“I believe this book would be a useful resource for board members, stakeholders and all who have an interest in the effective governance of companies.”
Mr Adedotun Sulaiman
Chairman
Financial Reporting Council of Nigeria
November 30, 2020
The Board of Directors, being the think-tank, of a company have the primary responsibility of steering the activities of the company in a manner that will yield good results and eventual success for the company. This is done majorly through the efficient use of the company’s resources. Corporate Governance; the way and manner in which a company is run, inevitably determines whether a company will successfully achieve its objectives or not.
The first edition of this book; published in 2007 and comprised of fifteen chapters, critically examined corporate governance principles whilst bringing to bare incidental issues to the topic. The challenge of agreeing on a general concept of corporate governance across jurisdictions was highlighted. It also featured the annotation of the Code of Corporate Governance issued by the Securities and Exchange Commission, Nigeria.
In this second edition, I have taken into cognisance key changes and developments in the Corporate Governance sector in Nigeria. The most important change being the release of new Code of Corporate Governance principles (the Nigerian Code of Corporate Governance (NCCG), 2018) by
the Financial Reporting Council of Nigeria (FRCN). Having been involved in the drafting of the Code, I have included annotations for the NCCG, identifying key issues that arise from the Code.
While tracing the historical timeline of the Corporate Governance Codes in Nigeria, I have compared some the sector-specific codes on Corporate Governance with the Nigerian Code of Corporate Governance, 2018. I also compared the 2011 Code of Corporate Governance for Public Companies with the Nigerian Code of Corporate Governance, 2018. Other new chapters have been introduced into the book which includes; “Governance Structures, Systems and Economic Development, Corporate Governance and Risk Management, and How Independent Are Independent Directors”.
The revised edition of Corporate Governance in Nigeria: Law and Practice is generally a one-stop reference material on Corporate Governance in Nigeria. It promises to be of immense value to legal practitioners, students, stakeholders and any other person with an interest in Corporate Governance.
Professor Fabian Ajogwu, SAN
Lagos Business School
November 30, 2020
I have pleasure in writing the foreword to this insightful edition of the book – ‘Corporate Governance in Nigeria: Law and Practice’ written by Professor Fabian Ajogwu, SAN
Corporate governance remains the bedrock of sustainable company growth and development, and has since moved from a good-to-have, to a must-have. It defines and delimits the exercise of authority over the direction of the enterprise and maintains a balance between competing economic
and social objectives of the enterprise. In this edition of the book, the Author carefully examined the legal and regulatory framework of corporate governance in Nigeria and the evolving practices. The book includes new perspectives and improvements from the first edition of the book including annotations to the National Code of Corporate Governance (NCCG) 2018 as issued by the Financial Reporting Council of Nigeria. The annotations make for a better understanding of the principles, and serve as the basis of discussing the evolving corporate governance practices.
A new chapter on corporate governance and risk management provides insights into the history and theory of risk management, policies, procedures and uses, and discusses the nexus between risk management and corporate governance. The discussion around what real independence on the board means and the role of independent directors is a useful guide for directors and for regulators as well in understanding the limitations to the independence of directors as well as how to improve real independence of directors. The Author draws on his experience on previous efforts in shaping the evolution of governance codes and guidelines in Nigeria to this latest work on the subject.
I believe this book would be a useful resource for board members, stakeholders and all who have an interest in the effective governance of companies. The second edition provides vital information on the subject and elaborately explains critical governance questions for the board room. I commend the Learned Author, Professor Ajogwu, for this rich resource.
Mr. Adedotun Sulaiman
Chairman
Financial Reporting Council of Nigeria
November 30, 2020
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