問題三重點關注非執(zhí)行董事。A部分要求考生解釋什么是利益沖突，并分析當非執(zhí)行董事的候選人，John Soria，成為了KK公司的非執(zhí)行董事后會引起什么利益沖突。B部分要求考生仔細考慮在一個發(fā)展期內(nèi)非執(zhí)行董事們會給KK公司的董事會帶來什么益處。C部分的題目比較容易做答。比較容易錯的一題是列出年報的內(nèi)容，主要是年報中關于公司管理的部分，而不是所有內(nèi)容。

Question Three
This was a question focussing on issues of non-executive directors but,in part (c),asking about corporate governance reporting and its importance in investor information provision.The case was about KK Company and its need to fill a vacant non-executive directorship.Issues were raised because the nominee was less than ideal because of a number of conflicts of interest.

Part (a) asked candidates to explain what a conflict of interest was and then to discuss the conflicts of interest that would arise if John Soria,the nominee for the position,became the NED of KK Company.This was done well overall,with many candidates scoring well on both tasks.

There was a difference in part (b) between candidates who attempted to analyse the case and carefully consider what the question was actually asking,and those who seemed to think that questions asking about the non-executives should be answered in terms of the four general roles (people,risk,strategy,scrutiny).The question asked specifically about how NEDs would benefit the KK board during a period of growth and this required candidates to carefully consider the particular circumstances in question.Those candidates that carefully considered the case and the particular advantages that NEDs could bring during a period of rapid growth achieved the highest marks on this question.

Part (c) was actually asking something quite straightforward: what would a good corporate governance section of an annual report contain.In many countries,a substantive CG section is either mandatory or prescribed under listing rules.Reports in the UK and other developed and developing economies,for example,often have several pages of content called ‘corporate governance’ or similar.These are intended to allow the company to report on each of the measures that are important for ensuring the sound stewardship of company value.This underlines the importance of candidates being aware of a range of reporting issues.Inspecting the annual reports of most large companies would be a way of becoming familiar with corporate governance reports.

One common error was to answer as if the question was asking about the contents of an annual report (chairman’s statement,income statement,etc.).It was asking about the corporate governance section in an annual report and not about the annual report in its entirety.