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This research work set out to examine the Corporate Governance frameworks on some selected Nigerian banks so as to draw conclusions on whether this framework is of any significance in enabling banks in Nigeria achieve its corporate objectives and meeting the expectations of shareholders and stakeholders at large. Corporate Governance in the banking system has assumed heightened importance and has become an issue of global concern because it is required to lead to enhanced services and deepening of financial intermediation on the part of the banks and also enable proper management of the operations of banks. Very recently, Oceanic bank, Intercontinental bank, Afribank, Fin bank, Union bank, Bank PHB, Equitorial Trust Bank and Spring bank lost their operating licence and were either acquired or nationalised because of bad corporate governance practises.  

Relevant data used for analysis in this research work were collected from staff of two banks through the administration of questionnaires to the sample population. Five Hypothesis were formulated and these were tested using chi square statistical method.

The result of the finding revealed that strong corporate governance framework can curtail institutional or bank failure and that improper risk management, inexperience management and corruption of bank official are the key issues why banks fail. In addition, corporate governance framework protects and facilitates the exercise of shareholders’ rights and encourages active co-operation between stakeholders in creating wealth. The study concluded that Corporate Governance is necessary to the proper functioning of banks and that bank failures can only be prevented if Corporate Governance frameworks are instituted and implemented. Finally, the study recommends that banks should encourage good and effective corporate governance that will ensure consistent transparency and fraud minimization in the bank. The shareholders have the responsibility to choose their directors, which will in turn choose members of management that will run the affairs of the banks. They should put in place good management that will protect their investment and increase the profitability of the banks. 

Effective corporate governance should be adhered to in ensuring better stock performance,  conservative credit practices, transparency of information, and proper due diligence.







Title Page                                                                       i

Certification                                                                                 ii

Dedication                                                                              iii

Acknowledge                                                                      iv

Abstract                                                                                 vi

Table of Content                                                                        viii


1.0     Background of Study                                                   1

1.1     Statement of Problem                                                3

1.2     Objective of Study                                                           4

1.3     Research Question                                                  5

1.4     Statement of Hypothesis                                    6

1.5     Significance of the Study                                               7

1.6     Scope and limitations of the Study                           10

1.7     Organsiation of the Study                            12

1.8     Definitions of Terms                                       12

 References                                                                14


2.1     Introduction                                                             15

2.2     The conceptual Framework                                       17

2.3     The Nigerian Banking Industry                                     24

2.3.1  The central Bank of Nigeria                                      25

2.3.2  The Nigeria Deposit Insurance Corporation (NDIC)  27

2.3.3  The Securities and Exchange Commission (SEC)     28

2.3.4  Regulatory Requirements for Nigerian Banks        29

2.4     Developments in the Nigerian Banking Industry    30

2.4.1  Asset Management Corporation of Nigeria (AMCON) 31

2.4.2  Nationalisation of some Distressed Banks           32

2.4.3  Mergers & Acquisitions in the Banking Industry  33 Access Bank &  Intercontinental Bank            33 Eco-bank & Oceanic Bank                           33 First City Monument Bank (FCMB) & Finbank Plc    34

2.4.4  Bank’s Rating                           35

2.4.5  Nigeria Uniform Bank Account Number (NUBAN)      36 

2.4.6      New CBN cash Collection Policy                   38

2.4.7  The New Retail; Cash Policy                           39

2.4.8  Non-Interest Banking                                  39

2.4.9  Repeal of Universal Banking Model                 40

2.5   Aims/Principles of Good corporate Governance        41 

2.6    Issues in the Provision of corporate Governance      43

2.6.1  Board of Directors                                         43

2.6.2  Board Composition                                   44

2.6.3Equity Ownership                                   45

2.6.4  Appointment                                     46

2.6.5  Meetings                                                47

2.6.6  Appraisal                                                 48

2.6.7  Review                                                    48

2.6.8  Other suggestions by Kings II                   53

2.7     Board Committees                                            53

2.7.1  Audit Committees                                               53

2.7.2  Remuneration Committee                             58

2.8     Internal and external Auditing                        59

2.9     Risk management                                          62

2.10   Disclosure and Transparency                           64

2.11   Shareholders and Corporate Governance            67

2.12   Regulations                                             70

2.13   Challenges of corporate governance in banks post consolidation   72

2.14   Advantages and Benefits of Corporate Governance   78

2.15   Corporate Governance and banks Performance     80      References                                                      83



3.1     Introduction                                                  89

3.2     Research Design                                         89

3.3     Re-statement of Research Questions        89

3.4     Re-statement of Research Hypotheses                90

3.5     Source of Data                               91

3.6     Population, sampling Technique, Sampling Procedure and Sample size  92

3.7     Procedure of administrating questionnaire       93

3.8     Research instrument-Validity/Reliability of Instrument 93

3.9     Statistical Tools/Analytical Procedure                93

3.10   Limitations of the research methodology       95

 References                                                                      96



4.1     Introduction                                                  97

4.2     Respondents Demographic Data              97

4.3     Presentation of Descriptive Statistics       99

4.3.1  Corporate governance framework in ensuring strategies guidance and board’s accountability         100

4.3.2  Corporate governance framework and the exercise of shareholders rights          101

4.3.3  Corporate governance framework and the equitable treatment of all shareholders, including minority and foreign shareholders     102

4.3.4  Corporate governance framework and the rights of stakeholders established by law               103

4.3.5  Corporate governance framework, due process and due diligence on all material matters regarding the company 104

4.4     Test of Hypothesis                                      105

4.5     Summary of Findings                                 113

          Reference                                                    115



5.1     Introduction                                                   117

5.2     Summary                                               117

5.3     Conclusion                                                118

5.4     Recommendation                                    119

5.5     Suggestion for Further Study                    120

          Bibliography                                              121






The increasing number of high profile corporate failures around the world has sparked off a lot enquiry as to the reasons why well-established and respected companies failed. Corporate failure today is a global issue. On the international scene, we saw the collapse of large companies like Enron, WorldCom, Rank Xerox, Parmalat, Bank of Credit and Commerce International (BCCI) and large-scale crisis that rocked the Asian Financial Institutions. In Nigeria, corporate failure is very rampant in the financial services sector some years back and even at present. Cases of corporate debacle abound in the death of Abacus Merchant Bank Nigeria Limited, Royal Merchant Bank Limited, Rims Merchant Bank Limited, Financial Merchant Bank Nigeria Ltd, Progress Bank Plc to mention but a few (Al–Faki, 2006). Soludo (2005) hinted that by 1998 a total of 26 banks have been liquidated and at the time of consolidation in 2005, 11 banks were already “dead” literally. Also recently, Oceanic bank, Intercontinental bank, Afribank, Fin bank, Union bank, Bank PHB, Equitorial Trust Bank and Spring bank were considered as weak banks because of bad corporate governance.

What then is the cause of corporate failure in local and international, listed and unlisted, quoted and unquoted, public and private companies?


Al-Faki (2006) highlighted that companies that failed shared some common characteristics and they are:-

“Leadership of the company is vested in an individual who combines the office of Chairman and Chief Executive with domineering tendency; persistent violation and non-compliance with internal control of the company by the Chief Executive; optimistic (or even distorted) rather than prudential financial reporting; irregular board meetings, often without adequate information given in advance; minimal disclosure in the accounts of the company.”(p3).


It is the combination of these factors that undermine the ability of companies to withstand economic downturns thus leading to a collapse.


In the Nigerian banking scenario, issues such as lack of probity, transparency, integrity and accountability, inflation of balance sheet with unearned income, weak capital base, unskilled and inefficient management, weak internal controls, sit-tight directors and passive shareholders, technical incompetence, poor leadership and administrative ability also contributed to collapse of many banks (CBN, 2006). Uche (2001b) also identified the reasons of early indigenous bank failures as mismanagement, and accounting incompetence. These are the issues which today’s legislation needs to combat with since the yester years’ provision seemed not to be adequate.

What then is the adequacy of bank legislations in controlling and regulating the banking practices in the industry? The question is pertinent, because in spite of the existing legislations, a number of failures and distresses have been recorded in the industry. In an attempt to design codes that will be appropriate to quell these irregularities; a global concept termed Corporate Governance came into being and today it has become a contemporary issue, which has dominated the interest of all business, legal and government circles worldwide. In the Nigerian scene, the provisions in the Code of Corporate Governance was designed to augment the provisions of Companies and Allied Matters Act, 1990 (CAMA), Bank and Other Financial Institution Act (BOFIA) 2004, Failed Banks and Financial Malpractices in Banks Act 1994, Nigeria Deposit Insurance Corporation Act 1990, Money Laundering Prohibition Act 2003, Prudential Guidelines and other relevant banking codes.


Corporate governance is only part of the larger economic context in which firms operate that includes, for example, macroeconomic policies and the degree of competition in product and factor markets. The corporate governance framework also depends on the legal, regulatory, and institutional environment. In addition, factors such as business ethics and corporate awareness of the environmental and societal interests of the communities in which a company operates can also have an impact on its reputation and its long-term success.


While a multiplicity of factors affect the governance and decision-making processes of firms, and are important to their long-term success, the principles of corporate governance focus on governance problems that result from the separation of ownership and control. However, this is not simply an issue of the relationship between shareholders and management, although that is indeed the central element. In some jurisdictions, governance issues also arise from the power of certain controlling shareholders over minority shareholders. In other countries, employees have important legal rights irrespective of their ownership rights. The principles of corporate governance therefore have to be complementary to a broader approach to the operation of checks and balances. Some of the other issues relevant to a company’s decision-making processes, such as environmental, anti-corruption or ethical concerns should also be taken into account in enacting key principles for corporate governance.



The failure of big multinationals has taught the corporate world that no company [or bank] can be too big [financially or otherwise] to fail. A common thread that ran through these monumental corporate failures was their poor corporate governance culture, to wit, poor management, fraud and insider abuse by management and board members, poor asset and liability management, poor regulation and supervision.

The collapse of well known multinationals underscores the essence of making corporate governance a global issue. It should be emphasised that the failure of corporate governance is by no means a peculiarly Nigerian phenomenon. The failure of Northern Rock, HBOS, Freddie Mac, Fanny Mae, Lehman Brothers, Bears Stearns, AIG Investment Bank, Washington Mutual and Wachovia and the Central Bank of Iceland confirms that the need for effective corporate governance is worldwide. That some of the biggest corporate entities -  General Motors, Chrysler and Ford–also recently manifested symptoms of poor corporate governance, warranting infusion of humungous funds from the US treasury and loss of managerial autonomy of their boards is an important teaching moment for all those who had believed that bad corporate governance was a Third World disease (Akin Oyebode, 2009). As a result, governance of corporations has become a matter of great concern worldwide and bodies like the Organisation for Economic Co-operation and Development (OECD) and the Bank for International Settlements (BIS) have developed core principles of corporate governance which are viewed as representing the moral consensus of the international community. Generally banks (including Nigerian banks) occupy a sensitive position in the economic equation of any country such that its [good or bad] performance invariably affects the economy of the country. Poor corporate governance may contribute to bank failures, which can pose significant public costs and consequences due to their potential impact on any applicable deposit insurance systems and the possibility of broader macroeconomic implications, such as contagion risk and impact on payment systems. In addition, poor corporate governance can lead markets to lose confidence in the ability of a bank to properly manage its assets and liabilities, including deposits, which could in turn trigger a bank run or liquidity crisis.



The aim of this study is to critically examine the issues, challenges and principles associated with corporate governance in the Nigerian banking industry.

 The specific objectives are:

1.            To undertake an in-depth analysis of some of the theoretical issues of corporate governance as it relates to the banking industry in Nigeria.

2.            To examine how corporate governance framework can promote transparent and efficient markets that is consistent with the rule of law in Nigeria.

3.            To critically examine how corporate governance framework could protect and facilitate the exercise of shareholders’ rights.

4.            To identify how corporate governance framework could ensure the equitable treatment of all shareholders, including minority and foreign shareholders.

5.            To identify the various factors that hinders the effective adoption and implementation of governance principles among Nigeria banks.



For the purpose of this study, the following research questions should facilitate the carrying out an in-depth analysis of testing and validating the hypotheses that will arise from the questions below:

1.               Does corporate governance framework ensure the strategic guidance of the company and the board’s accountability to the company and the shareholders?

2.               Does corporate governance framework protect and facilitate the exercise of shareholders’ rights?

3.               Does corporate governance framework ensure the equitable treatment of all shareholders, including minority and foreign shareholders?

4.               Does corporate governance framework recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between corporations and stakeholders in creating wealth?

5.               Does corporate governance framework ensure due process and due diligence on all material matters regarding the company?



For the purpose of this study, the following hypotheses are formulated to provide answers to the stated research questions:


Hypothesis 1:

HO:      Corporate governance framework does not ensure the strategic guidance of the company and the board’s accountability to the company and the shareholders.

HA:      Corporate governance framework ensures the strategic guidance of the company and the board’s accountability to the company and the shareholders.


Hypothesis 2:

HO:      Corporate governance framework does not protect and facilitate the exercise of shareholders’ rights.

HA:      Corporate governance framework protects and facilitates the exercise of shareholders’ rights.


Hypothesis 3:

HO:      Corporate governance framework does not ensure the equitable treatment of all shareholders, including minority and foreign shareholders.

HA:      Corporate governance framework ensures the equitable treatment of all shareholders, including minority and foreign shareholders.


Hypothesis 4:

HO:      Corporate governance framework does not recognise the rights of stakeholders established by law and encourage active co-operation between stakeholders in creating wealth.

HA:      Corporate governance framework recognizes the rights of stakeholders established by law and encourage active co-operation between stakeholders in creating wealth.


Hypothesis 5:

HO:      Corporate governance framework does not ensure due process and due diligence on all material matters regarding the company.

HA:      Corporate governance framework ensures due process and due diligence on all material matters regarding the company.



This research work is intended to critically examine the issues, challenges and principles associated with corporate governance in the Nigerian banking industry. Corporate Governance in Nigerian banks is a relevant issue especially in the post consolidation period where mega banks have emerged and strict compliance to the code is mandatory to shield against persistent systemic distress. Sound corporate governance is not an end in itself but a means. It is not about strict policing of the managers who are the company agents; the bottom line is about superior corporate performance based on a reasonable cost. This study celebrates the spirit of corporate governance instead of the letter of corporate governance. When managers and board understand the relevance of their position towards the promotion of corporate governance, the enforcement of the code becomes easier. The importance of imbibing a robust corporate governance structure in the general operations of corporations and the effects of its absence has attracted comments from popular and well respected personalities in the financial circle in the international community. In the words of Arthur Levitt, Former Chairman, US Security and Exchange Commission (SEC) in an article published by the Nigerian Economic Submit Group:

“If a country does not have a reputation for strong corporate governance practices, capital will flow elsewhere”. (p2).

In a related statement from the same article above, James Wolfehnson, a one-time president of the World Bank says that:

 “In the future, the governance of corporations is going to become as critical as the government of nations”. (p2).


Increasingly, governments in the bid to ensure that businesses comply with the global best practices in this era of increase transparency and compliance with the rule of law, have recognized that corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence. Thus, corporate governance involves a set of relationships between a company’s management, its board, its shareholders and other stakeholders such that if properly balanced will lead to the overall growth of the organisation.


Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. Good corporate governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the company and its shareholders and should facilitate effective monitoring. The presence of an effective corporate governance system, within an individual company and across an economy as a whole, helps to provide a degree of confidence that is necessary for the proper functioning of a market economy. As a result, the cost of capital is lower and firms are encouraged to use resources more efficiently, thereby underpinning growth.


In addition, the degree to which corporations observe basic principles of good corporate governance is an increasingly important factor for investment decisions. This is very important given the relationship between corporate governance practices and the increasing international character of investment. International flows of capital enable companies to access financing from a much larger pool of investors. If countries are to reap the full benefits of the global capital market, and if they are to attract long-term “patient” capital, corporate governance arrangements must be credible, well understood across borders and adhere to internationally accepted principles. Even if corporations do not rely primarily on foreign sources of capital, adherence to good corporate governance practices will help improve the confidence of domestic investors, reduce the cost of capital, underpin the good functioning of financial markets, and ultimately induce more stable sources of financing.


Furthermore, corporate governance is of special concern in the banking and financial sector for a lot of ethical and financial security reasons. Banks are a vital component of our economies. They provide financing for commercial enterprises, basic financial services to a wide cross-­section of the general populace and facilitate the payment systems. In addition, some licensees are expected to make credit and liquidity available in difficult market conditions. The importance of banks to national economies is underscored by the fact that banking is virtually universally a regulated industry and that banks have access to government safety nets. It is therefore of utmost importance that these institutions are subject to strong corporate governance principles.


For banks and trust companies, corporate governance relates to the manner in which the business affairs of each individual organization are directed and managed by its board of directors and senior management, and for branches of foreign banks by the senior management of the parent foreign bank. For all of these organizations, it also includes the effective management of compliance with applicable laws, regulations and guidelines. Unlike other companies, these organizations are generally highly leveraged and most of the resources used by them to conduct their businesses belong to others, in particular to their depositors and other clients. Also unlike other companies, the operations of individual financial institutions can have systemic impact on the financial system as a whole. Consequently, the expectations of the Central Bank of Nigeria (CBN) for the quality and effectiveness of the corporate governance of all of its licensees are high, since high quality corporate governance in individual organizations promotes the general stability and successful functioning of the overall financial system.

Good corporate governance therefore benefits everybody including creditors/depositors, other client, the banks and the supervisors. Put bluntly, the presence of appropriate levels of accountability and checks and balances within licensees makes the work of the supervisors lighter. Sound corporate governance contributes to a working collaborative relationship between bank management and bank supervisors.


This study will go a long way to appraise and consolidate the revised code of corporate governance for banks in the post consolidation period and will positively change the banking attitude of Nigerians and improve the international perception of Nigerians banks.

For students and researcher, this study will serve as a stepping stone in their research.




The scope of this study is to critically examine some of the issues, challenges and principles associated with corporate governance in the Nigerian banking industry. In this study, it is assumed that the significance of corporate governance is one key element fundamental in improving economic efficiency and growth as well as enhancing investor confidence.


This study will only examine the impact of some of the issues, key principles and challenges of corporate governance in the Nigerian banking industry. However, due to time and budgetary constraints this research will only cover two banksFirst Bank Plc. (an old generation bank) and Zenith Bank Plc (a new generation bank). The First Bank especially been selected for special consideration as a result of its perceived uncompromising and dogged adherence to the rule of corporate governance and Zenith Bank for its status as an outstanding new generation bank. The rationale for the choice is that it offer an ample opportunity for a comparative analysis to see if there are any significant or material differences exist in the perception of the different level of management staff on the issues, challenges, principles and prospect associated with corporate governance in the Nigerian banking industry



One of the major limitations of this study is that it will focus attention only on fundamental issues, principles and challenges of corporate governance in the Nigerian banking industry. Minimal attention and efforts were concentrated on such pertinent issues as balancing relationship between shareholders and external stakeholders in the corporate setting and such issues as the interrelationship between corporate governance and customer relations management (CRM).

Another major limitation of this study is that it focused attention on only the banking industry. The study would probably have been more revealing if it has focused on other sub-sectors of the Finance sector of the Nigerian economy such as Insurance Companies, Building Societies and Mortgage Banks, discount houses, non-bank financial institutions, pension fund custodians, pension fund administrators and other banks that constitute vital sector in the Nigerian economy where corporate governance has crucial roles to play and which will benefit immensely from its successful implementation, but such studies will be way above the available resources at the disposal of this researcher.

A further constrain has to do with the prevalent poor level of awareness in the country which in the first instance tends to make people suspicious of questionnaire administration which could in turn elicits poor response rate from prospective respondents while some may not even know what is expected of them despite the reassurance to safeguard their confidentiality and their constant re-education on issues relating to academic research issues.


This research work is divided into five chapters. Chapter one contains the introduction which provides the basic background to the study on the divergent theoretical and conceptual framework, challenges, principles and prospect associated with corporate governance in the Nigerian banking industry. Chapter three will simply outline the research methodology used  while Chapter 4 presents the data to be examined, reviews the current national and global state and the driving factors that had increasingly predisposes banks towards adopting corporate governance.


Finally, Chapter 5 presents the summary, research findings, recommendations and conclusion of study.


Executive Director (ED):

A director involved in the day-to-day management and/or in the full time employ of the company, and/or any of its subsidiaries (King II, 2002)

Non-Executive Director (NED):

A director not involved in the day to day management of the company and not a full time salaried employee of the company or any of its subsidiaries.

King II (2002) defined a non-executive director as director who is not a representative of a shareholder and who has not been employed by the company in any executive capacity for the preceding three financial years and has no significant contractual relationship or interest in the company or group.


Independent Non- Executive Director (INED):

Directors who do not represent any particular shareholder interest and hold no special business interest with the bank and are appointed by the bank on merit. (CBN, 2006)

INEDs are also defined by the Banker’s Committee as such directors who has other relationship with management which could materially interfere with the exercise of no significant financial or personal ties to management, is free from any business or his/her independent judgment, and receives no compensation from institution other than directors remuneration or shareholders dividends.

Extended Family: It refers to members of nuclear family comprising the wife and husband, siblings, and parents (CBN, 2006)

Shadow Directors: These are individuals who are not directors but who instruct, direct and guide the directors in their decision making. They work at the background while the directors are at the forefront (Aniemena, 2005)

The New Code/CBN Code of Corporate Governance: This thesis recognised the recently released Code of Corporate Governance in Nigerian Banks in the Post Consolidation Period by Central Bank of Nigeria as the New Code.

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