Corporate Governance is about how organisations are managed and it encompasses a range of aspects with various roles for various participants or stakeholders in the organisational system of a company. A critical participant in this system is the Board of Directors. Universally, it is accepted that the Board is responsible for the performance of the company as it the responsibility of the Board to steer the company in the right direction towards maximization of shareholder value and also for the benefit of all other stakeholders. Thus the structure and composition of the Board of Directors is a subject of critical importance as the company’s ‘power-house’ because the quality of the board can neither be separated from the people who make up the board nor its structure. A recent research was conducted on the 30 most capitalised companies listed on the Nigerian Stock Exchange. The outcome of the research is captured in the table below.
From the research outcome, only two companies out of the thirty have alternate directors: Seven-Up Bottling Plc and International Breweries Plc. Again, only two companies: Access Bank Plc and Guaranty Trust Bank Plc have Females as Board Chair. Indeed, this is a good development as organic inclusion of women on Boards of companies increases. Stanbic-IBTC Bank Plc is the Bank with the highest percentage of women on the Board at 42.85%. Out of 7 Board members, 3 are women. All 30 companies except Mobil have separated the roles of Chairman and CEO of the Companies.4 companies: Dangote Cement, Flour Mills, Julius Berger and Transcorp have no woman on their Boards. 14 Companies out of 30 have the roles of Independent Director clearly spelt out with Seplat having the highest number of Independent Directors. 25 out of 30 of the companies captured have clearly spelt out the role of Non-executive Directors (NEDs) with Union Bank having the highest number of NEDs at 10 out of 17 Directors. Access BAnk Plc and Nigerian Breweries have the highest number of Executive Directors at 7. Finally, Nigerian Breweries Plc, Union Bank Plc and WAPCO have the highest number of Directors – 17.
*Source of information is companies most recent Annual Reports and websites.
*N/A = Not Available