The primary duty of boards and managers is the effective use of the company’s resources to create value and achieve the objectives of the company. The realization of those objectives depends to a large extent on how well the company is governed. Efficient use of company assets couples with good governance invariably translates to higher probability of good returns on investments, its economic performance and the ability to attract capital on a sustainable basis.
In this book I have tried to lay out the principles of corporate governance, and in so doing, brought out the challenges of agreeing on a general concept of corporate governance across jurisdictions as a result of the different socio-political and economic environment prevalent in those jurisdictions at the time. I have tried to present the existing Corporate Governance practices in Nigeria, followed by an annotation of the Code of Corporate Governance issued by the Securities and Exchange Commission, Nigeria.
In the fifteen chapters, I have attempted to look at the legal and ethical perspectives of corporate governance, the code as well as implementation and enforcement issues. I have made reference to case law such as Caparo case to illustrate the position of the law or attitude of the judiciary to matters of fiduciary duties, professional and board responsibilities and liabilities. In all, I have attempted a study of dynamic practice of corporate governance in Nigeria, spurred even more by the recent consolidations in the financial services sector, and indeed the capital market within the past five years.
In annotating the Securities and Exchange Commission Code of Corporate Governance, I have, with a sense of familiarity (having drafted same), looked at the key issues from the debate and feed back from stakeholders, including perspectives from regulators on the subject. All of these have brought depth and meaning into this book on the law and practice of corporate governance in Nigeria. This book, a pioneer of sorts on the subject, laying no claims to perfection, and I therefore take full responsibility for any errors of omission or commission that may be found herein.
September 1, 2007