CHAPTER 1
Abstract
This
research focused on the existing interaction between internal control system
and corporate governance at J Sainsbury Plc with due consideration on the
impact of UK’s economic performance. The researcher gives due consideration to
the effect of global economic slowdown and how the firm’s management respond to
counter the market volatility. Therefore, the appropriate data collection
method was utilized to gather data from the study participants that included
the organization’s workforce, the management, and the customers. The researcher
later analyzed and evaluated the gathered data and information thoroughly for a
successful outcome and recommendations for future
projects in a similar field.
Introduction
Purpose
The
purpose of this study is to gather relevant information on J Sainsbury’s
internal control and corporate governance and to compare the data with the UK’s
economic prospects. In addition, the researcher shall consider how the
corporate governance strategies and internal control tactics within the business
environment affect the overall performance of the firm in the long run. The
views of the shareholders, consumers and other stakeholders of the organization
will be analyzed to paint a clear picture of
the operations of the business entity. The study also calls for an
understanding of the functionality of the board of governance, the number of
executive directors and the role assigned to each of them (Hoitash et al.,
2011). In addition, it is understandable that the firm has non-executive
directors, thus a need to study how their commercial experiences contribute to
the effectiveness of the internal controls in the organization. Moreover, the
paper analyzes the cooperation that exists between the firm’s audit committee
and the management especially in the formulation of risk mitigation and
management strategies in response to economic changes (Shlefer and Vishny,
2012).
The topic of this research was chosen after a lengthy
deliberation and a careful consideration. Since 2008 financial crisis, the UK
economy has slumped significantly. Even though there are signs of recovery, the
pace is gradual, rendering the economy susceptible to market shocks. The impact
of the economic crisis has been felt in
all sectors. In fact, the operations of most businesses shrunk due to the closure of some of the branches as the
consumers spend lesser (Beasley et al., 2013). However, J Sainsbury is one of the corporations that have
exhibited resilience amidst the economic
downturn. The survival of the firm and its positive performance is contributed
by several factors, including excellent corporate governance and internal
controls. In light of this, the research investigates these aspects to explore
the tactics employed by the management and the staff to boost the
organizational performance.
Statement of the Problem
Since
2008 financial crisis, the stability of organizations in the United Kingdom has
become a core issue for organizational policy makers to tackle. Concerns on the
stability of organizations in the retail sector have
dominated the public debate not only in the UK but also in other parts of the
world. The latest scandals in Europe and the United
States renew interest in research with regards to internal control and
corporate governance (Agrawal and Chadha, 2015). Formal studies on UK economy
indicate that supermarkets and chain stores exert a strong impact on economic
development because they are a source of
employment to the citizens while others are shareholders in such firms. In
addition, Sainsbury and other organizations are a source of government’s revenue which is mostly utilized in
developmental projects. Therefore, it is easy to see the close relationship and
the chain that binds the state, citizens,
and the organization. In light of these, a study on Sainsbury’s internal
control and corporate governance sheds lights on the condition of UK’s
corporations in relations to economic performance hence an addition to the
existing knowledge. Besides, the research outcome and recommendations will be
useful to other organizations as well.
Numerous
gaps exist in the studies on internal
controls and corporate governance. For example, John and Senbet (2013) have
focused their attention on studying the financial dimensions on organizational
performance while Johnstone and Rupley (2011) are shifting their focus towards
systematic performance. Moreover, business analysts pay lesser attention to the
social dimension of the organizations such as the effect of the relationship of
the board, the management, and the audit
committee. Contradictions exist in the
previous studies as researchers fail to agree on the contributions of the board
members and the management on corporate governance, hence calling for a further
research. So far, a handful of studies has
established a link between insolvency, internal control and corporate
governance with due consideration on their impact on the economy (Hay et al.,
2008). Academic uncertainties such as these begs for a keener study of the moderating factors like unsuitable
control activities, weaknesses of risk consciousness, and the existing defects
in the control environment.
Objectives
The
objective of this project is to assess and analyze the interaction between
internal control and corporate governance in J Sainsbury Plc. The paper also
aims to decipher the possible ways to enhance the existing control mechanisms
in the organization with due consideration of the economic conditions (Lacker
et al., 2015). In this way, it will be possible to recommend ways that frauds,
corporate failures, and scandals can be minimized in UK firms. Furthermore, the
research seeks to understand the distinct measures applicable in mitigating
risks in corporations especially in the times of economic vulnerability (Ho and
Wong, 2011).
Background Information
Multiple
financial scandals have shaken investors and financial markets globally. They
contribute to the recognition of the fundamental role of the internal control system (ICS) in the governance
plan of organizations such as J Sainsbury Plc. The concept of interaction
between ICS and corporate governance covers
the entire structure and process used in the management of business affairs to
enhance corporate accounting and prosperity to realize the long-term value and
interests of stakeholders. For more than a decade, internal control and
corporate governance have gained prominence as topical and pertinent business
issues due to a series of large corporate failures and scandals in The UK and
USA (Ashbaugh-Skaife et al., 2012). Still, it is important to note that
internal controls have existed since the era of ancient civilizations. For
instance, in the Ancient Egyptian society, a dual administration existed and
had a bureaucratic authority to supervise the collection of taxes.
Internal Control
Internal
control refers to the process undertaken at multiple levels of the organization
to provide a reasonable certainty on the attainment of effectiveness in
operations, and to comply with the set rules and regulations (Chhaochharia and
Grinstein, 2012). Specifically, ICS is effective if it provides sufficient
protection against risks in the business environment that are detrimental to
the attainment of corporate objectives. In addition, its effectiveness is
judged by the availability of all of its functional components. Internal
managerial processes form part of ICS, though they are unobservable from the
external environment. Thus, the disclosure of ICS is imperative to enable
investors to conduct independent assessments (Gillan and Starks, 2014). The
latest trend in the UK’s business
regulations shares this view because it asks for transparency in operations and
disclosure of structural components and processes ICS with a focus on risk assessment, the control
environment, information, monitoring, and communication.
Therefore,
it is clear that J Sainsbury and other organizations cannot survive or succeed
unless internal control systems are operational. Other business experts
consider internal controls as a process influenced by the management,
personnel, and board of directors. It is designed specifically to provide a
reasonable assurance on the attainment of objectives such as reliable financial
reporting, efficient operations, and compliance with business policies and
regulations. Agency theory proposes that the independent directors are more
likely to raise the board’s ability to monitor because they hardly align with
the management and cannot encourage the organizations to disclose all the
information to the stakeholders.
Corporate Governance
Corporate
governance concerns ways to align the interests of managers and investors for
the organization to operate in a beneficial manner to the shareholders and
owners. It entails the relationship between the societal conceptions on the
scope of accountability and the internal corporation mechanisms (Denis, 2015).
Corporate governance is also defined as cultures, processes, and structures
that build on the success of the business entity. Specifically, it is a set of
measures endorsed in an enterprise in favor
of the economic agents for regeneration and distribution of business surplus
with consideration of partners’ contributions to the organization (Kirkpatrick,
2011). Simply put, it is a system where firms are controlled and directed. Given
that corporate governance embodies legitimacy of accountability (because it
defines the relationship between J Sainsbury Plc. and other fundamental
corporate constituencies). Considering this, it is arguable that corporate
governance is a mechanism to establish the control and ownership of J Sainsbury
Plc. within the UK economy. Indeed, this economic and legal mechanism is
alterable through a political process, especially in large corporations.
The interaction between Corporate Governance and Internal Control
In
Theory, proper internal control system accelerates the level of corporate
governance because it is a part of the managerial process. Firms with effective
ICS ought to excel in performance given that the objectives are met in time,
hence leading to good corporate governance. On the other hand, a business
entity with a weak internal control system is most likely to experience poor
corporate governance. In this research, some of the aspects of corporate
governance examined are inclined towards the traits of the board of directors
at J Sainsbury such as the board’s diligence, size, independence, and expertise
of its members (Denis and Mc Connel, 2013). The board of governors is one of
the most important body to monitor the internal control mechanisms like the
activities of the managers. Besides, this body oversees the J Sainsbury’s
overall performance and endorses the proposed policies for enactment and
implementation. The roles of board members are centered
on maximizing the value of the
shareholder.
When there is a separation of control and ownership, the
managerial decisions are directly influenced by corporate governance mechanisms
to improve efficiency, transparency and accountability. Eventually, this move
will result in an enhanced financial reporting process. As a result of such a
separation of management from corporate ownership, creation of informational gap is realized. Consequently, the realization
necessitates the need for internal and external control mechanism through audit
reports and board’s oversight.
In the United Kingdom, the quality of J Sainsbury’s board
has increasingly attracted attention over the past 2 decades as the owners and
shareholders emphasize on strong
corporate governance. In essence, this is not an isolated case. The latest
studies indicate that majority of states around the globe emphasize on proper
corporate governance mechanisms as evidenced by the enactment of codes of practice and guidelines to strengthen
internal control and corporate governance mechanisms. The rationale for this
alertness is because of heightened concerns over the integrity of corporations
and stock market officials. Investor’s confidence can hardly be impacted unless
the board of directors exercises good
corporate governance to positively influence the financial reporting. To
improve the integrity of financial reporting, resources should be channeled towards periodic auditing activities
for greater accountability and stronger internal control. Besides, rational and
logical board decisions yield good corporate governance to boost the revenue
and annual performance of organizations such as J Sainsbury Plc.
J Sainsbury Plc.
J
Sainsbury Plc. is one of the major supermarket and public quoted convenient
store in the United Kingdom. The organization was established in the year 1869
and currently has more than 1000 stores countrywide (Competition Commission,
2013). Approximately, the firm has 160, 000 employees. The vision of J
Sainsbury is to provide excellent services to customers at fair prices. In
return, the organization will provide the investors and other stakeholders with
sustainable and strong financial return. Improving the performance of the
supermarket chain in the United Kingdom is the core focus of the board, management, and staff. However, the strategic
management unit in the organization shall continue to develop and explore
growth opportunities in other European markets (Enriques and Volpin, 2010).
Sainsbury’s board is composed of four and six executive
and non-executive directors respectively.
Two different persons carry out the roles of chief executive and chairman
separately because their distinct roles are clearly defined in the company’s
laws (Kiel and Nicholson, 2013). The independence of non-executive directors
allows them to contribute their varied and wide experience to the board.
Furthermore, the board adheres to the provisions of the FRC’s (Financial
Reporting Council) corporate governance code in the United Kingdom in
compliance with the government’s
requirements. Economic experts in the UK widely regard Sainsbury’s adoption of
best practices as a move to reassure investors to raise their confidence.
To
ensure successful operations in the organization, the internal controls in
place at Sainsbury are effective. Already, in the year 2009, the economic
meltdown prompted the installation of
mechanisms in the organization to safeguard against potential shocks and
business risks. Moreover, on a quarterly basis, Sainsbury’s board and the audit
committee review the effectiveness of the operational mechanisms for internal
control. Yearly, The management and the board members work hand-in-hand with
the audit committee to identify, analyze, manage and mitigate prevalent risks
to maintain the positive performance of the corporation. Still, there is a risk
policy in Sainsbury communicated in all the departments and is constantly
reviewed by the internal audit committee in preparation of a report to be
shared with the board (Gramling et al.,
2014). The ability of the Sainsbury to survive the 2008 economic turbulence is
a testament to the effective risk
management and internal control systems coupled with good corporate governance.
The demonstration of resilience serves as positive news for the shareholders
because of the security of their investments. There is also an effective
remuneration policy in Sainsbury, given that in most organizations, the
director’s remuneration is linkable to their performance. However, it is
important to note that the remuneration entitlement is variable based on the
attainment of the annual targets. In this way, it is possible to align the
interests of the shareholders to those of the management and organizational
leadership.
The
main responsibility of Sainsbury’s audit committee is to monitor the
organizational integrity as reflected in the formal announcements and financial
statements related to the firm’s performance. Besides, the committee reviews
significant judgments in relation to
finances as contained in the business documents (Bushman et al., 2014). They
are entrusted to make sure that the organizational financial controls and the
systems of risk management or internal control operate efficiently. In case
some weaknesses are identified, the committee propose detailed actions to be
implemented to reverse the negative developments. Sainsbury’s committee acts to
minimize overdependence of internal auditors on external firms such as
PriceWaterhouseCoopers (PWC). For instance, during the second quarter of 2013,
the committee implemented the firm’s policy that restricts the engagement of
PWC in non-audit services of the organization. The design of this policy is
intentional to limit influence.
CHAPTER 2
Literature Review
There
are multiple models of corporate governance employed in global organizations.
The stark differences exhibited are as a result of the variety of capitalistic
structure embedded in them. According to the
study conducted by Hopt and Leyens
(2014), the Anglo-American model emphasizes on the shareholder’s interests. On
the other hand, the multi-stakeholder or coordinated model is associated with
Japan and the European nations. Mainly, this model focuses on the interests of
the managers, workers, the community, customers and the suppliers. Each of the models shows
different relationship with the internal
controls. Worth noting is that the interaction between the two is clear in all
small organizations and often extends to non-economic and economic activities. Jackson
(2011) explains the link between corporate governance and internal control but
fall short of an in-depth explanation of their effect on the economy. Owing to
this ambiguity, scholars interpret the interaction differently. However,
grasping a better understanding of internal control and how its relationship
with corporate governance can stabilize the economy calls for an understanding
of the extent of influence of organizations such the United Kingdom’s Sainsbury
(Forker, 2012). Still, owing to the vast nature of the influential factors in
the UK, the models proposed in the literature can be flawed given that each
research team formulates their concerns
and scope.
Fontrodona
and Dison (2016) argue that the agency theory is deeply rooted in economics and
entails the relationship between the parties like the management and the
shareholders. According to this theory, the shareholders expect the management
and the organizational leadership to make decisions and act in the interest of
the principal. Contrarily, it is not necessarily possible for the agent to meet
the demands of the shareholders because they have personal goals and interests
to pursue. A scenario such as this is mostly common in firms whose internal
control mechanism is dysfunctional because of poor corporate governance.
Often,
problems arise from the separation of control and ownership. If this is the
case, the agents are more likely to focus on massive high-return projects with
fixed wage and lacking the component of incentive. While it can serve as a fair assessment, separation of control and
ownership cannot minimize or eradicate corporate misconducts that are
detrimental to the economy. Cohen et al. (2012), observe that the enactors of
corporate governance policies ought to
utilize a positivist approach to control the agents using principal-made rules
to maximize the investor’s value. Indeed,
if a separation exists, the agency model is applicable in the alignment of the
managerial goals with those of the corporate owners.
According
to stewardship theory, stewards (Sainsbury’s leadership and management) maximize and protect the wealth of the
shareholders by improving the organizational performance. In turn, the stewards
optimise their utility functions (Davis et al., 2007; Muth et al., 2011).
Stewardship theory stresses the role of the managers as stewards that integrate
their goals to the organizational operations, unlike the agency theory that is
based on individualist perspective. Lastly, the stakeholder theory is centered on an individual or a group of people
that influence or are affected by the attainment of the firm’s objective. In
the case of Sainsbury, the theory suggests that the top level management serves a network of business partners, employees, and the investors or shareholders.
The Mechanisms of Internal Control
Systems
There
are multiple organizations in the UK that have wound their operations because
of lack of properly functional internal controls. Root and Grumman (2011)
observe that fraudulent activities due to selfish needs of the employees (or
because of the collusion between the management and the board) siphon resources
from the firm. In the end, the organization fails to meet its financial
obligations and to honor the demands of
the shareholders. The leadership of Sainsbury is well aware of this likelihood;
that is why it demands of the employees to observe ethical standards and to
conduct themselves with a high level of
professionalism. However, Karpoff et al. (2013) note that the demands can
hardly be realized if the internal control mechanisms are blunt. There is no
conflict between ethical behavior and
generation of financial resources for the shareholders and investors because small
firms may decide to drop their standards of ethics to deliver unrealistic
profits in the short-run, but in the long run, the organizational values will
be diluted. Eventually, the firm will lose investors trust because of the
damaged reputation as was the case for most of the business entities that
failed after the economic crisis.
There
are numerous dimensions of corporate governance in Europe. For example, the UK
Code divides corporate governance according to the remuneration of directors
and their roles, accountability, audit process, and the shareholders’ role.
According to Karpoff et al. (2013), a convex association exists between the
level of insider ownership and the proportion of the external board members in
the UK corporate internal control process. Hanford et al., (2013) says that in
most cases when there is no nominating committee or when a CEO is serving on the committee, numerous gray outsiders are appointed as compared to a
handful of independent outside directors. In governance mechanism, the structure
of the board is important.
In the contracting environment, key variables explain the
managerial ownership that includes the unobserved heterogeneity of the firm
(Hoskisson et al., 2012). Given that the audit committee are specialists in
management control, the internal audit committee system plays a significant
role in the oversight practices in the internal environment. Some of the
activities handled by internal audit committee include the appraisal of control system effectiveness by correcting the
managerial actions in line with the planned outcomes. As Walsh and Steward (2015) conclude, there is a
striking similarity between its role and the management control. Furthermore,
the internal auditors play an intermediary role between the audit committee and
the senior management, especially in discharging the oversight duties (Krishnan
and Visvanathan, 2013). The absence of
this function mandates the management to apply other regulations to assure the
board members of the functionality of internal control system. In such
circumstances, Sainsbury’s board must assess if the applied process provide
objective and sufficient assurance. Otherwise, regular appraisal and review on
the competency and functionality of internal control systems in the firm should
be considered.
CHAPTER 3
Method and Executive
The
researcher adopted a descriptive research design to investigate the existing
relationship between the governance of J Sainsbury
Plc. and the internal control system. Descriptive
research (also referred to as statistical research) describes characteristics
and data on the phenomenon or population being analyzed (Ramsey and Schafer,
2012). The structure classifies the phenomena as systematic, accurate, or
factual. The researcher surveyed J Sainsbury plc to identify the benefits of
implementation of the internal control
system as well as its role with regards to the economic prospects in the United
Kingdom. By using the descriptive research design, it is possible to analyze
the elements naturally without making adjustments to them. Besides, this
structure offers an explanation to the existent
relationship between the listed research variables.
The
study participants were sampled from the organizational workforce, consumers, shareholders and the stakeholders. Both
quantitative and qualitative secondary and primary data were applied in the
research. Regarding the primary data, the researcher gathered information
directly from the study subjects using structured questionnaires. The choice of
a questionnaire was considered because it can be administered easily (Marshall,
2005). Further, there was a need to include close-ended and open-ended
questions. The drop-and-pick method was
used in self-administration of the questionnaires. Moreover, the questionnaire
contained questions on corporate governance, internal control, and UK’s economic prospects.
Content validity is used to test the accuracy
and validity of research data collected. It is a logical analysis process that
entails a critical and careful
examination of research items in the questionnaire. The researcher sampled 5
managers from Sainsbury to fill in the questionnaires to make sure that the
content carried is valid. Reliable information used in decision making was
provided in the questionnaire, implying that it can produce similar results if
utilized by other scholars. Data reliability was confirmed by conducting a
pre-test from other small firms in the UK.
CHAPTER FOUR
Analysis of the Results
The researcher employed descriptive statistics
to assess the data and to establish the interaction between corporate
governance and internal controls with regards to the UK economy. A comparison
of the J Sainsbury plc performance over years was analyzed as well. To aid the
analysis process, Version 17 SPSS software (Statistical Package for Social
Sciences) was employed. The data analyst preferred SPSS because of its multiple
features and utilities that analyze graphical information and data to produce a
systematic outcome. Furthermore, the use
of multiple regression models was
necessitated by the need to determine the correlation between corporate
governance and internal controls (Ott and Longnecker, 2015).
Some
of the independent variables considered in the study include the board
structure (BC), the size of the board members (NX), the audit committee (AUC),
and multiple directorships (CEOD). On the other hand, the dependent variables
included the economic conditions (EC) in the UK, control environment (CE),
monitoring (M) accounting information and communication (AIC), and risk
assessment (RA).
The regression equation
for internal controls is:
IC= fn{RA, EC, CA, M,
AIC}
The regression equation
for corporate governance is:
CG=fn{AUC, NX, BC,
CEOD}
The researcher issued a
total of 45 questionnaires. For consistency and completeness, the survey
questionnaires were counter-checked and edited. Only 42 questionnaires out of
45 used in the sample were returned for analysis, a representation of 93%
response rate. On the other hand, the 3 questionnaires that were not returned
represented 7% rate of non-response. Standard deviations, means, frequency
distributions and percentages are used to present the study outcome. The mean
for corporate governance was 52.91 whereas average internal control natural log
was 6.5748
Table 1: Descriptive
statistics for J Sainsbury Plc.

Correlations
Using
the natural log to measure internal control indicated a positive correlation to
the control environment log (CE) at 0.6 with the significance of 1%. This conforms to the previous study that
suggested the negative correlation between the risk assessment and internal
control’s natural log with the significance
of 5%. The implication of the negative correlation is that internal controls
(IC) accelerated as risk assessment value decreased. Additionally, the natural
log of IC was positively correlated with all the independent variables in the
study, while fewer governance variables were related. However, their
correlations are not indicative of multicollinearity as a significant issue.

The
corporate governance variable indicated negative correlation (-0.078 natural
log) as per the attributes of corporate governance. Besides, it was
insignificant at 1% or 5% level. Early studies applied corporate governance in
explanation of internal control variations. However, it is important to note
that a risky organization has higher chances of running the risk of audit
failure (Solomon et al., 2013). Resultantly, increased audit control will
require intensive testing of the audit.
Conclusion
From
the study, it can be concluded that Sainsbury Plc incorporated multiple
parameters for use in gauging corporate governance and internal controls. The
majority of the respondents agreed that the organization (as indicated by the
averaged obtained from the inquiry) had
instituted a stronger internal control system and excellent corporate
governance measures. It is undeniable that there are numerous shortcomings in
the previous research, hence a need for cautious interpretation of the research
outcome on the role of the board of
directors in corporate governance and their attributes (Baysinger and
Hoskisson, 2011). Besides, this study confirms that a greater focus is directed
towards the financial dimensions of the organizational performance, with little
attention given to the formulation of strategies to minimize the impact of
economic recessions on the performance of the organization.
According
to the opinions of the respondents, it is true that the management gives lesser
attention for the social dimensions of the corporate performance. In this area
of study, many researchers in previous works offer conflicting information
regarding the emphasis laid on business performance while social, cultural, and
religious issues remain unexplored. Therefore, it is arguable that there is a
wider area in the field for collaborative researchers to explore and to bridge
the existing gaps. In a context such as this, corporate governance is amplified
through economic and legal institutions alterable through political processes.
It
is safe to conclude that Sainsbury complies with the provisions as recommended
by the UK’s corporate governance code, hence indicating that the business
entity has proper mechanisms in place to
protect shareholder’s interests. Actual financial reports and data from the
respondent are in support of this claim (Doyle et al., 2007). Furthermore, the
firm executes its operations in a socially responsible and transparent manner,
thus sending a positive signal to the potential investors and the existing
shareholders.
The
management of Sainsbury Plc. pays adequate attention and recognizes the independence
of internal and external auditors for effective internal control. The
recognition is important especially in improving the corporate governance and
boosting the annual performance in terms of profitability and sales revenue.
Moreover, it is the best way to make sure that the management represents the
profits accrued by the shareholders. The study participants’ voluntary
disclosure indicates that Sainsbury’s reputation is highly regarded by the
workforce, the management, and the board. It is because of this reason that the
firm performs positively even in times of economic crisis.
The
leadership should neither sustain nor consider internal control and
organizational governance independently because a business entity that lacks
efficient internal control mechanisms and effective long-term leadership view
is not sustainable. The findings of this study further challenge the academics
and managers given its practical and theoretical implications. In retrospect,
this research represents a step forward in the business and economic field.
Despite the fruitful insight of this research, especially on the link between
internal controls and corporate governance interfaces in the UK with respect to
the economy, the paper admittedly has several limitations. Therefore, the
future researchers should focus on internal control and the impact of the
economic performance in a banking sector because of its sensitivity.
Recommendations
From
the study, Sainsbury practices good corporate governance because of the enhanced internal control system. However, it
will be more interesting and beneficial if this practice is linked directly to
the corporate performance index and the economic conditions. While the study emphasizes on the internal control measures for
corporate governance, it is unclear how other small firms in the sector should
monitor the operations exclusively to avoid overindulgence on corporate
governance to a level where the organizations start exhibiting instances of
negative efficiency.
Corporate
governance is good for medium size corporations and start-ups, though most of
them reconsider the policies only when the firm is on a brink of collapse due to economic shocks. Beyond the
organization, it is recommendable that the UK government should create a
central regulatory organ to enhance internal control and corporate governance
guided by specified code of ethics to prevent instances of shareholder
uncertainties in the case of poor
economic performance (Jensen, 2013).
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