以下是高顿网校小编为学员整理的：ACCA P1-P3模拟题及解析。
 

　　Lum Co is a family business that has been wholly-owned and controlled by the Lum family since 1920. The current chief executive, Mr Gustav Lum, is the great grandson of the company’s founder and has himself been in post as CEO since 1998. Because the Lum family wanted to maintain a high degree of control, they operated a two-tier board structure: four members of the Lum family comprised the supervisory board and the other eight non-family directors comprised the operating board.

　　Despite being quite a large company with 5,000 employees, Lum Co never had any non-executive directors because they were not required in privately-owned companies in the country in which Lum Co was situated.

　　The four members of the Lum family valued the control of the supervisory board to ensure that the full Lum family’s wishes (being the only shareholders) were carried out. This also enabled decisions to be made quickly, without the need to take everything before a meeting of the full board.

　　Starting in 2008, the two tiers of the board met in joint sessions to discuss a flotation (issuing public shares on the stock market) of 80% of the company. The issue of the family losing control was raised by the CEO’s brother。

　　Mr Crispin Lum. He said that if the company became listed, the Lum family would lose the freedom to manage the company as they wished, including supporting their own long-held values and beliefs. These values, he said, were managing for the long term and adopting a paternalistic management style. Other directors said that the new listing rules that would apply to the board, including compliance with the stock market’s corporate governance codes of practice, would be expensive and difficult to introduce.

　　The flotation went ahead in 2011. In order to comply with the new listing rules, Lum Co took on a number of non-executive directors (NEDs) and formed a unitary board. A number of problems arose around this time with NEDs feeling frustrated at the culture and management style in Lum Co, whilst the Lum family members found it difficult to make the transition to managing a public company with a unitary board. Gustav Lum said that it was very different from managing the company when it was privately owned by the Lum family. The human resources manager said that an effective induction programme for NEDs and some relevant continuing professional development (CPD) for existing executives might help to address the problems.
 

　　(a) Compare the typical governance arrangements between a family business and a listed company, and assess Crispin’s view that the Lum family will ‘lose the freedom to manage the company as they wish’ after the flotation. (10 marks)

　　(b) Assess the benefits of introducing an induction programme for the new NEDs, and requiring continual professional development (CPD) for the existing executives at Lum Co after its flotation. (8 marks)

　　(c) Distinguish between unitary and two-tier boards, and discuss the difficulties that the Lum family might encounter when introducing a unitary board. (7 marks)

　　(25 marks)
 

　　(a) Family business and a listed company.

　　Compare family and listed

　　There are a number of differences between the governance arrangements for a privately-owned family business like Lum Co and a public company which Lum Co became after its flotation.

　　In general, governance arrangements are much more formal for public companies than for family businesses. This is because of the need to be accountable to external shareholders who have no direct involvement in the business. In a family business that is privately owned, shareholders are likely to be members of the extended family and there is usually less need for formal external accountability because there is less of an agency issue.

　　Linked to this, it is generally the case that larger companies, and public companies in particular, are more highly regulated and have many more stakeholders to manage than privately-owned, smaller or family businesses. The higher public visibility that these businesses have makes them more concerned with maintaining public confidence in their governance and to seek to reassure their shareholders. They use a number of ways of doing this.

　　For example, public companies must comply with regulations that apply to their stockmarket listing (listing rules). Whilst not a legal constraint in a principles-based jurisdiction, listing rules require listed companies to meet certain standard of behavior and to meet specific conditions. These sometimes include using a unitary board structure and thus, in the case, would require a change in the governance arrangements at Lum Co.

　　The more formal governance structures that apply to public companies include the requirement to establish a committee structure and other measures to ensure transparency and a stronger accountability to the shareholders.

　　Such measures include additional reporting requirements that do not apply to family firms.

　　Assess Crispin’s view

　　It is likely that the flotation will bring about a change in the management culture and style in Lum Co. Flotations often cause the loss of the family or entrepreneurial culture and this contains both favourable and unfavourable aspects. Whether the company loses the freedom to manage as they wish will depend upon a number of factors.

　　Firstly, whether Gustav Lum’s ‘wishes’ (such as the values and beliefs) are known and trusted by the shareholders. The need for returns to meet shareholder expectations each year often places cost pressures on boards and this, in turn, sometimes challenges a paternalistic management style (such as at Lum Co) which some investors see as self-indulgent and costly.

　　Second, the company will become subject to listing rules such as the governance code, and, because of its higher visibility on the stock market, a range of other societal expectations may be placed upon the company. This will have an effect on all aspects of the company’s internal systems and norms, including its prior management style. Because of these things, the family will no longer be able to choose how to act in a number of ways, which supports Crispin’s view.

　　Third, the board of Lum Co will be subject to influence from institutional investors. They will demand an effective investor relations department, information on a number of issues throughout the year, briefings on final year and interim results and sound explanations whenever performance or behaviour is below expectation. This places the management of Lum Co in a very different environment to when it was privately owned.

　　Fourth, the board will be under pressure to produce profits against targets each year, which may militate against the company’s previous long-term and sustainable commercial approach. If, for example, the long-term approach may have meant taking less profit from a particular operation in one year to leave liquidity or cash in place for a future period, this may become more difficult for a listed company, which can sometimes be under pressure to achieve short-term financial targets such as a dividend payment.

　　(b) Induction and CPD

　　Induction for the new NEDs

　　Induction is a process of orientation and familiarisation that new members of an organisation undergo upon joining. It is designed to make the experience as smooth as possible and to avoid culture or personality clashes, unexpected surprises or other misunderstandings. In the case of the problems with NEDs at Lum, an effective induction programme will enable the new NEDs to gain familiarisation with the norms and culture of Lum. This might be more important for Lum, being at flotation stage and having a deep-seated family culture.

　　They will be able to gain an understanding of the nature of the company and its business model. This will, as with the culture and norms, be especially relevant for a company like Lum emerging from a long period as a private company with little need to explain its business model to outside parties.

　　Induction will help NEDs in building a link with people in Lum Co and other directors. The building of good quality interpersonal links is important in NEDs working effectively. This applies to their relationships with other executive and non-executive directors, and also with relevant people in the company itself. This is especially important in NEDs populating the board committees.

　　Induction will enable the new NEDs to gain an understanding of key stakeholders and relationships including those with auditors, regulators, key competitors and suppliers. In order to understand the business model operated by Lum Co, NEDs need to understand its external relationships and how these support the company’s operation. CPD for the existing executives.
 

　　高顿网校小编寄语：勤思则得，善问则裕，广泛交流，深入切磋。

 　　　　　　

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