，也就是说这个战略能够契合公司目前的战略地
位 strategic position (see SWOT)。
Feasibility：“可行”，强调公司有能力能够执行这个战略。这意味着公司需要具备相应的
财务资源、管理经验、员工、技术、秘诀、专利等。
Acceptability：“可接受”，强调各个利益相关者可以接受，符合各个利益相关者的诉求
和期望，包括风险和回报。相应的财务比率需要掌握，包括衡量企业盈利能力、流动性、
以及财务风险的比率。
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The suitability addresses the circumstances in which the organization is operating -its
strategic position. Does the proposed strategy make sense?
The feasibility is concerned with whether an organization has the resources and competencies
to deliver a strategy, including finance, management experience, staff, techniques, secret,
patents etc.
The acceptability is concerned with expected outcomes in terms of stakeholders reactions,
risk and return.
The financial performance could be typically measured through the following ratios.
Profitability:
Gross profit margin
Operating profit margin
Net profit margin
ROCE
Asset turnover
Liquidity:
Current ratio
Acid test ratio/quick ratio
Payable days
Receivable days
Inventory days
Financial risk:
Financial gearing
Interest cover
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Q7 Value chain analysis
价值链，顾名思义，在这个链条上，价值被创造出来，实现价值增值。
这个链条反映了企业所有的活动 activities。
这些活动被分为主要活动和辅助活动 primary
activities and support activities。能够创造价值的活动叫做 primary activities。如果这个活
动不能创造价值怎么办？是不是可以直接去掉？也不是的。有些活动虽然不创造价值，
但是为了保证企业的持续运行还是必须的，这样的活动就叫做 support activities。
关于定义，大家不用刻意记忆，但是定义中的关键词是一定要记住的。这涉及到考试的
时候能够应用这些词到案例中，描述具体的活动，不仅要求能够明确具体的活动，而且
能够分析每一个具体活动有哪些问题。
下面给出的内容大家理解、记忆。
 价值链介绍、主要活动及支持活动
 各个主要活动的定义
 管理好与上、下游的连接关系是挑战
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The value chain was introduced by Michael Porter as a way of examining all the activities a
firm performs and how these activities interact. It is concerned with creating value for
customers. A firm is profitable if the value it commands from the customer exceeds the costs
involved in creating the product or service that delivers that value. By understanding the value
chain, the firm could understand how costs are incurred and where existing and potential
sources of differentiation can be identified.
The primary activities are those required to physically produce the product, get it to the
customer, and provide that customer with after-sales service and assistance. Support activities
provide organization-wide functions (such as procurement and technology) to support the
primary activities. In general, they support the whole value chain.
Inbound logistics are activities associated with receiving, storing and disseminating inputs to
the product. This includes materials handling, warehousing, and inventory (stock) control.
Operations are concerned with transforming inputs into the final product. This includes
machining, assembly, testing, and packaging.
Outbound logistics are activities associated with storing finished goods and then physically
distributing these products to buyers. Finished goods warehousing, ordering processing, and
delivery are generally considered.
Marketing and sales are activities that allow a buyer to become aware of a product, induces
them to purchase and supports the actual purchase of the product. It includes advertising,
promotion, sales and pricing.
Service is associated with providing a service to enhance or to maintain the value of the
product. It includes installation, repair, training, parts supply, and product adjustment. It could
also be the free guidance and/or advice provided for existing and potential customers.
The upstream activities concern selecting suppliers, placing orders and storing raw materials.
The main challenges generally include:
 Reduce order-to-delivery time
 Manage inventory more effectively
 Improve demand forecasting
The above three challenges are also the challenges to be concerned by downstream activities.
In addition, the firm might also need to improve after-sales service such as allowing the
customer to track the order or responding the customer’s query effectively.
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Q8 E - Marketing
这一部分我们主要解决如下问题：
1. 电子媒介比如互联网下市场营销与传统的市场营销媒介有何不同 how the marketing
characteristics of electronic media (such as the Internet) differ from those of traditional
marketing media?
2. 电子媒介下市场营销的主要特点 6‘I’。
3. 电子媒介下或电子商务下，传统市场营销组合的 7‘P’会受到怎样的影响？如何获得改
善？
第 1 个问题似乎很学术很绕口，但是，我们需要明白实质是在说什么。
传统市场营销媒介 media 一般采用广告或者电子邮件主动推送，我们说是
‘push’ technology，分发给客户或者潜在的客户。这种方法有很大局限性，重点在于商家
缺乏与消费者的有效互动，不确定营销活动的接受者是否真的收到了相关信息，比如，
是否真的看了促销宣传？
相比之下，新媒介尤其是通过使用互联网 Internet，主要是‘pull’ technology，也就是客户
主动发起，开启搜索，登录到相关网站，引发之后的商家推送，比如给已经注册的用户
发送 email，而且是根据这个用户的喜好。在 e-marketing 下，公司要建设好网站并且确
保被足够多的用户搜索到。而且要确保能够记录下足够的信息。
总结一下传统与电子商务环境下市场营销的主要差别（表 1）：
表 1：
Traditional marketing media
E-marketing media
Push technology
Pull technology
 Advertising and direct email
 Use of Internet
 Initiated by customers through search
 Subsequent push activities: sending
targeted email to registered users
Not certain the intended recipient actually
received the message and how they use the
message.
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第 2 个问题，e-marketing 的特征体现为 6‘I’，要求大家能够利用 6‘I’分析案例。
1. Interactivity:
Interactivity concerns the development of a two-way relationship between the customer and
the supplier. It should begin with the use of search engines, such that the customer could type
what they are looking for, and then, the website is one of the first few to appear in the search
results. Once log on the website, the customer could surf from easy menus, looking at only
information which is of interest to them.
2. Intelligence:
The internet can be used as a relatively cheap method of collecting information about the
needs of potential customers and how they wish to be communicated with. The website could
use cookies to track the customers’ mouse clicks, and see what has been of interest to them,
and at what point they leave an area of the site. If the customer registers on the site, then the
company can track his individual preferences over time, which can help individualization.
3. Individualization:
Allowing the marketing activities to be geared to a particular market segment, company, or
individual person. The individualized approach should strengthen the relationship with the
customer. The customers can be kept informed of relevant information. Customers could also
save information about products which they are interested in and return to these.
4. Integration:
It is about sharing knowledge and marketing activity between different parts of the company.
The company could integrate the databases of different companies (who might be business
partners) supplying certain elements of products or services. The company could also
integrate by offering upgrades or further options once one product or service has been
booked.
5. Industry restructuring:
The internet could remove previous physical intermediary, while forming a new one. For
example, the customer had to book a flight ticket through visiting the sales agent’s office ten
years ago. But now, he could do this through online platform, directly from the airlines or
indirectly from the online agent.
6. Independence of location:
Allowing the company to move into geographical areas that would have been unreachable
before. The Internet effectively provides a world-wide market that is open 24 by 7.
Furthermore, production could be moved to a country where wages, equipment and
operational costs are cheaper, if it is currently taking place in an expensive area where wage
rates are high. Similarly the head office could also be moved to a cheaper area, offering the
company potential savings on overhead costs.
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第 3 个问题，7P 是传统 marketing 下我们学习的营销组合 marketing mix，专门针对产品
的 4 个 P 和针对服务的 3 个 P。
因为互联网 Internet 的使用，e-business and e-marketing 对这 7 个 P 会产生什么影响？当
然我们希望看到的是积极的影响，也就是说 e-marketing 因为互联网技术的使用能够解
决传统市场营销组合没有解决的问题，从而提高整个市场营销的效果、效率。
1. Product:
E-business may provide opportunities for either replacing or augmenting the product or
service. For example: Kindle books; Starbucks alliance with eleme（饿了么）to provide
delivery service.
2. Price:
How could profit margin be improved through price setting? Is it possible to perform
differential pricing? For example, for the products sold in different regions or countries or for
different combinations of products and services.
3. Promotion:
E-business will require the company to consider both online and offline promotion. Will the
company reduce its offline expenditure and spend more online? Think about applying 6‘I’.
4. Place:
Physical shops or offices have limited reach, while the Internet has global reach. But how
could make the world know the company’s product and trust it?
5. The physical evidence:
How could the website give potential buyers a feel for the physical environment by providing
a virtual tour of the location? Physical evidence of good quality could be provided through
feedback or reviews or experts recommendations that were published on the website.
6. People:
Most services require direct interaction between the customer and the people who represent
the service provider’s organization. In conventional terms, employee selection, training and
motivation are significant considerations. Most successful businesses devote time and
resources to managing their customer-facing staff. The firm need to consider the significance
in e-business context. In particular, if most of the service could be replaced by the software.
7. Process:
The process which surrounds the service is often perceived by the customer as part of that
service. Customers often perceive that the ordering process and the ease of payment are part
of service and include them in assessment.
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总结：
传统市场营销与电子商务环境下市场营销的主要区别在于一个是 push，另一个是 pull。
这二者的重要差别在于前者忽略与消费者的互动，不确定消费者是否真实接受了营销信
息。这就使商家无法准确衡量营销花费的效果和效率。
电子商务环境下，因为互联网的使用使得商家和客户有了更多直接接触和互动，伴随着
需要掌握的主要特点体现为 6‘I’。
最后，需要能够理解电子商务环境下，借助互联网的使用和 6‘I’特点，如何改善传统 7P
组合，使得营销更具有效果和效率？
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Q9 Process
When analyzing process, the company should consider the complexity of the processes and
the value they added to the business – their strategic importance.
The company should try to retain processes with high strategic importance in-house and
should consider outsourcing processes of less strategic importance or ones which fall outside
its core competences.
The company should look to automate straightforward processes to improve efficiency, and
concentrate its business process improvement efforts on its complex, dynamic processes.
Advantages of outsourcing:
1. Economies of scale: volume should allow company to negotiate discounts on the price,
meaning they can buy goods more cheaply than company could in their own name.
2. Quicker repairs and maintenance: reduce the overall time for company.
3. Replace assets more frequently
4. Easier to budget costs: the company knows in advance what the payment will be, the
contract allows company can budget its costs and associated cash flows more accurately,
which should assist with its working capital management.
5. Reduced capital requirements: company will be able to invest the capital elsewhere in the
business
6. Reduce overhead costs: the company no longer needs staff to maintain such process, so
the outsourcing deal should generate significant savings in wage costs over time
7. Profit on sale of site: the company hopefully making a significant profit on the sale
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Q10 Strategic vs operational risk
Strategic risks are those risks that relate to the fundamental long decisions that directors take
about the future of an organization.
The most significant risks are focused on the impact they would have on the company's ability
to survive in the long term.
Operational risk is the risk of loss from a failure of internal business and control processes
and will affect day to day operations.
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Q11 Project management
The PID needs to include a number of elements which are important enough to be covered
under separate headings. These include the following:
1. Purpose
The project background needs to define the overall purpose of the project, to build a road
which is resilient and as straightforward as possible to drive.
2. Objectives
The PID should detail the financial and non-financial objectives for the project, which
the company will use to determine whether in the end the project has achieved all its
outcomes successfully. The financial objectives will be centered on achieving the
forecast profit margin and keeping costs within budget. The section also needs to include
the non-financial objectives of both the company and the government.
3. Assumptions
The detailed forecast of benefits, costs and timings included in the detailed PID will have
to be based on a number of relevant assumptions. The PID must explain what these are
and the basis on which the assumptions are made. For example, the PID needs to explain
assumptions about supply delivery times based on problems caused by the difficult
terrain in which some of the construction will take place. The PID also needs to explain
whether assumptions about completion dates are based on work being continuous or how
many days will be assumed to be lost due to bad weather. Financial assumptions will also
be important, particularly about cash and working capital. Certain stages of the project
are due to overlap and we need to be sure that sufficient finance will be available at those
times particularly.
4. Anticipated benefits
•
Financial benefit: a true financial benefit would be rental savings, as the amount
paid for both properties is known in advance. This is correctly in the projected
payback.
•
Measurable benefit: such as increased income, is an area of the business where
performance could be measured, but the impact of the improvement is difficult to
quantify. Current income can be measured now, and again in the future, but it is not
known with certainty how much income will be increased
•
Quantifiable benefit: such as energy savings, differ from measurable benefits
because it is possible to quantify the degree of improvement before the change is
actually made. Actual savings, however, could only be known once the building was
operational.
•
Observable benefit: the realization of observable benefits, such as increased staff
morale, can only be determined by the judgment or experience of someone who is
qualified to make such assessment. Staff morale could perhaps be assessed via an
independent survey carried out both before and after the community center was up
and running, but the results of this could only be assessed once the project was
completed and the building had been in use for some time.
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5.
Scope
Only once the scope of the revised project has been agreed can revised project objectives
be agreed and a new project plan developed, allocating the resources available to the
project to the tasks required to complete the project
6. Deliverable/outcomes
7. Constraints
The operational sector of the PID also needs to include a section on resource constraints.
Manpower constraints may be significant, as the company may have to do quite a lot of
recruiting in short space of time. It may be more complicated since the company has not
undertaken significant projects there before, and recruitment of specialists for key project
stages. The PID also needs to consider whether the project will be affected by any
internal constraints, such as resource demand of other current projects.
8. Time, cost, other resources
The time constraints section is a summary of the project milestones, which need to be
supported by an extended project timetable in the body of the PID. Strictly, perhaps, the
deadline details would be better included under a separate heading of deliverable. Time
constraints should include important limitations in the timetable where we cannot do
much, for example, not being able to do certain work during the rainy season or having
to wait upon certain events to occur before particular project stages can begin.
Cost constraints appear to be no more than total budgeted figures for each stage. This
appears to be repeating information which would already be included in the financial
budget and funding section of the report. The summarized budget should contain more
detail, even though it is a summary, than a single figure for each stage. As a minimum, it
needs to give a breakdown into categories of the most significant costs. The cost
constraints section should include major costs which are unavoidable, for example,
commitments to suppliers which we will have to make.
9. Stakeholders
Linking in with objectives, the PID also needs to state which the most important
stakeholders in the project will be, indicating their levels of influence over, and interest
in, the project. Government, media and the communities along the route which may be
affected will be other important stakeholders.
10. Project personnel
This section should start with the overall project management structure which brings
together who has authority and the lines of reporting. In addition, this section needs to
state who will be on the project board which will be overseeing the project who the other
members of the project team will be, and summarize their responsibilities. For example,
the project manager will be able to work out if the proposed delivery date (a project
constraint) is still manageable. If it is not, then some kind of agreement will have to be
forged with the project sponsor. This may include reducing the scope of the project,
adding more resources, or some combination of the two.
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11. Risk assessment
The risk section should link to significant risks identified in the annual report. It should
include, for these risks, a summary of their likelihood, backed up with justification in the
body of the PID. The sections should include health and safety risk, as well as
environmental risks
12. Cost estimate
13. Project monitoring and quality
Review and monitoring will be an integral element to provide assurance to the company
that we are fulfilling the company and the government’s requirements. The PID will need
a separate section detailing the reviews which project team members and senior
management will carry out, and the timetable for these reviews. There is a risk that any
timetabled reviews will not pick up problems quickly enough. An important part of
project management will therefore also be identifying trigger points for management to
be informed immediately if, for example, project delayed by problems with the natural
environment.
14. Communication
Project monitoring links in with communication, but the importance of internal and
external communication warrants a separate section in the PID. Internal communication
will include regular financial and progress reports, as well as one-off reports if required.
External communication should link in clearly with the analysis of stakeholders, since it
will be a vital part of stakeholder management. Again, it should include regular reporting
as well as protocols for responding to shareholder concerns.
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Q12 Culture web
The cultural web illustrates the combination of assumptions that make up the paradigm,
together with the physical manifestation of culture.
1. Symbol: organization are represented by symbols such as logos, offices, dress, language
and titles.
2. Power structure: power structures look at who holds the real power within an
organization.
3. Organizational structures: the structure of the organization often reflects the power
structure. There is a little formal structure at the company, and the attempt to install a
formal organizational structure failed.
4. Control systems: organizations are controlled through a number of systems including
financial systems, quality systems and rewards. The areas that are controlled closest
indicate the priorities of the organization.
5. Routines and rituals: the daily behavior and action of staff signal what the organization
considers to be ‘acceptable’ expectations and management values.
6. Stories: the people and past events talked about in an organization can illustrate the
values of the organization and the behavior it encourages.
7. Paradigm: the paradigm signifies the basic assumptions and beliefs that an organizations’
decision makers hold in common and take for granted. It summarizes and reinforces the
rest of the cultural web.
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Q13 Big data
Big data is extremely large data sets that may be analyzed computationally to reveal patterns,
trends, and associations, especially relating to human behavior and interactions.
The characteristics of Big data: 3Vs
1.Volume:
The more data available, the greater the reliability of trends and relationships discovered.
It can enhance the understanding of customers' needs and behavior.
2.Velocity:
Refers to the speed of producing new real time data.
As most of transactions are carried out through mobile equipment and can be captured and
processed in real time, this ensures transactions and data updated continuously.
3.Variety
Refers to the different sources from which data is provided.
Sources take different forms and include those not in the company's control, i.e. comment on
social network.
If managed correctly, it provides the most detailed understanding of the market place,
segmentation and individual customers.
Handling big data efficiently can be a capability of an organization.
Benefits:
1.available data for information
2.useful in existing operations
3.useful for infrastructure management
Risks:
1.set up and security costs
2.loss and the theft of data
3.compatibility with current systems
4.usefulness of the data
5.hacking/security
6.incorrect data(if it is up to date)
7.employee monitoring
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Fintech impact of technology functions,Disruption
Fintech: A general term covering a range of technologies including secure payment and
blockchain.
Opportunities:
The rapid growth of finance industry.
Interaction, cooperation and integration between traditional financial institutions and Fintech
start-ups.
Challenges:
Macro-level for regulators: It is critical to closely monitor and promote the improvement of
policies and regulatory compliance in the Fintech sector so that specific risks, new risks and
systemic risks arising in innovation activities can be identified and managed in a timely
manner.
Micro-level for organizations and individuals: Significant impact on finance function and
high requirement for finance, marketing, and executive people.
Impact of technology on finance functions
1.Finance departments were often early adopters of new information technology and these
development might have threatened the existence of the accountant.
2.The term ‘hybrid accountant’ was first used by Burns and Scapens and suggests that the
accountant’s role changes to that of a business consultant.
3.Helping managers to see the ‘big picture’ when there is so much data available.
4.Helping to develop the information systems, given their understanding of processing of
information.
IT is facilitating the redesign of the finance function in that it can:
1.Communicate information more quickly.
2.More easily connect different parts of the business.
3.Reduce the cost of communicating information with business partners.
4.More readily identify areas for improvement.
5. Be used to extrapolate and forecast more easily.
6.Gather external information and alternatives more quickly and easily
7.Provide more information on available B2B options for elements such as outsourcing
The analytical findings can lead to:
1.Better marketing.
2.Better customer service and relationship management.
3.Increased customer loyalty.
4.Increased competitive strength.
5.Increased operational efficiency.
6.The discovery of new sources of revenue.
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Cloud computing
Traditionally, finance systems have been hosted by the organizations but software vendors are
now providing cloud-based solutions. These can reduce costs by eliminating the need for
in-house hardware and maintenance staff and offer benefits such as a more intuitive interface,
mobile access and built-in analytics.
Benefits：
1.Sharing
2.On demand
3.Updated at real time
4.Cost effective
5.Back-up
6.Security
Predictive analytics
Specialist software can use data to assess probable future trends. This might include sales,
inventory or cash flow.
Disruption
Definition：It is a process whereby a smaller company with fewer resources is able to
successfully challenge established incumbent businesses.
Disruptive technologies: introduce a very different package of attributes from the one
mainstream customers historically value, and they often perform far worse along one or two
dimensions that are particularly important to those customers. As a rule, mainstream
customers are unwilling to use a disruptive product. At first, disruptive technologies tend to
be used and valued only in new markets or new applications; In fact, they generally make
possible the emergence of new markets.
*you do not need to know huge amounts of detail about these areas,just a general
understanding of how business are affected as well as the risks and benefits associated with
these issues.
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Q14 General vs application control
General controls: Controls relating to the environment.
1.Policies and procedures with regards to the treatment of hardware or procurement, or could
be specific security procedures in place.
2.To support effective functioning of application controls.
3.To ensure the continued operational integrity and security of data and IS.
Application control: Control procedures at business process level.
1.Affect the accuracy and reliability of the information provided on the system
2.Can be detective or preventive
3.To ensure the integrity of accounting and other records (all transactions are authorized,
recorded, and processed completely, accurately and on a timely basis)
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Q15 Format Layout
1.1 Report / Memorandum / Briefing paper
To: XXX
From:XXX
Title/about or RE:
Date: xx/xx/20xx
Introduction
(Main body - using subheadings)
Paragraph 2 title
Paragraph 3 title
Conclusion/recommendation/further action
1.2 Letters
应以虚拟名字/地址开始。
正文部分：
Dear Mr X/ Dear Sir
Concerning/What the letter is about
Letter-divided into paragraphs but not usually numbered(不需要写序号)
结尾可这样结束：“If you need any further information please do not hesitate to contact me.”
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1.3 Press release -announcement by company
Press release
(release date/time)
Short,factual paragraphs
Ending
For more information,press only:
PR Contact name
Phone number
Email
1.4 Slides and notes
Slide header
 Bullet point1
 Bullet point2
 Bullet point3




Note page
Explanation/Reasoning of the slide
Explanation of bullet point 1
Explanation of bullet point 2
Explanation of bullet point 3
*可自行选择是否把 ppt 边框画出来（不是必然要求）。
*Notes 需在 slide bullets 之后
*Bullet points 需要长短合适，序号合适
*避免重复
*注意 notes 与 bullet point 的逻辑关系
*选用合适的用于（简练、精干）
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1.5 Project Initiation Document (PID)











Project Goals
Scope
Project Organization
Business Case
Constraints
Stakeholders
Risks
Project Controls
Reporting frameworks
PID Sign off
Summary
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Q16 Family firm
Advantages:
1.It is easier to establish ties between owners and managers.
2.The agency problem and costs of monitoring are reduced if the owners are also involved in
management.
3.Even if the owners are not involved in management, it should be easier to influence
management, policy, strategy.
4.It will be more willing to take long-term strategic view.
Disadvantages:
1.Less transparency and misuse of funds.
2.Discrimination against minority shareholders.
3.Conservative investment style.
4.Reluctant to external recruitment.
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Q17 Unitary board and multi-tier board
Advantages of unitary board:
 All members of the board have the same legal responsibility for the performance of a
company. Therefore, NEDs are also involved in the running of the company rather than
just supervising.

The presence of NEDs on the board provides additional expertise, experience and
perspectives that may be valuable in deciding strategy and assessment of risk.

NEDs bring independent scrutiny to the board, challenging the CEO and executive
directors before strategies are devised and implemented.

Unitary board arrangements reduce the likelihood of abuse of power by executive
directors.

Closer relationship and better information flows as all directors are on the same single
board.
Disadvantages of unitary board:
 No specific provision is made for employees, external stakeholders or union
representatives t be on the board. Such stakeholders depend entirely on NEDs to put
forward their points of view.

The role of NEDs may be too demanding in terms of time and expertise.

Managers may be reluctant to provide information to a board which contains NEDs who
may be viewed as “outsiders”. So NEDs may be difficult to challenge the decisions made
by executive directors.
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Advantages of multi-tier board:
 Clear separation between those manage the company and those monitor the performance.
Stakeholders sit on the supervisory board, therefore ensuring their interests will be heard.

The supervisory board has genuine power as it can appoint or dismiss members of the
management board.

Wider stakeholder involvement (e.g. worker representative)

Not major decisions can be made without the cooperation of all board members.
Disadvantages of multi-tier board:
 Dilution of power, confusion over authority and responsibilities of each board.

Isolation of supervisory board through non-participation in management meetings.

Agency problems between the boards (e.g. the management board meetings excluding
the supervisory board resulting in confusion over authority)

Lack of transparency over the appointment of supervisory board members leading to
inefficient monitoring and governance.
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Q18 The benefits of separation of CEO and Chairman
 A clear division of responsibilities must exist at the board of the company. No individual
should have unfettered power of decision. Avoiding the CEO operating without recourse
to the Chairman.

Chairman runs the board and CEO runs the company. Chairman holders the CEO to
account to the shareholders. CEO is concerned implementing the board's strategy. Give
them suitable focus.

Two different perspectives, two sets of experiences and skills, improves
decision-making.

Accountability to shareholders is better. CEO is overseen by both Chairman and NEDs.

Compliance with governance best practice.
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Q19 Role of Committees
Role of remuneration committee:
The role of the remuneration committee is to have an appropriate reward policy that attracts,
retains and motivates directors to achieve the long-term interests of shareholders.
 Determine and regularly review the framework, board policy and specific terms for the
remuneration and terms and conditions of employment of the Chairman the board and
the executive directors.
 Recommend and monitor the level and structure of the remuneration of senior managers.
 Establish pension provision policy for all board members.
 Set detailed remuneration for all executive directors and the Chairman, including pension
rights and any compensation payments.
 Ensure all board members are fairly rewarded for their individual contribution.
 Ensure the provisions regarding disclosure of remuneration are fulfilled.
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Role of nomination committee:
 Review regularly the structure, size and composition of the board and make
recommendations to the board.
 Consider the balance between executives and NEDs on the board of directors.
 Ensure appropriate balance of power to reduce domination in executive selection by the
CEO/Chairman.
 Regularly evaluate the balance of skills, knowledge and experience of the board.
 Give full consideration to the succession planning for directors.
 Prepare a description of the role and capabilities required for any particular board
appointment.
 Identify and nominate to fill board vacancies and make recommendation on
reappointment of directors.
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Role of risk committee:
 Developing and implementing meaningful definitions of risk.
 Understanding the company’s key non-financial risk and the risk profile of the company.
 Getting business units managers to take ownership for managing risk.
 Raising the level of awareness in the entire organization.
 Having enough time to thoroughly and strategically review and risk assessment.
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Role of audit committee:
 To provide an independent review of a company’s financial reporting process, and ensure
the integrity of the financial statements.
 To decide on, or recommend to the board, appropriate accounting policies.
 To appoint the external auditors, determine their remuneration and main point of the
contract. In particular, to act as an independent body with whom the auditors can discuss
their function.
 To review the company’s internal financial controls.
 To monitor and review the effectiveness of the internal audit function.
 To set up complaint procedures so that employees or others can inform the committee of
any matters regarding internal controls, questionable accounting and auditing matters.
 To fulfill the roles of risk committee if there is no separate risk committee.
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Q20 The key roles of NEDs
Strategy role:
NEDs are full members of the board and thus have the right and responsibility to contribute to
the strategic success of the organization.
NEDs should challenge the executive directors’ proposal on strategy.
Scrutiny role:
NEDs should scrutinize the performance of management in meeting agreed goals and
objectives, and monitor the reporting of performance.
NEDs play a vital role in ensuring that executives are working in the best interests of
shareholders.
Risk role:
NEDs should satisfy themselves that financial information is accurate.
NEDs ensure the company has an adequate system of internal controls and systems of risk
management in place.
People role:
NEDs are responsible for determining appropriate levels of remuneration of executive
directors and have a prime role in appointing and removing executive directors and in
succession planning.
Advantages of NEDs on the board:
 Monitoring: Clear and formal separation between management and the monitors.
 Expertise: to expand external expertise and knowledge for management to use.
 Discipline: NEDs may have a positive influence on the long-term success.
 Communication: the improvement in communication between shareholders and the
company (enhance market and shareholders’ confidence).
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Q21 CSR
About definition:
 Corporate social responsibility (CSR) is a concept whereby organizations consider the
interests of society by taking responsibility for the impact of their activities on wider
stakeholder groups.
 It means the extent to which the organization goes beyond its responsibilities imposed by
law, and considers its ethical duties towards society and its members and its obligations
to behave in ways that benefit society and do not harm it.
About extension (for students listing examples purpose):
 It includes equitable treatment of a range of stakeholders whose interests the
organization’s activities significantly affect, even though those stakeholders may not
have significant power over the organization.
 It includes the provision of good salaries and working conditions for employees and fair
treatment of suppliers.
 It also includes avoiding adverse impacts such as externalities and making positive
contributions that enhance society, for example charitable donations.
 It also involves demonstrating accountability to society by publishing more information
than is required by law.
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Q22 Sustainability
需要掌握的核心要点：
1. 可持续发展的定义：联合国环境与发展委员会主席、挪威前首相布伦特兰德
（Brundtland）女士在其领导的《我们共同的未来》报告中首次提出了“可持续发展”概
念。这意味着资源的使用速度应当怎么样？
2. 可持续发展的三个方面：经济、环境、社会。经济可持续意味着经济增长；环境可持
续意味着资源的使用和排放速度；社会可持续意味着个人的成长和发展、保持身心健康、
维护平等公平、以及保障居民福利。
3. 环境足迹：在能源、土地使用、自然资源、以及废物排放方面，意味着公司需要怎样
使用资源？
4. 社会足迹：公司行为对人、社会、以及社区福利意味着什么？可以是正面的，比如创
造了更多的工作岗位或者社区福利；可以是负面的，比如工厂的关闭会增加失业率，或
者因为排放污染物或废气伤害周边居民的居住环境以及身体健康。
案例 CASE
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1. Brundtland definition:
Sustainable development is development that ‘meets the needs of the present without
compromising the ability of future generations to meet their own needs’.
This means ==>
Inputs: Resources are used at a rate that allows resources to be replenished before depleted.
Outputs: Emissions and wastes are confined to levels that do not exceed the capacity of the
environment to absorb them.
2. Sustainability in three ways
Economic sustainability ==> means economic growth from production of goods and services.
Environmental sustainability ==> means resources used and emissions produced at the rate
that allows them to be replenished or absorbed.
Social sustainability ==> means personal growth and development, maintaining physical and
mental health, equity and the well-being of citizens.
3. Environmental footprint:
What could be the impact of corporate activities on people, society and/or the well-being of
communities.
4. Social footprint:
Impacts can be positive, such as the provision of jobs and community benefits; or negative,
such as when a factory closure increases unemployment or when people become sick from
emissions from a factory or the use of a product.
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CASE 东亚某国的水力发电大坝项目（The Giant Dam Project in East Asian country）
反对声音：该项目会破坏当地最大的河流，并且建造一个巨大的人工湖。这不仅需要 10
万人离开他们的家园，而且会淹没耕地，破坏稀有的动植物。许多重要的考古点也将遭
受破坏。在此居住耕种上千年的原住民不得不迁徙。环保抗议组织’stop-the-dam’，认为
项目太大，环境代价太大。欧洲报道说这个环保抗议能够打断建筑进程，通过组织人力
障碍、并且把人藏在隧道’，该团体发言人说目的就是要阻止大坝继续建造。
支持声音：对经济发展有利，可以提供大量清洁能源：水力发电（hydroelectric power），
不涉及使用矿物燃料，可以减少环境当中的温室气体（reduction of greenhouse gases in the
environment），可以帮助实现国际上公认的碳排放目标（internationally agreed carbon
emission target）。
显然是个进退两难的问题：决定因素是东亚地区希望促进经济增长，因此，期望通过大
坝发电产生的能源来支持经济增长。然而，环保团体认为原生态的环境保护比经济增长
重要。当地政府却选择经济增长放在第一位。
Environmental and sustainable implications of the Giant Dam Project
Negative implications (against):
It concerns the flooding of the valley behind the dam. It seems that there will be some loss of
important habitats. This, in turn, may mean the removal of balanced environmental conditions
for certain animal and plant species. In addition, the flooding of the valley will result in the
loss of productive farmland. This will mean reduced capacity for the host country to grow
food and thus support citizens such as the members of indigenous habitats.
Positive implications (in favor of):
It will create a large source of clean energy for economic development that will be sustainable,
as it will create no carbon emissions. It will not consume any non-renewable resources as it
does so, compared to fossil fuels. Therefore, it will contribute to the East Asian country’s
internationally agreed carbon reduction targets. This, in turn, will contribute to the reduction
of greenhouse gases in the environment.
It is clear that the construction of the Giant Dam Project is an environmental dilemma with
strong arguments on both sides. The deciding factor may be the opinion that economic growth
in the East Asian country is desired and thus the energy from the dam is intended to support.
It seems that ‘stop-the-dam’ values the preservation of the original environment more than the
economic growth. The local Government, does not agree with this assessment and support the
construction of the Giant Dam.
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Q23 Environmental reporting purpose
About generalisation:
 It will increase the appearance of transparency, and help to enhance organizational
relationships with their stakeholders through facilitating communication.
 An environmental report framed in terms of explaining the inputs, processes and outputs,
including waste, would help organizations to explain its business model and possibly
provide information to address the environmental challenges.
 The publication of environmental information may help to improve the local reputation
of XXX Co. If it wishes to continue to enjoy the support of the local community, its
reputation will be important.
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Q24 Integrated report (IR)
需要掌握的核心要点：
1. IR 报告的六大资本是什么？企业是如何利用这六大资本的？利用的效果效率如何？
2. 为什么公司需要提交 IR 报告？难道传统的财务报告不足够吗？也就是说 IR 报告的作
用（the role of IR），以及提供 IR 报告可以为公司带来哪些好处（benefits of IR）。
3. 如果公司能够提供 IR 报告，意味着公司需要建立相应的衡量体系，支持相应的内部
控制系统，清楚地了解公司的这些资本是如何被积累、转化、以及处理的，从而能够清
楚地认识到公司的价值是如何被创造出来的、以及公司可能面临怎样的风险。这对于公
司来说也是一项优势。
1. 报告六大资本（Report the ‘six’ capitals）
具体来说，大家很容易记住这六大资本。分别是财务资本 financial，生产制造资本
manufactured，人力资本 human，智力资本 intellectual，自然资本 natural，以及社会和关
系资本 social and relationship。
通过分析六大资本的投入，可以反映出公司发展的战略方向、公司治理如何、是否实现
了战略目标？运行得是否有效果有效率？因此，IR 报告反映了公司战略、治理以及财务
表现三者的联系。也正因此，投资者以及所有的利益相关者可以评估公司是如何创造价
值的，公司的治理是否可以信赖，以及是否能够获得长远发展。
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Report the six capitals
IR is designed to illustrate the six capitals the company uses and how the company creates
value through the use of the six capitals. IR aims to demonstrate the linkage between strategy,
governance, and financial performance, and the social, environmental, and economic context
within which the company operates.
Financial capital is the pool of funds available to the company, including both debt and equity
finance. The focus is whether the firm is able to source sufficient financial capital and at what
cost.
Manufactured capital is production-oriented equipment and tools. These are the tangible
assets employed by the company to create value.
Human capital is the individual capabilities, knowledge, skills and experience of the
company’s employees and managers, which are relevant to the task at hand. It depends on
whether the company is operating in knowledge-intensive industry, and the ingenuity of its
employees to create and maintain business value.
Intellectual capital is a key element in the company’s future earning potential, with a tight link
between investment in R&D, innovation, investment in human capital and external
relationships which can ultimately determine the company’s sustainable competitive
advantage.
Natural capital includes naturally occurring resources, which can be used by businesses to
provide a return. Companies also need to report on their ‘environmental footprint’ and the
impact they have on the wider natural capital such as on the quality of water, causing damage
to land and the sub-terrain, or to the atmosphere.
Social and relationship capital in a business context include community acceptance,
government relations and customer loyalty. It is only by building relationships that a company
can retain its social license to operate. This is particularly pertinent for the firm if it must
maintain a license to operate in the host country. So investing in developing a sound business
relationship with host government authorities will ultimately help it to continue in business.
Through the IR report, the investors and all the related stakeholders could have a better
understanding of how the company is really performing. Particularly, the long-term viability
of the organization’s business model and its strategy.
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2. 提供 IR 报告的作用和为公司带来的好处（Role and benefits of IR）
这一个知识点通过 2018 年 12 月考卷当中的一道小题目来总结。
阅读题目给出的董事会讨论（材料），请大家思考并列示出各位董事对 IR 的看法：各
个利益相关者都关心什么？公司是不是应当关心这些利益相关者的诉求？如果是，IR
可以发挥什么作用？给公司带来哪些好处？
Why the company should provide IR? How to communicate useful information, including
strategy, governance, and performance, to the shareholders and all related stakeholders? Or,
how could the shareholders and all related stakeholders understand that how the company’s
performing through the use of capitals and how well it is performing?
Role of IR
Shareholders and all related stakeholders need better quality information. The broader and
relevant information could help them understand how the firm creates value and how it is
performing.
The information that the stakeholders value
 In general, the users need information about the firm’s business model, strategic direction,
competitive strategy, all kinds of potential risks, and issues related to environmental,
social, intellectual, and governing aspects.
 Shareholders maybe require more information on financial performance and financial
indicators, or how value is created and how effective the firm is performing. They need
to have a more balanced and objective view of the firm.
 Staff or potential future staff need more information on employment opportunities, salary
and welfare, and career development such as the training provided.
 Customers want to know more about what the firm has done for providing good services
and quality products, whether the products are environmental-friendly, and what
contributions the firm has made to the environment and the society.
 Community maybe want to know more how the firm has stimulated local economic
growth and business activities, created job opportunities, and treated to the environment.
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Benefits of IR
The shareholders and all related stakeholders could make decisions based on the information
provided by IR. The better quality of such information, the more useful the IR report is to its
users. Therefore the users (the shareholders and all related stakeholders) would have much
more confidence in the company and trust in management. This could help the company build
and maintain good relationship with shareholders and all related stakeholders.
Improved decision-making
 Investors, esp institutional investors, could make effective investment decision to
evaluate the industry and regulatory environment and to assess the firm’s long-term
prospects.
 Staff or potential future staff could make better choice of employment, based on
information related to fair pay and employee rights, career opportunities, training and
development, salary and welfare etc.
 Customers could make better choice of products and services.
 Community, pressure group and media could decide whether to provide social support
under certain conditions.
By providing IR and preparing the related information, it will force the firm to focus on those
capitals that significantly affect the creation of value. By communicating with all related
stakeholders, it allows the firm to tell its own story and prevents external analysts and/or
media make any assumptions about the firm.
The main purpose of IR is to enable more effective board level decision making, improve the
quality of information available to investors, and encourage more integrated thinking and
business practices.
IR would also demonstrate that the company took corporate social responsibilities seriously
by being more transparent, accountable and responsive to stakeholders’ demands.
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Q25 Disclosure and reporting benefits
About voluntary disclosure and reporting:
 It will increase the appearance of transparency, and help to enhance organizational
relationships with their stakeholders through facilitating communication.
 Disclosures covering wider areas than those required by law or regulations should give
stakeholders a better analysis of the strategies the company is pursuing, reducing
information asymmetry between directors and shareholders and perhaps attracting
investment.
 Voluntary information can be focused on different perspective to compulsory information
that tends to be focused on historical accounting data.
 Voluntary information provides investors with further information to judge the
performance of management, improving accountability.
 The publication of voluntary information may help to improve the reputation of XXX Co.
If it wishes to continue to enjoy the support of the community and its other stakeholders,
its reputation will be important.
About mandatory disclosure and reporting:
 In line with legal requirements.
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Q26 Governance disclosure
需要掌握的核心要点：
1. 法定披露 vs 自愿披露
公司年报报告应当真实公允地表达公司状况。法定披露部分是按照法律、监管、或者会
计准则的规定必须在年报当中披露的内容。在公司治理方面，应当说明公司是否符合监
管以及治理规定。最佳实践通常要求披露关于董事会、内部控制审核、持续经营状况、
以及与各个利益相关者的关系等内容。
自愿披露部分为非法律法规所规定的内容。通常是描述性内容。包括首席执行官报告，
社会、环境报告，风险或者分部经营信息。
Mandatory disclosure vs Voluntary disclosure
Annual reports must convey a fair and balanced view of the organization.
Mandatory disclosures are components of the annual report mandated by law, regulation, or
accounting standard. Examples include (in most jurisdictions) statement of comprehensive
income (income statement), statement of financial position (balance sheet), cash flow
statement, statement of changes in equity, operating segment information, auditor’s report,
corporate governance disclosure such as remuneration report and some items in the directors’
report, such as summary of operating position.
They should state whether the organization has complied with governance regulations and
codes. It is considered best practice to give specific disclosures about the board, internal
control reviews, going concern status and relations with stakeholders.
Voluntary disclosure can be defined as any disclosure above the mandated minimum. They
are typically narrative in nature rather than numerical.
Examples include a chief executive officer's report, a social/environmental report, additional
risk or segment data.
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2. 为什么自愿披露？
既然不是法律法规岁规定必须披露的内容，企业为什么愿意付出成本而额外披露更多？
这对企业来说有什么好处？
Reason for voluntary disclosure ==> The benefits of voluntary disclosure
(i) Wider information provision
The voluntary disclosure covering wider areas than those required by law or regulations
should give stakeholders a better analysis of the strategies the company is pursuing, reducing
information asymmetry between directors and shareholders and perhaps attracting investment.
(ii) Different focus of information
The voluntary information can be focused on different perspective to compulsory information
that tends to be focused on historical accounting data. Especially, it makes annual report more
forward looking whereas the majority of the numerical content is backward facing on what
has been.
(iii) Assurance about management
The voluntary information provides investors with further information to judge the
performance of management, improving accountability.
(iv) Consultation with investors and other stakeholders
The voluntary disclosure can be determined by consultations with major equity investors such
as institutional shareholders on what disclosure they would like to see in the accounts. There
can also be consultation with other stakeholders if they are influential.
(v) Conclusion
The voluntary disclosure gives a more rounded and more complete view of the companies, its
activities, strategies, purposes and values.
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3. 透明性（transparency）
说到信息披露，就不得不说透明性（transparency）：透明性意味着什么？透明性为什么
重要？因为透明性意味着公司需要提供更多的信息，透明性可以带来哪些优势？具体应
用时需要注意的问题。真实、准确、及时的报告可以增强投资者以及各个利益相关者的
信任和信心。
Transparency
What does transparency mean? Why transparency is important?
Transparency means openness (say, of discussions), clarity, and a default position of
information provision rather than concealment. This is particularly important in financial
reporting, as this is the primary source of information that investors have for making effective
investment decisions.
Transparency is one of the underlying principles of corporate governance. It is one of the
‘building blocks’ that underpin a sound system of governance.
There are a number of benefits of transparency as following:
It is part of gaining trust with investors and state authorities. Transparency provides access for
investors and other stakeholders to company information thereby dispelling suspicion and
underpinning market confidence in the company through truthful and fair reporting.
It also helps to manage stakeholder claims and reduces the stresses caused by stakeholders for
whom information provision is important.
Transparency would inform and relieve critics, including the journalists who are investigating
the firm. The journalists are capable of causing damage to the firm’s reputation and this in
turn can affect the firm’s operations.
Reasons for secrecy/confidentiality include the fact that it may be necessary to keep strategy
discussions secret from competitors.
Free discussion (even though keeping secret or confidential) often has to take place before an
agreed position is announced.
The issues to be considered
Truthful, accurate, and timely reporting underpins investor and all related stakeholders’ trust
and confidence in the companies.
Publishing a summary of financial data lacking of useful detail is an inadequate expression of
transparency. This fails to address any of the concerns raised about the firm, and actually
gives the impression of an attempt at concealment.
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4. 年报当中披露公司治理内容的“最佳实践”
公司治理准则规定了年报当中需要披露的治理内容。尽管不同的治理准则会有细微的差
异，重要内容包括如下方面：
 关于董事会和功能。包括所有董事的具体信息，如生平、职业经历。关于董事会如
何运作的信息，比如董事会会议的频率、董事会的业绩如何评价。当任何未预料到的变
化发生的时候，这部分就特别重要。投资者很看中透明性（信息披露），当高层职位有
任何变动或者高层管理人员的行为有任何偏离的时候，投资者总是期待有一个清晰的解
释。让投资者对公司董事会有信心是十分重要的，这一点延伸出来意味着：对董事会各
个角色、以及角色的变动，有更高程度的披露。
 各个委员会报告提供的信息非常重要，这些信息来自于非执行董事的输入。具体来
说，包括来自非执行董事领导下的薪酬、审计、风险和提名委员会的报告。正常情况下，
对薪酬委员会的报告兴趣最大，因为这披露了给每一位董事发放的回报，包括养老金和
分红。关于内部控制效果的报告为股东提供了重要信息，该报告部分是基于审计委员会
获得的证据。
 专门披露会计和审计的部分。具体内容包括谁需要对财务报告负责、以及编制过程
中出现的任何问题。通常，这部分属于日常报告，但是如果最近有会计或审计失败发生，
这一部分就会格外受到关注。通常必须对如下情形做出提醒：会计准则变化可能导致的
报告变化、或者其他诸如年底结账日的改变、重新调整以前年度报告等。这些披露都是
为报告使用者提供最大程度的透明度所必须的。
 最后，通常有一部分会披露其他报告或者相关事项。尽管看起来微不足道，但是反
映出董事对股东的重要责任。典型的披露包括委员会的任职条款、年度股东大会事项、
非执行董事的合同等等。
 对于要求披露董事会各个董事成员的业绩表现，这个要求通常难以实现，除非在当
年有其他或正面或负面的公开报道。薪酬报告当中给董事们的分红可以暗示对于单个董
事成员的业绩表现的认可。最佳实践披露应当包括所有董事以及非执行董事的生平，这
可以反映出该董事的特点以及是否适合这份工作。
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‘Best practice’ corporate governance report within an annual report
Several corporate governance codes prescribe the content for a report as part of an annual
report. Although these vary slightly, the following are prominent in all cases.
 Information on the board and its functioning. This concerns the details of all directors
including brief biographies and the career information that makes them suitable for their
appointment. Information on how the board operates, such as frequency of meetings and how
performance evaluation is undertaken is also included in this section. This section is
particularly important whenever unexpected or unanticipated changes have taken place on the
board. Investors, valuing transparency in reporting, would always expect a clear explanation
of any sudden departures of senior management or any significant changes in personnel at the
top of the company. Providing investor confidence in the board is always important and this
extends to a high level of disclosure in board roles and changes in those roles.
 The committee reports provide the important non-executive input into the report.
Specifically, a ‘best practice’ disclosure includes reports from the non-executive-led
remuneration, audit, risk, and nominations committees. In normal circumstances, greatest
interest is shown in the remuneration committee report because this gives the rewards
awarded to each director including pension and bonuses. The report on the effectiveness of
internal controls is provided based in part on evidence from the audit committee and provides
important information for investors.
 There is a section on accounting and audit issues with specific content on who is
responsible for the accounts and any issues that arose in their preparation. Usually as a matter
of routine reporting, this section can be of interest if there have been issues of accounting or
auditor failure in the recent past. It is often necessary to signal changes in accounting
standards that may cause changes in reporting, or other changes such as a change in a
year-end date or the cause of a restatement of the previous accounts. These are all necessary
to provide maximum transparency for the users of the accounts.
 Finally there is usually a section containing other papers and related maters which, whilst
appearing to be trivial, can be a vital part of the accountability of directors to the shareholders.
This section typically contains committee terms of reference, AGM matters, NED contract
issues etc.
 It is usually difficult to determine the contributions of individual directors unless there
are some other publicity, positive or negative, throughout the year. The bonuses awarded to
each director are disclosed in the report of the remuneration committee and this gives an
indication of the committee’s view on each director’s performance. The biographies of all
directors, including NEDs, is included in a best practice disclosure and that can also provide
information on the type of person the director is and an indication of his or her fitness for the
job.
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Q27 Ethics
(a) Self-interest threat
About threats:
 Financial interest
 Close business relationship
 Employment with assurance client
 Partner on client board
 Gifts and hospitality
 Loans and guarantees
 Overdue or contingent fees
 High % of fees
 Lowballing
About safeguards:
 Discussing the issues with the audit committee of the client
 Taking steps to reduce the dependency on the client
 Consulting an independent third party such as ACCA
 Maintaining records such that the firm is able to demonstrate that appropriate staff and
time are spent on the engagement
 Compliance with all applicable audit standards, guidelines and quality control procedures
(b) Self-review threat
About threats:
 Review of work done by him(her)self before
 Valuation service
 Tax service
 Internal audit service
 Preparing financial reports
 Other general services
About safeguards:
 Ensuring non-audit team staff are used for these roles
 Involving an independent professional accountant to advise
 Quality control policies on what staff are and are not allowed to do for clients
 Making appropriate disclosures to those charged with governance
 Resigning from the audit engagement
 Removing the individual from the team
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(c) Familiarity threat
About threats:
 Where independence is jeopardised by the audit firm and its staff becoming over familiar
with the client and its staff.
 There is a substantial risk of loss of professional scepticism in such circumstances. This
can seriously compromise professional judgement.
About safeguards:
 Rotation of affected individuals away from the position creating the threat
 A quality control review of anyone’s work if there is a familiarity threat present
(d) Advocacy threat
About threats:
 Where the assurance firm is in a position of taking the client's part in a dispute or
somehow acting as their advocate.
 The most obvious instances of this would be when a firm offered legal services to a
client and, say, defended them in a legal case or provided evidence on their behalf as an
expert witness.
About safeguards:
 Using different departments in the firm to carry out the work
 Making full disclosure to the client’s audit committee
 Withdrawal from an engagement if the risk to independence is considered too great
(e) Intimidation threat
About threats:
 When members of the assurance team have reason to be intimidated by client staff.
 It occurs when an accountant is deterred from acting objectively by actual or perceived
threats, for example an accountant is threatened with dismissal over a disagreement
about application of an accounting principle.
 Threats of dismissal
 Threats of litigation
 Pressure to reduce fees or the extent of work performed
About safeguards:
 Disclosure of such threats to the audit committee for their consideration
 Review of work for any evidence of bias
 Removing the affected individuals from the area under threat
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Q28 Rules vs Principles-based approach
需要掌握的核心要点：
1. 了解比较具有代表性的国家谁采用 rules-based，谁采用 principles-based。
2. Rules-based approach 方法的特点、缺点
3. Principles-based approach 方法的特点、优点；如果股东不接受解释怎么办？
4. 二者的区别，如何比较这两种方法？为什么 principles-based 相比较于 rules-based 更
容易被接受?
1. 了解：
美国是典型的采用 rules-based 的国家（几乎只有美国），也就是说上市公司必须严格遵
守萨班斯法案（Sarbanes-Oxley Act）各项条款。
英国是典型的采用 principles-based 的国家，遵循的是英国公司治理准则 UK Corporate
Governance Code 所规定的原则。
有争论说对于发展中国家不适宜采用 rules-based，因为企业需要遵循每一项规定，这对
于中小企业来说成本过于高昂，尤其是像萨班斯法案，要求上市公司必须对外报告已经
被审计师认证过的内部控制。但是，也有声音说，虽然有的时候 rules 很难遵守，但是
这不是放弃严格监管而采用比较“柔软”（softer）的监管方法的理由。
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2. Rules-based approach: features
 遵守、执行所有的适用条款，这是法定责任。
 几乎没有解释的余地，因此被诟病为‘打对勾’游戏。
 投资者的信心来源于法律的质量，而不是来源于遵守的程度。
Firstly, in a rules-based approach, corporate governance provisions are legally binding and
enforceable in law. Non-compliance will be punished by fines or ultimately by de-listing and
director prosecution.
Secondly, there is very limited latitude for interpretation of the provisions to match individual
circumstances. Therefore, it was criticized as ‘box-ticking’ exercise, because companies have
to comply even though some provisions are less suitable to their individual circumstances
than to others’.
Thirdly, investors’ confidence is underpinned by the quality of the legislation, rather than the
degree of compliance.
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Rules-based approach: disadvantage
 成本过高，但是对股东来说（尤其是中小企业的股东）又几乎没有什么价值。
 遵守每一项条款被认为是打对勾，过于死板不灵活。
 由国家的法律来惩罚未遵守者，而不是由最直接受到影响的股东来实施惩罚，被指
责缺乏经济效率。那些支持 principles-based 方法的认为由股东，即有最强利害关系
的，来监管治理的实施，是最符合经济效率的。法律不能区分主要的或者次要的偏
离，仅仅是注意到一个空格有没有填上。
The first disadvantage is that costs are incurred in ensuring and demonstrating compliance. It
can be convincingly argued that a substantial proportion of this cost adds very little value to
shareholders, especially in small companies, and resources are diverted to demonstrating
minor areas of compliance which could be used more effectively elsewhere (such as in
company operations).
Second, compliance is seen to be an inflexible ‘box ticking’ exercise and this can sometimes
mean that companies lose perspective of what are the most important aspects of governance.
Disproportionate amounts of management time can be used in ensuring compliance in an area
which may be less important to shareholders, but which is nevertheless an important ‘box’ to
have ticked.
Third, non-compliance is punished by the state through its judiciary and not by those most
directly affected: the shareholders. Those in favor of principles-based approaches argue that
there is a greater economic efficiency in having governance monitored by those with the
strongest stake in gains and losses (the shareholders), rather than the (in comparison)
inefficient and undiscerning agents of the state. In many cases, agents of the state are unable
to distinguish between major and minor breaches, merely noticing that a ‘box’ is ‘unticked’
and pursuing punishment as a result.
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3. Principles-based approach: features
 企业有权选择“遵守或者解释”。
 遵守法律的精神好过玩“打对勾”游戏，重要的是明白整体的责任而不是仅仅遵守条
款。
 避免监管机构负担过重。
 在一些司法管辖权内，自我监管而不是依靠法律控制已经被证明是有效的，而且这
个机制是可以自我强化的。
Principles-based approach: advantages
First, organizations have a choice to the extent to which they wish to comply. This means they
usually have to ‘comply or explain’. Explanations are more accepted by shareholders and
stock markets for smaller companies.
Second, obeying the spirit of the law is better than ‘box ticking’. Being aware of the overall
responsibilities is more important than going through a compliance exercise merely to
demonstrate conformance.
The third reason is it avoids the ‘regulation overload’.
Fourth, self-regulation rather than legal control has proven itself to underpin investor
confidence in several jurisdictions and the mechanisms are self-tightening, if IPO volumes
fall or capital flows elsewhere.
If the shareholders are not satisfied with the explanation for non-compliance, they (the
shareholders) can punish the board through:
（i） Holding the board directly accountable at general meetings;
（ii） Selling shares (thus reducing the value of the company);
（iii） Intervening directly if holding a large enough shares.
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4. The difference between the two:
主要体现在： Rules-based 依靠法律的强制性要求公司必须遵守所适用的公司治理条款，
如果没有遵守的话，被认为是违法并遭受起诉。Principles-based 依靠的是资本市场，遵
守公司治理条款是上市的必备条件（如果不选择上市，可以不遵守）。当公司不能遵守
每一个条款的时候，上市规则阐明公司必须在年报里解释——非常清楚明确地解释哪里
没有遵守、以及为什么没有遵守。这时候，是股东而不是法律，来做出判断这个没有遵
守是否严重、是否可以接受。
In a rules-based approach, provisions are made in law. A breach of any applicable provision is
regarded as a legal offense. This means that the company becomes legally accountable for
compliance and are liable for prosecution in law for failing to comply with the detail of a
corporate governance code or other provision.
In a principles-based approach, being compliance with the code is regarded as a condition of
listing required by stock market. When the listed company is unable to comply in detail with
every provision of a code, for whatever reasons, it must explain (usually in its annual report)
exactly where it fails to comply and the reason why it is unable to comply. It is the
shareholders (not the law) to judge the seriousness of the breach.
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How do you compare the two approaches? Why do you think principles-based approach is
better than rules-based?
首先，公司直接对所有者股东负责，并且由股东来决定任何偏离公司治理规定的做法是
否重大。第二，可以降低遵守成本，并且承认没有可以放之四海而皆准的做法。在某些
情况下，公司可以采用适合自身特点的做法。第三，避免不灵活性。这种不灵活性本身
就是缺乏效果的。“遵循或者解释”这种方法取决于股东和资本市场在执行方面的能力与
意愿，而 rules-based 方法取决于法律执行官员的效果。

It makes the company directly accountable to shareholders who are collectively the
owner of the company and who can decide for themselves the materiality of any given
non-compliance.

It reduces the costs of compliance and recognizes that one size does not fit all.
Sometimes the company might adopt its own unique approach for highly specific and
context-depending reasons. Therefore, it might be legitimate for temporary or
semi-permanent non-compliance with the detail of a corporate governance code.

It avoids the need for inflexible legislation, which in itself is sometimes ineffective. The
effectiveness of a ‘comply or explain’ approach relies on the ability and willingness of
shareholders and capital markets to enforce compliance, rules-based approach relies on
the effectiveness of law enforcement officials.
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