Research report presented in partial fulfilment of the requirements for the degree of Masters of Business Administration at the University of Stellenbosch
Supervisor: Danil Malan
Degree of Confidentiality: A December 2010 ii DECLARATION By submitting this research report electronically, I, Amienyaru Enobakhare, declare that the entirety of the work contained therein is my own, original work, that I am the owner of the copyright thereof (unless to the extent explicitly otherwise stated) and that I have not previously in its entirety or in part submitted it for obtaining any qualification.
A. Enobakhare September 2010
Copyright 2010 Stellenbosch University All rights reserved
iii ACKNOWLEDGEMENTS I give my sincere thanks and gratitude to almighty God for seeing me through this research period as well as the MBA programme. Also I appreciate the words of encouragement and emotional support from my family Mr. And Mrs E P Enobakhare, Dr. Egbe , Etinosa, Oghomwen, Ibude and Iriagbonse. I also thank my study leader Daniel Malan for his guidance, inputs and patience with me. Finally I will say a big thank you to Cynthia Swarts for her tremendous support through out the programme.
iv ABSTRACT The purpose of this study was to determine the relationship between corporate governance and the profitability of banks in Nigeria. This has been done in line with previous studies in other parts of the world where it was discovered that the corporate governance culture of a firm does have an effect on its profitability. The corporate governance variable employed in this study was that of ownership. Four types of ownership were used as the independent variables, namely board ownership, Institutional ownership, foreign ownership and government ownership. Whilst the dependent variables employed were return on assets (ROA) and non performing loans ratio (NPL). Information on banks return on assets and non performing loans was generated from year end financial statements and yearly bank reviews from a Nigerian based research firm called Agusto and Company. Also the banks ownership variables information was also pooled from financial reports, the Agusto report on banking industry as well as bank websites. A descriptive statistic data was generated to review the trend of banks return on assets and non-performing loan performance indicators, whilst a Pearson correlation table was generated to review the correlation between the ownership variable and the performance of banks. The results generated were found to be similar to what has previously been done. This study makes a significant contribution to research by exposing the importance of corporate governance, a concept which has been neglected in the Nigerian corporate world. Finally it provides further justification to do further research in this area in the Nigerian banking and corporate environment. v Table of contents Page Declaration ii Acknowledgements iii Abstract iv List of tables Error! Bookmark not defined. List of figures viii List of acronyms ix CHAPTER 1 INTRODUCTION 1 1.1 INTRODUCTION 1 1.2 DEFINITION 1 1.3 CONCEPT OF COPORATE GOVERNANCE IN THIRD WORLD COUNTRIES 4 1.4 THE NIGERIAN ECONOMY 5 1.4.1 The Nigerian Banking Industry 7 1.5 STATEMENT OF PROBLEM 9 CHAPTER 2 LITERATURE REVIEW 10 2.1 INTRODUCTION 10 2.2 AGENCY THEORY 10 2.3 STAKEHOLDER THEORY 12 2.4 STEWARDSHIP THEORY 13 2.5 RESOURCE DEPENDENCY THEORY 13 2.6 ORGANISATIONAL THEORY 14 2.7 BOARD OF DIRECTORS 14 2.8 BOARD CHARACTERISTICS AND STRUCTURE 14 2.8.1 Board structure 15 2.8.2 Board size 15 2.8.3 Board leadership 15 2.8.4 Board composition 16 2.8.5 Board diversity 16 2.9 CORPORATE GOVERNANCE IN NIGERIAN COMPANIES 16 2.9.1 Corporate governance for banks operating in Nigeria 18 2.10 CODE OF BEST PRACTICES ON CORPORATE GOVERNANCE 21 vi 2.10.1 Equity ownership 22 2.10.2 Organisational structure 22 2.10.3 Quality of board membership 23 2.10.4 Board performance appraisal 24 2.10.5 Reporting relationship 24 2.10.6 Industry transparency and disclosure requirements 24 2.10.7 Risk management 25 2.10.8 Role of auditors 26 2.11 PROCESS AND PROBLEMS OF CORPORATE GOVERNANCE IN THE NIGERIAN BANKING INDUSTRY 27 2.11.1 Environmental pressure 28 2.11.2 Instability of tenure 29 2.11.3 Government action 29 2.11.4 Board/management relationship 29 2.11.5 Executive chairmanship/vice chairmanship 30 2.11.6 Ownership crisis 30 2.11.7 Insider dealings 31 2.11.8 Quality of bank directors 32 2.12 PRE-REQUISITES FOR EFFECTIVE CORPORATE GOVERNANCE IN NIGERIA 32 2.12.1 Knowledge 32 2.12.2 Information 33 2.12.3 Strong management team 33 2.12.4 Power 33 2.12.5 Auditors 34 2.12.6 Motivation 35 2.12.7 Time 36 2.13 CORPORATE GOVERNANCE AND FIRM PERFORMANCE 36 CHAPTER 3 RESEARCH DESIGN AND METHODOLOGY 40 3.1 INTRODUCTION 40 3.2 INSTITUTIONAL OWNERSHIP 40 3.3 FOREIGN OWNERSHIP 41 3.4 BOARD OWNERSHIP 42 3.5 GOVERNMENT OWNERSHIP 43 3.6 RESEARCH DESIGN AND METHODOLOGY 44 vii 3.7 VARIABLE MEASUREMENT 45 3.8 INDEPENDENT VARIABLES 45 3.9 DEPENDENT VARIABLE 47 3.10 RESEARCH MODEL 47 3.11 DATA 48 CHAPTER 4 RESULTS 51 4.1 INTRODUCTION 51 4.2 DEPENDENT VARIABLE (NON-PERFORMING LOANS AND RETURN ON ASSETS PERFORMANCE INDICATORS) 51 4.3 DESCRIPTIVE STATISTICS 51 4.4 DEPENDENT VARIABLE: RETURN ON ASSETS 53 4.4.1 Institutional ownership 53 4.4.2 Foreign ownership 53 4.4.3 Board ownership 54 4.4.4 Government ownership 54 4.5 DEPENDENT VARIABLE: NON-PERFORMING LOANS RATIO 55 4.5.1 Institutional ownership 55 4.5.2 Foreign ownership 55 4.5.3 Board ownership 56 4.5.4 Government ownership 56 CHAPTER 5 SUMMARY, CONCLUSION AND RECOMMENDATIONS 57 5.1 INTRODUCTION 57 5.2 CONCLUSION 57 5.3 RECCOMENDATIONS 58 5.4 FOR FUTURE RESEARCH 59 REFERENCES 61 Appendix 1: Performance descriptive statistics: Return on assets and non-performing loan ratio 64 Appendix 2: Banks Return on Assets Ratio 65 Appendix 3: Non-performing loan ratio 66 Appendix 4: Ownership Variables 67 Appendix 5: Summary output: return on assets 68 Appendix 6: Summary output: non performing loans 69
viii LIST OF FIGURES Page Figure 1.1 GDP Growth per cent 6 Figure 2.1 Ownership structure of Nigerian banks 30 Figure 2.2 Functions of corporate governance 35
ix LIST OF ACRONYMS AGM Annual General Meeting BGL BGL Services Limited BOD Board of Directors BOFID banks and other financial institutions decree CBN Central Bank of Nigeria CCO Chief Compliance Officer CEO chief executive officer ECA Economic Commission for Africa GDP Gross Domestic Product IT Information Technology MD/CEO managing director/chief executive officer NDIC Nigerian Deposit Insurance Corporation NPL non performing loans OECD Organisation for economic corporation and development OLS Ordinary Least Square PAT profit after tax ROA return on assets SEC Security Exchange Commission SPV Special Purpose Vehicle UK United Kingdom US United States
1 CHAPTER 1 INTRODUCTION 1.1 INTRODUCTION This chapter basically introduces the concept of corporate governance by analysing the importance thereof and reviewing different definitions from scholars. A brief history of the concept is discussed with specific reference to cases like that of Enron and the role played by the neglect of corporate governance. In addition, since this thesis is based on Nigerian banks it became imperative to briefly discuss the Nigerian economy and the current trend of the banks. Finally the chapter addresses weaknesses of implementing corporate governance in Africa in the past and addresses the need for the continent to strengthen its governance culture which ultimately will lead to its economic growth and development. 1.2 DEFINITION Why should an issue such as corporate governance become so important that institutions world wide are not only adhering to its policies but also setting up units within the organisation to look at it? Does it affect the corporate profitability of organisations giving that the main focus is on corporations ways of acting? Then the big puzzle is that if corporate governance does not directly affect the bottom line, it must be value adding since it is embraced by institutions world-wide. The issue of corporate governance has shown strong significance in the corporate world given the rate at which multinationals have closed doors as a result of their acts. These are organisations that were termed world class and assumed to act in line with acceptable ethical standards. Amongst these organisations was the fall of Arthur Anderson with its role in the tragic Enron story. Other examples of organisations that have either gone down or suffered loss of income as a result of the way they have acted, are Worldcom, Shell in Nigeria and the more recent incidence of the Indian telecommunications firm. This now brings us to the issue of corporate governance. What exactly does this term mean since business is naturally affected by the people and culture where it operates. Does it mean something in a certain country while it means an entirely different thing somewhere else? However, before proceeding with definitions, a brief history of the concept is necessary. 2 The history of corporate governance dates back to the 19 th Century when state corporation laws enhanced the rights of corporate boards without unanimous consent of shareholders. This was done in exchange for statutory benefits like appraisal rights and was believed to make corporate governance more efficient. Early debates came up after the wall street crash of 1929 where legal scholars like Adolf Augustus Berle, Edwin Dodd and Gardiner C. Means questioned the changing role of the modern corporation. These debates have become much stronger and with increased globalisation another major cry has been on the issue of labour exploitation from foreign multinationals. All these, amongst others, have brought about a continued high call for the modern corporation to act in acceptable ways when its operations are carried out in different countries where they exist. However this is in line with the issue that effective corporate governance has been identified to be critical to all economic transactions especially in emerging economies (Dharwardkar et al., 2000). The concept of corporate governance has been defined in many ways by scholars world wide. The president of World Bank, J. Wolfensohn, defines corporate governance as promoting fairness, transparency and accountability. While scholars like Shleifer and Vishny define corporate governance as that concept which deals with the ways in which suppliers of finance to corporations assure themselves of getting a return on their investment. Another school of thought does have a view that seems to have caught up in some cycles. This group defines corporate governance as the way in which directors and auditors handle their responsibilities towards shareholders. In simple terms it also explains corporate governance as ways of bringing the interest of investors and managers into line and ensuring that firms are run for the benefit of investors (Mayer, 1997). A broader and more acceptable definition is that corporate governance as a subject, as an objective, or as a regime is to be followed for the good of shareholders, employees, customers, bankers and indeed for the reputation and standing of our nation and its economy (Maw et al., 1994: 1). Finally the OECD in 1999 defined corporate governance principles as the system by which business corporations are directed and controlled. The pillars of good corporate governance have been known to shareholder rights, transparency and board accountability. Corporate governance is also very much concerned with board structure, executive compensation and shareholder reporting. There is a general assumption that the 3 board is responsible for managing the business and the companys trading future. Hence, the likelihood of a link between good corporate governance and corporate profitability. This concept is relatively new in Africa when compared to developed places like Europe and America. However, it has taken hold in Africa with corporate Africa embracing its principles in line with the different regulating bodies. Nevertheless it is of importance to note that good economic and corporate governance are fundamental preconditions for the renewal of Africa. It certainly matters to Africa because African countries contribute to macro-economic stability, enhance a governments ability to implement development and reduce poverty with scarce resources. Much of the crisis in the emerging economies has led to the issue of corporate governance being given the required attention. The East Asian crisis and recent corporate scandals, both those perpetrated by the private investors and governments at large, have given more prominence to this concept. Much research has been done on these issues in the United States (US) and the United Kingdom (UK) with some degree of neglect being experienced in Africa. This lack of adequate research in the field of corporate governance in some aspects of Africa has been a major source of concern. However, there is a gradual change in this trend. Some landmark achievements have been made in this field over the last decade with one of them been the setting up of a corporate governance unit in Stellenbosch, South Africa. Guidelines for enhancing corporate governance in Africa were set up by the Economic Commission for Africa (ECA). However, it is not a one size fits all, which means that individual best practices should be identified for countries. This also means that each African government should identify those components and mechanisms that provide a good fit with its circumstances and will enable it to have good corporate governance. In view of this the journal on good corporate governance in Africa by the economic commission for Africa suggests relevant codes and standards that African countries should give priority to which will enable the continent to be on the right path to achieving these values. The importance of good corporate governance cannot be overlooked in the present day economy as it seems to flow into all spheres of the economy. This includes both the private and public organisations. A major influence is that which it has on the attraction of private investment through globalisation. Africas leaders recognise that globalisation can facilitate much needed inflows of private investment and transfers of technology, in 4 addition to increasing access of their countries exports to world markets. Africa as a continent has yet to fully tap into globalisation and although it has its controversial aspects, it is still well known that globalisation also has positive angles to it. The negative perception of the continent as a result of its poor governance culture has been one of the reasons for its inability to effectively attract adequate foreign direct investments, including capital flows. This further reiterates the importance of good corporate governance in the continent. In a country like Nigeria the issue of corporate governance has been one that has brought about serious debates both from international and domestic institutions. It has been addressed as one of the major factors that has led to a reduction in capital flows and subsequent slow economic growth in the country. This is believed to be attributed to the long military rule experienced by the country. However, with the advent of democracy in May 1999, there has been a steady trend towards implementing good governance structures both in public and private sectors. A major sector where there has been a loud cry for good corporate governance values is that of banking. The importance of banks in any economy cannot be understated especially with the recent world financial crisis. The Nigerian financial sector has experienced many changes over the last two decades which included bank distress and reforms of major financial institutions. There was the issue of weak corporate governance and institutional capacity which needed to be addressed if the banking consolidation that took place in 2005 was to be successful. This saw the Apex bank, central bank of Nigeria, coming up with a corporate governance code for Nigerian banks which was to be effective from 3 April 2006. In this code Nigerian banks were mandated on corporate governance values which should be in line with the industry standard and will help to further strengthen the sector. The big question being asked is how well these banks are acting in line with the corporate governance codes from the Apex bank. Also, if they are acting in line with these laid down rules, has it had a positive impact on the firms profitability? 1.3 CONCEPT OF COPORATE GOVERNANCE IN THIRD WORLD COUNTRIES As stated previously, corporate governance has taken a stronger foothold in developed countries when compared to emerging economies. Opinions differ on the content, boundaries and relevance of the theory of corporate governance in the third world because 5 of the underdevelopment, unstructured and informal nature of the economies (Yahaya, 1998). However, the issues of good corporate governance can not be overlooked in this part of the world because of its perceived role in development and economic prosperity. In line with the recent trend where most African countries have decided to formalise their economy, the clamour for good corporate governance has increased. This is also in line with recent policies in other African countries. A major theory of corporate governance that is of utmost importance in Nigeria is ownership structure. Most companies are either family owned or major shares are held by a few investors. Ultimately this leaves control of the firm within a small group of people. These theories will be discussed in the next chapter. The theories are agency theory, stakeholder theory, stewardship theory and resource dependency theory. 1.4 THE NIGERIAN ECONOMY Nigeria, also named the Federal Republic of Nigeria, is a country located in West Africa. The country is bordered by the Republic of Benin in the West, Cameroon in the east while in the northern part is the country called Niger. Nigeria is the most populous black nation and eighth most populous country in the world. It has a population of 140 million people with about 250 ethnic groups. It is highly diverse in terms of culture and religion, which tends to play a role in the way business is being conducted. Nigeria is rich in natural mineral resources especially crude oil, and termed the 12 th largest producer of petroleum, 8 th largest exporter and has the 10 th largest proven reserves. The countrys macro-economic performance for the last 12 months has been mixed with the GDP growth rate hitting an estimated figure of 6.8 per cent (BGL financial monitor). The non-oil growth was at 9.5 per cent while the oil sector declined by 4.5 per cent. Crude oil plays a major role in Nigerias economy, accounting for 40 per cent of GDP and 80 per cent of government spending. Agriculture used to be the countrys largest source of foreign exchange, however, with the discovery of crude oil there was a total neglect of this sector. A country that used to provide food for its citizens as at 1960 and provided about 98 per cent of the nations consumption suddenly became an importer of food and agricultural produce. The country took on foreign debt to finance structural developments in the 1970s during the oil boom. Unfortunately many of these infrastructural projects that these funds were taken for were inefficient and funds were grossly mismanaged by corrupt leaders. In the 1980s when the world experienced the oil glut, Nigeria was unable to service its loans 6 which resulted in its defaulting of the loans. This incident led to the nation servicing only the interest portions of its loans. With the election of a democratic government in 1999 which had amongst its top priorities to free the nation of all outstanding debt, things began to turn around. Fortunately, after a long campaign by the nations democratic leaders, it was finally agreed with Paris club creditors that Nigeria should repurchase its debt at a 60 per cent discount. The other 40 per cent debt was paid off using the profit from oil sales. The payment of the above debt led to the availability of about $1.15billion which will now be channelled into poverty alleviation programmes. This payment of debt has also helped the nation to a great deal by resulting in positive signs of economic growth. Nigeria then recorded a GDP real growth rate of 6.4 per cent (2007 est.), GDP purchasing power parity of $296.1billion and per capita GDP purchasing power parity of $2,100. Currently Nigeria has an unemployment rate of 4.9 per cent (2007 est.), a labour force of about 50.13 million and has recorded an inflation rate of 5.4 per cent in 2007. However, the year on year inflation for 2008 stood at 14.6 per cent while core inflation (non-food) was 9.2 per cent.
Figure 1.1: GDP Growth per cent Source: BGL Research The country has set goals for itself and it has forecasted double digit growth which has not been met yet. However, given an improvement in the countrys economy, critics have questioned how realisable and sustainable these developments will be, given the low level of corporate governance in the country. Also, other critics have argued that corporate governance only relates to corporations. In hindsight, the growth of corporations ultimately plays a role in a countrys economic growth. 7 Many economic reforms have been made by the present administration of President Musa Yaradua who was elected in May 2007. The nation hopes these economic reforms are implemented quickly and in a transparent manner so that the nations economy can experience more growth. The International Monetary Fund forcasted that the economy would grow by 9 per cent in 2008 and 8.3 per cent in 2009. However, the overdependence on crude oil, which is a major factor for the countrys tremendous growth, still poses a serious threat to the long-term growth sustainability. 1.4.1 The Nigerian banking industry The major function of banks both in a developed and developing economy is to act as a financial mediator between the region of surplus and deficit. The Nigerian financial sector of the economy has experienced many changes over the last two decades which include the distress and reforms of some major financial institutions. There was an initial crisis in the mid 90s (19941995) that saw the distress of about five banks while a further escalation of the crisis was noticed in the late 90s (19971998) with another 26 banks closing shop. All of this happened under the military rule of the late dictator, General Sanni Abacha, as the then president of the country. Fortunately with the advent of the democratic government in May 1999, the financial sector, especially the banks, started to stabilise. The market did not witness any more crashes but there was still a major constraint in the financing capabilities of the banks which was as a result of their minimum required capital base by the central Bank of Nigeria. The capital base required by before 2005 was approximately US$17million. As a result of this the 89 banks could not compete internationally and were unable to fund large ticket transactions. In June 2005, the Central Bank of Nigeria (the Apex bank) announced that all banks were given till end of the year to increase their capital base to a minimum of about $210million. This new policy resulted in a major change in the banking sector which saw a flight to capital market to raise funds. Those that were not successful in raising the new minimum required capital via public offers had to merge with other banks or be acquired. This new trend resulted in a dramatic reduction in the number of banks from 89 to 25 in 2005 and subsequently 24 in 2007 as a result of the merger between a South African and a local bank. It is important to note that prior to 2005 the Nigerian banking system could not deliver on these defined roles. This was attributed to a couple of reasons, namely low aggregate banking credit to the domestic economy (18.4% as percentage of GDP), systemic crisis 8 where banks were frequently out of clearing inadequate capital base and over dependence on public sector funds. Other reasons include the payment system that encouraged cash- based transactions, low banking/population density, poor corporate governance and the oligopolistic structure that had 10 out of 89 banks accounting for over 50 per cent of total banking system assets (Ogbechie & Koufopoulos, 2009: 87). This new minimum capital base has helped the local banks to compete internationally as well as comfortably finance large investments in the country and beyond. Presently the countrys 24 banks are referred to as mega banks because of their financial strength, presence in other African countries and in financial hubs around the world such as London and New York. This is contrary to the initial belief that Nigerian banks are inferior compared to foreign banks, despite the fact that much still needs to be done (African Review of Business & Technology, 2005). The main purpose of the recapitalisation exercise, according to the Central Bank of Nigeria, was to establish a banking system that will rapidly drive Nigerias economic growth and development. Also, this was to ensure the integration of the Nigerian banking system into the global financial system. Finally, the Central Bank of Nigeria also targets a local bank to feature in the top 100 banks in the world within the next 10 years and in the long term to make Nigeria Africas financial hub (Ogbechie & Koufopoulos, 2009: 90). The outcome of the above transformation has been impressive with asset base experiencing a 277 per cent growth between 2003 and 2007. By February 2008 11 banks had over $1billion in tier 1 capital and had operations in 16 African countries and in seven countries outside Africa. Twenty one of these banks are listed on the Nigerian stock exchange accounting for about 60 per cent of market capitalisation in 2008. Nevertheless, it goes without doubt that the banking system is one that is built on trust and public confidence. This makes it important to employ good corporate governance practices in the industry. The banking sector is very important for the countrys economic growth as a result of mobilisation of funds, allocation of credits to various sectors of the economy, payment and settlement systems, and the implementation of monetary policy. An effective corporate governance practice is therefore essential to maintain public trust and confidence in the banking system. This in turn will determine the profitability of these institutions. 9 1.5 STATEMENT OF PROBLEM In view of the above, it is important to note that Nigerias neglect of core issues, which have been regarded as a nations building blocks, has had a negative impact on the country. Amongst these issues were proper rules and regulations from all governing bodies, especially the banking sector. This lack of respect for rule of law also impacted negatively on the way business was done, subsequently affecting corporate governance. Presently Nigerian banks are regarded as big banks and have been able to weather the recent economic storm so far. However, there is a cry for full disclosure of their activities especially their exposure to the capital market. This will reveal which banks comply with corporate governance measures that have been set by the Apex bank. In view of the above, the research question in this study is to test if there is a relationship between corporate governance and banks performance. Taking it a step further, ownership structure is the arm of corporate governance which is being used to test the relationship with banks operating in Nigeria. The research question follows what has been done in other countries, both developed and developing economies, where ownership structure is broken down further to board ownership, institutional ownership, foreign ownership and government ownership.
10 CHAPTER 2 LITERATURE REVIEW 2.1 INTRODUCTION This chapter addresses the various variables of corporate governance such as agency theory, stewardship theory, board ownership and so on. Afterwards a review of the corporate governance and its effects as seen from past research conducted by scholars in the Nigerian business environment is analysed. A more focussed analysis is further seen on the relationship between corporate governance and Nigerian banks; that is steps taken by the Central Bank of Nigeria, securities and exchange commission as well as the Nigerian deposit insurance corporation. The focus is on past corporate governance measures and whether they have been adhered to by the banks. However, the concept also poses as a challenge to Nigerian banks, hence its review in this chapter and a look at the pre-requisites for effective corporate governance in the Nigerian banks. Finally, this chapter addresses the core of this research which is the relationship between corporate governance and a firms performance. A review of past research has been analysed as well as the corporate governance variables which have been employed to reach the various conclusions. Hence, this has formed a basis for the intention to research and determine whether this relationship exists in Nigerian banks. 2.2 AGENCY THEORY Many theories have emerged to highlight the objective of the firm and how it should respond to its obligations. This concept has a long history, but in a formal sense it originated in the early 1970s. Those that influenced this theory include property-right theories, organisation economics, contract law and political philosophy The most prominent is the agency theory in the corporate governance literature. This theory revolves around an individual referred to as the principal who hires another individual (the agent) and delegates decision making authority to the agent (Jensen & Meckling, 1976). The agency relationship in business is between stockholders and managers. It also spans to the relationship between debt holders and stockholders. This relationship comes with conflict normally termed agency conflicts or conflicts of interest between the principals and the agents. According to this theory, the fundamental agency problem in modern firms is due to the separation between finance and management (Coleman, 2008: 3). It is believed that 11 modern firms suffer as a result of separation of the ownership which invariably results in the firm being run by professional managers. These professional managers of agents cannot be held accountable by the dispersed shareholders. The fundamental problem is how the managers follow the interest of the shareholders to ensure that cost is reduced. Also, the principals are confronted with a couple of problems, amongst which are: how to select the most capable manager and also ensure that managers are given the right incentive to take decisions that are aligned with shareholders interest. Also, the challenge that the managers might extract prerequisites (or perks) out of other sources leading them to be less concerned about the overall welfare of the firm, is possible. They advertently become less interested in other profitable new ventures as a result of their selfish needs. The cost of the above is known as agency cost. It is the cost borne by shareholders to encourage managers to maximise shareholder wealth rather than act in their own self interest. This theory is most associated with a seminal 1975 Journal of Finance paper by Michael Jensen and William Meckling. They insinuated that corporate debt and management equity levels are influenced by the agency cost. Agency costs have been divided into three major types. One of them is cost spent on managerial activities such as audit cost while the second is expenditures to structure the organisation in way that will limit undesirable managerial behaviour. This includes appointing non executive directors, business restructuring and restructuring management hierarchy. Finally, opportunity cost is incurred when restriction by shareholders limits the ability of managers to take actions that positively impact shareholders wealth. It is therefore important to reduce agency cost to increase firm value. A way of ensuring that firm value is preserved is by the composition of a board of directors. The board of directors should constitute more non-executive directors. This will ensure that they are unbiased in their judgements, reduce conflict of interest and ensure the boards independence in monitoring and passing fair judgement (Coleman, 2008: 3). Also, the issue of CEO duality can help in reducing agency cost, namely increasing firm value. Separating the positions of chief executive officer (CEO) and board chairperson will help spread power and reduce undue influence of management and board members. 12 2.3 STAKEHOLDER THEORY This theory centres on the issues concerning the stakeholders in an institution. It stipulates that a corporate entity invariably seeks to provide a balance between the interests of its diverse stakeholders in order to ensure that each interest constituency receives some degree of satisfaction (Abrams, 1951). However, there is an argument that the theory is narrow (Coleman, 2008: 4) because it identifies the shareholders as the only interest group of a corporate entity. However, the stakeholder theory is better in explaining the role of corporate governance than the agency theory by highlighting different constituents of a firm (Coleman, 2008: 4). In an original view of the firm the shareholder is the only one recognised by business law in most countries because they are the owners of the companies. In view of this, the firm has a fiduciary duty to maximise their returns and put their needs first. In more recent business models, the institution converts the inputs of investors, employees, and suppliers into forms that are saleable to customers, hence returns back to its shareholders. This model addresses the needs of investors, employers, suppliers and customers. Pertaining to the scenario above, stakeholder theory argues that the parties involved should include governmental bodies, political groups, trade associations, trade unions, communities, associated corporations, prospective employees and the general public. In some scenarios competitors and prospective clients can be regarded as stakeholders to help improve business efficiency in the market place. This theory has become prominent because researchers have realised the actions of a corporate impact on the external environment. These actions require accountability of the entire institution to a wider and more sophisticated audience than just its shareholders. In view of this, another school of thought proposed that companies are no longer an instrument of shareholders alone but exist within the society and hence its responsibilities to the community from which it operates (McDonald & Puxty, 1979). This is in line with people coming together collectively to increase economic value in an organisation or firm. Further to the above, stakeholder theory was criticised (Jensen, 2001) for assuming a single valued objective. Invariably the performance of a firm should not be measured by the gains to shareholders. It should offer soft issues such as flow of information from senior management to junior management, interpersonal working relationships, working environment and so on. 13 2.4 STEWARDSHIP THEORY This theory links the success of firms with that of the managers. It tends to argue against the agency theory which posits that managerial opportunism is not relevant. This theory stipulates that a managers objective is first to maximise the firms performance because a managers need of achievement and success are met when the firm is doing well (Coleman, 2008: 4). This theory addresses the issue of trust which the agency theory refers with respect for authority and inclination to ethical behaviour. A fall out of this theory is that it attacks the following areas for effective corporate governance in an organisation. The areas include board of directors and leadership issues in a firm. Under the board of directors, it is believed that the involvement of the non executive directors is important in enhancing the board activities. This is so, because the executive directors have complete knowledge of the firms operations. Complete participation of non executive directors enhances decision making and ensure sustainability of the business. Under leadership this theory is contrary to that of the agency theory. Stewardship theory supports the idea that CEO and board chair should be the same individual. This is to ensure that decisions are taken quickly and promptly which is believed to impact positively on the firm (Donaldson & Davis,1991: 49-64). Finally, this theory stipulates that small board sizes should be encouraged to enhance effective communication and decision making. Nevertheless, the theory does not stipulate how an optimal board size should be determined. 2.5 RESOURCE DEPENDENCY THEORY This theory addresses the availability of resources of the firm to the general public. However, this is in addition to the separation of ownership and control within the firm. Availability of resources of the firm ensures that the organisation is protected from uncertainty of external influences. The theory also postulates the presence of firms board of directors in other organisations. This helps in building relationships between organisations in order to have access to resources in the form of information which can then be utilised to the advantage of the firm. 14 2.6 ORGANISATIONAL THEORY This theory recognises the peak of organisation structure as the sit of the chief executive officer. Given this stance, the theory goes further to say that the board of directors is a mere imposition and is not completely relevant. It is given that most decisions will be taken by the CEO and the board of directors will have to go in accordance. This theory draws its application from lower developed countries organisation structures. Most of these organisations have ownership and control stemmed together because they are mainly small businesses and their size do not warrant the type of corporate democracy witnessed in big multinationals like Mobil, Barclays and so on (Yakasai, 2001: 2). 2.7 BOARD OF DIRECTORS Looking at the above theories, there is no doubt that the essence of corporate boards cannot be underplayed in the issues of corporate governance in a firm. This is in relation to the direction in which the structure of laws and accountability has moved in recent times. It has become more glaring that given the wrongful acts of corporates, directors are being held responsible for the success and failures of the companies they govern. This is because the board of directors is the apex of decision making in an institution. Also, they ought to monitor the activities of top management ensuring that the interest of shareholders, general public and regulations are complied with (Jensen, 1993). The board of directors is the single most important corporate governance mechanism (Blair, 1995) and regarded as the institution where the managers of a company are accountable before the law of a companys activities (Coleman, 2008: 6). Further research has shown that the board of directors is effective in monitoring managers. In addition to this, it is believed that more non-executive directors on the board will increase its monitoring capabilities. Amongst other functions of the board is to select, evaluate and, if necessary, replace the CEO based on performance. 2.8 BOARD CHARACTERISTICS AND STRUCTURE In line with a previous study that has been done in Nigeria, the effect of board characteristics on corporate governance in the Nigerian banking industry was researched. The variables employed under the board characteristics included board structure, board size, board leadership, board composition and board diversity. 15 2.8.1 Board structure This has drawn a lot of attention in the field of economics, finance and strategic management and its effect on the organisation. The board structure refers to how the organisation is structured in terms of the board of directors. Its major focus is on size and the division of labour between the board chair and the managing director/chief executive officer (MD/CEO) and finally the composition (Ogbechie & Koufopoulos, 2009: 92). 2.8.2 Board size This can be simply defined as the total number of directors that a corporate organisation has on its board. It goes without doubt that the number and quality of directors in a company has an effect on how well the board functions, hence its performance. Given this, it becomes a challenging task to determine the ideal board size for an organisation. The possibility of a large board has the likelihood of more knowledge and skills at their disposal. Also, a large board size might also help to reduce the effect of an authoritative and dominant CEO. It is believed that the board becomes more effective in carrying out its duties as more directors are recruited into the board. However, another school of thought believes that large board sizes pose more harm than good for the corporate institution. There is the view that the larger the board size, the more difficult it becomes to control and hence achieve results. Also, large boards are more prone to formation of fractions, thereby delaying decision making processes (Ogbechie & Koufopoulos, 2009: 92). 2.8.3 Board leadership This is another key component of the board structure as the leadership tells the direction of board meetings, hence the outcomes. In the Nigerian corporate world, an independent structure exists where two different individuals serve in the roles of CEO and board chairman. A scenario where these two roles are held by an individual who brings about the theory of CEO duality. CEO duality can lead to accumulation of power in one person thereby vesting all powers on a single individual even if the outcome will be negative. However, another school of thought does not accept the superiority of the separation of power. From their own perspective they see it as a crisis measure for distressed companies. This was shown in a study by Dobrzynski (1991). Also, stewardship theory proposes that joint structure leadership provides cohesive company leadership that 16 eliminates doubt of the individual leading the organisation (Ogbechie & Koufopoulos, 2009: 95). 2.8.4 Board composition The board composition is used to denote the difference between the directors within the company and those brought from outside the company. It is simply the percentage of outside directors currently sitting on the board. The directors within the company are those that are also managers or current officers in the firm while outside directors are normally referred to as non executive directors; because they do not partake in the day to day running of the company. It is also believed that outside directors contribute more to a firms growth as a result of their independence from the firms management. Also they normally have an unbiased view given their origin coupled with their experience (Ogbechie & Koufopoulos, 2009: 96) 2.8.5 Board diversity In the global marketplace a company that employs a diverse workforce is better positioned to understand the market in which it does business and hence has the capability to thrive in such environments. The term diversity refers to a mixture of men and women, people from different age brackets, people with different ethnic groups and racial backgrounds. Scholars have emphasised the importance of improved board diversity as a result of the different perspectives from board members. It is believed that by corporate governance scholars that board have either a direct or indirect effect on the firm. Though board diversity might be a constraint according to Goodstein; nevertheless it goes without doubt that for boards to be effective there is need for diverse perspective (Ogbechie & Koufopoulos, 2009: 99). 2.9 CORPORATE GOVERNANCE IN NIGERIAN COMPANIES The Nigerian corporate world is one that has increasingly come under scrutiny, both domestically and on the international scene. The core issues hover round the board of directors, responsibilities of members, roles of directors and the use of independent auditors. The challenge with most companies in Nigeria is that the management mark their own scripts, score themselves distinctions and sing their praises. However, to equity owners the fantastic financial reports are engineered, as the effects are not felt in the real economy. 17 The above has been one of long dispute between the general public and the banking community. The argument has been that, despite the impressive results posted by the banks (profit after tax [PAT] got as high as 1000%), no real effect has been felt on the real economy which spans across manufacturing, agriculture, mining, and the real estate sector amongst others. All these have done nothing but give credence to the above speculation that the results might actually have been doctored (Yakasai, 2001: 241). It gets more difficult when a comparison is made between unstructured private limited liability and public liability companies. While the private companies are known for their simplicity, effective management, innovation and creating wealth, the public liability companies are associated with lethargy, nonchalance and lack of personal touch due to the legal separation of ownership and control. In Nigeria the conventional wisdom that shareholders determine board membership and influence corporate direction is false. This is as a result of the fact that individual shareholders are unable to exercise any influence unless they pose sufficient shareholdings and influence. However, some blue chip companies go the extra mile to ensure that their shareholders are carried along in making corporate decisions. This is done through various meetings, published materials, videos of AGMs, shareholders forums and so on (Yakasai, 2001: 241). Corporate governance in the private sector is of general interest, however, the Nigerian public has taken a keen interest in that of the banks operating in the Nigerian bank landscape. This is in view of the banks published figures and their dominance in the Nigerian stock exchange. Another major reason is that most economies world wide have migrated to a money and exchange economy. The basic instrument to facilitate international trade and exchange is money. Apparently these banks happen to be the custodian of these financial instruments. As a result of this sensitive role their corporate governance is of keen interest to government, depositors, shareholders and the general public. Nevertheless, these stated bodies all have different interest in these financial institutions. The general public and government do look forward to a safe, sound and stable banking system while the depositors are more interested in returns on deposits and the quality of service being rendered. Simply put: the government looks for safety of the banks, while shareholders are concerned about their profitability. It is essential to take another stakeholder group, the employees, into consideration. The workers are interested in 18 sustained employment through the continued existence and profitability of their employer- banks. Given the above diverse interest from stakeholders, governance in Nigerian companies and banks has become political and volatile. Also, the governance of Nigerian banks has been claimed to be centrally located in the hands of the board of directors (BOD) (Yakasai, 2001: 241). Given the multiplicity in any bank, this increases the role of the BOD of any Nigerian bank. With all these in sight, there are strict laws in appointing people to be BOD in banks and it is different from other private institutions in the country (NDIC). To satisfy the numerous and diverse interests of bank shareholders, general public and regulatory bodies; the banks BOD are mandated to have some core responsibilities. One of the most important is the development of corporate vision, mission and business strategy. This is to ensure that all members are on the same page regarding the banks focus. This also goes further to comply with the Central Bank of Nigerias corporate governance code that demand members of banks BOD to be knowledgeable enough to contribute meaningfully to the banks affairs (CBN code). A fallout of this is another responsibility which is to monitor and supervise that the banks strategic goals for effective results and deliverables to shareholders are met. Also, given that BOD is the highest oversight body, it must be satisfied that adequate information, control and audit systems are in place. This is in addition to its responsibility of corporate compliance with legal and ethical standards imposed by the law and the banks own statement of values. Another key responsibility is to manage crisis and ensure a proper risk management system (Yakasai, 2001: 242). This in turn will ensure that good loans are extended, thereby guaranteeing the safety of depositors funds. The responsibilities stated above are amongst what a banks BOD should have, however there are no laid down rules on how these tasks should be performed. Nevertheless, one of the surest ways is to ensure that the board is composed of people of integrity, good judgement, with knowledge and experience to help the bank in achieving its strategic goals. 2.9.1 Corporate governance for banks operating in Nigeria After the bank consolidation in 2005, it became imperative for tightening of their activities by a regulatory body, Central Bank of Nigeria (CBN). The outcome of this was the release 19 of a code of corporate governance for Nigerian banks post consolidation. This was released and became effective on 3 April 2006. The code started by stating the importance of corporate governance and also retention of public confidence. This was given the role of the finance industry given its mobilisation of funds, allocation of credit to the needy sectors of the economy, the payment and settlement system and the implementation of monetary policy. The essence of the code became more important as a result of the outcome by the security exchange commission (SEC). The report published in April 2003 revealed that corporate governance was at a rudimentary stage with only about of 40 per cent with a recognised code of corporate governance in place. Specifically in the financial sector, poor corporate governance was identified as a major factor in virtually all identified reasons for the failure of financial institutions in the past. Also, without doubt, it was known that the ongoing consolidation will bring about challenges, especially on issues bordering on IT, culture and integration processes. The code from CBN also identified that two-thirds of mergers failed world wide as a result of challenges posed by personnel integration, IT integration, corporate culture and management squabbles. The report further stated that a standardised code of corporate governance will help in addressing such issues. Nevertheless it is important to state that prior to this code of corporate governance from CBN, the Nigerian Securities and Exchange Commission released a code of best practices on corporate governance for public quoted companies. Banks were expected to adhere to these as well as a corporate governance code from the bankers committee. In the post consolidation corporate governance code released by CBN, weaknesses and challenges of corporate governance in Nigeria banks were identified and explained in details. This was to ensure that all institutions involved reviewed it to see where they erred in order to ensure measures to be taken to reduce and eliminate such weaknesses. Amongst the weaknesses listed are ineffective board oversight, disagreement between board and management, overbearing influence of chairman or MD/CEO and weak internal control measures. Other weaknesses highlighted, included non-compliance with laid down control measures, non-compliance with rules and laws from regulatory authorities, passive shareholders, lending abuses and excess of one obligor limit and having sit tight directors. Sit tight directors in this case refer to directors that fail to make meaningful contributions in meetings or in the affairs of the banks. 20 The challenges listed in code were to address existing ones and those that are likely to occur after the banking consolidation. A major challenge was the technical incompetence of board and management to effectively redefine, re-strategise, and restructure in the areas of corporate identities, new business acquisitions, branch consolidation, expansion and product development. Another challenge was that of the relationship amongst the directors. This is bound to arise in boardroom squabbles especially in institutions that were formerly one man or family owned. The new idea of contending with new directors, especially in the areas of making decisions, will pose as a challenge in these new institutions. An offshoot of the above challenge will be that of the relationship between staff and new management. The work environment might become strained as a result of changes in work policies. Examples of this include changes in pay structure, changes in reporting lines and knowledge gaps between the existing staff and the new ones. The major reason for the consolidation exercise was to ensure that banks increase that capital base, thereby giving them the capacity to fund large ticket transactions. Hence in meeting this new requirement it becomes imperative for the banks to have proper risk management structures in place. This will help to manage the risk of these institutions as the level of risk will be more than the institutions have ever seen. This poses a serious challenge to the banks post consolidation and will need to be given serious attention. The management of risk in transparent and ethical manners will have an effect on the banks governance. Another challenge that appeared is ineffective merger of the banks after the general process. It is believed that scenarios where an investment bank merges with a commercial bank are not properly implemented and might result in a situation where both institutions will still run parallel, especially if both managing directors are in charge of the various banking units. Inadvertently this will pose as a challenge for the institution as a whole. Given the number of banks involved in the consolidation process, coupled with the amount involved, the tendency to have an average of three different banks merging to bring about a new entity is high. The outcome will be an institution that will have options regarding choice of IT and different accounting systems. The use of technology will increase to power the new consolidated business. This will definitely need to be well managed to ensure efficient operations and quality of service. An offshoot of this challenge is an inadequate management capacity. Given the challenge stated above, it becomes 21 imperative for the level of management capacity to increase to ensure the effective running of the new big banks. According to the corporate governance code released by the Central Bank of Nigeria (2006), issues concerning insider loans and transparency were also raised as challenges. It was stated that if consolidation failed to achieve transparency through diversification of bank ownership; it will result in other negative aspects of the bank operations. Amongst the effects will be insider related trading and rendition of false returns. Rendition of false returns to regulatory authorities and concealment of information to bank examiners will mean early detection of troubled banks. A major challenge in a bigger bank will be that of getting the right choices given the very diverse interest involved. A good example is an audit committee which ought to comprise of both directors and shareholders. The outcome of this is selection of people without the necessary skills and expertise to handle such a task, thereby making the committee ineffective. This might also reflect in operational controls as a result of the larger size of the institution. Finally, the disposal of surplus assets and use of such funds will pose a challenge in the post consolidation of these banks. After the consolidation, branches that are too close will have some disposed to reduce operational cost and increase efficiency. Assets such as cars, computers and other assets will also be disposed off. These items can be sold for prices lower than their market value, which is wrong. The income from such sales should be properly recognised and not used in boosting profits to cover operational losses and inefficiencies. 2.10 CODE OF BEST PRACTICES ON CORPORATE GOVERNANCE The CBN corporate governance code went a step further by focussing on best practices of corporate governance in the sector. These were termed as initiatives that will promote good corporate governance post consolidation in the Nigeria banking system. Some of these principles are as listed below. i. Carefully crafting out the banks overall strategic objective, its corporate values with clear lines of responsibility and accountability. ii. The banks management team should be proactive and committed to the above goals. They should also function in line with the corporate strategy to have a clear sense of direction and achievement. 22 iii. The board of directors should be committed and carry out its oversight function in a professional manner. Also, the board should be well constituted to ensure meaningful contributions in meetings. iv. Given the creation of new entities there is bound to be dispute among the different stakeholders of the bank. In view of this it is imperative that the institution should have measures in place to resolve disputes that arise amongst board, management and staff of the bank. v. The new entities will be large corporations and a clear succession plan will have to be in place. Shareholders need to be responsive, enlightened and responsible. vi. Another challenge should be that the bank should ensure they have an effective and efficient audit committee of the board. Also the auditors should be of high integrity, independence and competent. These auditors should include both internal and external auditors. 2.10.1 Equity ownership Another issue that came up in the CBN study was that of the banks ownership structure prior to consolidation. The present practice, pre consolidation, poses a challenge as a non-restrictive equity holding. This has led to serious abuses by individuals and family members as well as government in the management of banks. Given this unhealthy scenario and to encourage private sector-led economy, the code stipulated that holdings by individuals and corporate bodies should be more than that held by government. The code also noted that individuals who form part of management of banks in which they also have equity holdings will be compelled to manage the companies better. In view of this it is right to say that the code favoured board ownership in these banks. The above positions were further streamlined regarding positions individuals and government can take in these banks. It was stated that governments direct and indirect holdings in any bank should be limited to 10 per cent by the end of 2007. The CBN stated in the code of corporate governance, post consolidation, that any equity holding exceeding 10 per cent by an investor is subject to confirmation. 2.10.2 Organisational structure Historically in the Nigerian banking sector a major source of conflict has been in the structure of the organisation where the board ask for senior positions to be able to 23 exercise undue power. Given this, a major issue under the organisational structure was on executive duality. Amongst the issues raised was that the chairman and MD/CEO roles should be clearly separated. This will ensure that no one has unfettered powers of decision making by occupying the two positions at the same time. The position of the executive vice chairman is no longer recognised in the new structure. In the earlier section under equity ownership it was noted that individuals and family members held large stakes in the banks, leading to unhealthy lending practices. To fight this trend it was then resolved that no two members of the same extended family should occupy the position of chairman and that of chief executive officer or executive director of a bank at the same time. 2.10.3 Quality of board membership The board of the banks has been a long standing issue where it is stated that the board should be effective and composed of qualified people that are conversant with its oversight functions. The CBN further stated that these people should be knowledgeable in business and financial matters for them to be considered to be on the board. Given that the right people have been selected, it is imperative that there should be regular training and education of board members. To make this more tenable, it is important that the banks should budget for it at the start of the financial year. With the capability of the board in place it is important for the board to have necessary powers to chart the bank in the right direction. A major concern is for the board to have the powers to hire consultants that will advise it on the way forward for the bank. The code also looked at the composition of the board of directors to other directors; this is to ensure that the board is not skewed to one direction and thereby influencing decisions taken. The code stated that the number of non-executive directors should be more than that of executive directors. This is subject to a maximum board size of 20 members. The board should comprise of a minimum of two non-executive directors who must have been appointed based on merit. They should not represent any shareholder group and also have no business interest in the bank. This is to ensure that they give a fair and outside opinion on the affairs of the bank. Taking it a step further, the remuneration for the non executive directors should be limited to sitting allowances, directors fees as well as hotel expenses. Finally, there should be a fixed tenor for the banks board which should be not more than three terms of four years 24 each (12 years). This should also include top bank executives as they should have a clear succession plan for them. 2.10.4 Board performance appraisal It goes without doubt that the board should be appraised to see if all set targets and deliverables are met. The need for board performance reviews and appraisals to ensure exceptional performance was stated as a necessity in the code of corporate governance post consolidation by the Central Bank of Nigeria. However, for the board performance to be properly appraised, a couple of steps need to be taken. The first step is to determine the skills, knowledge and experience of board members. And having ascertained this to be in order, the next step will be to define the company future strategic goals, strategic objectives and the critical success factors needed to achieve this. With all these in place the board should ensure it works as a team to achieve its goals with a periodic review or self assessment. This can be done annually, preferably by an outside consultant with the report being presented at the AGM while the CBN is sent a copy. 2.10.5 Reporting relationship The reporting relationship is very key in an organisation, including the banking sector, as to a large extent it determines the degree of transparency and disclosure that will occur. Given the importance of this, it became important for the corporate governance code to highlight that the structure of any bank should show clearly acceptable lines of responsibility and hierarchy. Also, all designated officers should be aware that they will be held accountable for duties and responsibilities attached to the offices they occupy. This will further ensure that people are focussed and regulatory matters taken seriously and adhered to. 2.10.6 Industry transparency and disclosure requirements The stakeholders of the banking sector are immensely important and it goes without doubt that their confidence in the institutions says a lot about the corporate governance structures in place. Therefore, to ensure that stakeholder confidence is retained, the issue of transparency and disclosure must be complied with according to regulatory requirements. A major point to note here is the issue concerning related party transactions. Where the board directors or other bodies related to them are engaged as service providers or suppliers to the bank, disclosure should be made to all parties involved including the CBN. 25 Another key issue in attracting and retaining stakeholder confidence is that regarding disclosure of company financial reports. The code requires the chief executive officer and chief finance officer of the banks to certify on all reported financial reports that they have reviewed the reports. Their signatures will also specify that, based on their knowledge, the report does not contain any untrue statement of a material fact. Also, the financial statements and reports fairly represent the financial conditions and results of the banks for the period that have been covered. Falsifying reports will attract a fine and six months suspension of the bank CEO for a first time offender. However, in the case of a reoccurrence, a removal and blacklisting of the CEO will be the case. Also, all staff connected will be referred to professional bodies for disciplinary actions. The code went further to analyse all loans given to directors and related parties, stating that the practice of anticipatory approvals by board committees should be limited strictly to emergency and should have a lifeline of one month after which it should be ratified. Also, any director whose loan or related interest loans are non-performing for more than one year should cease to be on the board of the bank. If the facility in question is not regularised within a period, the person will be blacklisted from being on the board of any other bank. In addition to monitoring compliance with money laundering requirements, bank chief compliance officers should also monitor the implementation of the corporate governance code. The banks should encourage whistle blowing by staff to ensure strict adherence to rules and regulations. An easy way of ensuring whistle blowing will be by the enactment of a special medium such as special email or hotline to both the bank and CBN. With this in place, a means of monitoring should be enacted which is basically the CCO making monthly returns on compliance and corporate governance status to CBN. Finally, it was mandated that the CEO and CCO should certify each year that no code in the corporate governance was breached in the course of business. 2.10.7 Risk management The past bank failures were highly attributed to a lack in their risk management units, and therefore the code of corporate governance post consolidation for Nigeria specified what was needed from this unit. Firstly, the risk management committee should establish policies for risk oversight and management. It was stated that banks should have a risk management framework in place as well as a unit which will be lead by a senior executive of the bank. This new unit will run according to the directives of the board of risk 26 management. Given this it becomes important for the internal control system to be well documented and designed to achieve a high degree of bank operations. Also, the system should be structured to ensure that the reliability of financial reporting and compliance with rules and regulations from all levels in the bank are in place. To ensure that the above codes are monitored, external auditors are mandated to report to CBN on the banks risk management culture. 2.10.8 Role of auditors 2.10.8.1 Internal auditors In the Nigerian banking system there exist the internal and external auditors. The internal auditors are staff of the banks that have been recruited to monitor the affairs of the various branches and units of the bank on a day to day basis. These groups of staff ought to be largely independent, highly competent and people of integrity. Given the responsibility of the unit, the code specified that the head of this unit should not be less than an assistant general manager and should be a member of a professional body. In terms of reporting style, the AGM should report directly to the board audit committee, however, a copy of the report should be sent directly MD/CEO of the bank. Also, on arrival of CBN examiners, these quarterly reports should be made available to them. The combination of the board audit committee was also an issue for the code. It was stated that members of the board audit committee should be non executive directors and ordinary shareholders. These people should normally be appointed in annual general meetings. Amongst the appointed people should be the chairman of the committee and also all members should be knowledgeable in internal control measures. Finally, these groups of people will act as an intermediary between the external auditor and the bank. Hence, amongst their duties will be to ensure that the banks financial reporting is of acceptable standards and that the bank has adhered to all rules and regulations of CBN. 2.10.8.2 External auditors External auditors play a key role in the issue of banks in Nigeria and therefore deserve the focus and attention they presently receive. Firstly, the appointment of the external auditors will a task to be approved by CBN; one advantage of this is to ensure that the relationship between these auditors and the banks is not compromised as this might lead to ethical and 27 governance issues. Regarding tenor, the external auditors are only allowed to work with the banks for 10 years. Afterwards a break of 10 years is required before the auditor can come back to audit the bank. If CBN doubts the work done by the external auditors, quality assurance auditing should be engaged by the CBN. If the results from this team support the fact that the auditors have erred, then they will be blacklisted from auditing banks and other financial institutions for a time frame to be determined by the CBN. In order to avoid conflict of interest, it is advisable that an audit firm should not provide services to a bank in some scenarios. On such scenario is if one of the banks top officials was employed by the firm and worked in the banks audit during the previous year. Finally, the external auditors should not provide any of the services, namely bookkeeping for the banks, valuation services, actuarial services, internal audit outsourcing as well as human resource functions. 2.11 PROCESS AND PROBLEMS OF CORPORATE GOVERNANCE IN THE NIGERIAN BANKING INDUSTRY In Nigeria, the Companies and Allied Matters Act of 1991 places great responsibility in the hands of BOD. However, this is further strengthened by Nigerian deposit insurance corporations placing additional rules guarding the activities of bank directors. In Nigeria, bank governance can be seen from three perspectives, namely: i. Composition in terms of competence, knowledge, experience and business network. The usual practice is to look for highly qualified and experienced people with business connection. The search can be first conducted in-house amongst staff members and if not successful then an outside search is resorted to. It is important to note that this is seen in the big and medium sized banks; however, for the new generation banks recruitment is done on ownership, family members and allies. ii. Tenure of board members, organising and running the board entails first and foremost to determine the ratio of executive to non-executive directors. In Nigeria the big banks normally have bigger board members when compared to the smaller generation banks. The table below illustrates the ratio of executive to non-executive directors. Also, there should be a clear distinction between the board chairman and MD/CEO, and the frequency of meetings should be agreed upon. 28 The present situation is one where the big banks hold frequent meetings whereas the smaller banks dislike holding meetings. They prefer using the time in marketing for deposits which is probably partially due to the fact that they have less loan portfolio size. The tenure of board members should be agreed upon and should include issues such as , age limit, knowledge and experience of intending board members. Finally, the maximum number of tenures for directors should be agreed upon that is, where the contract is renewable. iii. Action is necessary in terms of responsibility, commitment, performance indicators, monitoring and evaluation. The general trend in most organisations is for duties to be delegated to senior management who in turn process it and present it to the board of directors. In line with this very few questions are asked, which is where the knowledge of the board members becomes key and comes into question. However, one key performance indicator is the banks profitability which the board should take seriously, as this is used at AGMs to judge their own performance. Given the above as the process for a board of directors, it is important to also note the peculiarity of the banking business in Nigeria. This peculiarity poses some problems which will be discussed briefly. 2.11.1 Environmental pressure Given the present business environment, pressure normally comes from two sources, namely from family and close allies and from the underground or informal sector (Yakasai, 2001: 243). It is a norm to find friends and relatives putting pressure on board members for favours. These favours may span across awarding contracts, employment of under- qualified candidates and extending of loans without proper risk management practices adhered to. The other pressure can emanate from a number of sources. A major one is compromising ethics for business relationships. These are situations where the bank is forced to part with a certain amount of money to get business. These kinds of acts adversely affect the banks corporate governance which ultimately impacts negatively on the country (Yakasai, 2001: 243). 29 2.11.2 Instability of tenure The BOD constitutes a serious part of good decision making in any organisation. Given its sensitive nature, it is important that the members tenure be stable to ensure that ideas are cultivated and implemented, otherwise the institution on its own becomes unstable. In the early 1990s, the Nigerian private sector experienced high volatility in dissolving the board members. This was particular with industries that were operating in the strategic sectors such as petrochemical and banking industries. The federal government, however, divested from the banking industry in 1993 and there has been an improvement in the erstwhile public banks in which board dissolution was high. It is important to note that an unstable board breeds insecurity of board members which might lead to them having a different focus such as enriching themselves through any means within the shortest possible period. The effect of instable boards results in the lack of a strategic goal being developed for the bank which subsequently leads to ineffectiveness in the day to day running of the bank. All these will lead to a reduction in profitability of the banks bottom line. 2.11.3 Government action This problem emanates from two schools of thought, namely governments interference in the appointment of incompetent personnel as a result of affirmative action and quota system in the country (Yakasai, 2001: 244). This ultimately leads to compromising recruiting standards and gives forth to staff that are incompetent which invariably impacts negatively on the banks overall performance. Also, it is believed that government agencies such as the NDIC and CBN are interested in ensuring stability, safety and soundness of banks but their actions prove otherwise. This is particularly the case when a banks huge exposure to the government and its parastatals has not been properly addressed, leading to the crisis such as in 1998. The issues were then resolved with the payment of only principal amounts and the interest payments were waived. This kind of interference leads to a decline in profit line, bearing in mind that the probability of government also recruiting some members of directors is present. 2.11.4 Board/management relationship It is paramount for the relation between the BOD and banks management team to be mutual and complimentary to flag a good message to the investing public. However, the supervisory role of the BOD cannot be compromised. Given this, there is bound to be 30 conflict if the BOD engages in the day-to-day operations of the bank rather than in policy and strategic issues. This was witnessed in the 1990s amongst the big four banks at the time. The consequence of such conflicts is that the governance of the banks will suffer because the boards will waste their energies on operational and tactical problems. Also, there will be rivalry amongst the two groups where one will see the other as a foe; leading to divergent opinions and behaviours. This was the case in state owned banks in the 1990s and even carried over to the year 2000 when the banks had been privatised. 2.11.5 Executive chairmanship/vice chairmanship This is a scenario where the chairman/vice chairman of the board is not satisfied with moderating the excesses of the managing director of the bank. The chairman then seeks to be executive chairman of the bank so he/she could sit over the judgment of his/her activities. This observation has also exposed the moral issue on the expected transparency, accountability and police role of the chairman/vice chairman (Yakasai, 2001: 245). 2.11.6 Ownership crisis At various points, there has been conflict over ownership structures of the Nigerian banking institutions. This scenario has played out in the private as well as government owned banks. In government owned banks, the board was dissolved by the Ministry of Finance Incorporated which held shares in trust for the government, while at private owned banks throwing of chairs and punching at board meetings and annual general meetings was the case. 31
Figure 2.1: Ownership structure of Nigerian banks The consequence of such a crisis is the instability that accompanies such boards. When such crisis persists, the regulatory authorities such as CBN will be forced to come in by instituting an interim management board (Yakasai, 2001: 245). However, it is important to note that ownership crisis can also evolve as a result of a forceful takeover of one bank by another. In scenarios like this, the CBN is always called in to resolve such issues. This is synonymous with the recent ownership structure that ensued between Bank PHB and Spring Bank of Nigeria Plc. 2.11.7 Insider dealings Like all other industries where raw materials are converted into finished and processed goods for clients, the banking sector is not excluded from this process. The sectors raw materials comprise of the depositors funds which are in its custody. These raw materials or funds are used to create risk assets which are then repaid with interest to the share holders and depositors. Without doubt the creation of these risk assets, which bring forth the loan/advances portion of the balance sheet, comprises an important part of the banks balance sheet. Given this importance, it is imperative for bank directors to disclose all related borrowings as stipulated by the banks and other financial institutions decree (BOFID). This also extends to scenarios where bank directors create companies to borrow money or grant loans to relatives or close allies that are not worthy of it. These acts were amongst those that led to the banking crisis in the mid 90s. Also, history is replaying itself in the country where some banks are being indicted for indiscriminate lending to capital market players as well as the 32 downstream petroleum sector. The origination of this is a fragile governance structure and neglect of laid down rules which will lead to loss of profit, thereby reducing the banks performance. The proportion of private owners in Figure 2.1 gives credence to the high rate of insider trading that took place in the country. 2.11.8 Quality of bank directors There is no doubt that there is a high correlation between board performance and quality of directors. Evidence in the 90s revealed that this was compromised and unfit persons were appointed to boards of banks. The consequence of this was the directors lack of capacity to contribute at board meetings. However, occasionally when they did, such contributions were either below par or not relevant at all (Yakasai, 2001: 246). The outcome of this was a negative effect on quality issues of governance and leadership by the board, a situation that further worsened the remaining fragile reputation of bank directors. 2.12 PRE-REQUISITES FOR EFFECTIVE CORPORATE GOVERNANCE IN NIGERIA To categorically state factors that will ensure good corporate governance in the Nigerian banking system will be a huge task. However, given the present operating environment, it is essential to explore some factors that are capable of affecting the governance environment. In a research by Yakasai (2001) it was agreed that the board is the ultimate governing body responsible for the growth of the bank. In view of this, given the level of importance required from this body; it goes without saying that there are some qualities which should be inherent in board members (Yakasai, 2001: 247). These factors should include the following: knowledge, information, strong management, power, independence and time. 2.12.1 Knowledge Considering the complexity of our financial system which has made the banking industry more complicated, it is important to have people of high qualities at the helm of affairs. These directors should be from diverse and complementary backgrounds, have knowledge and experience, and should network. It is advisable that each board member should have expertise in more than one area of specialisation so that the membership will not be unskilled. This will ensure that knowledge from board members is broad and deep enough to match the demands facing the industry (Yakasai, 2001: 247). 33 In addition to the above, regular evaluations of board members have to be carried to determine the right mix. This exercise will also ensure that knowledge gaps, level of professional competence and academic background requirements are continuously met. This same approach should be employed in all other committees within the organisation. It will ensure that things are done properly and help in strengthening the risk profile of the banking institutions. 2.12.2 Information Information is without doubt the key for board members to be able to work effectively and timely, given the spate of events in this present day financial system. Board members should have an open door policy to ensure information is received from employees, shareholders, customers, regulators and fellow colleagues. The sources of this information should be well processed to ensure that boards are not acting on rumours which will inadvertently go against the initial intention. 2.12.3 Strong management team It is imperative to have a management team with relevant knowledge and entrepreneurial spirit, core cultures and values for the organisation. However, the board should create an enabling environment for this management team to exhibit entrepreneurial traits. It is these managers that provide a clear sense of direction for the entire organisation since they have a perfect understanding of the internal structures of the bank. 2.12.4 Power The essence of power in a board cannot be under-estimated. However, there must be a balance between a supervisory tier and executive tier of the board A body can be effective if it has the authority to make decisions and to ensure top management approves and implements them. One of the most important ways to ensure separation of powers is to separate the offices of the chairman and chief executive officer. It is, however, paramount to note that with the presence of power, the next requirement is the knowledge base of its members. This is so, because, to ensure effective use of board power, a clear sense of direction should be present. However, a clear sense of direction is a function of the inherent capabilities of board members. Given all these, it becomes essential that in bringing in new members, there should be a transparent process where skills set and conflict of issues matters will be looked into (Yakasai, 2001: 248). 34 A simple test to indicate if the board has value will include asking questions like: Does a balance of power exist between the executive and non executive directors? Who controls the agenda of the meeting? Does the board have a clear sense of direction? Also: Can the board call the executive directors to order when boundaries are overstepped? Affirmative responses to these questions will indicate that the board has power (Yakasai, 2001: 248). 2.12.5 Auditors In the Nigerian banking landscape, internal auditors as well as external auditors exist. The internal auditors are staff members with the entire unit reporting to the chief executive officer. The essence of internal auditors is to review internal audit trails and ensure the level of exceptions are reduced, depending on when external auditors come to audit the bank. They also help to reduce fraud and keep an eye on staff in up country branches, ensuring that the banks culture is preserved and adhered to. The role of external auditors cannot be over-emphasised given the assumption about shareholders willingness and ability to scrutinise the banks affairs and call erring board and management to judgement (Yakasai, 2001: 248). The appointment of external auditors is a requirement by the Central Bank of Nigeria in accordance with statutory provisions of Acts establishing the roles of corporate affairs commissions, companies and allied matters, Central Bank of Nigeria, other banks and other financial institutions (Yakasai, 2001: 248). Given all these, the major role of auditors both internal and external is to ensure that one of the functions of corporate governance, which is accountability, is adhered to, because shareholders, both institutional and small shareholders, do not have the luxury of time to do it themselves. 35
Accountability Direction Supervision Executive Action
Figure 2.2: Functions of corporate governance Source: Corporate Governance is a Third World country with particular reference to Nigeria 2.12.6 Motivation Similar to other spheres of business, motivation has remained a key factor in the deliverables and outputs of employees. This is the case with board of directors of banks. The right incentives and perks should be in place to align bank directors interest with those of stakeholders they represent. These stakeholders include shareholders, employees and customers (Yakasai, 2001: 249). The reward system is an effective means that can be used to influence the performance and motivation of bank directors. Although the reward system usually extends beyond the amount of money paid, it should also include share options for board members. A downside to this exists where intending board members turn their focus to the monetary benefits they will get from being nominated. In view of this, it is important that after an attractive package has been offered, the nominating committee should have suitable nominees who will be concerned about the challenges and not the financial gains. 36 2.12.7 Time This issue relates to two options, one of which is the utilisation of time in board meetings and tenures associated with board members. Regarding the issue of tenures of board members, it is essential to have staggered retirements which will ensure the presence of knowledgeable and experienced directors at any point in time. This adds to the credibility and efficiency of the board in duly executing its functions. The other issue of time is more delicate, as it deals with the importance for board members to be very intelligent and experienced people, as stated above. However, it is also important that board members prepare properly for meetings so that meetings focus on crafting and execution of corporate strategies (Yakasai, 2001: 249). 2.13 CORPORATE GOVERNANCE AND FIRM PERFORMANCE Considering the current economic conditions, it has become paramount to cite the importance of the financial sector for economic growth (Nada, 2004). However, a lot of reasons have been named for the failure of banking institutions world-wide. Amongst these reasons was the quality of corporate governance in the banking institutions. It is a general belief that good corporate governance enhances a firm performance. However, there have been some studies that have gone against this notion. For this reason it is inconclusive or inconsistent to say that corporate governance and firm performance are directly correlated. In a study by Akyereboah-Coleman (2008), the effect of corporate governance on performance of firms in Africa was carried out. The data used was drawn from 103 firms in Africa over a five year period from 19972001. These firms cover a range of sectors which included the industrial, manufacturing, mining, agriculture and services sectors. The study employed return on assets and Tobins Q as its performance measures. This research employed the use of market and accounting based performance measures to ensure that a clear relationship between corporate governance and performance can be arrived at. Some results from the study contradict past research, while others conformed to past findings. The contradicting data included studies that have shown that a long tenure does not augur well for firm performance. This was drawn on the basis that the CEO spends energy and time building an empire to control. It was also discovered that board activity intensity had a negative relationship with return on assets and a weak positive relationship with Tobins Q. The board activity intensity was measured by the frequency of board 37 meetings. It is worthy to note that this confirms past research that high frequency of board activities is always as a result of corporate problems (Coleman, 2008: 16). The conclusion of the research was to further emphasise the importance of corporate governance in firms. It states that it constitutes the organisational climate for the internal activities of a company. However, the research was not targeted towards a particular industry, but covered a wide range of sectors. Also, it was targeted at African companies giving more credence to the positive side of good corporate governance in the African corporate world. A key feature of the research was the results from the regression which showed that the direction and extent of impact of corporate governance is dependent on the performance measure being examined (Coleman, 2008: 20). The results showed that large boards enhance corporate performance and when they are dominated by non- executive directors, the firms value is enhanced. Also, CEO duality does not significantly impact on Tobins Q, the market based performance measure used. It, however, does have a negative relationship with firm profitability. Finally, the study concluded by stating that for enhanced performance, the positions of CEO and board chair should be held by different persons and that firms should be encouraged to maintain relatively independent audit committees. It was suggested that a broader spectrum of variables should be employed, however, the result of the research should not be compromised. A study conducted in the Middle East and North Africa also shows that there is a relationship between corporate governance and bank performance (Nada, 2004). This study research used data from 249 banks from 20 countries in the above stated region. The corporate governance parameter used was ownership structure and findings were related to past research. It was discovered that foreign banks are significantly better performers than all sample groups. However, government owned banks were discovered to perform poorly when compared to the others. A similar research using ownership structure was conducted on Indian banks (De, 2003). However, the performance indicators used were accounting measures which comprised of return on assets, net interest margin and operating cost ratio. The outcome of the study showed there is a significant positive relationship between return on assets and private ownership, but the research also showed that there is no significant relationship between return on assets and ownership variables. 38 An empirical analysis was also carried out in Kenya, between the relationship of corporate governance and bank performance (Barako & Tower, 2007) This research was done using return on assets and non performance loans as the dependent variables. However, the independent variables used were the ownership structure of the banks. The research was to empirically examine the relationship between ownership structure and bank performance (Barako & Tower, 2007: 139). The areas reviewed under the ownership structure included the following: proportion of board ownership, level of foreign ownership, institutional and government ownership. The ordinary least square model was applied as a multivariate test to assess the influence of each of the independent variables on performance. In line with past work done, the result of the OLS regression provides strong support for the proposition that ownership structure influences bank performance. The level of board ownership, foreign and government ownership was seen to be associated with performance of financial institutions in Kenya. (Barako & Tower, 2007: 140). A compelling result of the research is negative relationship between state ownership and bank performance on the performance indicators used. This goes to show that government ownership of banks has a negative impact on the banks performance in Kenya. Another fall out of this research is its acceptance of entrenchment hypothesis, which says that board ownership of financial institutions increases conflict of interest between owners and borrowers. It also spills into the risk taking nature of the financial institution concerned. The impact of this is the inability of managers to take good and decisive decisions resulting in the creation of substandard risk assets and invariably low performance. The performance indicators; return on asset and non performing loans showed that institutional shareholders have no significant influence on financial performance of banks (Barako & Tower, 2007: 140). This is contrary to findings in the Western economies, where institutional investors have spurred changes especially in promoting sound corporate governance; the reverse is the case in Kenyas financial system. Finally, the ordinary least square of the research shows that there is a positive relationship between foreign ownership and bank performance. However, this is in line with previous research findings and with the general belief that local banks are influenced by policies and procedures of the parent companies, which may provide a better basis for evaluating and mitigating risks. However, this is not to say that local banks with sound corporate governance cannot do as well as its peers with foreign owners. 39 Another impediment to corporate performance is the agency theory, between the principals (owners) and the agents (managers). It is believed that managers have additional information about the firm when compared to the owners. This is as a result of the insider information which is available to the managers. The outcome of this is that owners are faced with the challenge of managers not acting in their best interest (Jensen & Meckling, 1976). Relating the above scenario to a bank is complicated as a result of the various parties involved. Conflict of interest exists between the shareholders and depositors as well as between shareholders and the managers of the bank. The risk in banks is being adopted by the banks managers to increase the companys share price and this is usually contrary to the risk appetite levels of the depositors or shareholders. Given this, it is therefore correct to state that corporate governance in banks should encapsulate all stakeholders involved that is, from the depositors to employees to shareholders. Other studies have also been done in other parts of the world where little or no correlation was found between firm performance and corporate governance. In a study conducted on the emerging markets of Ukraine and Russia (Rachinsky, 2007) the financial ratios used were return on assets, return on equity and net interest income. The conclusion of the research was that there was no significant relationship between good governance and performance in Russia. However, in the case of Ukraine, a slight relationship was found between governance and performance. Nevertheless, the research further claims that there might be some shortcomings which were stated as being related to accuracy of the financial data and unreliable governance data. Also, the sample of banks used was rated from bad to less bad rather than bad to good and finally the report states that the sample was small and perhaps insufficient to generate strong statistical significance.
40 CHAPTER 3 RESEARCH DESIGN AND METHODOLOGY 3.1 INTRODUCTION This study has been done in line with past research that has been carried out in developing economies, with specific emphasis on Africa. It is also in line with an earlier stated study, Corporate Governance and Bank Performance, Does Ownership Matter? Evidence From The Kenyan Banking Sector by Dulacha and Greg. The focus was on ownership structure. The ownership structure parameters were board ownership, foreign ownership, institutional ownership and government ownership. The dependent variable used in this study was the banks return on assets (ROA) and its non performing loan to total advances (NPL) ratio. The independent variable was the corporate governance variables. A more recent study was done by Kyereboah-Coleman (2008) with the focus on companies in various parts of Africa. The study also looked at a correlation between corporate governance and the firms performance. While that of Kenya specially researched banks in Kenya, the latter researched a broad range of companies in Africa. The parameters used were board size, board independence, board activity intensity, CEO duality, CEO tenure and audit committee. The final parameter used, which had a similarity with the former, was institutional ownership. In both studies, institutional ownership was termed to have a positive relationship with firm performance. The dependent variable that was employed here also had similarity with that of Kenya. It included return on asset (ROA) and Tobin Q. A careful analysis of this method would reveal that a non performing loan ratio is an important tool in measuring how profitable a bank will be, because a bank can only be profitable if its risk assets are performing and of acceptable standards. Given that this research is a focus on banks in Nigeria, return on assets and non performing loan ratio have been employed as the dependent variables. Nevertheless, the independent variables will comprise of parameters from both studies. 3.2 INSTITUTIONAL OWNERSHIP A firms ownership structure dictates its governance; past research has shown that governance does have an effect on the profitability. It can be stated that a firms ownership structure should have an effect on its performance, given its ties with its corporate governance (Barako & Tower, 2007: 136). 41 It is believed that when the bulk ownership of a firm lies in hands of a few, the possibility of equitable treatment of all stakeholders is likely (Coleman, 2008: 11). These groups or institutions help to monitor the operations of the firm given their relatively high level of investment. The fallout of the above is that institutional shareholders have greater incentives to monitor corporate performance than scattered smaller groups. It is believed that institutional shareholders help to resolve free ride problems commonly associated with corporations where shares are widely held (Barako & Tower, 2007: 136). In view of the above, it can be stated that institutional shareholder activism causes changes in governance structure, which also results in a significant increase in shareholders wealth. It is also important to note that institutional ownership is measured by percentage volume held by institutions. Institutions in the Nigerian context will be referred to as companies formed to have shareholdings in these banks as there is a high likelihood of this form of ownership. Based on the foregoing, the following hypothesis is set up: ROA ratio Hypothesis 1a: The presence of a banks institutional ownership is positively associated with the banks profit, based on its ROA. NPL ratio Hypothesis 1b: The presence of a banks institutional ownership is negatively associated with the level of non-performing loans. 3.3 FOREIGN OWNERSHIP Much research has been done on firm performance with foreign ownership used as a variable. The results have, however, been inconsistent with some research showing a strong correlation and others not showing any relationship. A good example was seen in the studies cited by Nada which indicated that foreign owned banks are less efficient than the domestic ones. The shortcoming of this research, also stated by Nada, is that this research was conducted mainly in the developed economies while neglecting developing countries. It is, however, important to note that in these developed economies the domestic banks are highly regulated, and older and more sophisticated than the foreign banks. Nevertheless, another research was conducted by Claessens and Demirguc-kunt in 2000 and 1999 respectively, stating that foreign owned banks report significantly higher interest margins and higher net profitability than domestic banks. A lot of reasons are attributed to the good performance of foreign ownership in comparison to domestic ownership. 42 These reasons include prudent management of risks as influenced by the policies of the parent company, and strict focus on profitability to maximise shareholders wealth creation capacity. This can be compared to domestic banks which suffer from inefficiencies, outside interference and the possibility of not focussing on maximising returns. All these affect the companys earnings and its capacity to grow (Barako & Tower, 2007: 136). It is also believed that foreign banks have superior ability to diversify risks and render services to multinational clients that domestic banks may not be able to offer, especially in developing economies. It therefore almost follows that with entrants of foreign banks or investors into an economy, there is the likelihood that domestic banks will tend to strengthen their local systems in line with what is obtainable overseas so that they can compete effectively. Based on the foregoing, the following hypothesis is set up: ROA ratio Hypothesis 2a: The higher the proportion of a firms foreign ownership, the higher the profit; based on the return of assets ratio. NPL ratio Hypothesis 2b: The higher the proportion of a firms foreign ownership, the lower the level of the non performing loans. 3.4 BOARD OWNERSHIP Board ownership, simply defined, means a scenario where owners form part of the management of the company. This scenario of owner-managers in organisations is believed to be beneficial to the organisation because of the high probability that their interest is more aligned to that of the stakeholders. However, it is important to note that board ownership varies between banks and companies due to their difference in operating models. The agency theory which states that there is positive association between managerial ownership and financial performance because of the convergence between managers and owners interest is in line with research by Jensen and Meckling (1976). It is thus possible to deduce that Board ownership has a positive relationship with firm performance (Barako & Tower, 2007: 135). Other research has also been done in different sectors which further signifies the positive relationship between board ownership and firm performance. A major example was the 43 study by Palia and Lichtenberg (1999) using a sample of 255 manufacturing firms between the period 19821993. However, the above scenario might not be applicable in the case of banks, because of the difference in the ownership structure and stakeholders involved. It is believed that with increased board ownership, there might be greater conflict of interest with the depositors and shareholders (Barako & Tower, 2007: 136). In a research in the Argentinean banking industry, it was reported that high board ownership stake led to higher loan portfolio risk. This higher loan portfolio invariably leads to a higher degree of non-performing loans in the banks portfolio. In work that was carried out by Pinteris (2002), agency conflict between bank owners and bank depositors was identified as amongst the causes of this negative relationship. To further add to the above research is the work done by Fogelberg and Griffith (2000) and Hirsschey (1999), which further correlates the results from the Argentinean banking study. In view of the above, the following hypothesis is set up: ROA ratio Hypothesis 3a: The higher the level of a firms board ownership, the lower the profit using return on assets ratio. NPL ratio Hypothesis 3b: The higher the level of a firms board ownership, the higher the level of non-performing loans. 3.5 GOVERNMENT OWNERSHIP Government ownership of banks has many perspectives from different groups of people which also affects the outcome or possible results of the banks. Two common perspectives from past research include those from the development side and the political side (Barako & Tower, 2007: 137). It is believed by past research that this kind of ownership is prevalent in countries with low levels of per capita income productivity. This is in line with research conducted by Rafael la Porta, Florencio Lopez-De-Silanes and Andrei Shleifer (2002). The development theorists are of the opinion that government ownership of banks increases the chances of allocating credit to long-term socially desirable projects that otherwise may not get private funding. This optimistic view is associated with Alexander Gerschenkron who focussed on the necessity of financial development for economic growth. 44 However, the political theorists believe that when government own banks, they are used to fund projects that are politically inclined and not that which is desired. To further explain the point of the political theorist, government ownership of banks creates an avenue for promoting and propagating political patronage that adversely affects performance of these institutions (Barako & Tower, 2007: 137). Past research has shown that government ownership of banks impacts negatively on the banks performance. Examples of research that proved this include studies done by Barth, Caprio and Levine (2002). A study conducted in Argentina banks by Allen et al. (2002) also strongly confirms that government ownership is associated with poor performance. Based on the foregoing, the following hypothesis is set up: ROA ratio Hypothesis 4a: There is negative relationship between a firms government ownership and bank profitability performance. NPL ratio Hypothesis 4b: There is positive relationship between a firms government ownership and bank performance measured as non-performing loans. 3.6 RESEARCH DESIGN AND METHODOLOGY The sample of this study was drawn from the financial institutions operating in Nigerias financial system with the licence to carry out banking activities. Nevertheless, a couple of criteria had to be used for the banks that will be included in the research report. The conditions include the following: i. Banks must have been in existence for the period under review which is 2003 2008. It is important to note that, as a result of the consolidation that took place in 2005/2006, an important criterion will be to include banks that scaled the consolidation process. Also, for the banks that came up as a result of the merger, the financial ratios of the most dominant bank in the group prior to merger before opting for the post consolidation figures will be used. ii. All relevant information on ownership and performance must be available for the period under review. The performance is in relation to banks that have consistently published their annual financial reports for each year under review; while those that have not published theirs will be excluded from the research. 45 3.7 VARIABLE MEASUREMENT In the research report, two dependent variables were looked at, namely return on assets and ratio of non-performing loans of the banks. Return on assets was selected because of its relative use in past research work in determining how profitable a bank or firm is. A good example in the case of banks is the research on bank performance and corporate governance by Barako and Tower (2007). Also, in more recent research work by Coleman (2008), where a study of corporate governance and firm performance was carried out with emphasis on African firms; return on assets was also employed to determine how profitable a firm was. To further buttress the reason for opting for the return on assets ratio, is that it is a clear indication of how well banks are able to utilise their raw materials which in this case is the cash deposits from depositors and equity from stakeholders. A major determinant of a banks profitability is its level of non-performing loans in its portfolio. Non-performing loan ratio is the total non-performing loans to total advances from the bank. It determines how stable a bank is (Barako & Tower, 2007: 137) and also the degree of impaired assets in a banks custody. This ratio goes further to indicate the strength and expertise of a banks risk management structure. It indirectly reveals a banks lending behaviour, which is connected to the banks corporate ownership and controls. It is therefore important to use the non performing loan ratio as it has a direct relationship to the banks corporate governance system and invariably its performance. 3.8 INDEPENDENT VARIABLES The independent variable used in this research report is investigation of the corporate governance mechanism which is the ownership structure. Under the ownership structure the categories of variables studied are: level of board ownership, foreign ownership, institutional ownership and government ownership. In past research done, institutional ownership was defined by scenarios where a clearly identifiable body owns a certain percentage of the shareholding of its total share value. In the study done by Barako and Tower on the banking sector, a minimum holding of 30 per cent shareholding was used as the criteria for identifying institutional shareholders. However, it is believed that there is an absence of strong institutional investors in the Nigerian banking industry (Ogbechie & Koufopoulos, 2007: 118). This is also believed to make it impossible for these people to influence the decisions of the banks. Nevertheless, for the purpose of this research, and given the peculiarity of the Nigerian banking shareholding, a system has been adopted to look for individual investors or registered 46 companies that have relatively large shareholding compared to other shareholders. This has been adopted as this group of individuals or companies do possess the ability to steer the decisions of the banks, thereby acting like institutional investors. Nevertheless, in circumstances where it is apparent that institutional investors are present, the study will opt for what was done in prior research. Under the government ownership, this will include banks where the Nigerian government has shares. The Nigerian government in this context includes the three tiers of government, namely local government, state government and federal government. To further align this research to the Nigerian context, government ownership has been extended to include apparent cases of related ownership. This is a scenario where people in government or strongly related parties, such as family members, own stakes in these banks. This has been adopted as a result of the possibility of influence of the banks decisions from such parties due to their relative high positions in the society. A careful review of this ownership brings to light the use of special purpose vehicles by government to own substantial stakes in banks. Where this is discovered, it will be assumed that the SPV ownership is taken as government ownership. Using foreign ownership variables, has been termed as Nigerian banks in which foreigners own a substantial amount of shareholdings. This group of people can either be individuals or corporations. To further extend this foreign ownership structure, multinational subsidiaries of foreign banks have been included and those owned by other foreign organisations operating within the Nigerian financial landscape. Due to the peculiarity of the banking industry and how it has evolved in the Nigerian environment, there undoubtedly exists a strong relationship between a banks performance and board ownership. Most banks in Nigeria were built around a few people that raised the initial sum to set up the banks. Also, during the economic boom in 2005 where most banks came to the market to raise capital, these investors still retained a substantial amount of their shareholding. In addition to this, most of these board members also partake in the day to day running of the companies, given their high vested interest. In this research report the board ownership variable will be taken as the proportion of board shareholding to the total value of shares of the banks. This information was extracted from the banks financial year statements, the Agusto report on banking and the Nigerian stock exchange website. 47 3.9 DEPENDENT VARIABLE In line with past research done, the performance measures used were non performing loans to total loans and return on assets. These ratios were used in the research done on corporate ownership and control in the Kenyan banking system by Barako and Tower (2007). These variables were also used in research done by Claessens (2000) and Mahajan (1996). To get a proper view on the ratio used, it is imperative that the meanings are explained which further buttress the reasons they were chosen. In the Nigerian context, non- performing loans are loans that have defaulted in one way or the other either in not paying principal or interest due within a stipulated period. However, it should be noted that this should be in line with the terms on the offer letter. Generally a loan is termed to be substandard where interest or principal is over 90 days past due, but not more than 180 days past due. In this scenario, a minimum provision of 10 per cent is required under the prudential guidelines. However, the term doubtful loans refers to scenarios where interest and/or principal is over 180 days past due but not more than 360 days past due. Given these circumstances, a minimum provision of 50 per cent is required under the prudential guidelines. Finally, when a loan is termed as a lost loan, it is when interest and/or principal is over 360 days past due. For this a 100 per cent provision is required under the prudential guidelines. This is line with the Nigerian banking industry standard and was recently published by Agusto & Co. (2008). In summary, the non performing loan ratio used in this study shows a cumulative loan loss provision as a percentage of gross loans and advances. A banks return on assets ratio is defined as the net profit before tax divided by the average total net assets of the bank. It defines how profitable a bank is as well as returns that are derived from the total assets that have been extended to its clients. It is imperative to note that a banks assets comprise not only of its fixed assets, but also the loans that have been advanced which will be referred to in this study as risk assets. However, the banks liability comprises primarily of shareholders funds and liabilities generated from customers. 3.10 RESEARCH MODEL This study has tried to determine any correlation between the banks performance and ownership structure in the Nigerian banking sector. Given the number of independent variables, a multi regression model was used to analyse the data and relationship between 48 the variables. This tests the influence of each of the independent variables on the performance ratios, which is the dependent variable. The test is based on the statistical model below and is line with what was done in the Kenyan banking system by Barako and Tower (2007). PERF it = 0 + 1 BODOWN + 2 FOROWN + 3 GOVOWN + 4 INSOWN where: PERF it = Performance of bank i at time t, which is measured as ratio of return on assets and ratio of non-performing loans BODOWN = Proportion of board ownership to total shareholding FOROWN = Ratio of foreign ownership stake to total shareholding GOVOWN = In banks were it exists, it was taken as a percentage of shareholding held by the government or a related party to the entire shareholding of the company INSOWN = This was taken as the ratio of shareholding held by institutions to the total number of shares outstanding in the bank 3.11 DATA The data used for this research primarily comprises of non-performing loan ratio to total advances and return on assets. This was collected for six years from the banks individual annual report obtained from their registrars and bank offices. A yearly bank report from Agusto & Co was also used in the compilation of the data given their track record and expertise in this field. Also, the independent variables used comprise of ownership variables of corporate governance. Under the ownership variable, the following areas were reviewed: board ownership, institutional ownership, government ownership and foreign ownership. The data used in deriving the above parameters were collected from the various companies annual reports. The shareholding figures were analysed and the data extracted. The ownership structure was calculated as a percentage of its value to the number of shares outstanding. An example is the case of United Bank of Africa for its board ownership. It was discovered that the board members total number of shareholding summed up to 1 131 627 863 units. This was then divided by the total number of shares outstanding on the stock exchange giving rise to a value of 0.0524. The total number of shares 49 outstanding for all quoted companies is available on the website of the Nigeria Stock Exchange. In analysing the data, it was discovered that government participation in banks was minimal with only three banks identified as institutions where the government had presence. The banks are Wema Bank, Skye Bank and Finbank. The means of government ownership in Finbank is direct, as the Rivers state government directly owns six per cent of the bank. However, in the case of Wema Bank and Skye Bank, government vehicles are used to own shares in these banks. While Ibile Holdings, which is an investment company belonging to the Lagos State Government, owns 12.36 per cent of Skye Bank; Odua Group, which is primarily owned by government from the Western part of Nigeria, has 9.76 per cent shareholding in Wema Bank. In a past study, it was stated that the Nigerian banking industry does not have large institutional shareholders. What this study did, was to group any institution or individual under institutional ownership if it is regarded as other significant shareholders. These institutions do have a large stake in the banks and this study reckons their activities to be likened to that of institutional investors. However, in cases where these other significant shareholders were clearly identified and it is beyond doubt that they cannot function as institutional investors, they were excluded. A good example is that of Odua Groups interest in Wema Bank, where it was addressed as other significant shareholders. Behind Odua Group is the Western government, and hence our categorisation under government ownership for this research. Another key feature that stood out in the ownership structure of Nigerians banks is that the ownership structure was skewed towards certain categories. Whilst Board ownership was highly prevalent due to the fact that most of these institutions are closely held by a few number of people, foreign ownership was practically non-existent. However, it was noticed that Standard Chartered Bank had 100 per cent foreign ownership, while Citibank had 82.63 per cent foreign ownership and Platinum Habib Bank had 15.29 per cent foreign ownership from Habib Bank Limited of Pakistan. The dependent ratios where calculated on a bank by bank basis using their annual financial reports. Return on assets (ROA) and the non performing loan (NPL) ratios were obtained for the period under study. However, in compiling the above information, only banks that were in existence for the entire study period were taken. This was done because prior to the consolidation in 2005, Nigeria had a total of 89 banks, and post 50 consolidation, it came down to 25. Further consolidation also took place which brought the total count of banks to 24. However, two banks were excluded from this research as a result of their inability to make public their annual financial reports for the period under study. After the banking consolidation the banks capital base has experienced an astronomical growth from a minimum amount of two billion naira to twenty five billion naira. The effect of this was an increase in their working capital, hence their ability to create more risk assets, which will subsequently lead to an increase in the banks performance. Given this, it is important to watch out for this in the data analysis, as the probability of a jump in the performance ratios exists from prior 2005 and post 2005.
51 CHAPTER 4 RESULTS 4.1 INTRODUCTION The data used for this research was pooled from recognised research firms and the banks annual report which was obtained from the respective registrars. After compiling this data, a descriptive analysis was carried out on the return on assets (ROA) and non performing loans (NPL) ratios. This was to ensure that the mean, median and standard deviation of this data was analysed as well as the impact of the ownership variables on the performance ratios. The trend revealed from the descriptive analysis as well as the regression model results ought to depict a general trend of the Nigerian banking industry. Finally, from the regression model, it was determined if a relationship exists between ownership and banks performance in Nigeria. 4.2 DEPENDENT VARIABLE (NON-PERFORMING LOANS AND RETURN ON ASSETS PERFORMANCE INDICATORS) These performance indicators have been chosen since they are the common tools for assessing banks performances. Additional reasons why they were chosen is because of their employment in similar past research reports. In Nigeria, non-performing loans in the books of a bank is a critical factor as revealed in the recent financial crisis. The impact of the recent global financial crisis affected 10 Nigerian banks as a result of the high degree of non-performing loans on their books; which led to them being under receivership from the Central Bank of Nigeria. As a result of the above, the Central Bank requested full provision of non-performing loans by the banks. The provision requirement ensured that the banks capital became significantly impaired and in some cases completely eroded. Without the injection of liquidity by the Nigerian Central Bank, those banks would have collapsed unveiling significant losses for investors and depositors alike. Nevertheless, the impact of this has been a freeze in credit from the banks, leading to excess liquidity and steep decline in interest rates in the inter-bank market. 4.3 DESCRIPTIVE STATISTICS Appendix 1 presents the summary of the two performance indicators, i.e. return on assets (ROA) and non performing loans (NPL) in the regression model. The data shows that for 52 the period under review, the mean of return on assets was relatively stable with a value of 4.08 and 3.69 in 2003 and 2008 respectively. However, the slight drop in the mean can be neglected and attributed to the possible increase of bad loans as a result of increased lending. Also, analysing the maximum return on assets for each year showed a gradual increase from 7.90 to 9.30 in 2003 and 2008 respectively. However, it is important to note that the ROA went as high as 12.40 in 2007. The likely effect of this is the banking consolidation of 2006. This led to an increase in the banks capital base hence increasing their risk appetite which subsequently led to increased profitability. The overall standard deviation for the return on assets gave a value of 2, that is from recording a value of 2.09 in 2003 to 1.78 in 2008. The stability of this return on assets for the period under review indicates that return on assets was relatively stable for this period. However, a slight increase in ROA was noticed for the years included in the study. The average non-performing loan ratio for the period under review was 12.05 against the industry average of 5.6 per cent in 2008. The mean of NPL nearly halved from 15.81 per cent in 2003 to 8.62 per cent in 2008. However, it is important to note that this is a huge drop from the 2004 figure of 19 per cent. Also reviewing the yearly figures for the banks in the population sample, the NPL was 23.84 per cent in 2008 from a 2003 figure of 43.70 per cent. This high distortion from industry average is as a result of the banks that were included in the research report. Also, the reduction in NPL ratio from 2003 2008 can be attributed to a couple of factors. Amongst this is the increased risk management measures embraced by the banks due to the expansion in their loan books after their 2006/2007 capitalisation. It should be noted that bank capitalisation had been significantly enhanced by 2008 following the 2007 consolidation in the industry. The standard deviation for NPL showed significant volatility within the period 20032008 with an overall figure of 10.57. The disparity in the NPL of the banks shows that an industry standard for risk assets is lacking. This means that while risk management improved and is considered adequate in some institutions, it is less so in other institutions. It also means that certain banks are more exposed to loan defaults than others. 53 4.4 DEPENDENT VARIABLE: RETURN ON ASSETS 4.4.1 Institutional ownership Institutional ownership was used to set up the null hypothesis that the banks institutional ownership is positively associated with banks return on assets (ROA). However, from the table ROA shows a weak positive association with institutional ownership with a correlation coefficient of 0.008. This is consistent with hypothesis 1a and research done in the Kenyan banking system, which posits that the presence of a banks institutional ownership is positively associated with the banks profit based on its ROA. The result above can be associated with the fact that the presence of institutional ownership is not a sole predictor of profitability, but rather the management acumen of the bank is a more accurate predictor of the return on assets. Another reason might be the past Central Bank governors stance against foreign ownership of Nigerian banks, where the foreign ownership would have given raise to higher institutional ownership and hence the capability of improving the banks performance. The hypothesis that the presence of the banks institutional ownership is positively associated with the banks profitability in the Nigerian banking sector, is accepted. 4.4.2 Foreign ownership Under this dependent variable, the hypothesis drawn states that foreign ownership is positively associated with return on assets in line with past studies. From the results, the correlation coefficient gives a value of 0.032.The correlation coefficient of 0.03 suggests a weak positive association between profitability based on return on assets and percentage of foreign ownership. This is consistent with hypothesis 2a which states that the higher the proportion of a firms foreign ownership, the higher the profit; based on the return of assets ratio. Most foreign owned banks have declared profits in the period when the locally owned counterparts were declaring losses on account of huge provisions compelled by the CBN. This might be attributed to the lending behaviour of foreign owned banks with a focus on wholesale banking and blue chip companies with low default rates. The foreign owned banks have been known to operate lean structures with few branches and have shifted their focus from retail banking, which is perceived to have a higher degree of risk, long pay back periods as well as high default rate in loan repayments. All these would have further aided foreign banks profitability in line with the set hypothesis. Hence, the hypothesis is accepted that the higher the proportion of a firms foreign ownership, the higher the 54 profitability of the banks. However, it is important to state that the weak correlation might be due to the few number of banks with foreign ownership in Nigeria. 4.4.3 Board ownership Hypothesis 3a states that the higher the level of a firms board ownership, the lower the profitability based on return on assets, that is the relationship is negatively related. The results from the data analysis show a correlation coefficient of 0.015 between the board ownership of Nigerian banks and their return on assets. The above figures depict a weak positive correlation in the Nigerian banking sector. A significant number of Nigerian banks have strong board ownership. Most local banks were either family owned or registered as limited companies before subsequently participating in public offers and hence getting listed on the Nigerian Stock Exchange. However, majority share holding is still believed to lie in the hands of few individuals, even after the public offers and listing. Also, these owners still affect how business is done in the banks, hence having a negative influence in creating of risk assets. Bad risk assets also have a negative effect on the banks profitability which is measured in this study using return on assets ratio. The weak positive correlation leads to the rejection of the null hypothesis. It is suggested that the higher the percentage of board ownership, the more profitable the bank is using the return on assets ratio. A likely explanation to this is the possible effect of the banks managers, given that they also own the bank. Hence, the likelihood of ensuring their business is profitable in all situations. 4.4.4 Government ownership Hypothesis 4a states that there is a negative relationship between a firms government ownership and a banks profitability based on return on assets. From the data, the relationship gives a correlation coefficient of 0.15 in line with the hypothesis. From the data table, it was noticed that government ownership in banks was limited to only three banks, namely Wema Bank, Finbank and Skye Bank. Further buttressing the correlation coefficient, two of these banks failed the recently conducted stress test conducted by the Central Bank of Nigeria in 2009. However, the government ownership in Skye Bank is indirect and being held by a third party (Ibile Holdings) for the government. Hypothesis 4a is not rejected despite the fact the correlation coefficient of 0.15 is weak. Other factors, such as those stated above, have aided in further confirming the 55 relationship. This relationship between government ownership and banks profitability seemed to have been noticed by the CBN, hence the new law limiting government ownership in Nigerian banks to 10 per cent stake after the consolidation. 4.5 DEPENDENT VARIABLE: NON-PERFORMING LOANS RATIO 4.5.1 Institutional ownership Hypothesis 1b states that the presence of a banks institutional ownership is negatively associated with its level of non-performing loans; that is, the higher the percentage of institutional ownership, the lower the degree of non-performing loans and vice versa. The study gives a correlation coefficient of 0.073 between the institutional ownership and non performing loans ratio in the Nigerian banking context. In line with past studies, it is expected that institutional ownership styles will enforce stricter risk management structures to ensure that risk assets created are of acceptable standards and good quality hence increasing the banks profitability. This is mainly done by reducing the amount of provisioning the bank might witness as a result of good quality assets. However, the analysis has shown a positive correlation between institutional ownership and non performing loans in banks. A likely explanation of this is that the institutional shareholders of these banks are represented by individuals not skilled in the act of banking, hence their inability to contribute positively to the quality of risk assets being created. 4.5.2 Foreign ownership Under the foreign ownership variable, Hypothesis 2b states that the higher proportion of this ownership, the lower the level of non-performing loans hence depicting a negative relationship. The correlation coefficient from the data gives a figure of 0.02 showing a weak negative correlation. This indicates that foreign ownership leads to a reduction in non-performing loans in the Nigerian banking context, hence Hypothesis 2b is not rejected. It is believed that foreign owned banks have the necessary risk management expertise to ensure that the percentage of non-performing loans is reduced as much as possible. The analysis has gone further to prove this correct, despite the fact that the correlation is weak. This weak correlation might be as a result of the few foreign banks operating in the industry and present in the data. 56 4.5.3 Board ownership Hypothesis 3b in this study theorises that the higher the level of a firms board ownership, the higher the level of non-performing loans, hence suggesting a positive relationship. In line with this, this study reveals a weak positive association with a figure of 0.089 between both variables. The correlation coefficient signifies a weak correlation which is consistent to the hypothesis being postulated hence Hypothesis 3b is not rejected. Several Nigerian banks have significant board ownership just as several of the banks have huge non-performing loans portfolios, as revealed by a recent CBN enquiry into the books of the banks. However, it is important to state that this was only recently made known to the public in 2009. Nevertheless, the data has further shown that an increase in board ownership leads to an increase in non-performing loans of the banks. In addition, factors such as risk management and poor lending practices would have accounted for the level of non-performing loans in Nigerian banks. 4.5.4 Government ownership Hypothesis 4b states that there is positive relationship between a firms government ownership and bank performance measured as non-performing loans. Data from this study revealed a correlation coefficient of 1.53 signifying a positive relationship between a bank with government ownership and the level of its non-performing loans. Hence, Hypothesis 4b is not rejected. The above relationship shows that as government ownership in a bank increases, so also its level of non-performing loans which negatively affects its profitability. This hypothesis is in line with what was done in past research and also applies to the Nigerian banking environment. To further buttress this point, the recent bank crisis in Nigeria showed that banks with government ownership, such as Finbank and Wema Bank, were faulted for a high level of non-performing loans after the CBN carried out its audit test. This shows that this hypothesis also applies in the Nigerian banking sector as it does in other countries.
57 CHAPTER 5 SUMMARY, CONCLUSION AND RECOMMENDATIONS 5.1 INTRODUCTION Corporate governance will continue to have relevance to firms, as it constitutes the balance of power with which the organisation is directed (Yakasai, 2001: 249). Corporate governance not only places the organisation in an acceptable light with the public, but also affects other core areas of business such as profitability. Whilst company profitability is key, also important is how a company is viewed by the public, which ultimately affects the patronage it attracts from the public - its bottom line. This chapter reviews the results of the previous chapter and suggest areas of further research in this field and the likely positive effects on the performance of the firm. 5.2 CONCLUSION The essence of this study is to determine the effect of corporate governance using ownership structure on a banks profitability. Four ownership styles were used, namely institutional ownership, foreign ownership, board ownership and government ownership. Under each ownership, two hypotheses were set up against return on assets and non performing loans. This gives rise to a total number of eight hypotheses that were set up. From these eight hypotheses, two were rejected in line with past research, while the other six were not rejected. However, it is important to state that the correlations were weak as a result of limitations in the amount of data available. The institutional ownership showed a weak positive correlation with return on assets in line with previous studies. This is likely as a result of the fact that most shareholders with huge numbers of units take interest in the profitability of the banks. However, the data was conflicting as it also showed that institutional shareholders also lead to an increase in the banks non-performing loans. On foreign ownership, the hypothesis against return on assets and non performing loans was not rejected. While this research will agree with the results from the hypothesis that foreign ownership does impact a banks profitability positively, the Nigeria banking system is also in line with other research where foreign ownership reduces the percentage of non- 58 performing loans. This might not be unconnected to the fact that foreign owned banks have more robust risk management units. Board ownerships are the most prevalent in the Nigerian banking system. Data results showed a weak positive correlation with return on assets. Hence, it was rejected while the hypothesis on non-performing loans was not rejected. A possible explanation of this is that since majority shares are owned by single entities or individuals; their risk asset creation decisions are normally influenced by this group to suit their needs, hence the negative impact on banks risk assets. The negative impact of board ownership on non-performing loans proved to be true as a result of findings from the recent bank crisis. The recent stress test conducted by the Central Bank of Nigeria (2009) revealed that most banks with a high percentage of board ownership also had high levels of non-performing loans. However, the annual financial statement has been altered, showing lesser values of non-performing loans against what is truly obtained. Government ownership was found to be negatively associated with returns on assets and positively associated with non performing loans, hence not rejecting Hypothesis 4a and 4b. This was found to be in line with past studies done. However, the impact of government ownership on banks seemed to have been already discovered in the Nigerian banking system, as the CBN recently made public that government stakes in any Nigerian bank should be limited to a 10 per cent holding. An additional reason for this is to reduce mismanagement of banks by government officials. In conclusion, the study has been able to show that the Nigerian banking sector is affected by the level of corporate governance culture being embraced. The corporate governance variable was ownership styles and proved to have an impact on a banks profitability. It has also been proved in the Nigerian context that the ownership style of the banks is bound to have an effect on the banks profitability. Also, a fall out of this research is that it further re- emphasises that the past bank crisis in Nigeria must have been fuelled by ignoring corporate governance measures in the day to day running of the banks. 5.3 RECCOMENDATIONS The Nigerian banking industry has been characterised by the bank crisis, as stated earlier in this study. In 2008, while the global economy was in recession, the then governor of CBN stated that the Nigerian economy was insulated from this recession as a result of non 59 exposure or ties to the global economy. However, this statement proved to be wrong, as the year 2009 brought the realities of how connected the Nigerian economy was with the global economy. This effect became apparent on assumption of the new CBN governor, Sanusi Lamido Sanusi, in 2009. On assumption of office, he pledged that he will ensure banks fully disclosed the contents of their loan books. To ensure this was done, he embarked on a stress test which saw 10 banks affected. Amongst the banks affected were Intercontinental Bank and Oceanic Bank, which were amongst the big four banks. It is important to note that these banks had a higher percentage of board ownership due to the original ownership during incorporation. These banks had high levels of non-performing loans and in some instances had their entire capital wiped out by unhealthy lending practices. This further reinforces the results on the effect of board ownership on a banks profitability. However, the new CBN governor discovered that these banks had poor corporate governance measures, which were further buttressed by the falsification of their past financial statements. The above led the CBN reforms on the banking industry. Amongst these reforms was the reduction of the banks CEOs tenure to a period of 10 years. This is to ensure that CEOs do not become too strong and adversely affect the decision making process of the banks lending practises. Hence, board ownership seems to be amongst the top corporate governance factors affecting Nigerian banks. 5.4 FOR FUTURE RESEARCH Corporate governance culture has been neglected for a long time in the Nigerian corporate environment. However, a recent trend has revealed that for corporate success and economic growth it can no longer be neglected. To further explore the relationship between corporate governance and a banks profitability, CEO tenure can also be tried. Analysing the impact of a CEOs tenure on the banks profitability will help to determine if the CBNs recent stance on the banks chief executive was necessary and if it will have a positive effect on return on assets. Also, since the most prevalent form of ownership is board ownership, it will be important to confirm if board size has any correlation on profitability of banks in Nigeria. Finally, anaylsing the impact of board activity, intensity on the banks profitability will also be helpful in the Nigerian banking sector. 60 The banking sector is of great importance to every economy due to its function of intermediation. However, other sectors of the economy are equally important, as they also contribute to the countrys economic growth. Hence, it is also suggested that the variables used in this research, as well as those suggested, can also be tried on other sectors to evaluate their impact on the firms profitability in the Nigerian context. This will further throw more light on corporate governance culture in the Nigerian corporate world.
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64 APPENDIX 1: PERFORMANCE DESCRIPTIVE STATISTICS: RETURN ON ASSETS AND NON-PERFORMING LOAN RATIO
Maximum Minimum Mean Std. Dev. Panel A Overall RoA 12.40 0.30 3.70 2.00 By Year 2003 7.90 0.40 4.08 2.09 2004 6.90 0.80 3.53 1.80 2005 9.80 1.10 3.53 2.00 2006 2007 12.40 1.50 3.70 2.41 2008 9.30 0.30 3.69 1.78 By ownership Board 7.90 0.30 3.41 1.55 Foreign 12.40 1.40 4.95 2.70 Institutional 7.90 0.30 3.22 1.54 Government 6.20 1.20 3.16 1.48 Panel B Overall NPL ratio 46.60 0.30 12.05 10.57 By Year 2003 43.70 - 15.81 11.77 2004 31.00 - 11.58 9.65 2005 43.70 0.30 13.67 12.18 2006 2007 46.60 1.20 10.14 10.64 2008 23.84 1.01 8.62 8.03 By ownership Board 46.60 1.00 12.55 10.88 Foreign 24.10 0.30 9.66 7.59 Institutional 46.60 1.00 13.32 11.72 Government 46.60 3.20 14.70 12.38 Performance descriptive statistics: Return on Assets and Non-Performing Loan Ratio