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The Nigerian banking sector has a history of weak corporate governance and
accounting disclosures. Local accounting disclosure requirements had failed to keep
pace with increasingly complex group structures and product offerings (particularly
pertaining to margin lending), and transparency was poor. This was exacerbated by the
staggered yearends of the Nigerian banks, which made meaningful direct comparison

In order to gain a better understanding of the true financial position of the sector, the
CBN conducted a detailed examination of the countrys banks during the latter half of
2009. Following the examination, the CBN reclassified many loans as nonperforming,
particularly in the capital markets (margin lending) and downstream oil and gas
categories the banks were required to provide for these loans accordingly.

At the conclusion of this process, the CBN declared that 10 banks were
undercapitalised, nine of which were adjudged to be in a grave condition. The CBN has
injected NGN620bn into these institutions as an interim measure to stabilize them.
Since the conclusion of the CBNs special examination, improvements have been made
to corporate governance and disclosure requirements in order to enhance transparency.
Another outcome of the special examination was to improve the comparability of
reporting across the banks sector.

In addition, the process exposed the absence of several significant key risk disclosures
that had been preventing investors from assessing the overall level and types of risk in
certain institutions.

In the words of the Governor of Central Bank of Nigeria, Mallam Sanusi during the, he
fervently lamented on this issue:
"When you do not have a sound corporate governance frame work, the reliance on the
judgment or the views of one person or a small group of persons becomes a very
fundamental risk exposure for the bank's survival."

Corporate governance has become one of the most commonly used phrases in the
current global business vocabulary. This raises the question, is corporate governance a
vital component of successful business or is it simply another fad that will fade away
over time? The notorious collapse of Enron in 2001, one of Americas largest
companies, has focused international attention on company failures and the role that
strong corporate governance needs to play to prevent them. The UK has responded by
producing the Higgs Report (2003) and the Smith Report (2003), whereas the US
produced the SarbanesOxley Act (2002). Nations around the world are instigating far-
reaching programmes for corporate governance reform, as evidenced by the
proliferation of corporate governance codes and policy documents, voluntary or
mandatory, both at the national and supra-national level.

In Nigeria, various regulatory authorities notable among which are Securities and
Exchange Commission in collaboration with Corporate Affairs Commission produced
Code of Corporate Governance in Nigeria in the year 2003 and the Central Bank of
Nigeria in the same vain produced Code Of Corporate Governance for Banks in Nigeria
Post Consolidation in the year 2006.

Meanwhile, down the country bank failures and widespread losses in the recent years
have elevated the importance of effective Corporate Governance and Internal control
within the formal financial sector worldwide. As a pointer to this fact, the Governor,
Central Bank of Nigeria, Mallam Sanusi Lamido Sanusi, on assumption of office stressed
the need to strengthen regulation and supervision through enhanced disclosures by
financial institutions, amongst his four-point agenda. This was sequel to the backdrop of
the CBNs regulatory experience as well as the current global financial crisis, which
impaired public confidence in the nations financial markets. However, one of the ways
by which the menace of the corporate failure could be addressed is through corporate
For the financial industry, the retention of public confidence through the enthronement
of good corporate governance remains of utmost importance given the role of the
industry in the mobilization of funds, the allocation of credit to the needy sectors of the
economy, the payment and settlement system and the implementation of monetary

In Nigeria, a survey, by the Securities and Exchange Commission (SEC) reported in a
publication in April 2003, showed that corporate governance was at a rudimentary
stage, as only about 40% of quoted companies, including banks, had recognized codes
of corporate governance in place. Specifically for the financial sector, poor corporate
governance was identified as one of the major factors in virtually all known instances of
a financial institutions distress in the country.

Corporate governance is no doubt a veritable tool for ensuring corporate survival since
business confidence usually suffers each time a corporate entity collapses. Most of the
business failures in the recent past are attributed to failure in corporate governance
practices, for instance, the collapse of banks in Nigeria in the early 1990s and onwards
was as a result of inadequate corporate governance practices such as insider-related
credit abuses and poor risk appreciation and internal control system failure. To stem the
tide in corporate failure, scholars and practitioners have advocated consistently different
approaches to corporate governance. A critical tool in corporate governance is
disclosure and transparency. The importance of effective corporate governance to
corporate and economic performance cannot be over-emphasized in today's global
market place. Companies perceived as adopting international best corporate
governance practices are more likely to attract international investors than those whose
practices are perceived to be below international standards.

Major problems identified by this study is that despite Code of Corporate Governance
put in place by the Central Bank of Nigeria and other stakeholders in the financial sector
in ensuring that banks make adequate disclosure on their risk profile and corporate
governance, it is still observed there is no uniformity in disclosure of the banks and
compliance with corporate governance requirements.

This study is undertaken to address the alarming rate of the corporate failures in
organizations, the root cause of which has been attributed to non-compliance with
corporate governance requirements. However, this study is significant in the sense that
it will consolidate the database of the various researches and scholastic works in the
area of corporate governance, disclosures and organizational performance in the
banking sector. It will also expatiate on non-compliance of banks with the code of
corporate governance and disclosures requirements issued by the Central Bank of
Nigeria and other stakeholders. However, only very few materials, if any, provide
empirical evidence to back this fact.
In addition, studies have provided the impact of corporate governance on the
performance of the organizations. This work will therefore address the vacuum which
has been long left unfilled.

Finally, the study will no doubt promote the corporate governance and lessen the
effects of corrupt practices in the banking sector. Furthermore, in order to fight the
fraud and mismanagement, the study seeks the appropriate application of codes or
standards. For such, the corporate governance can be the primary step in delivering the
changes towards the promotion of effective management and enhanced performances
in the banking sector.

1. Is the management of Oceanic Bank of Nigeria Plc well disposed to Corporate
2. Is the Corporate Governance policy adopted at Oceanic Bank of Nigeria Plc be
adequate and in line with government policy?
3. How unbiased is Corporate Governance programme at Oceanic Bank Plc?
4. Has the bank Corporate Governance been able to protect the interest of its
5. What is the level of compliance with the Corporate Governance at Oceanic Bank Plc.
By both staffs and management?
6. Is there any relationship between Corporate Governance and profitability?

The following hypotheses have been formulated for the study

Ho1: There is no significant effect of corporate governance on organizational

Ho2: Corporate Governance does not protect the interest of the shareholders.

Ho3: There is no significant relationship between corporate governance and reduction
in the rate of fraud and sharp practices in organization.

The study will be restricted only to corporate governance and organizational
performance with reference to banking sector. Specifically, twenty five (25) copies of
questionnaire would be administered at random amongst staffs from different cadres of
the bank selected as a case study. The study will therefore embrace the staff of the
banks as population of the study from which the sample size was determined.


At this period of flux and experimentation, management and directors, amongst other
stakeholders of organizations are supposed to be the vehicles for bearing and
implementing corporate governance in order to protect the interest of the various
stakeholders. In the same process, they have the prerogative to ensure compliance
with corporate governance mechanisms within their areas of operational jurisdiction.
Apart from the fact that most public establishments and banks pay lip service to
corporate governance, others invest colossally on corporate governance but hardly
obtain returns in term of relevant expectations by way of business failure prevention,
frauds prevention and control, risk management amongst other organizational maladies.
These maladies may be due to the attitude of management to corporate governance. It
may also be possible that employees fail to see any personal benefits from such
corporate governance mechanisms. Many establishments implement corporate
governance in an adhoc or haphazard way without a systematic objective expected in
behavioural terms from employees. This is where the need for effective corporate
governance arises.

To achieve the objectives of effective corporate governance, there has to be a proper
articulation of staff orientation scheme for all levels of staff and a well designed internal
control mechanisms. Quality policy making and value based leadership are major
prerequisite for good corporate governance but much inadequacy is apparent in
banking sector as established in the recent findings of the Central Bank of Nigeria,
when many banks were accused of sharp practices, including Oceanic Bank
International Plc. It is against this background the study examines corporate
governance vis a viz organizational performance.
Summarily, there are two major problems that are stated in the study:
First is the challenges militating against the implementation of corporate governance in
the banking sector,
Second is the impact or changes that the corporate governance can create in the
general performances of organizations.
The main aim of the study is to investigate the impact of corporate governance on
organizational performance in Nigeria. However, in order to achieve this aim, there are
four objectives that need to be satisfied. First is to determine the importance of
corporate governance in the current situation of the country. Second is to determine
any policies implemented in the financial sector to fight the problem in corruption and
protect the interest of various stakeholders. Third is to identify the benefits or pitfalls in
the application of corporate governance in the banking sector. Fourth is to identify
various theoretical frameworks for an effective corporate governance. And finally, to
establish recommendations by which the corporate governance can be strengthened.

Corporate governance refers to the set of policies that can influence the decisions of the
managers or leaders while setting aside the ideas of ownership, control and personal
interest. In the monitoring of the superiors, there is an addressed effectiveness in the
operation and corporate control. The corporate governance became an important in
most of the organizations not only in businesses but also in governmental sectors, for it
is promoting the standards processes in accounting, economics and financial decisions,
management, and overall corporate strategy. The structure of corporate governance
has an impact in the behavior of a leaders as well as the organizational performance.
Based on the past researches, it is difficult to measure the effectiveness of corporate
governance unless there is a consistent pattern in the accounting outcome and
organizational performance.

According to Larcker, Richardson, Tuna, (2007), corporate governance refers to the set
of mechanisms that influence the decisions made by managers when there is a
separation of ownership and control. Some of these monitoring mechanisms are the
board of directors, institutional shareholders, and operation of the market for corporate
In the application of corporate governance, the institutions such as banks,
business organizations, and government sectors will experience the determination in
completing or achieving the strategic goals and have an efficient management. Because
of the existence of corporate governance, the formation of organizational structure can
be applied to secure the goals while creating the appropriate actions to achieve the said
goals. In the continuous practice of corporate governance, there is an assurance that
the interests are allotted for the shareholders of the corporate (in business
organizations) and for the people (banks and government bodies) (Kapital Bank,

The suggested methods that will be used in the study are the secondary and primary
data. By reviewing published annual reports and accounts of the banks as well as
relevant information from Central Bank of Nigeria, NDIC amongst other, the study can
gather the information regarding the corporate governance implemented in these areas.
Research Questionnaires will also be administered among staffs from a cross section of
the bank selected as case study for the research.
Furthermore, the study will also assess the strategic goals and principles that the
institutions achieved through the use of corporate governance.

1. Nigeria Special Report Nigerian Banking Sector: Corporate Governance and
http://fitchratings.com/ (accessed March 23, 2011).

2. The text of a speech delivered by the Governor of Central Bank of Nigeria,
Nigeria's Lamido Sanusi Lamido speaks at conference on banking reforms in
Nigeria in Lagos, February 11, 2010 titled: Corporate governance, risk
management crucial to healthy banks
(accessed March 23, 2011).

3. Jill Solomon and Aris Solomon( 2004), Corporate Governance and Accountability
(John Wiley & Sons Ltd, The Atrium, Southern Gate, Chichester, West Sussex
PO19 8SQ, England) 11

4. Central Bank of Nigeria, (2006) Code of Corporate Governance For Banks In
Nigeria Post Consolidation [Online] Available at:
http://kjxy.znufe.edu.cn/ggl/200812/P020081222713561960885.pdf [Accessed
11 February 2011].

5. Larcker, D.F., Richardson, S.A., & Tuna, I., (2007) Corporate Governance,
Accounting Outcomes, and Organizational Performance, The Accounting Review,
82(4) [Online] Available at:
http://kjxy.znufe.edu.cn/ggl/200812/P020081222713561960885.pdf [Accessed
12 March 2010]1.

6. Osiyemi. A.O., (2006) The Impact of Values-Based Leadership and Corporate
Governance on Organizational Performance [Online] Available at:
http://esvc000040.wic056u.server-web.com/grad/gradosiy.pdf [Accessed 12
June 2011].