Comprehensive Analysis: Microsoft Corporation Governance and Risk

This report provides a comprehensive analysis of Microsoft Corporation's corporate governance, internal controls, and risk management practices. It begins by defining corporate governance and its relationship to risk management, referencing stakeholder theory and the Cadbury report. The report emphasizes the importance of internal controls in mitigating risks, ensuring regulatory compliance, facilitating external reporting, preventing fraud, and fostering a strong organizational culture. It then discusses the requirements of the Turnbull report and international corporate governance regulations, highlighting differences between countries and their impact on Microsoft. The analysis includes an examination of Microsoft's internal control systems, leadership structure, and effectiveness, concluding that Microsoft has adopted rules and regulations to strengthen its corporate governance procedures. The report also covers ownership structure and the role of the board of directors in ensuring effective governance and risk management within the company.

Running head: ANLYSIS OF MICROSOFT CORPORATION GOVERNANCE 0
Analysis of Microsoft Corporation Governance
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ANLYSIS OF MICROSOFT CORPORATION GOVERNANCE
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Corporate Governance and Internal Control
The objective of this report is to evaluate corporate governance and its close relationship with
risk management in an organization. The paper critically analyses Microsoft Company internal
controls and other corporate governance procedures. The paper discusses definition of corporate
governance and the association with risk management. The report then argues the importance of
internal controls and the requirements of regulations. A discussion of international corporate
governance regulations, the differences between countries and impact of these differences on
Microsoft Company follows. The report concludes by highlighting the findings on how
Microsoft Corporation has adopted rules and regulations to strengthen its corporate governance
procedures.
Corporate Governance and risk management
Corporate governance is the management of relationships between a company and its
stakeholders as interpreted from a stakeholder theory viewpoint. This a broad view and goes
beyond from the shareholder theory perspective which views corporate governance and
management of relationships between a company and its owners (Tricker, 2015). According to
the Cadbury report (1992), corporate governance is a structure by which a corporation is directed
or controlled (The Committee on the Financial Aspects of, 1992). Corporate governance has also
been defined as a set of mechanism both institutional and market-based which influences the
decision of making of a firm with a goal maximizing the value of capital providers to the firm. In
other words, corporate governance reduces the risk of the management acting against the interest
of shareholders or tries to solve the agency problems between management and owners of capital
(Shleifer & Vishny, 1997).

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Whereas the corporate governance is concerned with assuring the providers of capital to the
firm that they can get a good return on their investment risk management is concerned about
minimizing probabilities of loss or failure. There is a relationship between the risk and return,
which is positive and hence corporate governance, and risk management both tries to protect the
interest of shareholders and other stakeholders by maintaining an acceptable risk limit to
minimize downward and at the sometimes maximizing upward return (Price, 2018).
Importance of internal control and the requirements of regulations
Internal control is any policy, behavior, procedures, and the task is taken by management
to enable effective and efficient response to any risk whether it is; operational, financial,
business, legal or any other risk that an organization may face (Brennan). The following are the
specific importance of internal control;
The internal control system is important in the management and mitigation of risks. The internal
control system assists management in the identification of possible risks, understanding of the
risks, measurement of risk and management of these risk to reduce the organization overall
exposure to risks. For example, internal controls help management in identification of areas with
high risk or weaknesses, and in doing so management is able to plan well on reducing the
likelihood of failures.
Internal control improves compliance of organization to the applicable regulatory and legal
framework. An internal control system ensures that all regulatory and legal requirements are
meet and hence reduces the legal risks associated with non-compliance. This also improves the
relationships between an organization and other stakeholders such as the government, regulatory
authorities, suppliers, customers among others.

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Internal controls facilitate effective external reporting. The internal controls mechanisms
significantly reduce the risk of material financial reporting misstatements. Moreover, the internal
controls provide assurance that the financial reports represent a true and fair view of a company
financial position and performance. Strong internal controls such as reconciliation of account
support the financial reporting by detecting any material misstatements.
A strong internal control system prevents and detects fraud and errors. Internal control aspects
such as secretion of duties, internal check, and audit reduce the possibility of fraud and errors,
the internal control ensures that any error in financial accounting is identified and corrected
while at the same time tries to detect any fraud. This internal control procedure increases
awareness among the involved parties that fraud and errors will be detected and hence
discourages any such behavior (Zhang, 2016).
Internal control systems assist an organization in developing corporate practices and culture. The
existence of a strong internal control system will shape the behavior of employee by encouraging
due diligence, care, and integrity. When this behavior is maintained for long periods, it develops
into a traditional practice and an organizational culture.
Good internal controls foster effective and efficient operations that reduce wastage (SVA
Certified Public Accountants). Effective internal controls ensure that operations are done in a
procedural way that is economical and effective. Effective operations ensure the quality of
products and services offered (Mahadeen, Al-Dmour, Obeidat, & Tarhini3, 2016).
Internal control systems also support management assertions and safeguard the asset and interest
of the firm (AICPA). For example, physical control such as an authorization ensures that assets
including important information are protected from misappropriation or access to unauthorized
persons.

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The regulatory requirement of Internal controls (Turnbull report)
Turnbull combined code guidance was developed between 1999 and 2005 to guide companies in
implementing the requirements of the combined code of best practice. A committee by the
Institute of chartered accountant of England and Wales developed these guidelines, and the
committee chaired by Nigel Turnbull hence the Turnbull report. The following are regulation
requirements of the combined code guideline;
Maintenance of a sound internal control system- Management board/directors is mandated to
uphold a comprehensive and effective internal control system. The guideline on the combined
code of best practices states that the management board should put in place suitable policies on
internal control and regularly seek assurance that will allow it to satisfy itself that the internal
control system is effective. The Code requires the board of directors to guarantee that the internal
control system is effective in managing the specified risks in the manner, which it has stipulated
(Page & Spira, 2004).
The Code also requires the board of directors to review the effectiveness of the internal control
system at once in a financial year and disclose that it has done the review to the shareholders.
The review of effectiveness should cover all the functional areas of the system such as financial,
compliance operational and other risk management systems (FINANCIAL REPORTING
COUNCIL, 2005).
The companies registered and listed in the UK are required by the code to provide the following
items in their annual reports. A disclosure of how the listed company has applied the code’s
principles as specified in section 1 of the combined code and in a way which is easy for the
shareholders to understand how the code has been applied. The listed companies are also
required to provide a compliance report stating how it has complied to the combined code

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requirement if it has or the reason for non-compliance and the specific areas of non-compliance
if it has not fully complied.
The international corporate governance regulations and the differences that exist between
different countries;
Corporate governance practices or code are different in different countries due to several factors
affecting eternal business environment which includes; political factors, legal and regulatory
factors, socio-cultural factors, efficiency and development of capital markets and reliability of
accounting frameworks. The international corporate governance objective is not significantly
different among the countries as it based on the optimization of shareholders value and to an
extent the value of other stakeholders. Following is an analysis of differences and comparison of
corporate governance practice in the selected major world economies based on both internal
mechanism and external mechanism.
Internal mechanism
This compromises the structure of management and ownership of the company.
a) Management structure /board of directors
In most countries the management of companies is led by a board of directors, however,
differences exist in how the management board of directors is composed or structured. In the UK
and USA, there is a unitary system of the board of directors while in Germany and Austria the
structure is a two-tier model (Larcker & Tayan). The model of the board is a legal requirement in

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some countries such as Germany while others it is optional for example France (Denis &
McConnell, 2003).
Another difference in management structure regarding the corporate governance issue is the
enactment of the corporate governance for example in UK corporate Governance code of best
practice is a legal requirement while in the US the implementation of the code of governance and
specification of the code is a choice of the board of directors.
b) Ownership structure
Some countries restrict foreign ownership of companies, for example, China while others do not.
Studies also indicate that there are significant differences in ownership and control, for instance,
public shareholders in Germany voting is some way limited compared to the US and UK markets
(Larcker & Tayan). Another difference is the concentration of the ownership in UK and US there
is less concertation of ownership and control is market-based as opposed to Germany and Japan
where ownership is concentrated and banks have greater control in the management of the
businesses (Denis & McConnell, 2003).
External mechanisms
These include factors such as regulatory system, market control, and efficiency of capital
markets. In some countries, companies are highly regulated for example US, European countries,
Japan among others while some countries such Brazil and underdeveloped countries regulation
are low or non-existence. In China, the government controls most of the resources including
companies and other minority owners have limited control.
High market control and hostile takeover threats exist in some countries for instance in the UK
and the USA however in a country like Germany there has been low threats hostile take-overs.

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Developed countries such as UK, Germany, Japan, France, and the US have developed capital
markets which are efficient and corporate governance performance is reflected in the stock and
bond markets.
Critical analysis of Microsoft Company With respect to internal control;
Microsoft Corporation is a Richmond (WA. USA) based multinational technology
company that develops licenses, distributes, and services a range of products and services
including software applications, mobile devices, and cloud computing solutions (Reuters, n.d.).
The Microsoft company albeit not based in the UK has complied with the Turnbull guideline on
combine code of best practice because they have put in place an effective system and have
disclosed that they reviewed the system and the management was satisfied that the inter controls
were effective.
Leadership-The Microsoft Corporation has a capable board of director comprised of
leading professionals mostly the CEO of other large organization, which provide leadership to
this company. Under the board of director is team of management professionals from different
academic fields that overseeing the implementation of Microsoft strategic plans led by the CEO
Satya Nadella. The board has provide leadership over development and implementation of
policies and procedures that facilitate effective and efficient control and management of risks.

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Also an audit committee provides further check and enhances the effectiveness of the system of
internal control.
Effectiveness-Microsoft Corporation states that the management has put in place
effective control and procedures. Moreover, they have evaluated and made a disclosure as
required by the exchange act rule of United States 13a-15b as at the conclusion of the reporting
period (Microsoft, 2017). The company reports that the CEO and CFO were satisfied with the
evaluation of the effectiveness of the controls and procedure. The company also indicates that
there no significant change in its internal controls were made in the financial year 2017 that
would reasonably affect the effectiveness of controls and procedures (Microsoft, 2017). The
management claims that it implemented the system of internal controls evaluation to guarantee
they have we have sufficiently appraised their contracts and accurately evaluated the effect of the
new revenue recognition and leases accounting standards on their financial reports to enable the
adoption on July 1, 2017. The company does not expect substantial changes to their system of
control and procedures over the accounting because of adopting the new accounting standards
(Microsoft, 2017).
Accountability- management of Microsoft Corporation has accepted the responsibility
that they are accountable for instituting and upholding an internal control and procedure system
that is effective. The Microsoft management claims that their system of internal control over
financial accounting is effective and can offer sound guarantee concerning the dependability of
their financial statements information to external users according to the prescription of the
USGAAP.
Remuneration –the company has executive incentive plans that provide stock-based
compensation to senior executives as a reward. This plan motivates the directors to work in the

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best interest of increasing shareholders value. The other Microsoft employees are also rewarded
with stock-based compensation to motivate them. The company is fair to it employee and
compensate them well for their services and loyalty to the organization.
Shareholders-Microsoft Corporation respects the right of shareholder by ensuring that
the company information is well communicated to them or is available, in good time and form
that is easy for them understand and help them in decision-making are suggested by principle of
good governance (ASX Corporate Governance Council, 2007). The company also arranges an
annual general meeting every year.
Effect of differing International rules and regulations on Microsoft Company;
The product and services offered by Microsoft corporation do not necessarily require the
physical presence of Microsoft in the international markets they are offered. However, some
rules and regulation in some markets, for example, Europe, which relates competition and laws
regulating security and integrity of personal information and privacy may affect operations
Microsoft Corporation in such markets. The company operations can also be hit internal
regulations relating to trade, for example, in case trade war escalation between the US and China.
Strategic acquisitions by Microsoft can be limited by differing regulation in foreign countries
such as China, which limit foreign ownership of companies.
With a significant amount of revenues being generated outside the USA, Microsoft Company
faces a major risk in case of trade wars escalation, change in regulation and rules that may affect
its revenue generation in those countries.
Conclusion
Microsoft Corporation has adopted rules and regulations to strengthen its corporate
governance procedures. For example, the company complies with exchange act rule of the US

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13a-15b, on disclosing evaluation of the effectiveness of the internal controls. The company also
provided an audit report from the external audits to comply with rules and regulations.
Additionally, the financial statements are prepared in accordance with US GAAP. The
management has put in place effective controls and procedures that provide reasonable assurance
to the external user that the statement presents a fair and true view of Microsoft transactions. As
recommended by practices of good corporate governance, Microsoft Company has provided the
names and professions of its board members (Edkins). The Microsoft corporation management
board, have the ideal skills require in management and leadership which an important factor in
the management of enterprise risk (Kirkpatrick, 2009). Corporate governance is an important
determinant in the management of risk and overall success of a firm.
References
AICPA. (n.d.). The importance of internal control in financial reporting and safeguarding plan
assets. Retrieved from AICPA:
https://www.aicpa.org/content/dam/aicpa/interestareas/employeebenefitplanauditquality/
resources/planadvisories/downloadabledocuments/plan-advisoryinternalcontrol-hires.pd
ASX Corporate Governance Council. (2007). Corporate Governance Principles and
Recommendations with 2010 Amendments. ASX Corporate Governance Council.
Brennan, N. M. (2000, June). Turnbull puts Risk Management to the Top of Corporate Agendas.
Irish Business Law,, III(3), 57-61.
BREZEANU, P., ESSAWI, M. S., POANTA, D., & BADEA, L. (2011). Does Corporate
Governance Impact Risk Management System? . Theoretical and Applied Economics, 49-
64.
Denis, D. K., & McConnell, J. J. (2003). International Corporate. Journal of financial and
quantitive Analysis, 1-56.
Edkins, M. (n.d.). INTERNATIONAL CORPORATE GOVERNANCE PRINCIPLES. London:
Hermes.
FINANCIAL REPORTING COUNCIL. (2005). INTERNAL CONTROL REVISED GUIDANCE
FOR DIRECTORS ON THE COMBINED CODE. London: FINANCIAL REPORTING
COUNCIL.
Kirkpatrick, G. (2009). The Corporate Governance Lessons from the Financial crisis. Financial
Market Trends, 30.

ANLYSIS OF MICROSOFT CORPORATION GOVERNANCE
11
Larcker, D. F., & Tayan, B. (n.d.). International Corporate Governance. Stanford Graduate
School of Business:Corporate Governance Research Initiative, 1-20.
Mahadeen, B., Al-Dmour, R. H., Obeidat, B. Y., & Tarhini3, A. (2016). Examining the Effect of
the Organization’s Internal Control System on Organizational Effectiveness: A Jordanian
Empirical Study. International Journal of Business Administration , 22-41.
Microsoft . (2017). Annual Report 2017. Richmond: Microsoft .
Page, M., & Spira, L. F. (2004). The Turnbull Report, Internal Control and Risk Management:
The Developing Role of Internal Audit. The Institute of Chartered Accountants of
Scotland.
Price, N. J. (2018, February 21). Relationship Between Risk Management and Corporate
Governance. Retrieved from Diligent: https://diligent.com/blog/relationship-risk-
management-corporate-governance
Reuters. (n.d.). Microsoft Corp. Retrieved from Reuters:
https://www.reuters.com/finance/stocks/overview/MSFT.O
Shleifer, A., & Vishny, R. W. (1997). A Survey of Corporate Governance. Journal of Finance,
737-783.
SVA Certified Public Accountants. (n.d.). The Importance of Internal Controls. Retrieved from
SVA Certified Public Accountants:
http://accountants.sva.com/docs/librariesprovider6/resources/the-importance-of-internal-
controls.pdf?sfvrsn=6
The Committee on the Financial Aspects of. (1992). the Financial Aspects of Corporate
Governance. London: Gee.
The Institute of Chartered Accountants in England & Wales. (1991). Internal Control:Guidance
for Directors on the Combined Code. London: The Institute of Chartered Accountants in
England & Wales.
Tricker, B. (2015). Corporate Governance:Principles, Policies, and Practices (3rd ed.). London:
Oxford.
Zhang, E. (2016, June 1). The Importance of Internal Controls in Accounting. Retrieved from
carrtegra.com: http://www.carrtegra.com/2016/06/importance-internal-controls-
accounting/