Even an entity with an effective system of internal control may have a manager who is willing and able to override internal control. The term "management override" is used here to mean overruling prescribed policies or procedures for illegitimate purposes with the intent of personal gain or an enhanced presentation of an entity's performance or compliance. A manager of a division or operating unit, or a member of senior management, might override the control for many reasons such as to:

Override practices include deliberately making misrepresentations to bankers, lawyers, accountants, and vendors, and intentionally issuing false documents such as purchase orders and sales invoices.

Management override should not be confused with management intervention, which represents management's actions to depart from prescribed controls for legitimate purposes. Management intervention is necessary to deal with non-recurring and non-standard transactions or events that otherwise might be handled inappropriately. Provision for management intervention is necessary because no process can be designed to anticipate every risk and every condition. Management's actions to intervene are generally overt and subject to policies and procedures or otherwise disclosed to appropriate personnel. Actions to override usually are not documented or disclosed, and have the intent to cover up the actions.