Developing corporate governance in Nigeria : lessons from a comparative analysis of Nigerian and Canadian corporate governance frameworks

The unexpected collapse of prominent companies like WorldCom and Enron led many developed countries to pay better attention to corporate governance. Regulators established laws, rules and codes of governance which were to guide corporate behaviour and essentially reduce the occurrence of fraudulent practices. In a bid to forestall future corporate collapses, many regulators across the world often take steps to review extant laws. This drive to foster good corporate governance has, however, not been confined to developed economies. Developing economies like Nigeria also seeking to enhance economic growth realize the importance of corporate governance and are making efforts to develop a corporate governance framework that will stand the test of time. Despite this, Nigeria is not making the desired economic progress. Critics have argued that Nigeria’s corporate laws and governance codes are inadequate and cannot produce the desired results. Accordingly, this thesis seeks to appraise Nigeria’s corporate governance framework with a view to ascertaining if the main challenge is one of inadequacy of laws or of implementation and enforcement. This thesis commences by providing some background concerning corporate governance in Nigeria and Canada, respectively, and subsequently embarking on a comparative analysis of the two systems. Key issues discussed in the OECD Principles of Corporate Governance such as board structure and composition, board relationship with shareholders and stakeholders, board diversity, financial reporting and accountability amongst others are discussed. Findings from the comparative analysis reveal the viability of Nigeria’s corporate governance framework—particularly with the recently issued Nigerian Code of Corporate Governance 2018 and the impending passage of the Companies and Allied Matters Act (Repeal and Re-enactment) Bill 2018. However, key issues relating to the incorporation of technological innovations to corporate processes, appointment of Independent Non-Executive Directors (INEDs) rather than Non-Executive Directors (NEDs) amongst other things need to be addressed. Overall, findings reveal that although there are some loopholes that need to be plugged, Nigeria has a viable corporate governance framework. However, issues relating to corruption, multiplicity of corporate governance codes, inefficient judicial system, weak institutional framework, implementation and enforcement challenges undermine its efficiency