The term "corporate governance" was once used to indicate a set of thoughts which were often viewed as optional: being indicative about ideas such as "best practice" and other phrases opened to several clarifications. Since those days, the term has developed to become much more rooted in corporate realization it infers a loyalty to generally accepted good standards of practice and control. In a setting where accountability is of increasing performance, where duties are arranged into statute, corporate governance is an essential part of everyday controls a company's board and management. It is very difficult to define corporate governance as a universal definition as it varies from country to country. Countries differ from each other in terms of culture, legal systems and historical developments (Ramon, 2001). The first corporate governance report was issued by Sir Adrian (Cadbury 1992) this is a broader view of the concept, that today it is still the classic definition; "Corporate governance is the system by which companies are directed and controlled. Boards of directors are responsible for the governance of their companies. The shareholders' role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance structure is in place. The responsibilities of the board include setting the company's strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to shareholders on their stewardship. The board's actions are subject to laws, regulations and the shareholders in general meeting. According to (Cochran and Wartick, 1988), corporate governance is an umbrella term that covers many aspects related to concepts, theories and practices of boards of directors and their executive and non-executive directors. It is a field that concentrates on the relationship between boards, stockholders, top management, regulators, auditors and other stakeholders. Australian Standard, 2003, defines corporate governance as the process by which organizations are directed, controlled and held to account. This implies that corporate governance encompasses the authority, accountability, stewardship, leadership, direction and control exercised in the process of managing organizations. FRC, 2012 defines the purpose of the corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long term success of the company. There is numerous definitions of Corporate Governance which has indeed helped in the management and flow of processes and structures of organisations and how they must be directed and controlled. In addition to the definitions illustrated above, my assignment is based on Tesco's PLC as while reviewing their companies annual report and recently news scandals there is three key issues of poor corporate governance: 1. Accounting scandal 2. The Board 3. Relationships between tesco's and suppliers Tesco's PLC is an international retailer and the largest grocery chain in the UK with over 500,000 colleagues and 6,784 stores worldwide. It operates in 12 markets globally providing a large amount of food products and non-food products as well as retail services. Tesco's have been in the news quite recently regarding a huge issue on their accountancy, Tesco board have admitted that it had overstated its guidance for half-year profit forecast by £250m where they initially booked a trading profit of 1.1 billion, only to retract the statement and further on disclose that the figures should have been £850 million, they overstated nearly 25%. Over 2 billion has been washed off the value of Tesco's after an alert from a whistle-blower that payments from suppliers where being mis-booked and business costs were being marked over, the Chief executive states in a recent interview with the telegraph, that the discovery of the overstatement of the profits in August was due to the "accelerated recognition of commercial income and delayed accrual of costs". (Ruddick, 2014) While researching why misstatements occur I came across (Dechow et al 2011) who sta