Corporate governance regulation: a practice theory perspective

Figures & data

Table 1. Sectoral Distribution of Participants.

S/N	Market Sector	Area of Expertise	Company Size	Experience (years)
1	Agriculture	Economics	1,94,899	8
2	Agriculture	Accounting	11,115	14
3	Agriculture	Accounting	1,20,125	21
4	Conglomerates	Supply and Logistics	79,362	6
5	Conglomerates	Law	5,32,829	7
6	Construction/Real Estate	Estate Management	8,53,802	16
7	Construction/Real Estate	Law	4,226	5
8	Consumer Goods	Supply and Logistics	4,43,052	11
9	Consumer Goods	Marketing	10,54,716	8
10	Consumer Goods	Accounting	2,96,439	15
11	Financial Services	Accounting	1,70,24,457	4
12	Financial Services	Banking	51,387	26
13	Financial Services	Information Technology	1,03,51,211	8
14	Financial Services	Banking	1,96,67,700	17
15	Financial Services	Finance	4,23,967	28
16	Financial Services	Finance	1,74,55,619	26
17	Financial Services	Economics	58,25,076	21
18	Healthcare	Accounting	56,112	7
19	ICT	Information Technology	1,27,399	9
20	ICT	Finance	42,03,599	6
21	Industrial Goods	Engineering	46,74,812	17
22	Industrial Goods	Accounting	12,63,159	14
23	Natural Resources	Law	5,41,664	8
24	Natural Resources	Economics	12,179	11
25	Natural Resources	Geology	63,962	6
26	Natural Resources	Engineering	2,62,499	10
27	Oil and Gas	Engineering	3,68,642	16
28	Oil and Gas	Law	25,76,590	19
29	Oil and Gas	Supply and Logistics	1,21,816	8
30	Services	Accounting	1,27,832	14
31	Services	Marketing	32,487	7

Figure 1. Themes from Data.

Figure 2. Executives’ Regulatory Practice.

Table

Title of Code	Month/Year Issued	Code Issuer	Nature of Code	Pertinent Features of Code
Code of Corporate Governance for Banks and Other Financial Institutions in Nigeria	August 2003	Nigerian Bankers Committee	Voluntary	This code focused on eleven governance Principles. These are Responsibilities of the Board of Directors, Structure of the Board of Directors, The Chairman and the Chief Executive Officer, Appointments to the Board, Proceedings of the Board of Directors, Directors’ Remuneration, Board Performance Assessment, Risk Management, Financial Disclosure, Relations with shareholders, and Audit Committee,It is recognised as the first code of corporate governance in Nigeria.
Code of Corporate Governance in Nigeria	October 2003	Nigerian Securities and Exchange Commission	Voluntary	The code focused on the role and composition of the board, recommending minimum (5) and maximum (15) board members. It addressed the rights of shareholders and established Audit Committees.However, the code lacked any impetus in the Nigerian space as enforcement/monitoring was non-existent.
Code of Corporate Governance for Banks in Nigeria - Post Consolidation	April 2006	Central Bank of Nigeria	Mandatory	The code followed most of the principles of the 2003 code but recommended a maximum board membership of 20. Also, the code re-emphasised the separation of roles of chairman and CEO. It recommends a minimum establishment of Audit, Credit and Risk Management Committees.It was the first mandatory code enforced after a banking consolidation exercise in 2005 that moved the minimum capital base of commercial banks from N2bn (approx. to $15.4M @ $1: N130 as of Dec 2005) to N25bn (approx. $192.3M).
Code of Corporate Governance for Licenced Pension Operators	June 2008	National Pension Commission	Mandatory	This code sets out rules based on best practices to guide Pension Funds on the structures and processes to be used to achieve optimal governance arrangements.
National Insurance Commission (NAICOM) Code of Business Ethicsand Principles on Corporate Governance for the Insurance Industry	February 2009	National Insurance Commission	Voluntary (some aspects are mandatory)	This code provides various structures and control systems that can engender efficiency and accountabilityby both the Board and Management of insurance companies, as well as measuresthat will eliminate fraudulent and self-serving practices among members of staff,the management and boards of insurance institutions, in line with modern trends.
Code of Corporate Governance for Public Companies	April 2011	Nigerian Securities and Exchange Commission	Mandatory	This code supersedes the 2003 Nigerian SEC code. It recommends that most of the board members should be NEDs with at least one independent director.This code recommends that where there is a conflict between multiple codes concerning a provision, the code with the stricter provision shall apply.
Code of Corporate Governance for Banks and Discount Houses in Nigeria and Guidelines for Whistle Blowing in the Nigerian Banking Industry	May 2014	Central Bank of Nigeria	Mandatory	This code superseded the CBN code of 2006. It maintains most of the guidelines of the 2006 code but recommends the establishment of Risk Management, Board Audit (not the same as statutory Audit Committee) and Board Governance and Nomination Committees as a minimum for Banks. It also stipulated that all committees must submit a charter for CBN’s approval. Furthermore, it introduced whistleblowing guidelines.This code also made recommendations for Discount Houses. Discount houses provide an avenue for the trading of government securities like treasury bills.
National Code of Corporate Governance 2016 (the “Code”)	October 2016*Suspended December 2016	Financial Reporting Council of Nigeria	Mandatory for Private Sector. Comply or explain for non-profit organisations	It is made up of three distinct sections: the Code of Corporate Governance for the Private Sector; the Code of Governance for Not-for-Profit entities; and the Code of Governance for the Public Sector. The Code of Corporate Governance for the Private Sector (the “Private Sector Code”) is mandatory, while that for the Not-for-Profit entities will be operated on a “Comply or Justify non-compliance” basis, similar to the United Kingdom’s Corporate Governance Code. On the other hand, the Code of Governance for the Public Sector will not become immediately operative until an executive directive is secured from the Federal Government of Nigeria for the code to take effect.
Code of Corporate Governance for the Telecommunications Industry 2014 Amended in 2016	May 2014. Revised 2016	Nigerian Communications Commission	Voluntary in 2014 but made mandatory in 2016	There were significant deviations from the 2014 voluntary code’s key Principles, and to align all operators, regulators moved to a mandatory regime in 2016
Nigerian Code of Corporate Governance (NCCG) 2018	January 2019	Financial Reporting Council of Nigeria	Mandatory for Public & Private Sector.Remains suspended for non-profit organisations	It recognised existing sectoral codes. Hence, it contains 28 principles as the core of the code and 230 practices, which are recommended to allow flexibility among different regulators and companies implementing the principles.The objective is to standardise the practice of good corporate governance and induce voluntary compliance with the highest ethical standards across the Nigerian market.