Tesco Accounting Cases
Tesco Accounting Cases
DOI :
10.15533/sdm/2016/v7i1/90217
Abstract
This case study explores what went wrong in Tesco that resulted in the fraud of accounting misstatements of
the magnitude of £263 million, why the fraud remained undetected over a number of years, which resulted in
catastrophic consequences for both Tesco and its stakeholders. Furthermore, it highlights the lessons learnt from
this debacle in Tesco, with focus on enterprise risk management, change management, corporate governance,
materiality of transactions from accounting perspective, auditors’ independence, sound accounting practices,
internal controls and, employees’ incentives policies. Finally, while the ultimate price of these scandals is paid
by the society at large - particularly stockholders who put their hard earned savings in these institutions just on
the basis of their trust on them – and while such scandals are often attributed to gaps in internal controls and
auditors’ negligence, this study concludes that, whatever controls are put in place or whatever accounting and
reporting standards are set, if the people who are the part of system themselves decide to bypass the control
systems, it is next to impossible to prevent such fraudulent activities. This case study has been prepared for
educational purposes based on public available sources such as newspapers, magazines, websites and other
referred articles.
*Email: profgagan@gmail.com
10 Gagan Kukreja
Tesco Accounting Misstatements: Myopic Ideologies Overshadowing Larger Organisational Interestsand Sanjay Gupta
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2012 Tesco exited the U.S. market, which cost £1.0 bil-
lion (The Wall Street Journal, 6 December 2012).
The company started to lose market share. Philip
Clarke was criticized for allowing Tesco to lose
its reputation as the cheapest of the “Big 4” UK
supermarkets, a title that it lost to ASDA. “Hard
discounters” such as Aldi and Lidl were increasing
their market share drastically and more upmarket
retailers such as Waitrose also were gaining mar-
ket share. (BBC News, 19 January 2015)
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2014 On September 19, the General Counsel briefed the
Chairman and CEO about the potential mis- statement in
profits.
As per the audited financial statements of Tesco for the year 2014-
15, the total overstatement of profit before tax for the year ended
22 February 2015 was £53 mil- lion and a total overstatement for
the years prior to that was £155 million. (Tesco Annual Report,
2015, p. 77, Independent Auditors’ Report)
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• Buy one, get one free promotions. million which Tesco was demanding and L’Oreal had disputed.
• Return of expired goods and allowance for shrink- (BBC News, 19 January 2015)
age.
• Late delivery penalties.
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The former Chief Financial Officer of • Shares in Tesco fell to their lowest level in 11 years
Tesco, Laurie McIlwee, sent an internal on the initial announcement of the accounting error/
email in 2012 warning employees about misstatement. This meant that the market capitaliza-
weaknesses in the company’s finan- cial tion of Tesco had almost halved in the space of a
controls after a problem was discovered year (The Telegraph, 24 October 2014). The impact
in its Polish business. The email told of Tesco stock falling in value is significant to many
finance staff: “You should be in no doubt people in the UK as Tesco was a share that many
as to the seriousness [of] miss- pension funds and mutual funds invested in.
declarations” and said that accounting for • Profits for the six months ending on the 23rd August
profits early was forbidden “where [the 2014, which were announced on the 23rd of October
profits] cannot be justified”. (BBC News, 2014, were down 91.9% to £112 million versus £1.3
19 January 2015) billion a year earlier. (The Telegraph, 24 October
2014)
During the 2013/14 year-end audit, PwC
had raised questions about “Commercial
Income Accounting”. They enquired how
this income from commercial deals from
suppliers was recognized (Business
Insider,
2 October 2014). This enquiry was the
third time that they had raised this issue
with Tesco, but the com- pany’s audit
committee had concluded that this area
was not a problem. Senior staff at Tesco
was highly incentivized to meet targets
and this incentive struc- ture may have
motivated them to manipulate figures to
meet targets.
6. The
Afterm
ath
The overstatement of profit has had a
substantial impact on Tesco, which was
already suffering due to falling sales
and profits. The following summarizes
the aftermath of the discovery of the
accounting error/ fraud:
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• The continued fall in profits at Tesco also had an Tesco was a huge mistake and
impact on the UK Treasury as Tesco was one of the announced that he
largest corporate taxpayers in the UK.
• Eight top executives were suspended (The
Telegraph, 14 October 2014). Four executives
remained suspended, one was reinstated and three
left the company. At the time of writing, the entire
top management team in Tesco has been replaced
with a new team.
• An investigation covering the four past accounting
years was initiated by Tesco, who appointed Deloitte
and Freshfields Bruckhaus Deringer for this task
(The New York Times, 14 October 2014).
• Tesco also notified the Financial Conduct Authority
(FCA), which indicated that Tesco may have sus-
pected foul play (BBC News, 22 September 2014).
On the 23rd of October, 2014 the Deloitte/Freshfields
investigation concluded that supplier payments had
been “pulled forward or deferred” in a manner that
was contrary to Tesco accounting policies. Further,
the investigation found that there had been “similar
practices in prior reporting periods” and that the sums
“pulled forward grew period by period”. The inves-
tigation found that the total overstatement was £263
million. Of that shortfall, £118 million related to the
first half of 2014, with an additional £145 million
relating to the past two years (Accountancyage.com,
23 October 2014). However, following further inves-
tigation these estimates have been revised. As per the
revised estimates from Tesco’s financial statements
for the year 2014-15, a total overstatement to profit
before tax of £53 million was for the year ending
22 February 2014 and a total overstatement of £155
million was for the years prior to that. (Tesco Annual
Report, 2015, p. 77, Independent Auditors’ Report)
• The Serious Fraud Office (“SFO”) has commenced
a criminal investigation and hence, the FCA has sus-
pended their investigation. The SFO investigation
could take several years. The SFO has the ability
to prosecute individuals as well as companies (The
Telegraph, 29 October 2014). Later on, the SFO
announced that they also would investigate key
suppliers of Tesco. (The Telegraph, 20 December
2014)
• Warren Buffet conceded that his investment in
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intended to sell his shares. Such a statement from an individual
of Buffet’s reputation might have had a huge impact on a
company’s reputation and value. Warren Buffet reported to his
shareholders a loss of
£287.6 million from the sale of his Tesco stock. (The
Guardian, 1 March 2015)
• The Chairman of Tesco, Sir Richard Broadbent, stepped down on
October 22, 2014 (Financial Times,
23 October 2014).
• On November 25, 2014 it was reported that a UK law firm,
Stewarts Law, was soliciting Tesco share- holders to participate
in a lawsuit against the retailer following the accounting scandal
that had wiped billions of pounds off the company’s stock market
value. (The Guardian, 25 November 2014)
• On December 22, 2014, the Financial Reporting Council (“FRC”)
announced that it would investi- gate the “preparation, approval
and audit” of Tesco’s financial statements by PwC during the
financial years ending in 2012, 2013 and 2014. The FRC also
indicated that its investigation would cover “con- duct in relation
to matters reported in the company’s interim results” for the first
half of the current finan- cial year. The FRC has the power to
issue unlimited fines to individuals or firms to suspend them
from professional accountancy bodies. As part of the
investigation, the FRC will consider whether it should take
regulatory action. (Financial Reporting Council, 22 December
2014)
• Both PwC and Tesco have announced that they will fully
cooperate with the FRC’s investigation. This investigation is
expected to take around one year.
• On October 31, 2014, the rating agency Moody’s warned Tesco
that its debt could assume “junk” rating if it did not outline
realistic plans to cut bor- rowing and improve trading results.
(Reuters, 31
October 2014)
• Over the past few months, various reports have indicated that
Tesco is likely to dispose off some of its non-core businesses
including its mobile phone division and its data analysis
operation. For example, Tesco has sold its video streaming ser-
vice Blinkbox to Talk Talk. Now it is in talks with the bankers
for selling its mobile business. (Retail Week, 11 May 2015 &
Tesco Annual Report, 2015, p. 77, Independent Auditors’ Report)
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The fact that the whistle-blower Tesco were measured by meeting targets and highly
considered it necessary to raise this issue incentivized to meet the same; this incentive structure
via the General Counsel is a concern in also acted as motivation to manipulate figures.
itself as this indicates a lack of trust
within the com- pany (Irish Times, 23 Beside the above facts, there have been various busi-
September 2014). ness decisions that Tesco’s management had been
taking in the years preceding the detection of this
It has been a common factor in most financial reporting fraud which demonstrate the man-
financial report- ing frauds - be it agement’s reluctance to adapt to the rapidly changing
Satyam, Enron or WorldCom - that the circumstances in the internal and external environment.
beginnings are small and then gradually Some such business decisions that proved to be grossly
take gigan- tic proportions similar to a miscalculated are:
balloon being inflated and then bursting
when it is unable to withstand the
pressure. This is evident from various
early warning signs that the Tesco’s top
management found it con- venient to
ignore; for example, an internal email of
Tesco’s CFO Laurie Mcllwee in 2012
warning the staff about the seriousness of
miss-declarations as well as repeated
mention by PwC to the audit committee
about the risk in recognition of
commercial income in the financial
statements. These examples also throw
into limelight another related issue that
needs to be consid- ered: whether it is the
perpetrator of fraud that is more
responsible or the one who is in a
position to prevent the fraud and
knowingly does not take any action until
the situation gets out of hand.
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• Entry into the USA was not properly thought out. Management change needs to be
Tesco has been criticized for miscalculating the carefully planned and managed,
market and failing to cater to American tastes. particularly when such a change involves
• Tesco continued to open large, out of town stores and replacing key executives. Before
failed to adjust for changes in UK shopping habits the accounting
of shopping more frequently at convenient locations
as well as increase in online shopping.
• Tesco diversified into many businesses, e.g. banking,
mobile network, movie streaming and restaurants
and consequently lost its focus on its core business,
being grocery retailers. This also resulted in it los-
ing its place as being the cheapest of the “Big 4”
retailers.
• On trying to respond to loss of market share, Tesco
started refurbishing its larger stores and adding
more amenities such as coffee shops and restaurants.
Arguably, this change did not result in an adequate
return on investment.
• Tesco reduced the level of rewards provided as a
part of its Club Card, which appeared to be a mis-
take, considering that its loyalty program was one of
its biggest success stories.
• From a cultural perspective, Tesco became increas-
ingly aggressive in trying to meet its earnings
forecasts at a time when its profits were falling.
This aggressiveness may have encouraged unethical
behaviour by staffs who were trying to meet targets.
8. Lessons Learned
8.1 Enterprise Risk Assessment
Good audit committees (and the auditors) need to focus
on key enterprise risks. Enterprise risks may not all
impact the financial statements of the company, but as
far as they do, these should be monitored by the audit
committee and taken into account by the external audi-
tors during audit planning. Furthermore, enterprise
risks are dynamic. For example, five years ago, Tesco
was not facing intense competition from “hard dis-
counters”. Therefore, such risks should be subject to
regular review.
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scandal, significant change had occurred within the ranks of
Tesco’s top management. As part of any man- agement change, an
organization should do a “stock take” of where it stands and the
situation that is being passed on to the new management. This
approach makes it easier to ensure that new management does not
inherit any surprises.
8.3 Materiality
According to the last Tesco audit report for 2014-15, materiality
was £150m, with no individual error of more than £118 million.
Also, as per the audited finan- cial statements of Tesco for the
year 2014-15, the overstatement of profits has not been considered
mate- rial from the financial reporting perspective. (Tesco Annual
Report, 2015, p. 77, Independent Auditors’ Report)
Although the accounting error may not have been material from an
accounting perspective, the error was certainly material to investors
and other players in the financial markets, with Tesco losing
billions in value with a resulting downgrade of Tesco’s credit
rating. Additionally, the negative publicity will take time to
overcome. Materiality is normally a monetary value based upon a
key item such as turnover, profit or assets. Perhaps, it is time that
materiality also be defined in qualitative terms, taking into account
investor and public confidence.
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of auditors. Sarbanes-Oxley Act in the United States • There are changes needed in the entire area of financial
of America requires rotation of lead partner every five accounting and reporting such as fewer
years. Some of the large companies including Unilever,
HSBC, Shell, Diageo and Sainsurys had been replacing
their external auditors’ recently. This action of replac-
ing ones auditors has been encouraged by the Tesco
situation.
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complexes, more intuitive and more to achieve results in line with market expectations.
understandable GAAP, and these Incentives need to be aligned on the basis of a “balanced
should be clearly interpreted and scorecard” with zero tolerance of aggressive accounting
consistently applied. measures to achieve financial results.
• Better and pragmatic auditing
standards are needed, especially in the 9. Remedial Measures being taken by
areas of revenue recognition,
TESCO
accounting estimates, allowances and
reserve and loss accruals. Furthermore, Major structural changes have been initiated in Tesco,
organizations need to develop clear which include: overhaul of management structure and
guidelines as to how these standards a new management team, reduction in capital spend-
are applied and external auditors ing, moving out from non-core businesses, greater
need to ensure that these are applied focus on ‘cost prices’ than on ‘commercial income’, a
as part of the annual audit and interim
reviews.
• Unduly complex transactions need to
be avoided as far as possible. Where
such transactions are inevita- ble, the
company needs to strictly define and
monitor the treatment of such
transactions.
• A strict code of conduct and “whistle-
blowing” process needs to be put in
place in any large orga- nization. The
fact that a concerned senior member
of the accounting department had to
raise their con- cerns to the Legal
Counsel rather than directly to the
Audit Committee, the CFO or the CEO
is concern- ing. A proper “whistle-
blowing” process may have meant that
the accounting error would have been
detected sooner.
8.7 Employees’
Incentives Policies
There are some causes that may
encourage accounting irregularities to
develop such as the value of performance-
based compensation, especially the value
of options, bonuses and other variable
compensation awards, for the CEO and
CFO and other senior management. These
cre- ate a great temptation to manage
earnings, set unrealistic revenue and
profit targets and manipulate accounting
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10. Conclusion
Preventing financial statement misstatement fraud
is like preventing sin. There always will be male-
factors, but financial fraud can be minimized and
its effects can be reduced if there are controls and
checks and balances in place to detect and prevent it.
It is self-evident that all financial frauds start small,
and then grow bigger and bigger, until they cause sig-
nificant harm to the investors and other stakeholders.
Experiences, based upon investigation and analysis of
many frauds, demonstrate that adequate internal con-
trols are a better preventative measure than effective
auditing.
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The ultimate price of these scandals is paid by the soci- ety at large,
particularly stockholders, who put their hard earned savings in these
institutions just on the basis of the trust on them. However,
whatever controls are put in place or whatever accounting and
reporting standards are set, if the people who are the part of sys-
tem themselves decide to bypass the control systems, it is next to
impossible to prevent the frauds like Tesco.
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newsbysector/epic/tsco/11161452/Tesco-suspends-three-
more-executives.html
The Telegraph. (20 December 2014). Retrieved 20 July, 2015,
from http://www.telegraph.co.uk/finance/newsbysector/
epic/tsco/11305170/Tesco-suppliers-dragged-into-SFO-
investigation.html
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25 Gagan Kukreja
Tesco Accounting Misstatements: Myopic Ideologies Overshadowing Larger Organisational Interestsand Sanjay Gupta
25
epic/tsco/11187395/Tesco-shares-hit-11- boards in a num- ber of international referred journals.
year-low-as-as- retailer-hit-by-double- He presented many papers in international conference
whammy.html organized in US, Singapore, India, and Bahrain and
The Telegraph. (29 October 2014). so on. Native to India, Gagan attended the
Retrieved 20 July,
Chaudhary Charan Singh University, Meerut, India
2015, from
where he finished his bachelor, master and doctorate.
http://www.telegraph.co.uk/finance/
He was awarded Junior Research Fellowship from
ne wsb ysecto r/ep ic/tsco / 111 95 37 6 /
Tesco -to -b e- investigated-by-Serious-
University Grants Commission, India. He also holds
Fraud-Office.html various professional qualifications such CPA (US),
The Wall Street journal. (6 December ACCA (UK), CMA (US
2012). Retrieved 2 & India), and CIA (US). Dr. Kukreja’s research inter-
July, 2015, from est is in the area of financial accounting with a focus
http://www.wsj.com/articles/SB100014 on corporate disclosure, earnings management, foren-
24127887324640104578160 sic accounting and corporate governance. He can be
514192695162
contacted at gkukreja@ahlia.edu.bh or profgagan@
This is money. (8 May 2015).
Retrieved 21 July, gmail.com.
2015, from
http://www.thisismoney.co.uk/money/
markets/article -307 3878 /Tesco -
emb ro iled -ro w- hundreds-thousands-
employees-plans-make-savage- cuts-
pays-pensions.html
About the
Author(s)
Dr. Gagan Kukreja is Associate
Professor of Accounting in Ahlia
Universtiy as well as Director
(Professional Development), Bahrain
Overseas Centre of Institute of Cost
Accountants of India. He is also
Treasure of Bahrain Chapter of Certified
Fraud Examiners. He has over 18 years of
experience in uni- versity teaching. He is
actively giving training to CA, CPA,
CMA, CIA and ACCA students. Dr.
Kukreja is qualified doctorate supervisor
of Brunel UK. He is on International
Review Panel of Pearson Education. He
is organizing team member in various
local and inter- national conferences. He
chaired various technical sessions of
international conferences as well. He
also serves as a member of the editorial
www.sdmimdjournal.in
www.sdmimdjournal.in
| Vol| 7Vol
| Issue
7 | Issue
1 | March
1 | March
20162016 SDMIMD
SDMIMD
Journal
Journal
of Management
of Management
| Print
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ISSN:
ISSN:
0976-0652
0976-0652
| Online
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ISSN:
ISSN:
2320-7906
2320-7906
26 Gagan Kukreja
Tesco Accounting Misstatements: Myopic Ideologies Overshadowing Larger Organisational Interestsand Sanjay Gupta
26
Sanjay Gupta is an experienced chartered accountant USA. He has over 25 years of rich and in-depth post
from the Institute of Chartered Accountants of India. qualification experience in diverse facets of financial
He is also a Certified Internal Auditor (CIA) from the operations, auditing and risk management. He is resi-
Institute of Internal Auditors, USA, and a Certified dent of the Kingdom of Bahrain since the year 2007 and
Information Systems Auditor (CISA) from ISACA, currently employed with the Central Bank of Bahrain
USA and Professional Risk Manager from PRMIA, (CBB) as Head of Reserve Risk Control.
www.sdmimdjournal.in
www.sdmimdjournal.in
| Vol| 7Vol
| Issue
7 | Issue
1 | March
1 | March
20162016 SDMIMD
SDMIMD
Journal
Journal
of Management
of Management
| Print
| Print
ISSN:
ISSN:
0976-0652
0976-0652
| Online
| Online
ISSN:
ISSN:
2320-7906
2320-7906