The cause of this discussion paper bothers on corporate governance and how its framework fits Nigeria system. Before I will go on to put forward my personal opinion, it will be necessary to draw our attention to this question: ‘What is the meaning of corporate governance?’ The above question is necessary because corporation governance has become the daily claims by corporate bodies that is, both the private and public sectors of this economy – in this country Nigeria. To get it clear the dream of Nigeria to belong to the world class which the government tagged vision 20:20:20 – will become reality when the best corporate governance practice is being seen as part of the orientation adopted both in the private sector and also in public sector.
Let now consider what corporate governance mean.
First, corporate governance should be seen as the system by which organisation are directed and controlled. This definition is drawn from Cadbury report.
Again, Oman defined corporate governance as: private and public institutions, including laws, regulations and accepted business practice, which together govern the relationship, in a market economy, between corporate managers and entrepreneurs (‘corporate insiders’) on the one hand, and those who invest resources in corporations on the other.
If we agree and believe in these two definitions on corporate governance, it is easy then to address the question: Is there a right corporate governance framework for Nigeria? I will say we do have corporate governance on papers and claims that it exist in Nigeria, but the reality is that there is no right corporate governance framework practice in this country (Nigeria). The feature of right corporate governance practices are: Transparency; Accountability; and Honesty
Furthermore, let’s consider the meaning of each identified features, itemised above as I believe that knowing them both in principles and in truth will reframe our minds towards practicing or doing things genuinely and in honesty manner.
Transparency means open and clear disclosure of relevant information to shareholders and other stakeholders, also not concealing information when it may affect decisions. While ‘accountability’ means that an entity and those entrusted with the governance of the entity’s affairs is answerable in some way for the consequences of their actions. The entity here implies both private and public sector entities. Again, honesty relates not only to telling the truth, but also not misleading people, or shareholders – who owns the organisation and other stakeholders. Lack of honesty include not only obvious instance of saying that he or she is dishonest such as taking bribes, but also reporting information in a slanted way that is designed to give an unfair impression. For example, scandalising another person falsely before the chief executive in order to get favour from him is dishonesty of the highest order.
If we need a right corporate governance framework for our country-Nigeria it is necessary we reform ourselves, that is, starting from our elders at the top down to our youths.
First-step: Our Institution of higher education need to be re-oriented mostly to ensure that lecturers being engaged to groom our future graduates are such persons that can be seen to be transparent and honest both in teaching and marking students’ examination answer script, and not the kind that cannot teach but uses his or her position to extort money from students or abuse them sexually in the name of awarding them A, B or C grade scores. High moral discipline is required in our higher institutions. The Federal and State government through National Assembly and House of Assembly should pass an enactment on behavioural code of conducts expected of lecturers in our higher institutions and this will form as part of the country’s corporate governance framework.
Second step: All recognised professional bodies in this country – Nigeria which include: Institute of Chartered Accountant of Nigeria (ICAN), Chartered Institute of Administration Nigeria (CIA), Chartered Institute of Secretaries and Administrators and others that are duly recognised should come together and form effective supervisory body that will enforce their members both in private practice and under employment so that discipline and transparency will be seen among them. Their students under government employment and in private firms need to be monitored over their activities. When the professional bodies institute right corporate governance practice then the issue that led to the question ‘is there a right corporate governance framework for Nigeria’ will turn to the right answer yes. Let the professional bodies’ exhibit transparency, accountability and honesty when exercising their fiduciary duties both in private practice and in engaged employment.
Third step: Those entrusted with governance at the government level as well as at the corporate level should avoid overriding internal control system in order to achieve their selfish desire. Such authorities should also avoid embarking on risky investment that will affect their citizen or people within their environment adversely because they want to achieve only their selfish desire. Risk should be that which will bring long term benefit to the entire economy. Those in the authority of governance at Federal, State, Local Government Areas and corporate bodies should exhibit transparency, accountability and honesty in their fiduciary duties to the electorate, owners of corporation and stakeholders, that is, building people confidence that will make them believe they have effective representative that can help to transform the economy and contribute in reducing unemployment and encourage investment. This will go ahead to reduce crimes and assure effective security.
Finally, the content of corporate governance framework need to be incorporated into our Companies Act and make it to become part of moral. Because I do not believe that culture and social life affect corporate governance framework. If we reflect back to our various communities we shall agree that they do practice corporate governance and citizens from those communities trust and believe on their leaders.
To ensure that Nigeria Corporate governance framework meet the global standard, it must adopt the OECD’s principle of corporate governance code but also reform such principle of corporate governance code to match with our local law and regulation, culture and social life, with good moral reform in our behaviour and character.
CHIMEZIE E. OGBULEKE
