Do Corporate Governance Rules Improve A Companys Ethics Accounting Essay


This dissertation intends to assess the two differing systems of corporate governance regulation adopted in the UK and in Nigeria; suggesting that neither of them improve company ethics in reality. It will assess its effectiveness and weaknesses; using the self regulatory approach adopted in the UK and the statutory part regulated approach in Nigeria as a main focus, while other jurisdictions will be referred to for comparative purposes. It is the intention of this paper to demonstrate that it is not the actual approach taken which necessarily improves ethical conducts within an organization but what each individual firm imbibes in their structures and processes as ethics which serves as regulation towards business success. This analysis will be assessed by information sourced from a variety of techniques including data collation and comparison of operational governing rules of the two states vis-à-vis academic literature. Other sources of information will be through interviews with legal advisers in this field as well as evaluation of the code of practices adopted in a number of companies which will be used as case study.


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There has been more awareness than ever before on the increasing need for corporate governance within organizations. As a matter of fact it has become a top priority legislative issue for most governments around the world as well as top managerial concern for effective corporate administration. This is because infamous company frauds are linked with bad governance and consequentially economic crisis. Incidentally corporate governance which began around the late 90's has experienced constant reviews since then on and may have now reached its peak where anymore face-lifts will burst the bubble and end up in ruinous consequences. [1] In response to this, is an assessment of the two differing approaches adapted in the UK and Nigeria to corporate governance which has not necessarily improved ethical conduct in organizations due to short comings experienced by the systems.

The corporate governance laws and regulations differ from country to country and incidentally there is no uniform standard acceptable globally. [2] However there are basic underlining principles which exist as model guidance for companies to be properly managed and gain the trusts of investors. These include an effective board; strong independent non-executive; institutional investors; laws and regulations which protect the interest of shareholders especially as concerns the minority shareholder; appointment of independent auditors. Others are defining the concept of 'conflicts of interest' and how it affects the board of directors and other senior management, establishing an acceptable standard of financial accountability and disclosure transparency methods, corporate social responsibility or ethical behaviours. However, despite these underlying principles, the implementation of these principles is grounded in the company law rules of each country. For example the US and Nigeria operates a 'comply or sanction' system governed by the Security and Exchange Commission (SEC) while the UK operates a 'comply or explain' system and is governed by the Financial Reporting Council (FRC)

While a number of countries have adopted the self regulatory approach to governance which has one of its own shortcomings as inadequate sanctions for management in breach; the statutory regulated also have the problem of inflexibility as a 'one size fits all' approach to governance may be unreasonable coupled with implementation problems. There have been a lot of changes to corporate governance rules over the years in the UK; [3] and just one in Nigeria. [4] In spite of remarkable developments and clearly different approaches to implementation of the rules, it appears that a more practical approach will be for each organization to imbibe its own ethical standards guided by the company laws in place; i.e. enforced self regulation. [5] However, data collation results suggests that both approaches have still recorded some major break down, [6] though the 'comply or explain' approach adopted in the UK has advanced considerably and improved company ethics on the whole mainly because of the civilization stage at which the society has reached. The situation is not any different in Nigeria which operates a 'comply or sanction' system either. [7] 

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Hence this work will be concluded on the basis that both of these approaches will not be practicable unless the socio-economic factors present and the companies individually imbibe the requisite standard ethical cultures. It is proposed that apart from reviewing the individual company's laws as a definitive approach to governance, the role companies by themselves have to play through the power of their constitution should not be overlooked. [8] Awareness of a true self regulatory approach could result in a more positive situation for the implementation of corporate governance rules since it will be very difficult to impose ethical regulations on an individual talk less of an organization. This will in turn promote the uniformity hoped to be achieved by advocates of a joint regulatory system across the globe.

Aims and Objectives of Dissertation

The main aim of this research is to highlight the comply or explain and comply or sanction systems have not improved company ethics in totality and to provide the academic community with an in-depth assessment of an enforced self regulatory system as a superior approach of instilling ethical conducts within an organization. The experience of the global financial crisis and the very recent banking scandals in Nigeria are very classical examples of unethical dealings within organizations which the governance regulations in place have not been able safeguard.

Specific Issues to be addressed

Is business ethics just topical or has it improved businesses by any chance?

Has corporate governance improved business ethics; statistical illustrations?

Comparison of the role of hard law and soft law in corporate governance?

Can a corporation possess and conscience?

The role of company's constitution in corporate governance?

Regional aspect of corporate governance; Africa and Europe?

Business challenges; academic, regional, industrial; do they have any common tasks?

What would be the outcome of an outright mandatory law approach to governance?

Should either of the regulating systems be used considering the notable recent past outcomes?

Are ethical organizations necessarily profitable?

Why has the company laws not been adequate?

Should there be double standards for private and public companies on ethics?

Preliminary Dissertation Structure

An assessment literature to be structured in five chapters: Chapter I will naturally address the introduction, purpose and objective of the research and generally outline the format the work will take alongside the method. Chapter II examines the corporate governance rules of 'comply or explain' approach under the UK system and the 'comply or sanction' approach under the Nigerian system and the relationship between these rules and ethical standards within an organization. It will also assess similar work by way of summary to highlight the focal point of this work. Chapter III deals with the development of the rules and the authority of each approach in system where it has been adopted. Chapter IV examines the individuality and limitations of these two approaches and suggesting that neither of the systems might be the solution to improving ethical standards of an organization. Chapter V is the conclusion and recommendations.

Indicative Sources

The primary reading will concentrate on journals and articles of writers on the issue of corporate governance, regulation, business ethical conducts and any literature that might be concerned with views on the development of corporate governance and or regulatory systems. This will also include any literature on the guidelines for business ethics where many company code of practices stem from. [9] 

Readings from journals and articles alone can not address all the areas to be covered concerning business ethics. A lot of definitions and fundamental interpretation defining key concepts will be used either directly or indirectly from the books of some popular writes of company law [10] 

Another set of readings will be concerned with literature from Nigeria on corporate governance and ethical standards within organizations. This is because this will address the particular issues facing governance there. This may be backed up with the standard letter format should the available information prove inadequate. [11] 

Research Methodology

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The extent to which companies govern themselves is not given much audience; however this research will show that a larger percentage of companies will stay ethical in order to stay in business. What this means in essence is that lots of companies govern themselves by a set of code of practices with long term business rewards in view rather than just a box ticking approach which the governance systems have put in place creating a feeling of dependency and a lower sense of ownership. The truth is that an organization can easily identify with the company laws in place and develop its own set of rules of conduct which do not only promote the business towards a selected market but also give a feeling of conscientiousness to the owners, employees and other stakeholders. To assess this view, information will be obtained from company websites and further clarification will be solicited for through a standard letter will be sent out to different companies (private or public) regarding existence codes of practice within their individual organizations and addressing some of the research questions mentioned in the central focus above.

Research Time table





June 2010 to July 2010

Literature Research


July 1- 15, 2010

Sending out Letters to Companies

July 1- 31, July, 2010

Completion of Chapter I & Receiving Letters from Companies


August 1- 19 2010

Chapter II & further research


August 20 -30, 2010

Interviews with Legal advisers UK and Nigeria


September - October 2010

Chapter III & IV


October 2010

Chapter V and read of first draft


November 2010

Submission of complete Thesis