ABSTRACT

This research work is on corporate governance mechanism: a panacea for effective and efficient management of corporations in Nigeria using Guinness Nig. Plc, Benin City as a case study. The research was carried out through the use of primary methods which are questionnaire, personal interview and observation. In the use of the questionnaire for the collection of data, 120 questionnaires were administered but only 100 representing 100% were retrieved from the respondents. Three hypotheses were formulated and testing using chi-square and coefficient contingency methods. Besides, the study deals with the interpretation and analysis of data. It was found that the study reveals corporate governance as the way and means of preventing malpractices that can occur through the mechanism designed by either the board of management. It was concluded that the research was to examine corporate governance as a tool used in directing and managing business efficiency, the research therefore amongst other recommend  that a high degree of mutual trust, respect and understanding should exist among the shareholders, board of directors and management, in order to avoid the incidence of conflicting goals and objectives.  

TABLE OF CONTENTS

Title Page                                                                         i

Certification                                                             ii

Dedication                                                               iii

Acknowledgements                                                  iv

Abstract                                                                   vi

Table of Contents                                                     vii

Chapter One: Introduction

1. Background to the Study                                                 1
2. Statement of Problems                                             3
3. Research Questions                                                         4
4. Objectives of the Study                                            4
5. Statement of Hypothesis                                         5
6. Significance of the Study                                         6
7. Scope of the Study                                                   7
8. Limitations of the Study                                          8
9. Definition of Terms                                                  8

Chapter Two: Literature Review 

1. Introduction                                                             10
2. Parties to Corporate Governance                              11
3. Principles of Corporate Governance                                 12
4. Mechanisms and Controls of Corporate Governance 15
5. The Rationale of Corporate Governance                   17
6. Review of Development of good Corporate

Governance Practices in Nigeria                               18

1. Overview of Corporate Governance Particle              20
   1. The Role of the Boards of Directors                          20
   2. The Role of Chief Executive Officer and

          Management                                                          21

1. Transparent Financial Reporting and Internal

          Control by Board and Management                               23

2.7.4 Shareholders Right and Privileges                          24

2.7.5 Role of Institutional Investors                                         25

2.7.6 Objectives, Roles and Composition of Adult

Committee                                                               26

1. Corporate Governance and Public Sector in Nigeria         28
2. Good Governance Standard for Public Sector         30
3. Symptoms of Bad Corporate Governance                         31
4. The Effectiveness of Corporate Governance             34

Chapter Three: Research Method and Design

1. Introduction                                                             38
2. Research Design                                                      38
3. Description of Population of the Study                    39
4. Sample Size                                                             39
5. Sampling Techniques                                              39
6. Method of Data Collection                                               40
7. Method of Data Presentation                                   41
8. Method of Data Analysis                                         41

Chapter Four: Data Presentation, Analysis and Interpretation 

1. Introduction                                                             43
2. Presentation of Data                                                        43
3. Data Analysis                                                           44
4. Hypothesis Testing                                                  49

Chapter Five: Summary of Findings, Conclusion and Recommendations 

1. Introduction                                                             57
2. Summary of Findings                                              57
3. Conclusion                                                              59
4. Recommendations                                                   60

References                                                               62

Appendix                                                                 64

Questionnaire                                                          65                   

CHAPTER ONE

INTRODUCTION

Background to the Study

A company may have a legal personality but it is not a human being that is capable of making decisions and plans about the business and exercising control over it to achieve its set objectives. People must undertake this management task. The most senior level of management of the company is the board of directors responsible for the management of the company.

In recent years, the issue of corporate governance has generated much debate. Management is concerned with running of business where the term corporate governance is used to describe the ways in companies are directed and controlled.

According to Asein (2001), corporate governance is not about day-to-day management of the enterprise, it involves the direction and control of those who have responsibility for the day-to-day running of the organization.

Corporate Governance is a system and structure, used in directing and managing business efficiency and affairs of corporations with the objectives of enhancing shareholders value which includes ensuring the financial viability of business.

The process and structure defines the division of power and established mechanism for achieving accountability, transparency and fairness among shareholders, board of directors and management.

The key element of good corporate governance principle includes, trust and integrity, openness (demands for information), performance orientation, responsibility and accountability, moral respect and commitment to the organization of importance is how director and management develop a model up governance that align the value of it corporate participants and then evaluate his model periodically for its effectiveness (corporate governance, Wikipedia, the free encyclopedia).

Corporate governance also involves a system of structuring, operating and control a company with a view to achieve long term strategic goals to satisfy shareholders, creditors, employees, customers and supplies and comply with legal regulatory requirement apart form meeting environmental and legal community needs.

Statement of Problems

In the study the following research questions are asked in order to achieved the objectives of the studies.

1. There are failures of companies as a result of poor existence of corporate governance.
2. Stakeholders in public limited liability company poorly remunerated as a result of nor existence of best practices.
3. Corporate governance can be used in directing and managing business efficiency.

Research Questions

1. What are the structure of corporate governance as regards for effective and efficiency management of corporation in Nigeria?

1. What brought about corporate governance, its principles and impact in corporate entities?
2. How does the process, customs, policies, laws and institution affect the way a corporation is directed, administered and controlled?
3. How can corporate scans and scandals (bankruptcies, fraud and mismanagement) be avoided in an organization?

Objectives of the Study

The objectives of the study are to examine the following:

1. To find out the structure of corporate governance as regards for effective and efficiency management of corporation in Nigeria.
2. To find out what brought about corporate governance, its principles and impact in corporate entities.
3. To find out how set process, customs, policies, laws and institution affect the way a corporation is directed, administered and controlled.
4. To find out how to avoid corporate scans and scandals (bankruptcies, fraud and mismanagement) in an organization.

Statement of Hypothesis

Ho:  Corporate governance does not affect vital issues of business efficiency.

Hi:   Corporate governance affects vital issues of business efficiency.

Ho:  There is no relationship between strategic planning and corporate governance.

Hi:   There is relationship between strategic planning and corporate governance.

Ho:  The component of corporate governance is not essential in achieving public confidence in corporate entities.

Hi:   The component of corporate governance is essential in achieving public confidence in corporate entities.

Significance of the Study

In regards to the relevance of the study, it covers areas which are useful to the board of directors as regards to their mission, vision, objectives and strategy of a company. It is relevance to shareholders by boosting their confidence to invest in a particular business which involves protecting their rights.

Companies will benefit as it ensures the financial viability of business. It also indicates the way in which companies are directed and controlled through basic governance principles of disclosure and accountability of a company. It is also relevant to the public sector. Public sector will benefit as it will ultimately improve economic growth and functional position of the country on a global level. It is also used as a determinant in developing policy, social economic analysis and poverty resolute issue.

Scope of the Study

This research, essentially focus on the corporate governance mechanism: a panacea for effective and efficient managing of corporations in Nigeria. The process and structure in which business efficiency and affairs of corporate are directed, manage and controlled. It also focus on the dilemma that result from the separation of ownership and control.

Limitations of the Study

The factors that militate against the researcher’s ability to come out with concrete findings during the course of researching includes:

1. Lack of necessary materials: The materials sought were not sufficient for the research as for text works and business journal needed were not gotten at the right time.
2. The problem of retrieving the questionnaire: Some questionnaires issued to respondents were lost during the attitudes of the respondents to disclose their personal information.
   1. Definition of Terms

Management

Management is a distinct process consisting of planning, organization, starring, directing, coordinating, reporting and budgeting, performed to determine and accomplished stated objectives with the effective use or human being and other resources.

        Corporation

Corporation is a big company or group of companies acting together as a single organization for a particular purpose with a legal entity distinct from its owners.

        Strategic Planning

Strategic planning is the process of determining the major objectives of an organization and the policies and strategies that will govern the acquisition, use and deposition of reassures to achieve set objectives.

        Planning

Planning is the establishment of objective and the formulation, evaluation and selection of policies strategies, factors and actions required to achieve set objectives.