The banking sector is among the most vital industries in any economy. There is thus a need for regulatory bodies to prevent any issue that may arise and lead into the collapse of this sector. One of the frameworks that have for a long time ensured that companies act in the interests of their stakeholders is corporate governance. However, situations have arisen where the corporate governance policies meant to protect the interests of shareholders and the business have been overlooked for selfish reasons and for the benefit of few company executive directors. Such situations are referred to as “corporate governance failures”
This proposal looks at the issue of corporate governance failure in Nigeria’s banking sector, discussing its contribution to the banking crisis of 2008. It also highlights a case of banks that were gravely affected by the banking crisis, one of them being the defunct Intercontinental plc. Important literature has also been presented and reviewed in this proposal. Further, the paper presents an overview of the methodological approaches that shall be used by the researcher in the collection of data necessary for attaining the research objectives.
For any economy to have a healthy and sustainable banking system, it is necessary for the parties involved in the banking sector to ensure that there is transparency and vibrancy. This enables the companies in the banking industry to maintain a positive image towards their clients and the general public. It is worth noting that in financial services’ sector, success of companies highly depends on the confidence that the target market has in them (McDougall & Levesque, 2000). This can easily be achieved by organizations when the guidelines of corporate governance are strictly and diligently adhered to.
The benefits of good corporate governance include promotion of goodwill and confidence of customers and other company stakeholders (Shleifer & Vishny, 1997; Kirkpatrick, 2009). In the banking industry, good corporate governance involves acting ethically to protect the interests of stakeholders and being transparent in financial and non financial reporting (Beasley et al., 2000).
Whilst the role of corporate governance is acknowledged by most executives and directors in the banking industry it is often overlooked. Weak systems or non-adherence to corporate governance have resulted to massive collapses of big corporations – within and outside the banking industry – across the globe (Skousen et al., 2005). Examples of companies that have failed in this respect are Enron in the United States and Cadbury and Intercontinental Bank in Nigeria. Many more incidents that depict corporate governance failure have been extensively documented in literature, especially in Nigeria and other developing and emerging economies (Solomon & Solomon., 2004).
The banking sector plays a major role in the growth of the Nigerian economy. It is a key driver of the economy and has over the years evolved since the establishment of Bank of British West Africa in 1894, the first bank in Nigeria. The banking environment in Nigeria has evolved from a government regulated environment to the era of Structural Adjustment Program of 1986 that aimed at regulating the economy based on pricing (Oso & Semiu 2012). Since the market deregulation and liberalization of bank licensing process, there has been an increase in interest to oversee the operations of a number of licensed banks by the CBN and the Nigerian Deposit Insurance Corporation.
However, in the recent times, range of problems have emerged with a number of banks being forced to shut down. The distress that has bedeviled the banking sector in Nigeria is said to have been largely caused by poor corporate governance. The recent financial meltdown, corporate governance failures and the fear of collapse of the financial system has led to the wave of consolidation in the banking industry, with the apex bank shrinking the number of banks to 25 and setting the minimum capital base of each bank at N25 billion (Oso & Semiu 2012). The crisis that is currently looming in Nigeria’s banking industry is a revelation of the inadequacy and failure of corporate governance in the realm of Business Corporation.
The current problems which have become more visible in the Nigerian banking sector have led to the calls for reforms in the banking sector as a whole. The distress experienced by financial institutions in Nigeria and across the globe has attracted much attention such that various initiatives have been put up to raise awareness of good corporate governance including by the IMF, Common Wealth Association for Corporate Program (CACG), Central Banks, United Nations Development Program (UNDP), the World Bank, and the Organization for Economic Cooperative Development (OECD), among many others.
Ongoing reforms that are currently underway including prosecution of executives of some banks and the nationalization of banks have brought to the fore this issue of corporate governance and the importance of this concept in the running of corporate organizations (Oso & Semiu 2012). This concept along with its various dimensions has gained increasing popularity in the recent times. Clearly, good corporate governance plays a major role in the running of business corporations and is an important step in building market confidence and ensuring long-term international investment flows into the country. Given its importance in the realm of business corporations, it is imperative that companies operate within standards that keep them focused on their objectives and hold them accountable to stakeholders (Oso & Semiu 2012).
This research aims to examine the subject of corporate governance failure and its contribution to the banking crisis in Nigeria in 2008. With reference to Intercontinental Bank Plc, this research seeks to attain the following set objectives:
To explore corporate governance failure across the globe.
To establish the extent to which corporate governance failure has led to the banking crisis in Nigeria.
To determine the complacencies of the regulatory bodies that have led to poor corporate governance in Nigerian banks
To explore on the various theories of corporate governance such as stakeholder and agency theory, and examine how they can be used to explain the failure of defunct international bank.
To propose a stakeholder approach for providing the single strategic framework for dealing with the crisis in Defunct International Bank
To establish and make recommendations of the other possible solutions that can be implemented by banks and regulatory bodies to prevent recurrence of such bank crises.
Several researchers have gained interest in the subject of corporate governance in the banking sector and for this reason, it has been extensively studied. This section intends to critically review some of these studies in relation to the situation in the Nigerian banking industry. To understand the literature on a broader conceptual setting, the paper will explore some of the definitions put forth by various researchers and their theoretical perspectives.
Corporate Governance and its Problems in the Banking Industry
According to Kirkpatrick (2009), corporate governance is concerned with ensuring that there is equilibrium between the economic goals of an organization and its social responsibility. In another definition given by Greuning and Bratanovic (2003), corporate governance is a set of mechanisms that have been set by stakeholders to ensure that the directors and managers involved in the managing the corporate resources, manage them in an effective manner. Das and Ghosh (2004) defined corporate governance from the investors’ point of view as “both the promise to repay a fair return on the capital invested and the commitment to operate a firm, efficiently given investments.”
Structures of corporate governance in the financial services’ sector are meant to specify and distribute responsibilities of different parties that are involved in running the company. According to Das and Ghosh (2004), some of the key elements of corporate governance include adherence to good board practice, transparency, clear definition of company stakeholder rights, and commitment of company directors. Fernando (2009) also points out the pillars of corporate governance, which are independence, fairness and accountability.
As argued by Kirkpatrick (2009), there are several components that constitute corporate governance. Therefore, poor governance can result from problems in any of these components. One of the problems that have affected corporate governance in the banking is the domination of company boards by one senior executive or small group of top executives that dictate the operation of the company. The apparent power that such executives possess might lead them to bypass some of the set regulations for their own benefit. Some of these benefits include financial remuneration or recruitment and appointment of staff members without following the set procedures. This argument is also supported by Greuning and Bratanovic (2003).
Another corporate governance issue in the banking sector, which was pointed out by Nguyen (2010) is wrong financial reporting and intentional financial statement fraud. As banks struggle to maintain a positive image to stakeholders and the public, they often give financial reports that are appealing to stakeholders but with false entries (Wells, 2011). The common way in which this is done is through the understatement of liabilities and overstatement of assets to falsely make the company appear to be making profits.
Financial statement fraud can also be carried out by individuals who find an opportunity to benefit themselves through indicating lower income figures and allocating themselves the difference. Rezaee (2005) argues that even though this can be pointed out and curbed by internal and external auditors, the auditors are also often involved in the cover up. Whilst financial statement fraud can give a good picture of the company to stakeholders on a short-term, the long-term effects are detrimental to the image and profitability of the business.
Other contributors of corporate governance failure include lack of corporate social responsibility initiatives by companies and failure of the board of directors to detect and address inadequacies in the company promptly (Fernando, 2009). Failure to involve shareholders in decision making, especially on policies that affect the company’s corporate governance, is also a contributor to corporate governance failure (Kirkpatrick, 2009).
Corporate Governance Theories
Several theories have been established to explain and provide a better understanding of the concept of corporate governance. This report explains two of these theories, which shall be used to explore the failure in defunct International Bank, that is, the agency and stakeholder theory.
The Agency Theory
The agency theory refers to propositions for governance of modern corporations, where many stakeholders permit separate people to take over the control of their firms. According to Fernando (2004), the people allowed to run the firms may not necessarily be shareholders but have the skills necessary for control or management of the corporation. The agency theory further proposes different ways in which the relationships between managers and owners can be examined, especially in cases where managers of the firm have no ownership of its resources. Jensen and Meckling (1976) argue that in a case where agents are not shareholders of the firm, they are likely to fail in adherence of the corporate governance policies that have been set by the company’s stakeholders. So as to counter or minimise such issues several measures need to put in place.
The costs that are incurred in setting up and implementing these measures are referred to as agency costs. For instance, firms need to have principal-agent risk-bearing mechanisms to examine the extent of risk that principals and agents can assume in return for the gains they expect. A number of critics have pointed out that many agency theorists only focus on the agency issues that arise from the agent’s side. For instance, Perrow (1986) points out that agency issues often exist both with the agents and principals. (Donaldson, 1990) argues that agents can also be viewed as team players and good stewards as opposed to being considered as opportunists and selfish.
The Stakeholder Theory
The stakeholder theory and its proponents argue that in any firm, there are several different groups affected by management. The stakeholder group in a firm comprises of its clients, suppliers, workers, regulatory agencies, the communities it serves and its shareholders. All these groups have different interests in the firm (Phillips, 2011). For instance, employees are interested in job security while shareholders expect dividends and sustainability.
This theory stresses on the fact that the different interests of the various stakeholder groups can have an impact on the way the firm is controlled. Even though this theory has been supported by several researchers, criticisms have emerged. For instance, because stakeholders of a firm comprise of many groups, it is difficult for them to come to a consensus on the way a company should be managed. In addition to this, it is difficult for the firm to be run in a way that satisfies all stakeholders (Mansell, 2013). Nonetheless, we propose a stakeholder approach as the single framework for managing the crisis. We propose the integration of this theory with other managerial perspectives particular theories of governance and agency.
What is known about Corporate Governance Failure in Nigeria’s Banking Sector
It has been argued by several analysts that the banking crisis in Nigeria has occurred as a manifestation of the poor adherence to the corporate governance guidelines that have been put in place (Central Bank of Nigeria, 2011; Oghojafor et al., 2010). Banking crises have detrimental impacts on economies, which may result in destabilizing governments and increasing poverty levels among populations.
Oghojafor et al. (2010) argued that many executives in the Nigerian banking sector lack the ethical principles and values that constitute good corporate governance. These include integrity, honesty, openness, mutual respect and being committed towards achieving organizational goals. Instead, they have prioritized their personal and selfish interests. This explains why the growth that was experienced by banks as well as the indices that were used in packaging their shares did not match the economic development of the banks. Such discrepancies indicate the trading off of banking practices for the benefit of bank directors and those that are loyal to them.
With reference to an auditing exercise carried out by the Central Bank of Nigeria (2010), it was established that five banks had an accumulation of loans of up to N500 billion, which led to the loss of bank shareholders’ funds. After an investigation that was carried out to establish the reasons for this malpractice, it was established that the key reasons included laxity among regulatory bodies charged with the responsibility of ensuring that the banks act in the interest of their shareholders.
In Nigeria, there has been insufficient commitment by the CBN in addressing the corporate governance issues that surround these banks. Onakoya et al. (2011) argues that the inadequacy of the CBN in instilling corporate governance in Nigeria’s banking sector is brought about by the dearth of personnel who are qualified and capable to execute the responsibilities of supervising and examining banking service providers. In addition to this, the possibility of compromise by the supervisors cannot be ruled out.
What is Unknown (Gaps in Research)
Whilst we have established that efficiency of corporate governance mechanism is an important aspect of governance reforms especially in the banking industry, there is still a dearth of research on this topic in the emerging economies. Identification of these gaps in research and carrying out studies that fill them aids in establishing recommendations that can help in preventing future detrimental impacts in Nigeria’s banking sector.
Given that emerging and developing economies are the most affected by corporate governance failure issues, it is necessary for more researchers to focus on these economies. The areas that have not been extensively covered include the roles of audit committees and the influence that company board members have on their effectiveness.
Further, ownership structure and its impact on firm performance with respect to corporate governance are still yet to be explored extensively in Nigeria. This area needs to be covered because of the influence that ownership structures has on accountability in business operations. Most of the researches that focus on ownership structures do not link it to corporate governance in Nigeria. Where studies have examined corporate governance failures and the impact of ownership concentration on firm performance, a large number of these studies have been based on data collected from the developed economies, which is not representative of all economies around the world.
Although such data may be generalizable, it should be noted that the contextual settings of the developed and developing economies differ greatly and as such might not give an accurate picture of the developing countries. As such, there is still a gap in literature on corporate governance in the emerging markets which not even this analysis can fill. Nonetheless, the Nigerian banking industry can borrow from corporate governance policies that have been implemented in developed countries that have stable banking sectors and make necessary amendments on its policies.
This analysis will be underpinned by the following research questions:
What are the key causes of corporate governance failure in the banking and financial services sectors
To what extent has the lack of corporate governance led to the failure and consequent takeover of Nigerian banks by Asset Management Corporation of Nigeria (AMCON)
What measures can be taken by the government and other regulatory bodies in Nigeria to ensure that corporate governance policies are adhered to
The main objective of the proposed dissertation is to examine the aspects of corporate governance which were lacking in the Nigerian banks that led to their failure and consequent takeover by Asset Management Corporation of Nigeria (AMCON). While the study will devote particular focus to Defunct Intercontinental bank Plc in Nigeria, it will also examine the corporate governance issues facing banks in general across the globe.
There are two approaches that can be considered in attaining this objective. It could either use the secondary approach or the primary approach (Silverman, 2010). While both approaches have their advantages and disadvantages, this study shall utilize both primary and secondary approaches.
Case study research strategy
The case study design will provide the most reliable data for the research. The case study approach is reputable for examining and understanding complex phenomena, including the issue of corporate governance. A case study approach has been chosen as it facilitates more in-depth analysis of the research topic.
As pointed out by Yin (2003), case studies are empirical inquiries that investigate contemporary phenomena within their real life contexts, and data is collected from multiple sources. It also extends experiences or strengthens of the already known concepts by linking it to previous researches. Defunct Intercontinental Bank plc has been chosen as the case study for this analysis. Data that shall be used in this research shall be qualitative, and shall be collected through interviews and other secondary sources.
Research design and philosophy
Our research will take an interpretive theoretical perspective and a descriptive research method will be used. A descriptive research has been chosen for the proposed dissertation in order to provide information on the current status and characteristics of Nigeria’s banking sector. Further, the descriptive research will be used to verify the following hypothesis
The lack of corporate governance led to the failure and consequent takeover of Nigerian banks by Asset Management Corporation of Nigeria
Data Collection and Sources
As aforementioned, this research shall use both primary and secondary data sources. Primary data shall be collected through questionnaire survey method. Copies of questionnaires shall be mailed to the company’s CEO and some staff of Asset Management Corporation of Nigeria. An address data base will be developed using information available on the company’s website. To improve on the response rate, the mailed questionnaires will be accompanied by follow-up letters. The participants will be required to return their completed questionnaires by mail.
Secondary data shall be obtained from company reports, archival documents, government reports and peer reviewed journals. A priority shall be given to secondary sources that address corporate governance in the Nigerian banking. Another factor that shall be considered in the selection of secondary sources shall be the periods in which they were published. Given that the banking crisis in Nigeria took place in 2008, it shall be worthwhile to select sources that were published between 2006 and 2013.
Selection of respondents has to be done using the most ideal sampling technique. Whereas several sampling techniques can be applicable, the most ideal sampling method will be snowballing. According to Yin (2010), snowball sampling involves identification of a few respondents that have the attribute being sought after by the researcher and asking them to refer other suitable respondents to the researcher. Bamberger (2000) argues that snowball sampling is one of the most ideal sampling techniques for researches that involve in-depth analysis. A total of 100 respondents shall be used in this research.
Another important aspect in research is the analysis of the primary data collected. Without data analysis, it can be difficult to evaluate the research and to compare it with findings from other studies. For the proposed dissertation, the qualitative data shall be analyzed using thematic analysis method. This would involve searching through the data collected and identifying recurrent themes. This analysis shall reveal the extent to which the lack of corporate governance has been responsible for the failure and consequent takeover of Nigerian banks by Asset Management Corporation of Nigeria.
Limitations of the research approaches used
Even though it is definite that the research objectives of this research shall be met and research questions answered, there are several weaknesses that are associated with the qualitative approach (Yin, 2003). For instance, the scope of qualitative case studies is often limited to single or a small number of cases, a characteristic that makes it difficult to establish generality and reliability of the results obtained.
In addition to this, utilization of primary qualitative research poses a challenge in establishing whether the responses given are true or false (Miles, 1979). As argued by Kopala and Suzuki (1998), findings that are presented in qualitative research could be those considered by the researcher as appropriate or significant to the research. Thus, they are prone to researcher biases. The challenge associated with secondary research is the difficulty to find sources that address specific issues of interest at specific times.
Reliability and Validity
To ensure reliability and validity is achieved in the research, the researchers shall ensure that qualitative data is collected from a wide variety of sources. This will help in avoiding the biases that are synonymous to qualitative research. The utilization of data from secondary sources shall supplement the data collected by interviewing research respondents.
Further, to improve the practical applicability and overall validity of findings, key professionals in corporate governance shall be asked to assess the practical application of the questionnaire before being mailed to the respondents. These key professionals may include senior members of the Corporate Governance Code Development Committee in Nigeria. Modifications shall be made to incorporate comments made by these professionals.
Several ethical issues have to be considered by researchers, especially in researches that involve human respondents (Patton, 2002). The researcher shall inform respondents over the phone call prior to mailing the questionnaires about the research and objectives that are intended to be met. This will enable respondents to give an informed consent before participating in the questionnaires. Given the sensitivity of the research, it shall also be necessary for the researcher to ensure that there is confidentiality of the personal information of researchers. As such, the researcher will attach a copy of the ‘Participant’s Information Sheet’ to convey confidentiality of their responses. Ethical issues may also arise from utilization of secondary sources without the consent of the original authors. For this reason, the researcher shall ensure that all the sources are acknowledged in the final dissertation report.
This paper has clearly presented a proposal that shall guide the process of carrying out the research and meeting the set objectives. It has presented and reviewed literature from several academic sources on the subject of corporate governance and the banking crisis in Nigeria. This paper has also provided the methodological approaches that shall be undertaken during the research and ethical issues and limitations that may arise when conducting the research. The paper also proposes ways in which it will address such ethical concerns and limitations and outlines ways in which it will improve on the reliability and validity of its findings.
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