An Analysis of the Structural Failings of Corporate Governance in Nigeria: the UK Companies Act and US Sarbanes Oxley Act as Models for Reform of the Regulatory Framework of Corporate Governance under the Nigerian Companies Act and Governance Code

The recent corporate scandals at Cadbury Nigeria Plc and Oceanic Bank Plc in Nigeria not only uncovered devastating incidents of corporate malpractices within Nigerian firms but they also appear to highlight the ineffectiveness of the existing regulatory structure of companies in the country. This study offers a theoretical analysis to corporate governance practices and regulation of public companies in Nigeria from a legal and regulatory standpoint. It analyses the effectiveness of the regulatory framework of corporate governance under the Nigerian Companies and Allied Matters Act 1990 ("CAMA 1990") and the Code of Corporate Governance 2011("2011 SEC Code") in terms of ensuring good governance and promoting ethical practices amongst corporate actors such as directors, auditors, shareholders and stakeholders. This thesis argues that the CAMA 1990 and the 2011 SEC Code have naturally been rendered inadequate in curtailing corporate malpractices and ensuring good governance in Nigeria because important mechanisms pertaining to directors’ accountability, auditing, shareholders’ protection, compliance and enforcement are weak and defective. By using the UK’s Companies Act 2006 ("CA 2006") and US’ Sarbanes-Oxley Act 2002("SOX") as models for reform, the author explores ways to enhance these mechanisms and how to further strengthen the current regulatory framework in Nigeria. The author recognises that the UK and the US, having experienced their own fair share of corporate collapses are by no means perfect, but they are widely known to have robust and well-developed regulatory frameworks, which could provide instructive lessons on practical solutions to existing regulatory lapses in Nigeria. This thesis tackles fundamental questions, which previous studies have ignored, e.g. how effective is the current regulatory framework under the CAMA 1990 and 2011 SEC Code, and to what extent does it facilitate good corporate governance practices in Nigerian public firms?