The Role of Corporate Governance on the Performance of Banks in Nigeria (A Study of First Bank of Nigeria and Uba, Imo State Owerri)



This study investigated “The role of corporate governance on the performance of banks in Nigeria”. Data for the study were sourced through questionnaires shared to various departments in both first bank of Nigeria and UBA Owerri, Imo state.The data collected were analyzed using percentage tables. Hypotheses were tested with the aid of analysis of variance (ANOVA) statistical technique. Both null hypotheses was rejected due to the F value calculated exceeded the F value tabulated consecutively, that is 8.6>3.49 and 12.11>3.49. The findings revealed that there are challenges faced when implementing corporate governance code in the banking sector and also the extent at which noncompliance of corporate governance code in performance of banks is low. Based on the findings, recommendations were made;   Regulatory authorities like corporate affairs commission(CAC), Central bank of Nigeria(CBN), security and exchange commission(SEC), national insurance commission(NAICOM), Nigeria deposit insurance commission etc. should a consolidated approach towards the supervision of listed banks since corporate governance boost investors’ confidence. Banks should instill due process of transparency, integrity and disclosure of its core concept in order to ensure shareholders’ confidence.Banks should also ensure that the issue of fraud and insider abuse should be minimized.











Title page                                                                                i

Declaration                                                                             ii

Certification                                                                           iii

Dedication                                                                              iv

Acknowledgement                                                                  v

Abstract                                                                                  vi

Table of content                                                                     vii


1.0 Background of the study                                                 1

1.1 Statement of the problem                                                          6

1.2Objective of the study                                                       10

1.3 Research questions                                                           10

1.4 Research hypotheses                                                        11

1.5 Significance of the study                                                  12

1.6 Scope of the study                                                            13

1.7Definition of terms                                                            13


2.1 Conceptual Review                                                                    17

2.2 Theoretical Review                                                           18

2.3 Empirical Review                                                             20

2.4 Research Gap                                                                             25

2.5 corporate Governance and Nigerian Banks                   25

2.6 pillars of corporate Governance                                               40

2.7 Challenges / Weakness of Corporate Governance          41

2.8 Corporate Governance and Banking regulation            44

2.9 Bank Compliance with Regulations                                48

 References                                                                              51


3.1 Research Design                                                               53

3.2 Method of Data Collection                                              53

3.3 Population of the Study                                                   53

3.3.1 Sample Size Determination                                           54

3.4 Sampling Procedure                                                         55     

3.5 Design and Administration of Questionnaire                 55

3.6 Validity of Instrument                                                     56

3.7 Reliability of Instrument                                                  56

3.8 Methods of Data Analysis                                                         57     

3.9 Limitation of the Study                                                   59

Reference                                                                                61


4.1 Presentation of Data                                                                  62     

4.2 Analysis of Questionnaire                                                         63

4.3 Test of Hypotheses                                                           73     


5.1 Summary of Findings                                                      84

5.2 Conclusion                                                                        85

5.3 Recommendations                                                                                   85

Bibliography                                                                                                  87

Appendix                                                                                   91





It has become a worldwide dictum that the quality of corporate governance makes an important difference tothe soundness and unsoundness of banks. Broadly speaking, corporate governance refers to the extent towhich companies are run in an open and honest manner. Sanusi (2003). Thus, effective corporate governance practice incorporates transparency, openness, accurate reporting and compliance with statutoryregulations among others. Historically, antecedents indicate that financial crisis is a direct consequence oflack of good corporate governance in banks; invariably one of the sources of instability in the banking sectoris lack or inadequate practice of corporate governance.

Wherever a power is exercised to direct, control and regulates activities that affect people, there is need forgood exercise of such power. For corporate entities, particularly public liability companies, the exercise ofpower over the enterprise’s direction, the supervision and control of executive actions, concern for theeffects of the enterprise on other parties and especially the environment, the acceptance of a fiduciary dutyto be accountable, constitute the quintessential of corporate governance.

The banking distress of the last decades has posed many challenges to corporate governance in bankingindustry. Bank distress can be associated to lack or avoidance of code of ethics and professionalism.

Odozi(2007) expound this posting that, “Ethics, like, corporate governance, transparency and accountability, etc, is a cliché that has been abused and misused”. The failure of banks in Nigeria, as elsewhere, has been largelydue, not merely to inadequate corporate governance or leadership, but to a failure of professional ethics asmanifested in numerous instances of creative accounting practices, professional’sinsensitive internal controland risk management position being seriously compromised or even colluding with fraudster.

Financial scandals around the world and the recent collapse of major corporate institution in the USA hasbrought to the fore, once again the need for the practice of good corporate governance, which is a system ofmanaging the affairs of corporations with a view to increasing shareholders’ value and meeting theexpectations of other stake – holders.

For the financial institutions, the retention of public confidence through the enthronement of good corporategovernance remains of almost importance given the role of the industry in the mobilization of fund, theallocation of credit to the deficit sectors of the economy, the payment and settlement system and theimplementation of monetary policy.

Universally, there is a grounds well of interest in corporate governance. Particularly, the need to implementgood corporate governance in the banking sector becomes more apparent after the Asian financial crisis.

This has been largely event- driven in the sense that it is in response to scandals and unexpected crisis,which in some cases abruptly terminated the existence of large corporate entities. The failure of JohnsonMatheys Bank, Bank of Credit and Commerce International, Polly Peck, world com and Enron

Incorporation are cases in point. The failure of these institutions has been traced to several lapses associatedwith poor corporate governance including conflicts of interest of corporate governors.

Corporate governance has in recent time’s assumed heightened importance requiring that boards andmanagement of companies’ exhibit greater transparency and accountability in their business conduct. Thejust concluded consolidation of the Nigeria banking industry makes the institution of corporate governance asine qua nonin the industry. With twenty- five, now twenty- four as at today banks that emerged from theashes of the erstwhile eighty- nine banks being publicly quoted, corporate governance should in fact take the centre stage in the management of these banks. Hence, effective corporate governance requires a clear understanding of the respective role of the board and of senior management and their relationships withothers in the corporate structure. The relationships of the board of management with stockholder should be characterized by candor; their relationships with employees should be characterized by fairness; theirrelationships with the communities in which they operate should be characterized by good citizenship, andtheir relationships with government should be characterized by commitment to compliance and goodcorporate citizenship. Anya (2003).

On the other hand, bank like many other economic organizations are expected to generate profit througheffective and efficient utilization of resources (inputs) to create sound asset portfolio (output) and ensurecontinuity. The position of bank therefore in the nation is seen as the oil of the engine of economicdevelopment through financial intermediation and advisory services. Bank makes profit from the spreadbetween interest charged on deposit and loan interest rate. These differentials ought to compensateadequately for the investors contribution and the service provider as well, if corporate governance has to beused a yard stick in determining bank performance.

Bank performance therefore, could be seen in term of how the management operates or the result of theiractions. In view of the later, performance could be seen in terms of the absolute profits, rate of return,earnings per share, the quality of asset portfolio, level of liquidity and net contribution to the economicdevelopment of the nation. Performance however is not determined by inputs alone but is also dependent onthe environment within which the bank operates. This environment is refers to as “PESTLM” comprising of

Political, Economic, Social Cultural, Technology, Legal and Marketing. The level of bank’s performance isdetermined also on how the institution can positively influence these environmental factors and effectivesurvive in a driven competitive environment.

In the last two decades, developments in Nigeria financial sector have reinforced the need for greaterconcern for corporate governance in financial institutions in the country. The role of governance on bankingperformance relating to economic growth cannot be over-emphasized. Banks are the pivot of moderneconomy, the repository of people’s wealth, and supplier of credit which lubricates the engine of growth ofthe entries economy. Ebhodaghe (1997).

The upsurge in the number of financial intermediaries following deregulation and the failure of a significantnumber of the institutions with attendant agony suffered by many Depositors/Customers and the systemicthreat to the economy, all underscore the imperative for greater concern for corporate governance infinancial intermediaries especially mainstream banks. For instance, between 1994 and 1995, five banksfailed and had their licenses revoked by the Central Bank of Nigeria (CBN) due to distress. This was to be atip of the iceberg as the distress situation worsened and later resulted in the closure of thirty other licensedbanks between 1998 and 2002.

With the catalogue of these failed banks even up to the period of consolidation in 2004 from the Nigeriabanking landscape, the ‘multi- million naira’ question now being asked by financial expects is how manymore banks would follow suit? It is against this back drop that this study attempts to examine corporategovernance and bank performance in Nigeria most especially the post- consolidation era. What has been theimpact of corporate governance to bank performance? Since the advent of newly adopted “code of corporategovernance in Nigeria launched by the past President Obasanjo on November 4, 2003, as there being anychange in corporate organization.


Adedipe (2013),there is no gainsaying that the present economy deserves a sound, stable and better banking performancefollowing the causative factors, such as unethical and unprofessional practices, poor management qualityamong others which contributed to low level of bank performance and sometimes lead to failure of bank.

The bitter experiences of Asian financial crisis of the 1990s underscore the importance of effective corporategovernance procedures to the survival of the macro economy. This crisis demonstrated in no unmistakableterms that “even strong economies, lacking transparent control, responsible corporate boards andshareholder right can collapse quite quickly as investor’s confidence collapse”.

In Nigeria, before the consolidation exercise, the banking industry had about 89 active players whose overall performance led to sagging of customers‟ confidence. There was lingering distress in the industry, the supervisory structures were inadequate and there were cases of official recklessness amongst the managers and directors, while the industry was notorious for ethical abuses (Akpan, 2007). Poor corporate governance was identified as one of the major factors in virtually all known instances of bank distress in the country. Weak corporate governance was seen manifesting in form of weak internal control systems, excessive risk taking, override of internal control measures, absence of or non-adherence to limits of authority, disregard for cannons of prudent lending, absence of risk management processes, insider abuses and fraudulent practices remain a worrisome feature of the banking system (Soludo, 2004). This view is supported by the Nigeria Security and Exchange Commission (SEC) survey in April 2004, which shows 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. This, as suggested by the study may hinder the public trust particularly in the Nigerian banks if proper measures are not put in place by regulatory bodies.

The Central Bank of Nigeria (CBN) in July 2004 unveiled new banking guidelines designed to consolidate and restructure the industry through mergers and acquisition. This was to make Nigerian banks more competitive and be able to play in the global market. However, the successful operation in the global market requires accountability, transparency and respect for the rule of law. In section one of the Code of Corporate Governance for banks in Nigerian post consolidation (2006), it was stated that the industry consolidation poses additional corporate governance challenges arising from integration processes, Information Technology and culture. The code further indicate that two-thirds of mergers world-wide failed due to inability to integrate personnel and systems and also as a result of the irreconcilable differences in corporate culture and management, resulting in Board of Management squabbles.

Despite all these measures, the problem of corporate governance still remains un-resolved among consolidated Nigerian banks, thereby increasing the level of fraud (Akpan, 2007). The causes of the recent global financial crises have been traced to global imbalances in trade and financial sector as well as wealth and income inequalities (Goddard, 2008). More importantly, Caprio, Laeven& Levine (2008) opined that there should be a revision of bank supervision and corporate governance reforms to ensure that deliberate transparency reductions and risk mispricing are acted upon.

The series of widely publicized cases of accounting improprieties recorded in the Nigerian banking industry in 2009 (for example, Oceanic Bank, Intercontinental Bank, Union Bank, Afri Bank, Fin Bank and Spring Bank) were related to the lack of vigilant oversight functions by the boards of directors, the board relinquishing control to corporate managers who pursue their own self-interests and the board being remiss in its accountability to stakeholders (Uadiale, 2010). Inan (2009) also confirmed that in some cases, these bank directors‟ equity ownership is low in other to avoid signing blank share transfer forms to transfer share ownership to the bank for debts owed banks. He further opined that the relevance of non- executive directors may be watered down if they are bought over, since, in any case, they are been paid by the banks they are expected to oversee.

As a result, various corporate governance reforms have been specifically emphasized on appropriate changes to be made to the board of directors in terms of its composition, size and structure (Abidin, Kamal and Jusoff, 2009).

It is in the light of the above problems, that this research work studied the ROLES OF CORPORATE GOVERNANCE ON THE PERFORMANCE OF BANKS in Nigeria.


This study seeks to achieve the following objectives:

  1. To ascertain the contributions of corporate governance to the overall performance of the NigerianBanking sector.
  2. To determine the extent to which noncompliance of corporate governance codes to the performance of Nigerian banking sector.
  3. To investigate if there is any significant change in the performance of banks in Nigeria by the proper implementation of corporate governance codes.
  4. To investigate the challenges facing the implementation of corporate governance codes to the performance of Nigerian banking sector.

This research work will be guided by the following research questions:


  1. What are the contributions of corporate governance to the overall performance of the NigeriaBanking sector?
  2. To what extent is noncompliance of corporate governance codes to the performance of Nigeria Banking sector?
  3. What are the significant change in the performance of Banks in Nigeria by the proper implementation of corporate governance codes?
  4. What are the challenges facing the implementation of corporate governance code to the performance of Nigeria Banking sector?

The following hypotheses form the basis for carrying out this study.


H0:   There are no challenges faced when implementing corporate governance code in the banking sector.


H1:   There are challenges faced when implementing corporate governance code in the banking sector.



          H0:   The extent at which noncompliance of corporate governance code in  performance of banks is not low.

          H1:   The extent at which noncompliance of corporate governance code in          performance of banks is low. 



The significance of the study is drawn from two stand points: Academic and practical view.

In the academic arena, this study will prove to be significant in the following ways;

  1. The study will serve as a body of knowledge to be referred to by future and present researchers.
  2. It will contribute to the enrichment of the literature on roles of corporate governance in the performance of Nigerian banks.

Practically, the study will result in broadening understanding of the following;

  • This study provides a picture of where banks stand in relation to the codes and principles on corporate governance introduced by the Central Bank of Nigeria. It further provides an insight into understanding the degree to which the banks that are reporting on their corporate governance have been compliant with different sections of the codes of best practice and where they are experiencing difficulties. Banks in Nigeria will also find the information of value in benchmarking their performance, against that of their peers.



The study covers the roles of corporate governance on performance of banks in Nigeria, a study of listed banks in Nigeria (first bank of Nigeria and UBA) both in Owerri.

     It examines the noncompliance, contribution and implementation of corporate governance code. It also seeks to investigate the challenges facing the implementation of corporate governance code to the performance of Nigeria banking sector.



Financial crisis: A financial crisis is a situation in which the value of financial institution or asset drops rapidly.

INSTABILITY: Is the quality of not being stable balance or predictable or unusually or unnaturally.

FIDUCIARY: If any person or institution that has the power to act on behalf of another in situation requires great trust honesty and loyalty.

TRANSPARENCY AND ACCONTABILITY: In corporate and governmental transparency and accountability are vital to a functioning democracy, especially in case where so much money is being traded for political influence.

ETHIC: Is a system of moral principle it affect how people make decision and lead their live it about what is good for individual.

INTERNAL CONTROL: This is defined in accounting as a process for assuring achievement of an organization objective in operational effectiveness and efficiency reliable to financial reporting and compliance with law, regulations and policies. It also involves the control risk of risk within the organization.

RISK MANAGEMENT: Is the process of identifying and controlling threat to a company’s assets.

FINANACIAL INSTITUTION: a financial institution is an institution that provides financial services for its clients or members. One of the most important financial services provided by a financial institution is acting as a financial intermediary. Most financial institutions are regulated by the government.

CREDIT: is the trust which allows one party to provide money or resources to another party where that second party does not reimburse the first party immediately (thereby generating a debt), but instead promises either to repay or return those resources (or other materials of equal value) at a later date.

INCORPORATION: Incorporation is the formation of a new corporation (a corporation being a legal entity that is effectively recognized as a person under the law). The corporation may be a business, a non-profit organization, sports club, or a government of a new city or town.

CONSOLIDATION: the action or process of combining a number of things into a single more effective or coherent whole.

CORPORATION STRUCTURE: Corporations can have many structures, but the most typical corporation organizational structure consists of the (1) board of directors, (2) officers, (3) employees, and (4) shareholders or owners. There is no limit — your corporation can have as many as are desirable or expedient to do business. On the other end of the spectrum, an individual can simultaneously be the sole shareholder, the director, the officer, and the employee.

INTEREST RATE: Interest rate is the amount charged, expressed as a percentage of principal, by a lender to a borrower for the use of assets

FINANCIAL INTERMEDIARIES: A financial intermediary is an entity that acts as the middleman between two parties in a financial transaction, such as a commercial bank, investment banks, mutual funds and pension funds.

MACRO ECONOMY: Macroeconomic involves the application of concepts, models, and theories, in order to understand and analyze problems and also evaluate policies.