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June+2023+BG+Examiner 27s+guide
June+2023+BG+Examiner 27s+guide
VALUE,
GOVERNANCE
AND RISK
PROFESSIONAL PROGRAMME
EXAMINER’S GUIDE:
JUNE 2023 EXAMINATION
The contents of this examiner’s guide are intended
as a guide and not professional advice. Although
every effort has been made to ensure that the
contents of this guide are correct for the
examination session indicated at the time of going
to press, the Accounting and Corporate Regulatory
Authority makes no warranty that the information in
this guide is accurate or complete and accept no
liability for any loss or damage suffered by any
person acting or refraining from acting as a result
of the material in this guide.
Contents
Page
Introduction 3
Section 1
Module Objective 5
Section 2
Marks Allocation and Examination Format 5
Section 3
Examiner’s Report 6
Section 4
Examination Questions 6
Section 5
Suggested Solutions for Individual Questions 7
Section 6
Common Examination Verbs 40
INTRODUCTION
Disclaimer
The examination questions and suggested solutions in this publication have not been
updated for any changes in legislation, standards or syllabus. They must be used with
caution when preparing for any examinations.
Please also note that the solutions listed in this document are “suggested” solutions
only. Candidates who provide alternative, valid answers not covered in this document
will be awarded the appropriate credit.
ACRA was formed as a statutory board on 1 April 2004, following the merger of the
Registry of Companies and Businesses (RCB) and the Public Accountants' Board
(PAB). This merger sought to achieve synergies between the monitoring of corporate
compliance with disclosure requirements and the regulation of public accountants
performing statutory audits.
On 1 April 2023, ACRA, the Singapore Accountancy Commission (SAC) and the
Accounting Standards Council (ASC) merged as one entity, taking on the name,
ACRA. The merger aimed to strengthen the effectiveness of regulation, standards-
setting, and sector development by harnessing synergies across complementary
accountancy-related functions.
Section 1
Module Objective
Upon completion of the Business Value, Governance & Risk module, Candidates
will be able to demonstrate a sound understanding of the basis upon which
corporate value is created, maintained sustainably (e.g. sound investment
decisions) and protected (e.g. by avoidance of excessive concentration of power
and lack of scrutiny of management). Candidates will be able to assess how
governance arrangements may prevent long-term dysfunctional behaviour. The
module addresses risk management as a key factor in governance and strategy. It
develops skills from previous studies in asset valuation in the context of wider
considerations of capital investment appraisal, including strategic investment
decisions, taking into account underlying financial risk management concepts for
effective and responsible decision making.
Section 2
Marks Allocation and Examination Format
This module is assessed by way of a 3-hour 15 minutes open-book, essay and case-
study based examination, and requires the use of a personal laptop. There are four
questions, and each question may have multiple parts requiring structured
responses. For instance, short answer questions, essay style questions,
computations, or standard format questions
In order to achieve a pass in this module, a Candidate must achieve at least 50% of
the available marks in the final examination.
Section 3
Examiner’s Report
The Examiner’s Reports for the past examination sessions are available for download
on the ACRA website (https://www.acra.gov.sg/accountancy/professional-
development/singapore-chartered-accountant-qualification/professional-programme).
Section 4
Examination Questions
The Examination Questions for the past examination sessions are available for
download on the ACRA website (https://www.acra.gov.sg/accountancy/professional-
development/singapore-chartered-accountant-qualification/professional-programme)
Section 5
Suggested Solutions for Individual Questions
(a) Calculate a suitable risk-adjusted discount rate for Singing Sauces for the
purpose of valuing Food Express. (9 marks)
Step 4: Calculate the after-tax cost of debt (Kd%) using credit rate tables
Rating 1 year 2 years 3 years 5 years 7 years 10 years 20 years
AAA 24 30 34 39 49 63 85
AA 34 43 49 61 69 81 109
A 59 77 83 97 102 109 143
BBB 73 119 139 159 167 175 213
Current Singing Sauces debt is S$20,000 million with average 15 years to maturity.
The expected yield of the bond = risk free bond rate + credit risk premium.
Expected yield on Singapore government bonds, which equates to risk free, is 2.0%.
1 per cent = 100 basis points, and the table is quoted in basis points
• The credit risk premium on a 10-year A rated bond is 109 basis points.
• The credit risk premium on a 20-year A rated bond is 143 basis points.
Credit risk premium for 15 years = 10-year credit risk premium + additional 5-year
bond maturity.
Evaluate the additional risk premium per year = (143 – 109) / (10 years) = 3.4 basis
points per year.
Credit risk premium for 15 years = 10-year credit risk premium + additional 5-year
bond maturity = 109 + 17 = 126 basis points (1.26%)
The expected yield of A rated 15-year bond = risk free bond rate + credit risk premium
= 2.00 + 1.26 = 3.26%
Step 5: Determine the WACC of Singing Sauces for the purpose of valuing
Food Express
VE = 70,000
VD = 20,000
Ke = 10.47 %
Kd = 2.71 %
WACC = VE % x Ke + VD % x Kd = 8.75%
(b) Calculate an estimated valuation for Food Express using the free cash flow to the firm valuation method. Your valuation should
be for 100% of Food Express shares.
(15 marks)
Note: Candidates are required to ignore ALL potential synergy which may arise on acquisition. Apply year end discount factors
throughout and show cash flow clearly by year.
Enterprise Free Cash Flows (Cashflows 970.5 1,072.8 1,186.8 1,312.2 1,338.4
before interest after tax)
Terminal Value 19,839.7
(See Working 3)
Discount factor at WACC 8.75% 0.920 0.846 0.778 0.715 0.715
Working 2: Additional cash flows resulting from an increased working capital requirement
Assume working capital cash flows occur in same year as increased revenue.
2023 2024 2025 2026 2027
S$'m S$'m S$'m S$'m S$'m
Revenue 6,941.1 7,288.2 7,652.6 8,035.2 8,437.0
Change in revenue 347.1 364.4 382.6 401.8
Increase in working capital (15%) 52.1 54.7 57.4 60.3
Increase in working capital cashflow (52.1) (54.7) (57.4) (60.3)
Question 1 cont.
(c) Calculate the change in valuation of Food Express calculated in part (b) if the
following changes to the assumptions made by the Directors of Singing Sauces
occur simultaneously and explain your result.
Change in assumptions:
• The proxy beta used to determine the WACC in part (a) rises by 20% due
to increased risk expectations.
• Singing Sauces credit rating falls from A to BBB due to market credit risk
concerns of the expanded company.
• The risk free rate rises by 1%.
• Revenue annual growth rates decrease from 5% to 4% in the years from
30 June 2024 to 2027. (7 marks)
• Increase the beta in the WACC calculated by 20% from 2.28 to 2.736. (2.28 x 1.2
= 2.736)
• Increase risk free rate from 2% to 3% in the Ke calculation.
• Apply revised WACC of 9.3% to free cash flow valuation of Food Express.
A higher return of 9.3% per annum (WACC) is required by Singing Sauces for the
acquisition of Food Express due to the higher risk expectation, lower revenue growth
expectation and inflationary pressures. This can only be delivered if Singing Sauces
pays less for Food Express which is reflected in the lower valuation evidenced.
(a) For each of the EIGHT risks identified in Philip Chan’s email to the Board,
describe each risk further for the purpose of inclusion in Singing Sauces’ risk
register. (8 marks)
(b) Discuss the potential consequences of each risk described in part (a) which
will aid the evaluation of risk at the next Board meeting.
(8 marks)
(c) Determine a suitable risk mitigation strategy which will address the potential
consequences of each risk discussed in part (b).
(8 marks)
Question 2 cont.
Question 2 cont.
Question 2 cont.
Question 2 cont.
(a) Explain why each of the FOUR issues included in the internal audit report may
impact on the effectiveness of Singing Sauces strategic or sustainability
performance. (8 marks)
(b) For each issue explained in part (a), recommend TWO actions that will help to
improve or resolve the issue. (8 marks)
Question 3 cont.
(c) Identify ONE example of each form of capital at Singing Sauces listed below.
• Natural capital
• Human capital
• Intellectual capital
• Social capital
• Manufactured capital
• Financial capital
For each example, explain how Singing Sauces can apply corporate governance
mechanisms to ensure its continual and sustainable supply.
(12 marks)
Natural Capital
For Singing Sauces, natural capital includes ingredients for their sauces such as
spices and some fruits and vegetables and fossil fuels required to transport it and
provide energy for the manufacturing and distribution processes.
Singing Sauces should invest in a sustainable supply chain using suppliers that apply
environment protection techniques and sustainable farming techniques which
minimise the use of chemicals that pollute the natural world. Singing Sauces should
also locate its manufacturing site as close as possible to its food suppliers so that it
reduces energy consumption by minimising “food miles”. A further option is to
investigate the possibility of installing solar panels on the roof of its production
facilities to create a renewable energy source.
Human Capital
For Singing Sauces, human capital consists of people with knowledge, skills and
experience in manufacturing its products and those who work to market the sauces
based on their expert knowledge of the product range and the domestic and
commercial markets for its sauces.
To maintain or enhance human capital over the long term, the Board of Singing
Sauces might consider a programme of succession planning to maintain specific
product knowledge and skills in producing its sauces by training its younger
workforce. They can develop a recruitment and career development programme to
attract young workers who are entering employment for the first time. For this
programme to be successful, it must incorporate fair remuneration for employees.
Intellectual capital
For Singing Sauces, intellectual capital represents its range of ingredients required
by its secret product recipes and production methods, which is an important source
of Singing Sauces’ brand value and competitive advantage.
It is critical that the Board of Singing Sauces has very effective governance of who
has access to its secret product recipes, how and when product recipes are passed
on as the workforce changes to ensure its product recipes remain secret. One
method employed by companies such as Coca-Cola is to entrust only partial recipes
with specific people so no one person has access to the entire recipe, and closely
restrict access to certain manufacturing processes where key quantities of
ingredients are measured and added. Additionally, discussions with Legal on areas
or items that could be patented may result in additional protection.
Social capital
For Singing Sauces, social capital is the value added by the relationships the
company has nurtured over the past five years with its customers on social media
platforms, by posting product news and promotions on a monthly basis.
Its social capital could be further enhanced by employing a dedicated social media
manager whose role is to expand Singing Sauces on existing social media platforms,
and to new attract new international followers to increase brand recognition to
support a strategy of higher product exports. The frequency and variety of social
media posts could increase from once a month to weekly, with amusing posts and
videos, recipes and images of prominent Singaporeans and businesses enjoying
Singing Sauces. A social media manager will also ensure Singing Sauces has an
early adopter approach to new social media platforms as these emerge, such as
TikTok.
Manufactured capital
Manufactured capital is the actual production machinery and distribution
infrastructure used by Singing Sauces to manufacture its products and distribute
them to its domestic and commercial markets in Singapore. Manufactured capital
also includes methods to dispose of production waste which Singing Sauces seeks
to minimise.
In order to remain competitive in the long term and to address rising global
commodity and labour costs, Singing Sauces will need to develop a sustainability
strategy. The sustainability strategy will include updating its production equipment to
improve energy efficiency and to minimise wastage by switching to more flexible
manufacturing machinery and techniques where production capacity can be
increased or decreased in line with order based demand or quickly reset to
manufacture new products.
Financial capital
Singing Sauces financial capital consists of its existing shares and corporate
debentures which are traded on the Singapore Exchange, its capacity to generate
cashflow and profits from its future operations and its capacity to raise new equity
and debt capital to fund growth, product development, and market development into
other countries in South-East Asia.
Therefore, it is vital that Singing Sauces has governance in place to ensure ethical
practices with its employees, suppliers and customers in order to manage risks to its
reputation, to provide sustainable brand value and customer loyalty which will
maintain sales demand and continue to generate sustainable profits. This approach
will also increase trust with investors and lenders. The Board of Singing Sources
also need to consider its strategy to protect or improve its current ‘A’ credit rating to
minimise the cost of future issues of corporate debentures to fund expansion.
(a) Explain TWO impacts of foreign exchange risk which Singing Sauces will be
exposed to as a result of acquiring Food Express.
(2 marks)
• The value of Food Express’s profit which will be repatriated to the parent
company (Singing Sauces) in Singapore as dividends may increase or decrease,
depending on whether there is appreciation or depreciation of the Malaysian
Ringgit against the Singapore Dollar. The downside of this risk is lower returns
than anticipated in the acquisition price and by Singing Sauces shareholders.
• This may also affect the financial statements of Singing Sauces going forward as
Food Express is consolidated and it might cause volatility to the consolidated
financial statements.
Question 4 cont.
(b) Explain the impact following the implementation of exchange controls by the
Malaysian Government and recommend ONE measure which the Board of
Singing Sauces could implement to counter the impact.
(2 marks)
One strategy to minimise the impact is for Singing Sauces to apply management
charges to Food Express which will lower Malaysian profits and facilitate the return
of cash to the Singapore parent in the form of fees. This will reduce the amount of
profit which is affected by Malaysian exchange control regulations. Alternatively,
Singing Sauces can provide a parent company loan to Food Express on which
interest is payable, which will have the same effect.
Question 4 cont.
(c) Explain FOUR ways how the regulatory framework for mergers and
acquisitions for listed companies in Singapore aims to protect the shareholders
of Singing Sauces and the shareholders of Food Express.
(4 marks)
company and is not ignored as the Board of Directors are required under the
rules to put an offer to the company’s shareholders for their evaluation. This will
protect the interests of Singing Sauces’ shareholders where they stand to benefit
from the synergy which may be generated by an acquisition.
• Fairness through equality. Regulations ensure that each class of Food Express
shareholder is treated equally in a vote to accept an offer for the company. This
prevents a situation where more powerful institutional shareholders are granted
greater voting rights or a preferential price compared with other shareholders.
Question 4 cont.
5,000 Food Express shares are cancelled and replaced with 3,750 Singing Sauces
shares under the three for four offer (5,000 x 3/4), as follows:
SS FE
No of equity shares 20,000 5,000
4:3 Share Offer 20,000 3,750
Control in new group 84% 16%
Question 4 cont.
(e) Using discounting techniques and the assumptions made by the Directors of
Singing Sauces, calculate the estimated value synergy arising from the
acquisition of Food Express and explain your result.
(5 marks)
S$'m S$'m
2023 Singing Sauces Revenue 22,500
5% increase in Singing Sauces revenue in
1,125
2024
2023 Singing Sauces Operating costs (19,125)
4% increase in Singing Sauces operating
(765)
costs in 2024
Increase in 2024 profit as result of acquisition 360
Increase in profits after 17% Singapore tax 299
WACC 8.7%
Annual Growth 2.0%
Present Value of Synergy (S$'m) = 299/
4,429
(0.087-0.02)
Synergy is additional profits and cashflows which are generated directly as a result
of an acquisition or merger. For Singing Sauces, revenue synergy represents the
opportunity to increase sales as a result of being able to expand its export sales of
its Singing Sauces range of products in Malaysia by accessing existing customer
base and brand loyalty of Food Express.
Question 4 cont.
(f) Discuss other potential sources for further synergy which have not currently
been identified by the Directors, which could be realised if Singing Sauces
proceeds with the acquisition of Food Express, as follows:
Revenue synergy: Food Express range of products are currently not widely
available in Singapore. This could change if Food Express products are distributed
with Singing Sauce products in Singapore or repackaged and renamed using Singing
Sauce’s recognisable branding.
Cost synergy: Singing Sauces will have access to Food Express’ supply chain and
as a result they may be able to source cheaper suppliers for Singing Sources, or
may be able to manufacture Singing Sauces range of products more cheaply using
existing Food Express manufacturing facilities. Furthermore, Singing Sauces could
reduce costs by consolidating functions such as human resources, finance and
procurement.
END OF PAPER
Section 6
Common Examination Verbs
To assist Candidates to best formulate their answers they will be given the following
list of common verbs and their descriptions.
The following list of commonly used verbs ("action" words) will help you identify what
the examiner expects from your answer and how you can maximise your marks.
You will see that some of these verbs are quite similar and some are even
interchangeable. The irony is that most questions in an examination paper will not
contain a question mark, so you have to be able to determine what the examiner
wants by picking out the verb in the instruction.
Analyse Identify the key components, look for similarities and differences,
look for patterns or outliers, and weight up the issues. If there is
numerical data, you might need to provide a range of answers
depending on how you substitute the data into your model. Make
sure you state any implications of your answer and any
assumptions that you make.
Bullet points Unless specifically asked for, only use bullet points in your
answer as an absolute last resort if you are running out of time.
A quarter of a mark is better than zero.
Calculate / Do the number crunching and derive the correct answer. Make
Compute sure that you write down your workings and crosscheck your
numbers.
Compare and Compare requires you to show how things are similar and/or
Contrast different while contrast requires you to show how things are
different or opposite. Even if you are asked just to compare, you
must indicate both the similarities and differences.
Define Like list, you are most unlikely to ever be asked just to define a
term, particularly in an open-book examination unless it is a term
that requires you to communicate your understanding rather than
copying down someone else's definition. For instance, "Define
in your own words …".
Discuss Discuss requires you to provide the for and against arguments,
you cannot have a discussion without opposing views otherwise
it would be just a conversation. If discuss is placed near the
front of the instruction, then it requires you to provide an answer
that is similar to explain, but addresses the for and against
arguments. For instance, "Discuss why numerical valuation is
essential when buying or selling a small business".
Justify Whenever you see the word justify you must provide reasons for
your answer, in other words, provide support for your argument
Illustrate / Give Illustrate requires you to provide an example, either from the
examples facts given, a real-life example or a made up example to
illustrate the point you are trying to make. Illustrate and
Demonstrate have similarities.
Respond / This is your right of reply. When you are asked to respond, it is
Reply usually in reply to a comment made by someone else (although
you can also be asked how you would respond in a particular
situation). For instance, "Respond to the Chairperson regarding
her comment on impairment". Whenever you are asked to
respond, you must always justify your opinion or the actions you
would take.
Use / Using This instruction tells you the type of model that you must use
when formulating your answer. For instance, "Using the Market
Approach, …".
State State is similar to list, but the items require your professional
judgement. For instance, "State any restrictions that apply". One
of the easiest ways to make sure that you state comprehensively
is to think, "list AND justify". You will note that state appears in
many of the verb descriptions given.
With reference This instruction requires you to relate your answer back to a
to specific document/s or set of facts. For instance, "With reference
to relevant Singapore Financial Reporting Standards, explain the
risk of material misstatements relating to …". Failure to make
specific mention of the document/s or facts in your answer will
result in a substantial loss of marks.