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Financial Reporting and Ethics - The Institute of Chartered ...

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FINANCIAL REPORTING AND ETHICSIn more politically <strong>and</strong> economically informed countries or societies, it hasbeen mooted that a way <strong>of</strong> strengthening corporate governance is the operation<strong>of</strong> a structure <strong>of</strong> two-tier board. Thus, there would be an executive board, <strong>and</strong>a supervisory board, for necessary checks <strong>and</strong> balances.11.9 CORPORATE TE GOVERNANCE IN NIGERIA: : THEORETICAL FRAMEWORK<strong>The</strong>re is no gainsaying the fact that effective corporate governance is anenduring factor which enables an establishment to evolve business excellence.It is capable <strong>of</strong> enhancing board competence <strong>and</strong> teamwork which will resultin much improved benefits to the shareholders.As a means <strong>of</strong> obtaining good governance in Nigeria so as to move with time,the Securities <strong>and</strong> Exchange Commission <strong>and</strong> the Corporate Affairs Commissioninstituted a seventeen member committee headed by Atedo Peterside N. A.,the Managing Director <strong>and</strong> Chief Executive <strong>of</strong> IBTC <strong>Chartered</strong> Bank Plc, in June2000. Membership <strong>of</strong> the committee cut across regulatory bodies, personalities<strong>and</strong> disciplines. <strong>The</strong> terms <strong>of</strong> reference <strong>of</strong> the committee were:(a)(b)(c)(d)Identifying lapses in the current corporate governance practices inNigeria, with respect to public companies;Examining practices in other jurisdictions with a view to adoptinginternational best practices in corporate governance in Nigeria;Making recommendations on appropriate changes to be effected in thecurrent governance practices; <strong>and</strong>Examining other issues which relate to governance in Nigeria.<strong>The</strong> committee came up with a draft code <strong>of</strong> corporate governance on 12 July,2001. It was highly publicized <strong>and</strong> appraised by the various stakeholders. <strong>The</strong>final report centred on Code <strong>of</strong> Best Practices on Corporate Governance in Nigeria<strong>and</strong> was approved by the Boards <strong>of</strong> the Securities <strong>and</strong> Exchange Commission,being the regulatory authority <strong>of</strong> the capital market, <strong>and</strong> the Corporate AffairsCommission as the regulatory authority <strong>of</strong> companies in Nigeria. <strong>The</strong> mainthrusts <strong>of</strong> the code are the directors <strong>of</strong> the boards who row the boards <strong>of</strong> corporateorganisations, <strong>and</strong> the responsibilities <strong>of</strong> other stakeholders, shareholders <strong>and</strong>pr<strong>of</strong>essional bodies.11.9.1 REGULATORY FRAMEWORK FOR CORPORATE AND ENTERPRISEGOVERNANCE<strong>The</strong> Code <strong>of</strong> Best Practices (2003) identified three ‘key players’ in theimplementation process <strong>and</strong> prescribed the functions <strong>and</strong>responsibilities for each <strong>of</strong> them. <strong>The</strong> principal actors are the boards <strong>of</strong>directors, shareholders <strong>and</strong> audit committees. <strong>The</strong>y are briefly discussed,as follows:226

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