Principles and Mechanisms of Corporate Governance: A Literature Review Including a Tesco Case Study


Purpose and Objectives

Identify the principles of corporate governance.

Explain how corporate governance works.

Understand the definition and structure of a board of directors.

To find out the role of the board of directors.


Corporate governance occupies an important place in the governance of the corporate sector on a global scale, and the concept of corporate governance is becoming more and more accepted by organizations, not only in the creation of wealth, but also in addressing various social issues. is becoming One study conducted comparing the 1960 and his 1900-founded companies found that the increase in ownership of both companies increased at the same rate. On this basis, it is argued that Britain’s retreat from creating family rule in modern times is also effective. Moreover, in the late 20th century, shareholder rights in this country were very weak and the proliferation of ownership was due to shareholder legal protection (Knapp 2018). It was mid-century when the corporate governance pyramid began to gain momentum. The development of such pyramids was aimed at hostile takeovers after the introduction of corporate disclosures in 1948, reducing the risk for predators (Ferraro 2019). But private gain was hampered by higher ethical standards dictated by corporate insiders. This pyramid was dismantled and the administrative blocks sold, resulting in a proliferation of British corporate ownership structures.

The first surge of interest in corporate governance began in the United States nearly two decades ago and continues today. A concept barely mentioned in the UK for decades. Corporate governance was in its infancy in his early 1990s, before the Cadbury Commission was established. Corporate governance issues began to escalate in the 1990s, when investor concerns about corporate governance began to rise in the UK. The UK Code of Corporate Governance was first published by the Cadbury Commission in 1992. The Corporate Governance Code has been revised over the years and its extensions reflect the growing demand for a UK corporate governance framework. One of the key factors driving long-term investment and achieving higher standards of governance is the investor management activity and the principle of collective responsibility within a unified board (Shrives and Brennan 2017). Nonetheless, the aftermath of the financial crisis and cases of inappropriate misconduct and governance have fueled debate about the scope and nature of the framework. The environment in which companies, broader stakeholders and shareholders operate is rapidly evolving. Business existence cannot exist in isolation, society and the economy are sustained by the creation of sustainable and successful businesses through wealth creation and job creation. Our long-term success depends on the relationship between our company and our directors and our multiple stakeholders. This relationship is enduring and successful based on trust, respect and mutual benefit. Openness and integrity are therefore encouraged by a corporate culture that adopts good corporate governance practices (Holland et al. 2016).

Informative Reviews

This paper is designed to provide a review of: It surveys the literature on corporate governance concepts and demonstrates an in-depth discussion of the functions and mechanisms of corporate governance. This concept is evaluated through case studies of the importance and role of governance in selected organizations. This also includes a discussion of the role of risk reduction and risk management in incident organization. The case organization selected is Tesco Plc. The organization was chosen for analysis because of a 2014 accounting scandal in which the company was accused of manipulating financial figures and inflating earnings (Rudkin et al. 2019). The paper begins with a detailed review of the corporate governance literature, including a discussion of the functions and mechanisms of corporate governance. It helps assess Tesco Plc’s corporate governance practices and their effectiveness. The purpose of conducting this assessment is to:

Corporate governance has many definitions such as policies, processes, structures, mechanisms, etc., with different focuses, but the concept is primarily concerned with stakeholder rights and protection, economic sustainability, and so on. handle. growth. It can be defined as the practices and systems that aid in the control and management of a company and consists of a set of relationships between management, shareholders, the board of directors and other stakeholders. Structures to support goal setting are provided by senior management to help achieve goals and establish monitoring of performance. In other words, corporate governance can also be defined as a set of incentive mechanisms that ensure good management practices on behalf of an organization’s management, stakeholders and shareholders. A system of corporate governance is viewed as a set of intertwined and interconnected internal and external forces that help identify the relationships between stakeholders and corporate management by providing processes and structures (Holland et al. al. 2017).

Stakeholders’ rights should be recognized in corporate governance through mutual agreements and established laws, so that stakeholder and company engagement in the creation of jobs, prosperity and corporate sustainability can be addressed. Active cooperation should be promoted. A company’s corporate governance report should be consistently linked to various other parts of its annual report, including: B. Supplemental information and other strategic reports to help shareholders effectively assess the company’s governance structure and the activities and contributions of its directors. All companies are responsible for adopting good corporate governance practices, and the law prescribes a comprehensive corporate governance framework that supports the adoption of best practices and high standards of governance in corporate governance systems ( Smith and Collin 2017).

Explanation of Corporate Governance

One of the most important issues raised and noted by researchers and investors after the financial scandals of Worldcom, Enron, Cisco, Adelphi, etc. is corporate management. Corporate governance that deals with management requirements. Enhance corporate health, improve the performance of accounting committees, managers and auditors, and defend the rights of stakeholders and investors. The importance of corporate governance was measured using various criteria for measuring the state of corporate governance. These include financial stakeholder relationships, ownership structures, information disclosures and releases, and the board of directors. In the 21st century, corporate governance has become one of the most important terms in commerce. The functions and roles of corporate leadership differ and are determined by the application of various theories such as stakeholder theory and agency theory (Nordberg 2018).

Corporate governance is described as a system according to agency theory, and such a system helps control the behavioral interests of management. From the point of view of this theory, the review of roles should be done independently of the administrator. An example of agency theory is managers of different departments within an organization and the relationship between shareholders and managers (Kusumaningtias et al.2016).

The framework for the institutional accountability system is provided by: Corporate governance and governance relate to the control, management, supervision and control of management.

Organizations use corporate governance to create a culture of enhanced accountability, transparency and disclosure. Improved corporate governance processes and structures promote the long-term success and prosperity of companies, facilitate effective planning, and ensure quality decision-making within the organization. Business transactions are transparent when sound corporate financial systems are in place that disclose full audit and accounting procedures (Okaily et al.2019).

Organizations are entrusted with efficient and effective risk mitigation systems. It is done using an effective corporate governance system. Using an accountable and transparent system will help the board understand most of the risks associated with different strategies.

There are three types of Governance His mechanisms that help align goals and align the interests of shareholders and management. All mechanisms for controlling and mitigating disputes are integrated into the corporate governance system. This mechanism is divided into two parts, internal and external (Madhani 2017).

Functions of Corporate Governance

Under the Direct Mechanism, profits are directly adjusted. The views of management were aligned with those of shareholders, which stimulated the management team to run the business efficiently. Examples include stock options, executive compensation plans, and direct board oversight.

Another approach involves indirectly managing corporate controls. B. Prohibition of Management Labor Markets, Capital Markets, and Insider Trading.

Another mechanism is to give shareholders greater incentives and the ability to oversee management, thereby enhancing shareholder rights. The legal protection against expropriation of management used in this approach helps strengthen investor rights. Examples include prohibiting insider trading and enforcing and protecting the rights of shareholders. A shareholder’s right to control a company is supported by a legal framework, and in many cases management and boards are clearly accountable to shareholders (Bhaskar and Flower 2019).

He is one of the eternal ones in financial markets. A corporate governance system that supports the development of the stock market. There is a direct correlation between market value, operational capability and efficiency. Management intends to sell shares whenever doing so could harm shareholders’ interests and thereby reduce the value of the company (Knapp 2018). Therefore, there is a risk that the stock price will be affected by this mismanagement and that the company will be replaced by new investors after the acquisition.

They play the most important role in building the corporate governance framework. Role by the Board. It is the board’s responsibility to balance competing demands, prevent disputes, achieve a reasonable return to shareholders, and monitor management’s performance. In addition, the board requires some degree of independence from management to assist management in its oversight role, and the board is in effect part of management. A clear role distinction between managers and board members forms the basis of good corporate governance practices. The board should not be involved in micro-management of the company, but rather should focus on planning and oversight. However, some functions are delegated by the Board to Board committees. In addition, the board of directors has the authority to replace the management of the company with more efficient management that contributes to maximizing profits. In addition, the board is responsible for the compensation of the board itself and key executives (Smith and Collin 2017).

The real problem facing boards is board problems. It hardens. Such a situation is likely to result from a review of board and senior management remuneration and remuneration associated with their activities (Kusumaningtias et al. 2016).

Thus, the board of directors is one of the traditional control mechanisms. A subject that has been frequently discussed in the last decade. This mechanism is most desirable as it helps the administrative manager’s function in any organization to minimize the costs of separation of administration and ownership.

This section of the report presents the following key assessments: Tesco Plc’s corporate governance framework. Tesco Plc, headquartered in Hertfordshire, England, is a leading British retailer serving millions of customers. The importance of corporate governance in supporting a company’s sustainability and long-term success is recognized. An effective and robust governance framework is maintained to support the implementation and application of strategy. A key factor in building a successful and long-term viable company is corporate governance. The Board’s duty is to maintain the highest standards of corporate governance, accountability to stakeholders and shareholders, and management of Tesco’s various affairs ( 2020). However, corporate governance does not exist in isolation as it is not about compliance with codes or checklists. The long-term vision and protection of the company’s values ​​resides in the Executive Committee, which determines the direction and strategic direction of the company. Tesco Plc has in recent years ensured that good corporate governance is embedded in the conduct of its business and part of its work and thought (Oh et al. 2018).

The Board of Tesco Plc is led by the Chairman, who promotes the highest standards of corporate governance and accounting to his various stakeholders while at the same time reserves the right to ensure the validity of board. There has been a great deal of attention in recent years to corporate governance, which has led to continuous development and changes in standards. Giving sufficient time to discuss and understand governance issues strengthens the authority of the nominating committee. Changes to Tesco Plc’s governance framework will be made by the Commission after considering the Financial Reporting Council’s proposals (Kukreja and Gupta 2016).

There are five working committees that support the activities of the Financial Reporting Council. The effective work of the board and board depends on the work of the committees. These committees include the Audit Committee, Nominating and Governance Committee, Corporate Responsibility Committee, Compensation Committee and Disclosure Committee. On behalf of the Executive Committee, the Committee conducts a more detailed and thorough investigation of the affairs and issues agenda items relevant to the term of office. In addition, we submit a report to the Board at each Board meeting ( 2020).

Tesco Plc’s annual report demonstrates compliance with relevant provisions of the UK Corporate Governance Code and application of the UK Corporate Governance Code. the most important principle. Tesco’s Board of Directors is responsible for considering the concerns and needs of our stakeholders and intends to build a sustainable business by fostering close relationships with them. Another fact relates to our remuneration policy, which has been developed in accordance with the principles of the UK Corporate Governance Code.

An assessment, identification and monitoring of the main risks to which the company is exposed is carried out. Through established risk management processes. Fundamental to the risk management process is the monitoring and development of appropriate internal controls and their impact on assessing the probability of risk occurrence. Risks expected to have a significant impact on organizational performance are systematically reviewed. These risks also include risks that jeopardize the group’s business model, liquidity and solvency position, and future performance (Wang et al. 2019).

The Board is responsible for risk management and mitigation and is directly involved in mitigation, assessment and risk appetite. They are responsible for managing the group’s risk profile and implementing interval controls by maintaining an effective framework. Group management maintains and establishes appropriate internal controls and risk identification systems in order to detect and prevent fraud and misconduct. An important part of the Board’s role is to protect the Group from operational and reputational risks. Additional support from the audit committee has given organizations a better understanding of the risks facing their business. The committee tests and develops risk tolerance and ensures that the group’s opportunities and strategic objectives are reflected through the risk map. Risks are managed at the corporate and group level, with a board committee or board reviewing key risks annually (Knapp 2018).

His Tesco Plc accounting scandal in 2014 resulted in the suspension of a senior director of the company. The profit generated by the company was overstated by £250m to £1.1bn, with the aim of attracting funds and investment (Kukreja and Gupta 2016). Tesco Plc’s general reputation has been soured by the impactful events of an accounting scandal that has had a material impact on the investment value of its shareholders and the market price of its shares. Tesco Plc’s corporate governance framework was recognized for its commitment to serving the community in an ethical manner. Such heavily inflated income statements raise questions about the adoption of erroneous accounting principles and the composition of the company’s board of directors (Jack et al. 2018).

There were no non-executive directors with retail experience on Tesco’s board of directors. Appointed by two non-executive directors on 7 October 2014. Lack of expertise led to suspicions that the board lacked the expertise and knowledge to challenge and question company executives. Auditors discussed the risk of manipulation in the recording of trade revenues, but were able to prevent anticipated cost savings and early recognition of revenues. In this regard, the Board of Directors subsequently approved earnings figures taking into account the accounting treatments adopted and accepted by the Audit Committee ( 2020). However, a problem arose when a company employee questioned the accounting process. An article in the Financial Times pointed out that the current corporate governance system is dysfunctional due to problems with revenue recognition and board composition.

The auditors discussed manipulation risks in recording trade revenues, but were able to prevent anticipated cost savings and premature recognition of revenues. In this regard, the Board of Directors subsequently approved earnings figures taking into account the accounting treatments adopted and accepted by the Audit Committee ( 2020). However, a problem arose when a company employee questioned the accounting process. An article in the Financial Times pointed out that the current corporate governance system is dysfunctional due to problems with revenue recognition and board composition. The lack of proper regulatory mechanisms in place has failed to curb corporate governance abuses. This is reflected in inaccurate estimates of commercial income. Therefore, this accounting scandal involving the board of directors demonstrates a massive failure of Tesco’s corporate governance. Tesco has reached an agreement to make changes to its corporate culture after the accounting scandal ( 2020).


This paper demonstrates the importance of corporate governance structures in an organization and how inadequate mechanisms can cause companies to face serious consequences. Various accounting scandals at some major organizations have shaken investor confidence. An organization’s weak internal control system is a major cause of financial reporting failures, and the internal control system is managed by managers in governance structures. The failure of Tesco’s corporate governance due to weak internal controls and the impact on earnings in the form of misstatements caused significant accounting problems. From Tesco Plc’s accounting scandal, it can be inferred that the corporate governance framework is flawed and that governance mechanisms are directly related to misrepresenting and manipulating the company’s profits. Following the accounting scandal, Tesco Plc has launched structural reforms aimed at getting employees to adopt important policies that put compliance and ethics at the forefront. They reset incentives for business relationships with sales teams and suppliers (Farrell 2014).

An analysis of Tesco’s accounting scandal suggests that an inadequate governance structure has led to weak internal controls at the company and lax auditors. and the board of directors. The issue therefore relates to the governing bodies that allowed such manipulation of the income generated and presented false figures to investors and shareholders. From our assessment of this incident, while effective auditing is an important part of corporate governance, better preventative measures are in place with adequate and effective internal controls that help determine the existence of problems, misrepresentations and whistleblowing. We can conclude that it can be considered a system. . The ultimate price of misconduct is paid by shareholders, who attach great importance to governance structures and institutions. It is the duty of the governing body and its members to prevent circumvention of the control system.

We have established an appropriate system and are working to strengthen our corporate governance system. The aftermath of Tesco’s accounting scandal calls for an overhaul of the company’s business practices. A comprehensive transformation program must be adopted to improve the corporate structure. In addition, strong communication channels need to be developed so that investors can familiarize themselves with the business model and update their beliefs about the sustainability of the business model.

Reference list

Bhaskar K. and Flower J., 2019. Financial Failures and Scandals: From Enron to Carillion. Routledge.

Farrell, S., 2014. Tesco is under investigation by the FCA over an accounting scandal. [Online] The Guardian. Available at: [accessed 8 January 2020].

Ferraro, F., 2019. Get political? On the way to careful management. Journal of Management and Governance, 23(1), pp. 3-20., 2020. Tesco accounting scandal costs more than fines | Financial Times. Available [online]: [accessed January 8, 2020].

Holland, K., Lindop, S, and Zainudin, F., 2016. Tax avoidance: a threat to corporate legitimacy? Examine company financial and CSR reports. Peer-reviewed papers. UK Tax Review, (3)., A., 2020. Tesco Scandal | Student Accountant | Student | ACCA Global. [Online] Available at: [accessed 8 January 2020].

Indiana, 2020. A former Tesco director is being liquidated for wrongdoing in a 2014 accounting scandal. [Online] [accessed 8 January] 2020].

Jack L., Flores Lopez R., Ramon Jeronimo J.M., 2018. Accounting, performance measurement and equity in the UK fresh food supply network. Accounting, Organization and Society, pp. 64, 17-30.

Knapp, M., 2018. What we can learn from corporate governance. Enterprise Portfolio Governance (pp. 111-140). Springer, Singapore.

Gukreja, G. and Gupta, S., 2016. Tesco’s Accounting Misrepresentation: Short-sighted ideology overshadows the interests of the larger organization. SDMIMD Journal of Management, 7(1), pp. 9-18.

Kusumaningtias, R., Ludigdo, U., Irianto, G., and Mulawarman, A.D., 2016. Rethink management. Procedia-Social and Behavioral Sciences, 219, pp. 455-464.

Madhani, P.M., 2017. The Different Roles of Corporate Boards: A Review of Different Corporate Governance Theories. IUP Journal of Corporate Governance, 16(2), pp. 7-28.

Nordberg, D., 2018. “Quite” excellent corporate aiming at his governance. Philosophy of Management, 17(3), pp. 353-371.

Oh, W.Y., Chang, Y.K. and Kim, T.Y., 2018. Complementary or Alternative Effects? Corporate Governance Mechanisms and Corporate Social Responsibility. Journal of Management, 44(7), pp. 2716-2739.

Okaily, J.A., Dixon, R., and Salama, A., 2019. Quality of Corporate Governance and Early Revenue Recognition: Evidence from the UK. International Journal of Management Finance, 15(1), pp. 79-99.

Rudkin B, Kimani D, Ullah S, Ahmed R, Farooq SU, 2019. Hide-and-Seek in Corporate Disclosure: Evidence from Negative Corporate Incidents. Corporate Governance: The International Journal of Business in Society, 19(1), pp. 158-175.

Shrives, P.J. and Brennan, New Mexico, 2017. Accounting for Non-Compliance with Corporate Governance: A Rhetorical Analysis. “A Critical Perspective on Accounting,” 49, pp. 31-56.

Smith, E. and Collin, S.O., 2017. Corporate governance and corporate entrepreneurship in various organizational forms. Featured in Research Handbook on Corporate Governance and Entrepreneurship. Edward Elgar Publishing.

Tesco PLC., 2020. Our Corporate Governance Framework. Available [online] at: [accessed 8 January. 2020]., 2020. Available [online] at: [January 8 access to the day. 2020].

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