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This paper (which is Part 1 of 2) seeks to explore the development and implementation of good corporate governance in the financial services industry in Nigeria.

The paper reflects upon the identification of current problems and official legislative responses in Nigeria and tests the policy and theory against actual responses and practices.

With the collapse of such mega companies as Enron in the USA and the near‐collapse symptoms observed in such a relatively big company as Cadbury Nigeria, such research as this, on the issue of compliance or otherwise with corporate governance practices by organizations, could not have been undertaken at a more appropriate time than now. Considering the ever‐increasing scope and complexity of the subject, which cannot be covered by a single project, the particular focus here is on the impact of the Companies and Allied Matters Act (1990) and the Insurance Act (2003) on the Boards of insurance companies in Nigeria. In other words, do the said statutes contain sufficient provisions and sanctions to ensure effective performance by Boards of insurance companies in Nigeria?

While this research paper may not claim to fill this gap completely, it is hoped that it will create sufficient awareness to serve as a springboard for effective entrenchment and enforcement of corporate governance practices in the Nigerian financial services industry (including insurance) in particular and the economy in general.

The purpose of this paper is to investigate the impact corporate governance, measured by a governance index, on the performance of listed firms in a developing economy, Ghana. It also evaluates the effect of the introduction of a code of corporate governance on compliance rates across Ghanaian firms as well as assessing the impact of the code’s introduction on firm performance for the study period 2000-2009.

The paper develops a Ghanaian corporate governance index (GCGI) containing 33 provisions to measure corporate governance quality during the pre-code and the post-code sub-periods. The authors use a panel data analytical framework and fixed effects regressions to analyse the governance-performance relationships.

After controlling for endogeneity, the authors find a statistically significant and positive relationship between the GCGI and firm performance. The analysis shows evidence of a statistically significant increase in the degree of compliance with the Ghanaian Code from the pre-2003 sub-period to the post-2003 sub-period. The authors also find that the introduction of the code has led to improved firm performance. However, not all elements of corporate governance appear to have a significant effect on firm performance.

One limitation of this study is the development of a corporate governance index. The binary coding used to construct the GCGI may not reflect the relative importance of the different corporate governance provisions. This means that all elements included in the index are given equal weighting. Future research may assign weights to each of the corporate governance provisions but this may have the disadvantage of making subjective judgements relative to the importance of each corporate governance provision recommended by the Ghanaian Code.

These results have important implications for both policy makers and companies. For policy makers, it is encouraging for the development of a code of corporate governance to regulate firms rather than enforcing rigid laws that may not be value relevant. For companies, the improvement in compliance with a code of corporate governance can provide a means of achieving improved performance.

This paper adds to the limited evidence on the governance-performance relationship in developing economies and in particular it analyses the role of a governance index. It is also the first paper to compare the pre- and the post-code governance index-performance relationship in an African or developing country.

The aim of this study is to apply the concept of social norm dynamics to explain how corporate governance soft law is enforced.

Using data of German listed stock companies and of economic media coverage between 2001 and 2010, the authors observe the complex relationship between sanctions and behavior in the social context of corporate governance soft law.

The authors find the public discussion of normative demands related to corporate governance issues increases if firms do not comply with the German Corporate Governance Code. The authors show that groups of actors, such as DAX companies, represent the addressees of normative demands, i.e. targets of expectations about what is appropriate and what is not. The authors also find that normative demands tend to be personalized, as public discussion is greater when initiated by a specific individual or firm. Finally, the authors demonstrate that social control in terms of public sanctioning positively influences a firm’s compliance with the soft law whereby negative statements (disapproval) outweigh the effects of positive statements (approval).

We corroborate the social character of normative demands in the context of corporate governance soft law, and contribute to a better understanding of why soft law can work, despite it having no legally binding force. The results of our study suggest that sanction mechanisms in the context of social norms underpin the strength of soft law as an alternative to, or extension of, hard law.

The purpose of this article is to explain under what circumstances firm-level adoption of codes of good corporate governance will more likely be superficial rather than substantive in nature. The article contains lessons for any agency or country that attempts to implement deep and lasting changes in corporate governance via codes of good corporate governance.

The article reviews the literature on compliance with codes of good corporate governance and develops a conceptual model to explain why some firms that have formally adopted a code of good governance decouple this policy from its actual use.

Decoupling in response to the issuance of codes of good corporate governance will be more attractive to firms and also more sustainable under the following conditions: firms’ compliance costs are relatively high firms’ costs of outright and visible non-compliance are relatively high and outsiders’ compliance monitoring costs are relatively high.

The article contributes to the debate on compliance and convergence and provides policymakers with a conceptual framework for assessing the likelihood of successful regulatory change in corporate governance.

A recent contribution entitled Global Responsibility and the King Reports was made to the literature that represents a significant advancement in the understanding of how standards of good governance are practised. The corpus revealed key insights about macro-institutional governance regimes, yet, extraordinarily little about meso-organisational and even less so, micro-individual corporate governance practice. This study aims to shed light on the micro-individual level of corporate governance practice which has remained obscured by drawing pragmatic insights from the landmark South African King Code experience that may be applied to other governance jurisdictions for global organisational responsibility.

To unearth micro-individual corporate governance code practices, a phenomenological exploration of corporate governance practitioners’ (CGPs) perceptions was conducted. Qualitative semi-structured interviews with senior board members of securities-exchange listed companies were conducted with 10 directors of leading multinational South African corporations listed on Africa’s largest formal financial market; the Johannesburg Stock Exchange. Recursive analysis of the qualitative data revealed key attributes that render a corporate governance code “fulfilling” as a consequence of being perceived as subjectively valuable by practitioners who are the ultimate end-users of the King Codes for advancing good corporate governance practice in each of their respective companies.

Two categories of fulfilling micro-perceived value attributes (MPVAs) of corporate governance codes emerged, namely, internal and external MPVAs. The three internal MPVAs are, namely, (I1) Meaningful innovation, (I2) Ethical pragmatism and (I3) Cultural transformation. The three external MPVAs are, namely, (E1) Governance legitimacy, (E2) Societal licencing and (E3) Risk mitigation. From these six attributes, two testable corporate governance code development propositions are advanced, namely, (P1) a corporate governance code with a higher constitution of MPVAs will fulfil CGPs more than one with less. (P2) A more fulfilling corporate governance code will enjoy higher adoption, application and/or compliance rates.

Illumining the subjective experiential perceptions that constitute the fulfilment of a corporate governance code deepens the pragmatic understanding of the “demand-side” or consumption of such codes in practice. Knowing these fulfilling MPVAs may also result in the development of codes that enjoy wider adoption and compliance rates thereby enhancing global corporate responsibility pragmatism through enhanced good governance. This study sheds light on the nexus where normative corporate governance principles and the enactment thereof meet at the coalface of organisational activity with an emphasis on those attributes that render them valuable to practitioners.

The paper seeks to analyze to what extent the contents of corporate governance codes of countries in the European Union are driven by external (internationally accepted corporate governance best practices) or domestic (institutions, culture, etc.) forces.

The paper compares the contents of codes with the priorities set by the European Commission with respect to modernising company law and enhancing corporate governance in the European Union.

The analysis shows that the majority of the codes of the European Union countries are not in full accordance with the priorities of the European Commission. This may reflect that codes are driven by both external and domestic forces. Whether there is a difference between Western European and Central and Eastern European countries in this respect is also investigated, but no difference, at least at the aggregate level of the codes of both groups of countries has been found.

The analysis excludes five (prospective) European Union members. The analysis does not provide a comprehensive overview of domestic determinants of why codes of individual countries diverge from the European Union communication. Future research should systematically explore whether and to what extent domestic forces are indeed determining the contents of codes and, if so, which country‐specific forces have an impact on establishing code contents.

This paper is the first comprehensive attempt to analyse the contents of corporate governance codes. Such an analysis is important to understand the underlying forces that shape the diffusion of codes and their contents.

The purpose of this paper is to examine the impact of corporate governance and ownership structure attributes on firm performance following the revised code on corporate governance in Malaysia. The study presents a longitudinal assessment of the compliance and implications of the revised code on firm performance.

Two data sets consisting of before (2006) and after (2008-2010) the revised code are examined. Drawing from the largest companies listed on Bursa Malaysia (BM), the first data set contains 92 observations in the year 2006 while the second data set comprises of 282 observations drawn from the largest companies listed on BM over a three-year period, from 2008-2010. Both accounting (return on assets and return on equity) and market performance (Tobin’s Q) measures were used to measure firm performance. Multiple and panel data regression analyses were adopted to analyze the data.

The study shows that there were still cases of non-compliance to the basic requirements of the code such as the one-third independent non-executive director (INDs) requirement even after the revised code. While the regression models indicate marginal significance of board size and independent directors before the revised code, the results indicate all corporate governance variables have a significant negative relationship with at least one of the measures of corporate performance. Independent chairperson, however, showed a consistent positive impact on firm performance both before and after the revised code. In addition, ownership structure elements were found to have a negative relationship with either accounting or market performance measures, with institutional ownership showing a consistent negative impact on firm performance. Firm size and leverage, as control variables, were significant in determining corporate performance.

One limitation is the use of separate measures of corporate governance attributes, as opposed to a corporate governance index (CGI). As a result, the study constructs a CGI based on the recommendations of the revised code and proposes for future research use.

Some of the largest companies did not even comply with basic requirements such as the “one-third INDs” mandatory requirement. Hence, the regulators may want to reinforce the requirements of the code and also detail examples of good governance practices. The results, which show a consistent positive relationship between the presence of an independent chairperson and firm performance in both data sets, suggest listed companies to consider appointing an independent chairperson in the corporate leadership. The regulatory authorities may also wish to note this phenomenon when drafting any future corporate governance codes.

This study offers new insights of the implications of regulatory changes on the relationship between corporate governance attributes and firm performance from the perspective of a developing country. The development of a CGI for future research is a novel approach of this study.

The purpose of this paper is to analyse the reasons for non‐compliance by Polish listed companies with elements of the Polish code of corporate governance Best Practices in Public Companies 2005.

Based on 250 publicly available compliance statements filed in 2005 by companies listed on the Warsaw Stock Exchange (WSE) content analysis is used to classify the explanations provided for non‐compliance with those corporate governance principles that attract high levels of non‐compliance.

The data analysis reveals that, despite a high level of overall compliance, three out of 50 code principles attract high levels of non‐compliance. These principles concern the independence of supervisory board members, the composition of supervisory board committees and the appointment of auditors. The most contentious principle concerns the independence of supervisory board members, due to the presence of many majority‐owned companies on the Warsaw Stock Exchange.

The paper sheds light on the operation of the “comply or explain” approach to corporate governance in Poland and provides suggestions for improving the level and quality of compliance with the revised corporate governance code Best Practices for WSE Listed Companies, applicable from 2008 onwards.

The paper provides an empirical investigation of the reasons given by Polish companies for non‐compliance with the most controversial corporate governance principles. It highlights a tendency for some companies to report compliance that is conditional, suggesting that reported compliance under‐represents the true level of compliance. We suggest that establishing a monitoring committee tasked with evaluating the quality of explanations for non‐compliance and reducing ambiguities in the wording of code principles will improve the quality of Polish corporate governance in the long term.

The purpose of this paper is to present the best practice initiative in Poland, presenting codes formulated in 2002 and 2005 and focusing on the recent document known asBest Practice of WSE Listed Companies. Moreover, the paper aims to present practical aspects of implementation of new code between January and April 2008.

The paper identifies the guidelines recommended in three versions of the Warsaw Stock Exchange code of best practice. Additionally it discusses companies' doubts and questions addressed to the Warsaw Stock Exchange, analyzes technical challenges referring to new system of reporting on companies compliance as well as raises some concerns regarding the content of the new code.

The paper shows that the codes of best practice attempted to address the most problematic issues of transitional Polish corporate governance. The recommendations content was adopted during the last eight years as the response to the changes in market environment and governance challenges. However, the new code addresses mostly the strategic plans of the Warsaw Stock Exchange rather than the corporate needs and its implementation and communication with listed companies leaves a lot of room for improvement.

The analysis addresses the needs for coherence between the crucial moments of development of corporate governance and the code of best practice. Moreover, it points out potential shortcomings in the process of the code implementation.

The paper is based on the documents prepared by the Warsaw Stock Exchange, companies remarks as well as author's experience of working at the Stock Exchange during the first three months of 2008 code implementation.

This paper aims to examine the evolution of corporate governance in Nigeria and how the duplication of code of corporate best practices is impacting compliance with the key recommendations of these guidelines. The issues of corporate governance and reforms especially those related to the development and implementation of code of corporate best practices have been a subject of academic discuss over the years with more research emphasis placed on developed economies. This paper intends to add the sub-Sahara Africa and the emerging economic perspective to this vibrant stream of research.

This paper adopts an explanatory approach in the review of the four different codes of corporate governance that were issued in Nigeria in the past ten years.

The paper demonstrated that corporate governance has been a fundamental issue of concern in Nigerian public enterprises since the country gained independence in 1960. The paper equally established that the application of recent corporate governance reforms has been challenged, not on competency grounds but rather by the proliferation of codes which have created implementation and monitoring difficulties for both the affected firms and the regulatory agencies.

Unlike other previous studies, this paper offers comprehensive analysis of corporate governance evolution in Nigeria and found through documented literatures that shortage of experienced local personnel and the absence of effective external control mechanisms have been the bane against the development of corporate governance in Nigeria. The originality of this paper also lies in being the first paper to have linked developments in the public enterprises to the renewed focus on corporate governance. This is the most inclusive paper to have identified key implications of multiplicity of corporate governance codes and the direct application of governance system within the context of the country’s socio-cultural distinctiveness.