This paper is to be cited as follows:

Adegbite, E. (2015), "Good corporate governance in Nigeria: Antecedents,

propositions and peculiarities", International Business Review, Vol. 24(2), pp. 319-
330.

GOOD CORPORATE GOVERNANCE IN NIGERIA: ANTECEDENTS,

PROPOSITIONS AND PECULIARITIES

ABSTRACT

Relying on an alternative theoretical framework (i.e. institutional theory), rather than

the dominant agency theory, this paper examines the connections between corporate

governance mechanisms and good practices, as informed by an empirical and

contextual analysis. On the basis of research methods triangulation, this study

presents nine specific antecedents of good corporate governance in weak institutional

settings (Nigeria). The study points out how each of these antecedents must be

understood, articulated and harnessed, on the basis of relevant institutional

peculiarities, in order to address contextual governance challenges. This study adds to

the institutional theorising of good corporate governance, by paying attention to the

context (African), efficiency (instrumentality) and legitimacy (symbolic) in

explaining the firm-level drivers of good governance practices in an international

business environment.

Keywords: Good Corporate Governance; Agency Theory; Institutional Theory;

Nigeria; Africa; International Business; International Corporate Governance

1.1 INTRODUCTION

The agency theory was seminal in furthering modern corporate governance

discussions. However, corporate governance in an international business context is

notably influenced by institutional factors (Williamson, 1985; Powell and DiMaggio,

1
1991; Peng, et. al., 2009; Tolbert and Zucker, 1983; Creed, et. al. 2011; Suddaby and

Greenwood, 2005). Orientations towards the antecedents of good corporate

governance across varying national economies should therefore inculcate a broader

perspective of institutional contingencies (Aoki, 2001; Aguilera & Cuervo-Cazurra,

2004; Aguilera et al., 2007). Institutionalism based corporate governance literature

progresses discussions much further from the boards of directors, to the legal

structures and financial markets, and to the wider cultural understandings about the

role of the corporation in a modern society (Davies, 2005). This has led to a maturing

recognition of the institutional effects on corporate governance in developed countries

(Aguilera & Jackson, 2003; Aguilera, 2005; Lubatkin, et. al., 2007). In developing

countries, usually marred by weak institutions, there is a comparative lacuna in

literature even though there are prospects of a promising debate (Adegbite, et. al.

2012).

In this debate, a question that remains unanswered is how firms can, by themselves,

promote good corporate governance in weak institutional settings? This is an

important question for both local and international business firms. In providing

insights to this question, this research inquiry employs a case study of Nigeria in order

to investigate how good corporate governance can be promoted at the firm level in a

weak (corrupt) institutional environment. The Nigerian weak institutional context

makes corporate law enforcement and self-regulatory initiatives remain in idealism

(Yakasai, 2001; Ahunwan, 2002). Also, relevant market pressures such as the market

for corporate takeovers and shareholder activism, are either absent, non-vibrant or

corrupt (Amao and Amaeshi, 2008; Adegbite, et. al. 2012). This study thus accounts

for the institutionally peculiar challenges and deficits inherent in corporate Nigeria

2
and suggests effective ways to address them at the firm level. This is done in the light

of the applicability of main-stream theories, and the danger of ‘taken for granted

assumptions’. The study approaches the phenomenon of good corporate governance

from a less normative stance and presents how the agency and institutional

perspectives both obtain in the Nigerian environment. As a result, this study

highlights areas of similarities of the Nigerian environment in the context of the

extant literature, as well as accentuates important institutional contingencies and how

these shape corporate governance.

This forges ahead an institutional theorising of good corporate governance, by paying

attention to the context, efficiency/instrumentality and legitimacy of good governance

mechanisms in an international business environment. Discussions in this paper also

help to contributes to the comparative institutionalist perspective of corporate

governance with insights from a less discussed research site – Nigeria (Jackson &

Deeg, 2006; Bohle & Greskovits, 2006; Taylor & Nolke, 2008; Adegbite, et. al.

2013). Empirically, this adds to the budding literature on corporate governance in

African countries (Briston, 1978; Abor, 2007; Kyereboah-Coleman, 2007; Sunda,

2008; Mangena and Chamisa, 2008; Sanda et al., 2010; Bokpin, 2011; Mahadeo et al.,

2012; Mangena et al., 2012; Ntim et al., 2012). Also, the study highlights the benefits

of a qualitative design and a reliance on institutional theory in examining the

antecedents of good corporate governance in weak institutional contexts.

Nigeria, Africa’s largest economy (The Economist, 2014), provides a useful empirical

context due to the distinctiveness of its corporate governance system from the

frequently researched Anglo-American systems. For example, the development of

3
corporate governance in Nigeria is characterised by founding families who frequently

retain control on boards and on the management. Most times, the family is also

responsible for corporate strategic direction and performance outcomes of public

listed companies (Husted and Allen, 2006; Lien, et.al. 2005; Adegbite, et. al. 2013).

Also, corporate Nigeria presents a moderate representativeness of corporations in sub-

Saharan Africa. However, whereas the cavernous lacuna in literature on corporate

governance in Nigeria is receiving increasing scholarly attention (Okike, 2007;

Adegbite, et. al. 2013), authors have predominantly focussed on the environmental

determinants of corporate governance in the country. This paper extends the macro-

level descriptions of the budding empirical literature by presenting firm-level drivers

of good corporate governance and offering suggestions on how African nations can

structure their business corporations to prevent corporate corruption i. The rest of this

study is organised as follows. The author first presents a review of relevant literature

which guided the development of the research question and thereafter the

methodology adopted in this study. Next, the findings are discussed. Lastly,

contributions are summarised and some implications for theory, practice and future

research are highlighted.

1.2 INTERNATIONAL BUSINESS (CORPORATE) GOVERNANCE:

THEORETICAL DEVELOPMENT AND RESEARCH FOCUS

Dominant perspectives on the drivers of good corporate governance across the world

have been situated within the agency theoretical framework. An agency relationship is

related to or resulting from a contract under which shareholders (principals) engage

managers (agents) to perform some service on the former’s behalf, involving the

delegation of decision making authority to the latter (Jensen and Meckling, 1976).

4
Agency theory provides a framework for examining the relationship and contentions

between shareholders and management (Fama, 1976, 1980; Jensen and Meckling,

1976). This is due to the self-behavioural tendencies of managers, given the

separation of firms’ ownership from control (Berle and Means, 1932; Fama and

Jensen, 1983). The principal-agent framework thus suggests how shareholders can

ensure that managers protect and maximize their wealth by putting in place drivers of

good corporate governance (Shleifer and Vishny, 1997). These drivers primarily seek

to align the interests of managers with shareholders (Filatotchev, et. al., 2007; Miller,

2010; Wahab and Holland, 2012; Lopes and Walker, 2012). Good corporate

governance is therefore a reflection of a company’s values, culture and policies

concerning the maximization of shareholder value in a legal, ethical and sustainable

way (Murthy, 2006; Demirag, Sudarsanam and Wright, 2000).

Agency theory, premised upon developed Anglo-Saxon markets, is however limited

in shaping academic and organisational approaches to corporate governance in an

international business context (Learmount, 2002; Bradley, et. al., 2000). For example,

there is empirical evidence that normative drivers of good corporate governance

cannot be transplanted across countries without significant misalignment (Hove,

1986; Chang, 1992; Adegbite and Nakajima, 2011; Demirag, Sudarsanam and Wright,

2000). The agency framework does not encapsulate the multi-dimensional complexity

and character of the corporate governance phenomenon in an international context

(Filatotchev and Boyd, 2009; Van Ees et al., 2009; Adegbite and Nakajima, 2011;

Gomez-Meijia and Wiseman 2012). Furthermore, the agency conflict can be dealt

with in different ways in different countries. For example, it is addressed through

dispersed ownership, markets for corporate control and contractual incentives in the

5
UK and USA, and through weaker managerial incentives and greater supply of debt in

continental Europe and Japan (Aguilera and Jackson, 2003; Forker and Green, 2000;

Miller, 2010). The agency theory is therefore unable to fully account for cross-

country differences in its operationalization. This is particularly relevant to

comparative discourse on national systems of corporate governance, and for the

corporate governance of international businesses.

The agency theory also suffers from another important limitation in international

business governance research. The theory presupposes the operation of an efficient

and competitive market environment, where corporate ownership is dispersed,

information asymmetries are minimal and competitive pressures are maximal

(Udayasankar et al., 2005). In many developing market economies, however, these

agency theory presumptions are predominantly invalid. For example the aftermath of

Nigeria’s independence from Britain in 1960 led to an indigenisation programme

which resulted in majority ownership (by government, individuals and families) in

corporate Nigeria (Nmehielle and Nwauche, 2004). As a result, there is no single best

institutional arrangement for organizing economic systems and corporate governance

(Hollingsworth and Boyer, 1997). International business (corporate) governance

scholarship is thus enriched by the appreciation of local institutionalisms which shape

the configuration and dynamics of corporate governance in varieties of capitalism.

Institutional theory offers a helpful complementary lens to the agency theory.

Institutional theory accounts for the deeper and resilient aspects of socio-cultural

structure, and considers the processes by which organisational schemas, rules, norms,

and routines are established as guidelines for corporate behaviour (Scott 1987, 2004).

6
Local organisational structures arise as reflections of rationalised institutional rules

which function as myths that organisations incorporate (Meyer and Rowan 1977).

Recent studies have thus begun to document the institutional effects on different areas

of international corporate governance studies. These studies include the institutional

effects on family businesses (Leaptrott 2005); on corporate governance and director

accountability (Aguilera 2005); and on corporate social responsibility (Campbell

2007). On the country level, Liu (2005) documented the effects of China’s unique

institutional setting in the pre-determination of its corporate governance model.

Boehmer (1999) did a similar analysis on Germany. The institutionalist perspective

provides insights into the complexity of corporate governance structures and practices

with regards to their peculiarities across sectors, nations and regions. These

peculiarities become even more important when comparison is drawn between strong

and weak institutional contexts (such as Nigeria).

Recent and on-going developments in Nigeria continue to focus scholarly, practice

and policy attention on the corporate governance debate. ii In addition, the peculiarities

of Nigeria’s turbulent history of public and corporate corruption provide a rich

outlook to show how good corporate governance can be promoted amidst weak

institutional parameters. Corruption is a measure of the strength of an institutional

environment and corporate governance. For example, the World Bank Anti-

Corruption and Governance Index is based on six broad measures of good governance

including: (1) voice and accountability, (2) political stability, (3) government

effectiveness, (4) regulatory quality, (5) rule of law and (6) control of corruption

(Kaufmann et al. 2008). Based on all of these criteria, Nigeria is regarded as a very

weak and corrupt institutional context (Kaufmann et al. 2008; Adegbite, et. al. 2012).

7
Furthermore, at number 144 out of 177 on the Transparency International (TI) 2013

corruption index, Nigeria remains one of the most corrupt countries in the world,

despite the country’s anti-corruption efforts in the past decade. Also the World Bank’s

Report on the Observance of Standards and Codes (ROSC) in the corporate

governance practices in Nigeria highlights significant institutional weaknesses in

terms of regulation, compliance, and enforcement capacities (ROSC, 2004).

The numerous corporate governance scandals in the past decade and the limited

success of regulatory reforms and prosecution of offenders further help to underscore

the usefulness of a Nigerian case study for this research inquiry (Okike, 2007;

Adegbite et. al. 2012; 2013; Amao and Amaeshi, 2008; Yakasai, 2001). This research

study is thus guided by the question: How can firms promote good corporate

governance (and prevent corporate corruption) in weak institutional settings? In

other words, what are the key antecedents of good corporate governance at the firm

level in developing countries? The findings of this inquiry will help augment the

literature on corporate governance in developing countries, which suffers from a

comparative dearth, particularly in relation to the institutional (contextual) drivers of

good corporate governance.

1.3 METHODOLOGY

The study adopted a mix of the following qualitative research methods: in-depth

interviews, focus group discussions, direct observations and case studies. This helped

to offer a better understanding of the subject matter as they relied on understanding

processes, behaviours, and conditions (Flick, 1992; Wang, 2006; Van Maanen,

1979).iii The mix-method approach allowed access to corporate governance

8
specialists, across different professional/disciplinary backgrounds and institutional

capacities (see Tables 1 and 2). Given their positions, this research benefited from

their insider views of the drivers of good corporate governance in sub-Saharan Africa

(see also Filatotchev, et al., 2007; Aguilera, et al., 2008; Hendry, et al., 2006; 2007;

Bogdan & Taylor, 1975; Das, 1983; Van Maanen, 1998; Patton, 1980). This further

brought high degrees of objectivity and reliability into the process of identifying the

drivers. Also, this enriched data, prevented similitude, and served as an experimental

control mechanism upon which different views were assessed and compared.

From the outset, 112 key potential respondents, were identified and contacted via

emails, telephone calls, and in person, outlining the research agenda. Snow-balling

technique and third party informants who have useful industry links also proved

helpful to gain access to these high-calibre respondents (see also, Amaeshi et al.,

2006) until data saturation was reached.iv Part of the data collection process included a

two month field work in Nigeria between May and July, 2008 and another one month

data collection in September 2012. The latter data collection efforts in 2012 helped to

validate, update, as well as gather further evidence on the themes that emerged from

the data from 2008. Particularly, the data respondents in 2008 were re-consulted in

2012 and the views they expressed were consistent and helpful in addressing and re-

examining the research inquiry.

INSERT TABLES 1 AND 2 ABOUT HERE

An interview/focus group guide was sent to potential respondents in order to facilitate

their preparation (Lynn, et. al. 1998). This also enabled respondents to broadly discuss

issues which led to in-depth comments, beyond the ‘confines’ of the questions asked,

9
thus constituting a rich data on the research topic. The guide (see appendix) are in line

with previous studies (Filatotchev et al., 2007; Hendry et al., 2007; Aguilera et al.,

2008), and were pre-tested to ensure their validity, reliability and contextual

relevance. The participants were promised confidentiality to encourage uninhibited

responses. Therefore, numerical codes (from D1 to D42) have been used to

anonymise their identities. This is also the case with responses from focus group

respondents. The use of numerical codes further indicates the spread of responses

across the entire respondents. Wide-ranging questions were asked in order to gain a

set of comparable responses drawn from real life business and personal experiences

free from fear or bias (Sewell, 2008). The average duration of interviews was 60

minutes. In total, there were 26 interviews, which were face-to-face and tape-

recorded.

Furthermore, two focus group sessions were held in Lagos – the financial capital of

Nigeria; one had 9 members and the other had 11, totalling 20 respondents. In order to

increase the efficiency of the focus groups and to allow members to expressly discuss

the topics of interest without actual or perceived intimidation, the size of the groups

were kept small (see Ewings, et al., 2008). Certain degrees of overall representation

were achieved with participants drawn from different backgrounds and functions, so

as to harness a mix of different perspectives. Discussions were tape recorded and each

took an average of 90 minutes. The total number of respondents for the interviews and

focus group discussions is 42v, representing a response rate of 37.5% of the original

112 key contacts. Direct observations of annual general meetings and case study

analysis further facilitated the triangulation of evidence across different sources.vi

10
The overall methodology helped to understand, contextualise and rigorously verify

the impediments as well as the antecedents of good corporate governance in Nigeria

and thus formed the basis of the subsequent descriptions and discussions. There was a

very high degree of agreement amongst respondents’ comments, which were also in

alignment with the observations made and cases studied. The data collected were

largely representative due to the multi-stakeholder participation and the lack of

commonality among the respondents who refused/or could not be interviewed or

participate in focus group discussions.vii In order to minimise respondents’ position

bias (Miller et al., 1997), respondents who satisfied the purposive sampling

requirement of competence were those selected (Hughes & Preski, 1997). The data

collection techniques employed generated over 1,000 pages of transcribed texts which

were qualitatively analysed in two phases. The first phase was a pilot, which

constituted some familiarisation and random sense making of the data. This

preliminary interpretation of the data suggested some patterns around the drivers of

good corporate governance in Nigeria as it relates to her institutional context. A

coding scheme was then developed around these emergent themes. The data were

analysed with Nvivo 8 – qualitative data analysis software– and the inter-coder

reliability was well over 90%. Extracts from the data (see Table 3 for the

demographic information of related respondents), presented in italics, have been

employed to further indicate the link between the findings and discussions.

INSERT TABLE 3 ABOUT HERE

1.4 FINDINGS AND DISCUSSIONS

1.4.1 The Corporate Governance Challenge in Nigeria

11
Following independence, Nigeria’s economic liberation strategy gave rise to four

main groupings of corporations in terms of their ownership structure (see Table 4).

With a possible exception of Group B companies, the findings of this research in the

main suggest that the state of corporate governance in Nigeria is notably unimpressive

across all groups, despite some achievements in the past decade. The history of

corporate enterprising and governance in the country has been tainted with several

high-profile corporate failures and corruption in various sectors of the economy. viii

Findings suggest that corruption is rife in the Nigerian private sector (Punch, 2010;

Yakasai, 2001; Adegbite, et. al. 2012).

INSERT TABLE 4 ABOUT HERE

Four major recurring themes, at the firm level, which emerged from the research data

with regards to the rationale behind the corruption and the poor state of corporate

governance in Nigeria, are as follows:

1. Weak board governance: encompasses the lack of sufficient capability,

independence and heterogeneity in board composition, bogus board reputation

and non-robust board evaluation.

2. Weak executive monitoring and accountability: due to corrupt shareholder

activism by shareholders’ associations and the lack of vibrant institutional

shareholders.

3. Corporate (private) corruption: between the board and managers, mostly at the

expense of uninformed minority shareholders and other stakeholders. This

allows for an opaque executive compensation structure which reinforces

corporate corruption.

12
 4. Public - private corruption: involves collaboration of regulators with

corporations to circumvent regulatory provisions and perpetrate corruption.

Taking into account Nigeria’s institutional climate on the one hand and grounding in

prior literature on the other hand, the following discussions examine nine firm-level

antecedents of good corporate governance in Nigeria as generated by the research

data. Respondents were generally unanimous with regards to the vital importance of

these antecedents although there were subtle differing perspectives regarding how to

promote some of them. Discussions take a less normative approach towards these

drivers, which is prevalent in the extant literature, but accounts for the peculiarity and

specificity of the sub-Saharan African context. As a result, the discussions suggest

alternative approaches and modifications in enacting these drivers to collectively

promote good corporate governance in an international business context.

1.4.2 Good Corporate Governance in Nigeria: Antecedents and Propositions

1.4.2.1 Board independence

Board independence connotes a willingness to bring a high degree of rigour, scrutiny

and objectivity to the evaluation of a company’s management (Langevoort, 2001).

Several parameters, which promote board independence, have been highlighted in the

literature. For example, consolidating the roles of the CEO and that of the chairman

into one position amounts to undue concentration of power and influence into one

individual, which jeopardises board independence (Daily & Dalton, 2003; Filatotchev,

et al., 2007). An, interviewee D41 noted that “…. We were able to improve our

corporate governance when we separated the two roles.” In another interview, D3

notes as follows; “I stepped down as chairman voluntarily to improve our governance

13
structure and processes.” Also interviewee D25 highlights that: “a board needs the

benefits of “two wise men” to administer the responsibilities of the CEO and

Chairman.” This is in agreement with the management and business strategy

literature which suggests that the absence of CEO/Chairman duality promotes

efficiency and better firm performance (Filatotchev, et al., 2007).

However, this study found out that many CEOs, upon retirement, become the

chairmen and continue to retain strong influences on their successors. As a focus

group respondent (D7) notes, “we still need real board independence.”An

interviewee (D39) also highlights thus: “I became the chairman after I retired as the

CEO”. This situation is common especially as many Nigerian CEOs are majority (or

strong minority) owners of their company’s shares which enables easy transmutation

of CEOs into the Chairmen of companies (Ahunwan, 2003). This study proposes that

a dispersal of share ownership is a precursor to achieving board independence in

Nigeria. Also, there are regulatory provisions which encourage all board committees

(especially board audit committees) to be composed of independent directors,

including members of shareholders’ associations. However this research study found

out that even as members of shareholders’ associations may be appointed to the

board and board committees, executive managers corrupt their independence (D7).

This study proposes that board independence in Nigeria will have to extend beyond

the legal framework and the prescriptions of corporate governance regulation, but

must address the executive management capture of the regulatory arrangement.

Furthermore, findings of this study show that the traditional role and overbearing

influence of family ownership on the appointment of board members limits their

oversight function and independence (see also Klein, et. al. 2004). Although reliance

14
on certain independence standards can lead to practicable structural reforms and

promote effective corporate governance (HLR, 2006), the author proposes a healthy

combination of directors who are and who are not linked to the controlling

shareholder and management (D41).

1.4.2.2 Board heterogeneity

Board heterogeneity, in terms of age, human capital, and ethnic tribe are important

diversity parameters that must be contextually considered in order to promote

board cohesiveness and effectiveness in Nigeria. The requirements for directorship

appointments as prescribed by the SEC Code and the CBN Code are that individuals

of high calibre must occupy board positions. However, the market for such

individuals is small in Nigeria. A respondent D29 notes, “there are not that many

highly experienced executives, such that you have to appoint the same people on

different boards.” This study proposes that imposing a limit on multiple directorships

may inhibit board effectiveness and efficient governance. This view was widely held

by other respondents.

Furthermore boards of Nigerian firms, especially those that operate nationally, have to

reflect the diverse cultural ethnicity of the country in their composition. Although,

there is no regulatory requirement for this, the rationale behind it extends to the

essence and informal resolutions of the post-colonial Nigerian republic ix. As a result,

there is a strong societal expectation for ethnical spread in the governance of

corporations. “Boards with sufficient tribal diversity are considered to have better

governance systems and will further have a sense of belonging and identity

throughout the country” (D10). This is also important to customer loyalty, brand

15
reputation and eventual firm performance. Hence the author proposes that tribal

diversity should be reflected in board composition in Nigeria. The reflection of tribal

identities in boards could itself be informed by consideration of religious differences

along tribal lines in Nigeria.x

Lastly, there were inconclusive results from this research with regards to the role

played by age heterogeneity in board composition. According to interviewee (D3)

younger directors “ask more searching governance related questions”. Some

respondents however noted that experience of the Nigerian complex business

environment, spanning over many years of executive life, is important in the board of

large companies. A proposition which thus emerges for Nigeria is that of a healthy

combination of both young and older directors (see Fox, 2007). Also, an interesting

line of future research inquiry would be to examine the relationship dynamics

between young and old directors. This would be insightful given that the Nigerian

society is culturally characterized by a large power distance and strong uncertainty

avoidance (The Hofstede Centre, 2013) with board appointments usually based on age

and seniority.

1.4.2.3 Board (directors’) reputation

This study proposes that reputable board members bring credibility to the company.

A respondent (D9) noted that “the problem we have … in the corporate sector is that

of leadership crisis. We simply have corrupt leaders at the helm of affairs. There are

only few reputable people”. According to respondent (D20); “directors with high

repute are more objective”. “There is a very strong link between the quality of our

governance and the reputation of our board members” (D4). However, there is a

16
limited market for this group of highly experienced and reputable directors. This

highlights the need to increase the number of such individuals, which relates to raising

aspirations towards professionalism and good behaviour.

1.4.2.4 Board evaluation

The regulatory framework (the CBN and SEC codes) notes that board performance

appraisal should be done by an outside consultant. However, this practice has resulted

in a box-ticking exercise, where the performance of all board members is rated

optimum. The results of this study are consistent with Carey (1993) and posit that

self-evaluation of directors is the preferred alternative.While self (internal) evaluation

and external evaluation are options which have their benefits and limitations, this

study proposes that one thing not to do because of the Nigerian cultural peculiarity is

to conduct a board appraisal which resembles a “boss-employee” type (D35).

Although board evaluation is still relatively unpopular in Nigeria, board performance

should be assessed in terms of individual members’ appraisal as well as the entire

board. With respect to this, there is the need for relevant stakeholders to be educated

on the benefits of effective board evaluation.

Furthermore, Nigeria is witnessing the emergence of advisory groups, nominated by

shareholders, to guide, monitor and provide board evaluation. Advisory groups are

comprised of retired board chairmen of high repute and useful experience in board

processes and corporate governance. Although boards are not bound by their

recommendations, their persuasion, calibre and reputation create a sense of authority

and an indirect/informal but effective board evaluation. This “is taken very seriously

17
by board members (D20)”. “An advisory board can be regarded as a “council of

elders”” (D41). This research study proposes that advisory boards should be

encouraged as overarching informal governance mechanism, as this further draws

legitimacy from the Nigerian culturally inclined regard for the opinion of elders.

1.4.2.5 Foreign (Large) institutional shareholders

i
“Corruption which has traditionally been at the centre of corporate governance issues in Nigeria (and
especially in Nigerian banks) thrived and became a ‘way of life’, during the military regimes which
followed the country’s independence from Britain. For example, in the early 1990s, the country’s
financial sector experienced a major turbulence which resulted in the collapse of several financial
institutions, and led to the erosion of investors’ confidence (ROSC, 2004). This was as a result of
several corrupt practices and dealings which involved managers and directors of listed banks”
(Adegbite, 2012a; 214).
ii
Some of the recent regulatory reforms on corporate governance in Nigeria include the 2003 Code of
Corporate Governance in Nigeria (SEC Code); the 2006 mandatory Code of Corporate Governance for
Nigerian Banks post consolidation (CBN Code); the 2007 Code of Conduct for Shareholder
Associations in Nigeria; and the National Code of Corporate Governance which is currently being
developed. Whilst these codes have helped shape the debate on corporate governance in Nigeria, they
have led to a plethora of regulation, at times, conflicting and encouraging non-compliance.
iii
This study was part of a larger research project which critically examined the major internal and
external determinants of good corporate governance in Nigeria, including a scrutiny of corporate
governance, the state of corporate governance and responsibility in Nigeria, the institutional
determinants of good corporate governance in Nigeria and the emergence of institutional maintenance,
the regulation of corporate conduct in Nigeria, the politics of shareholder activism in Nigeria, and the
implications of the multiple influences on corporate governance practice in Nigeria; hence the
extensive methodological approach adopted.
iv
Data saturation occurs when the data already collected copes adequately with new data without
requiring continual extensions and modifications (Dey 1999).
v
The total number of respondents is 42, as opposed to 46 (26+20) given that 4 interviewees were also
part of the focus group respondents.
vi
Direct observations were made in order to complement and validate the data collected through
interviews and focus group discussions. For example, the annual general meetings (AGMs) of two
listed corporations were attended and observed. Here, the author took down notes of proceedings and
interactions. Attending these AGMs allowed for more access into the complex interactions between
stakeholders, which inform corporate governance in Nigeria, providing insights into what research
subjects do, and not what they say (Wells & Lo Sciuto, 1996). This engagement through observation
further helped to understand the context of study and offered a very fast and focused investigation, in
such a way that the researcher is watching rather than taking part and become immersed in the entire
context (Trochim, 2000). Furthermore, in ensuring further validity of data collected from prior
methods, findings were further interrogated by looking deeper into the specific situations and contexts
(case studies). Two of the major sources of information were documents and archival records.
Documents included relevant memoranda, corporate agendas, media reports, and regulatory
administrative documents. Archival records included past companies’ annual reports and accounts,
annual general meeting minutes, chairmen’s statements, past regulatory records, amongst others.
vii
In the main, their very busy engagements, inability to fix a suitable appointment, and the
time/resource constraints during the data collection process are responsible for their refusal/non
participation. Furthermore, notably beneficial to the data are the views of the representatives of civil
society bodies in Nigeria, such as the aforementioned SCGN, Convention of Business Integrity (CBI),
and Transparency Nigeria. The research further leveraged on these to identify and gain access to
respondents whose perspectives on the research topic are largely homogenous and similar to those non-

18
Institutional investors are expected to provide adequate policing of corporate

management in ways which individual dispersed shareholders are incapacitated to do

(Jacoby, 2007; Prevost & Rao, 2000; Romano, 2001). In Nigeria, both local and

foreign institutional investors are currently playing limited roles in the corporate

governance of listed firms. “Like ordinary passive individual shareholders, they tend

to be focused only on the short term returns… not corporate governance” (D33).The

impact of the few indigenous institutional shareholders has also been constrained by

the size of their investments. This study found out that there is a significant

expectation that large institutional investors, especially foreign/international ones, can

promote good corporate governance in Nigeria. However, this study proposes that in

order for foreign institutional investors to be effective, their board member

representative needs to be someone with sufficient human capital and knowledge of

the Nigerian business terrain(D39)” The board member representative must have the

courage to challenge executive corruption. Foreign institutional shareholders can

further constitute a rich resource for new ideas and can provide the long-term

financing that corporate Nigeria requires (Sherman, 1990).xi

1.4.2.6 Effective shareholder activism

affiliated with these organisations. Throughout the data collection process, the author remained flexible
and ensured adequate methodological self-consciousness to avoid potential bias in data collection and
interpretation, thus minimising negative obtrusiveness and ensuring conceptual flexibility (Glaser &
Strauss, 1967) and as a result, enhancing both the data-gathering and eventual credibility (Harrington,
2002).
viii
See: Ahunwan, 2002; Okike, 2007; and Yakasai 2001 for in-depth review of the corporate
governance system in Nigeria and how it has evolved over time. For more discussions on the corporate
governance mechanisms in Nigeria such as equity ownership structure and board composition see
Ahunwan 2002; Adegbite 2012b.
ix
Nigeria became independent in 1960 and a republic in 1963, amalgamating three major
geographical/ethnic characters of the country (Northern Hausa, Western Yoruba and Eastern Igbo).
x
Nigeria is roughly divided between a mainly Muslim North and a Christian South.
xi
Institutional investors who are playing increasingly active roles in the Nigerian corporate governance
system include Actis, Renaissance Capitals and Capital Alliance. They demand, as part of their terms
of investments, that they get specific board member allotment (s).

19
The recent emergence of shareholder associations in Nigeria was encouraged to

coordinate several small, passive and dispersed shareholders (Adegbite, et. al. 2012).

However, the undermined capacity of shareholder activists to get useful information

from companies constitutes an executive management constructed barrier to impede

activism. Commenting on the problem, respondent D3 noted thus: “during my time as

CEO, we had a policy of inviting members of shareholder associations …to our

factories. By keeping them … informed, we ... could improve the quality of our AGMs

through informed shareholder participation.” This study proposes that only informed

and non-corrupt shareholder activism is capable of promoting good corporate

governance in Nigeria.

Nigeria is also witnessing the rise of two types of shareholder activists. The first

classification is the emergent middle class (mainly young and middle-aged

professionals), who do not necessarily belong to any shareholder association. They

make efforts to attend AGMs and other meetings regularly and in the process have

developed a degree of sophisticated expertise with regards to scrutinising companies’

governance. For example they are able to ask important questions on issues bordering

on several aspects of corporate disclosures – including financials, ethical investments,

corporate social responsibility and employee relations – during AGMs and through

other means such as letter writing. The author refers to this classification as “the

sophisticated shareholders”. Given the high level of illiteracy in Nigeria, many

small investors have limited capacity to make reasonable deductions from companies’

financial statements and accounts in order to inform their investment decisions. As

such “these shareholders constitute a very helpful and powerful expression of

activism in the Nigerian environment” (D35).

20
The second classification consists of reputable shareholders who are high-calibre

individuals with a record of excellent behaviour and distinguished accomplishments

in various high profile corporate positions (D6). During AGMs, they constitute a

major voice and are able to scrutinise the board and management, who would not

want to be seen as going against the recommendations of highly regarded corporate

leaders. The author refers to this class as “the reputable shareholders.” Given the

challenge of corporate corruption and recurring corporate scandals in Nigeria, persons

of high standards of integrity continue to constitute a powerful and positive force for

informed and ‘veteran shareholder activism’. The results of this study suggest that

both classes have demonstrated a considerable amount of genuine activism. The

author thus proposes that these emergent shareholder classes, if institutionally

encouraged, would be instrumental in promoting effective shareholder activism and

good corporate governance.

1.4.2.7 Performance related executive compensation

The agency theory perspective on performance related executive compensation

summits that when managers' wealth is not tied directly to firm value, managers may

lack incentives to maximize shareholder interests and ensure good governance (Jensen

& Meckling, 1976; Harvey & Shrieves, 2001). In developing countries such as

Nigeria, performance related executive compensation is still in its infancy. Although

there are increasing evidences of monetary based executive compensation schemes in

the Nigerian banking industry, findings of this study suggest that executives do not

appear to be well compensated. There is not yet a strong performance related

executive compensation culture in Nigeria, which is impacting on corporate

21
governance and managerial conduct. Respondent D1 notes that “if executives are not

well compensated, they create other avenues to accrue money to themselves, at the

expense of shareholders.”

However, given the high rate of poverty in the country, there is a societal disapproval

of paying executives huge bonuses by the Nigerian public and the regulatory bodies.

For example, the 2003 SEC code states that there should be disclosure where a

director’s earnings are in excess of N500, 000 ($3,260). When companies make such

disclosures about their executive compensation, “what normally follows is a public

highbrow that the directors are milking the company dry (D24)”, which encourages

executives to resolve to more corrupt and hidden means to accrue wealth. However,

while better performance related executive compensation schemes will promote good

corporate governance in Nigeria, caution must be exercised. Specifically, the

profitability “potentials of a particular company must inform its executive

compensation” (D3). Executive compensation schemes must consider the overall

performance of business operations, thus limiting the tendency of management to

engage in accounting mal-practices to misrepresent the position of the company. Thus

the author proposes that a decent and explicitly defined reward system is needed to

inform good corporate governance in Nigeria.

1.4.2.8 Full and transparent information disclosure

Findings from this research suggest that timely, comprehensive and transparent

disclosure on some fundamental issues will improve the quality of corporate

governance in Nigeria. These issues include the following: “financial/ operating

results; ownership structure; members of board of directors and management;

22
quantitative and qualitative matters relating to employees and other stakeholders in

the corporation; governance structures and policies; corporate targets and prospects;

as well as execution of unusual and complex transactions” (Mallin, 2002: 253). In

particular, Nigerian companies with employee share ownership schemes (ESOs) must

make such disclosures. ESOs potentially benefits two classes of individuals, whose

agenda could be different. On the one hand, it benefits “the employees through the

returns they can potentially get on their investments as well as some degree of

employment security” (D6). On the other hand, it gives the “right to vote” and since

most employees/employee representatives focus less on this important power (D4),

managements are able to influence employee representatives to vote in their favour.

For example, during take-over bids and potentially positive changes in the governance

of companies, managers are able to remain in control by convincing employees that

their jobs are more secure with them than the potential in-coming management. The

author proposes that full disclosure, including disclosures on ESO, contributes to

effective monitoring of the firm and good corporate governance. This would

necessitate the identification of weaknesses in existing disclosure requirements and/or

inadequate enforcement of the disclosure regulations (Hawley & Williams 1997).

1.4.2.9 Independent audit committees

Research into board audit committees has not extensively explored the subject of their

independence (Spira, 1999). Independence is crucial to board audit committees.

However, “in Nigeria we have statutory provisions for the independence of board

audit committees, but in a situation where members lack personal integrity but are

greed driven, they only become managerial puppets” (D8). Furthermore, the

relationship between board audit committee members and managements of companies

23
have long been “too cordial” (D27) to ensure an independent supervision of the audit

process (Mautz & Neumann, 1970; Okike, 1994). This research study proposes that

moral uprightness and individual integrity are the major instruments of an

independent board audit committee function in Nigeria, beyond regulation.

1.5 FURTHER DISCUSSIONS

The foregoing discussions indicate that the successful operationalization of the

highlighted drivers must account for such socio-cultural and institutional

contingencies. Although, some of these drivers have been highlighted in prior

literature, a ‘one size fits all approach’ remains undesirable for international business

(corporate) governance. Also, certain perspectives based on the peculiarities of

developed countries, may not be able to prescribe the antecedents of good corporate

governance for developing countries such as Nigeria. Discussions have shown

important peculiarities and variations with regards to how good corporate governance

mechanisms need to be understood and assembled to address contextual challenges

and promote good corporate governance in an international context. The main drivers

of good corporate governance and their Nigerian peculiarities (in italics) are presented

in Table 5.

INSERT TABLE 5 ABOUT HERE

Accounting for the institutional effects on corporate governance in Nigeria helped to

shed more understanding on the legitimacy, necessity, applicability, dynamics and

effectiveness of certain governance mechanisms in weak institutional settings. Thus it

is important that models for good corporate governance are not populated in isolation

24
of the rest of the institutional underpinnings (Guillen, 2000). The institutionally based

peculiarity of the Nigerian context suggests that taking a normative (agency theory

centric) approach to good corporate governance in an international context would be

inherently limiting and over-assuming. No doubt, some of the findings connect with

the logic of agency theory, but in the main, they suggest that a variant of agency

theory will constitute a cornerstone of corporate governance theory (Jensen, 1998;

Lubatkin, et. al. 2005, 2007). Indeed, a significant amount of the data elaborated on

governance issues not captured by the basic construct of the principal-agent model.

This study has therefore provided insights which go beyond the generalizations

inherent in the extant literature. For example, international business firms operating in

developing countries such as Nigeria must especially bear in mind the peculiarities of

the Nigerian context and the uniqueness of the interdependent drivers.

1.6 CONTRIBUTIONS

This study presents important implications for scholarly, practical and policy

discourses on comparative/international business governance research. Discussions

herein also forge ahead a critical and contextual perspective on corporate governance

in Sub-Saharan Africa. This study provides evidence on the antecedents of good

corporate governance practices in Nigerian firms using qualitative research

methodology through a non-rational (institutional) theoretical lens. Relying on an

alternative theoretical framework (i.e. institutional theory) rather than the dominant

agency framework (e.g., Filatotchev and Boyd, 2009; Van Ees et al., 2009; Gomez-

Meijia and Wiseman 2012), discussions offer new theoretical and empirical insights.

These insights bring to the fore the limitations of some international business

approaches that focus on formal institutions and neglect how they work in practice.

Alternatively, the study highlights the usefulness of an institutional analysis in

25
understanding firm behaviour in weak institutional contexts (Wood et al. 2010; Lau et

al 2007; Aguilera, et. al., 2008; Puffer & McCarthy 2003; Adegbite, et. al. 2013; Park

& Kim, 2008; Judge, Naoumova & Koutzevol 2003; Pedersen & Thomsen, 1997).

There thus need to be modifications to our understanding of agency relationships as

the nine antecedents discussed indicate. International organisations involved in

corporate governance monitoring/development across borders must take note.

Theoretically, this study also adds to the institutional antecedents of good corporate

governance, by paying attention to the context (African), efficiency (instrumentality)

and legitimacy (symbolic) in explaining why firms may engage in good governance

practices in an international business environment (Aguilera & Cuervo-Cazurra, 2004;

Zattoni & Cuomo, 2008; Judge et al., 2008, 2010; McCarthy & Puffer 2008; Lien et

al. 2005; Lau, et.al. 2007). This paper also adds to the empirical literature on the

institutional determinants of corporate governance, with a sub-Saharan African

(Nigerian) perspective.This is much needed as the literature on comparative corporate

governance across countries has been mainly concerned with the debate across

Western - Eastern countries and/or along Anglo-American - European lines. Also,

most discussions on less developed countries have centred on the BRICS economies.

Methodologically, this research brings to the fore the need for more qualitative

research on corporate governance relationships aimed at advancing extant governance

theories and working towards the development of new streams of governance

frameworks and understandings. A step forward in this regard is this study’s

integration of participants’ commentaries across multiple sources of data, which helps

to bring to light, representative and contextualized interpretation of good corporate

governance. Indeed, as much of the existing literature on corporate governance has

26
employed hypo-deductive quantitative research designs (e.g., Zattoni and Judge,

2013), this study contributes to the literature by offering a more nuanced insight from

this close-up approach.

This paper also contributes to the African topical policy debate regarding the

effectiveness of corporate governance mechanisms (Wijewardena and Yapa, 1998).

Nigeria is a regional power.xii The Nigerian government has tasked itself to make the

country to be one of the 20 largest economies in the world by year 2020, by being

able to maintain its economic leadership role in Africa. However, Nigeria must put in

place an effective corporate governance framework in order to become a respected

and significant player in the global (and African) political economy. The discussions

in this paper are not only useful to the Sub-Saharan African business scholarship but

offers suggestions for how African nations can structure their business corporations to

address corporate corruption.

1.7 LIMITATIONS AND FUTURE RESEARCH

First, although discussions herein are about the antecedents of good corporate

governance, distinguishing between good and bad governance suggests that there is an

element of comparison. The data collected for this study does not lend itself

significantly to such quantifiable measurement. This provides an opportunity for

xii
In a 2005 Goldman Sachs report (see Wilson & Stupnytska, 2005), Nigeria was listed among the
"Next Eleven" economies as having a high potential to become one of the largest economies in the
world Nigeria (alongside Bangladesh, Egypt, Indonesia, Iran, Mexico, Pakistan, Philippines, South
Korea, Turkey, and Vietnam) was listed among the "Next Eleven" economies as having a high
potential to become one of the largest economies in the world. Goldman Sachs ratings centred
predominantly on the degrees of economic and political stability, and based on these parameters
suggested that Nigeria retains the potential of becoming a true pace setter in economic development in
Africa). Furthermore, Nigeria is important in sub-Saharan Africa, in terms of size, location, population,
and natural resources and particularly the role it plays in the African economy. Corporate governance
in Nigeria, Africa’s most populous country and largest market for goods and services, continues to
attract notable local and international interests and influences, given the significant influx of foreign
investments in the country (NSE, 2012; Adegbite, et. al. 2013). Nigeria has also recently become the
largest economy in Africa, following the country’s GDP rebasing.

27
future studies to quantitatively test the relationship between the nine interdependent

drivers (and propositions) and actual corporate governance improvements at the level

of individual firmsxiii. In essence, future studies could develop the propositions

presented in this paper into testable hypotheses.

Second, such research across different African economies would present a basis for

identifying similarities which would guide the theorising of corporate governance in

Africa. Although the discussions presented in this study have implications for many

developing countries, caution must be exercised in making complete generalisations

with regards to their applicability in other jurisdictions, due to differing institutional

arrangements. Moreover, identifying which governance practices are relevant, those

not readily applicable, and those requiring additional considerations/contextualisation

can inform more empirical corporate governance research in Africa. In Africa, South

Africa (Vaughn and Ryan 2006) and Nigeria seem to be leading the debate on

corporate governance with an emergent literature in Ghana (Mensah et al. 2003) and

in Egypt (Abdel and Shahira, 2002; Boutros-Ghali, 2002). The author hopes that this

paper will encourage further corporate governance research in other African

jurisdictions where the subject is even at a more infantry state. Another useful line of

future research inquiry would be to examine if there are any parallels between the

governance challenges reported in this study and those experienced by small/family

businesses in developed nations.

Third, although this paper’s institutional account provides a promising avenue to

supplement some of the limitations of agency theory, neo-institutionalism may not

xiii
As Nigeria is currently undergoing a process of developing a National Corporate Governance Code,
the institutional provision for some of these drivers would facilitate research into their effectiveness
and impact in the future.

28
fully capture the dynamics of corporate governance. Theories of political

institutionalism (North 1990; Acemoglu and Robinson 2008) are also useful in

offering insights applicable to similar weak governance environments. This will go

beyond the Nigerian case and help in providing coherent theoretical generalizations

that could result from other methodological stances.

29
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36
GOOD CORPORATE GOVERNANCE IN NIGERIA: ANTECEDENTS,
PROPOSITIONS AND PECULIARITIES: LIST OF TABLES

Table 1: A breakdown of the professional/disciplinary backgrounds of the respondents

Background/research field Number of experts

Economics 4
Business management 4
Finance and accounting 15
Law 11
Sociology 3
Others (Manufacturing, HRM, Sciences 5
etc.)

Table 2: A breakdown of respondents’ institutional expertise/capacity

Institutional expertise/capacity Regulatory Academia Practice

Regulatory 17
Academia 4 5
Practice 16

Table 3: A breakdown of cited respondents’ institutional capacities

Anonymous Demographic Information

Code
D1 A vice-chairman of a large listed firm in Nigeria
D3 A former CEO/chairman of a large listed Nigerian firm
D4 A chairman of a large Nigerian corporation
D7 A non-executive director of a listed Nigerian company
D8 A senior corporate governance regulatory officer
D9 A member of the board of a number of large listed companies
D10 CEO of a private organisation
D12 An independent director on a number of high-profile boards
D13 An executive member of a notable shareholder association in
Nigeria
D20 A reputable director serving on many boards
D21 A senior official of corporate governance regulatory agency
D25 A senior official of a corporate governance regulatory agency
D29 A member of the board of a number of large listed companies
D33 A senior executive of a Nigerian investment bank
D35 A lead consultant to the committee which drafted the 2003 SEC
code

37
D39 A chairman of a large Nigerian corporation
D41 An independent director of a listed Nigerian firm

Table 4: Ownership groupings of Nigerian corporations (Ahunwan 2002; 271-

272)
Groupings Descriptions
A Consists of corporations wholly-owned by government. Both the federal
government and state governments operate wholly-owned corporations,
including major petroleum refineries and petrochemical plants.
B Consists of joint venture arrangements between the federal government
and foreign crude oil producing corporations. A key indicator of the
importance of this sector is the fact that the government of Nigeria
derives about 97% of its total revenue from joint ventures in oil and gas.
C Consists of publicly listed corporations. Here foreign investors have
traditionally operated with local investors in the industrial and
commercial sector, where the foreign investors are mostly subsidiaries of
multinational enterprise, and hold majority stakes. However, many public
companies are now solely indigenously owned, across various sectors of
the economy, including banking, insurance, manufacturing amongst
others. This group constitutes the majority of public companies.
D Consists of privately owned corporations that are not listed on the stock
market. Most of these are family-owned and are small companies, owned
and operated by families and friends and lacking business sophistication.
Some of these enterprises, however, are quite large, with a capital base
comparable to many listed corporations.

Table 5: Recognized Good Corporate Governance Mechanisms (Particularities in

the Nigerian Context)

Board Director Director Board Sharehold Disclosure

Structure Independen Heterogenei Monitori er (SH) & Other
ce ty ng Activism

Separate Retired Mix of age, Directors Institutiona Executive

Chair/CEO CEO experience, to be of l investors compensati
reduces background high control on plan
independenc reputation managers
e.

Independe Mix of Cultural Self- Emergent Full

nt audit linked/ not ethnicity evaluatio SH disclosure
committee linked to n by activists to to SH,

38
 owners directors minimise especially
– no corruption on ESOs
formal

Formal Avoid exec Tribal Advisory Strong Corrupt

evaluation mgmt. diversity groups as family institutiona
of board capture monitors presence l
environme
nt

No limit Dispersed Gender Audit

on share diversity not committee
directorshi ownership applicable must have
ps held competen
ce and
integrity

39
Appendix: Experts’ Interviews and Focus Groups ‘Guide/Areas for Discussions’
(see Filatotchev, et. al. 2007)

In terms of promoting good corporate governance in Nigeria, how important are,

1. The following aspects of the board: board size; board independence; human
capital of independent board members; and board heterogeneity; Regular evaluation of
board members; Frequency and lengths of board meetings; Regular meetings of
independent directors; Regular communications with major shareholders/investors;
Board focus on financial controls; Board focus on strategic controls; Directors’
financial incentives; age and term limits for directors; Extensive and timely provision
of information to independent directors; Bottom-up information flow from functional
departments to independent director; and Independent directors’ social ties with
CEO/executive directors. Please indicate other aspects/factors that you consider
important.

2. The following types of shareholders: Pension funds, mutual funds, foundations,

corporate pension funds; Banks; Insurance companies; Private equity investors;
Individual (non-family) blockholders; Family blockholders; and Dispersed individual
shareholders Please indicate any other types that you consider important

3. The following aspects of shareholder activism: Publicly criticizing board

members; Influencing board and management turnover; Influencing revisions of
executive compensation; Regular discussions with board members of strategy issues;
Maintaining stable shareholding; Voting at the AGM; Use of electronic voting
systems; Disclosure of voting at shareholder meetings; and Use of lawsuits against
managers and auditors for negligence or breaches of duty. Please indicate any other
aspects that you consider important

4. The following executive pay related items and processes: Performance-related

bonus ; Share option incentive scheme; Long term incentive plan; Non-remuneration
based incentives (e.g. firm’s pension contribution); Caps on the size of executive pay;
Shareholders to vote on remuneration; Incentives tied to performance targets; Issuing
“out of the money” options; High levels of pay disclosure; Remuneration committee’s
access to external profession advice ; and The costs of issuing share options clearly
shown in the annual report and accounts. Please indicate any other items and processes
that you consider important.

5. The following forms of public and private disclosure of information: Annual

report and related documents; Quarterly or monthly reports; Operating and financial
reviews; Information specifically on corporate governance (e.g. director’s pay);
Information on related party transactions; Information on corporate social
responsibility, employment policies and environmental policies; Audit committee’s
oversight of publicly disclosed information; Private information to key investors;
Private information to analysts; Provision of information to employees and other
stakeholders. Please indicate any other important aspects

6. The following audit related items and mechanisms for internal control: Board
approval of external auditor appointment; Shareholders’ vote on appointment of the

40
external auditor; Regular rotation of appointed external auditor; Professionally qualified
members on the audit committee; Reporting from the audit committee to shareholders;
Please indicate any other important audit related items or internal control mechanism

7. The following aspects of the market for corporate control: An active M&A
market; Hostile takeovers; Leveraged buy-outs; Management buy-outs; Public-to-
private transactions; Mandatory bid rule; Principle of equal treatment of shareholders;
Transparency of ownership and control (inc. defensive measures). Please suggest other
aspects that you consider important

8. The involvement in company decision-making process of the each of the

following stakeholders: Debtholders; Employees; Customers; Suppliers; Local
communities; NGOs; and the government? Please suggest other stakeholders who are
important

ENDNOTES

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