Corporate governance disclosures in the annual reports of Nigerian banks

Abstract

Orientation: Several breaches continue to occur in Nigeria’s banking sector even with the litany of regulation put in place. These regulations require that banks disclose certain types of information, for accountability and transparency.

Research purpose: To determine the extent of corporate governance disclosures in annual reports of Nigerian banks taking into cognisance the provisions of laws and codes applicable to Nigerian banks as well as acclaimed national codes and international guiding principles on corporate governance.

Motivation for the study: Disclosures of corporate governance practices in the annual reports are a subtle indication of the level of compliance with provisions of relevant laws and codes.

Research design, approach, and method: The study employed the qualitative content analysis that included a checklist based on the provisions of the Central Bank of Nigeria (CBN) code and acclaimed national codes and guiding principles to test the level of compliance disclosed by commercial banks in their annual reports.

Main findings: The results show substantial corporate governance disclosures by all the banks except for two corporate governance pillar scores rights and functions of shareholders and engagement with shareholders’ associations that received little or no attention in the annual reports of the assessed banks.

Practical/managerial implications: Disclosures do not necessarily imply that preparers comply with the spirit of corporate governance. A governance code that is based on ethics as a foundation should be considered rather than the current comply or else regime.

Contribution/value-add: The article identifies the gap that the comply or else regimes do not necessarily succeed as preparers of report tend to tick the box to comply with the regulation rather than buying into the spirit of that regulation.