4- 0 C s_ 0 —1 ISSN:2006-7801 Vol. 7 No. 2 November 2015 pp 1437 - 1587 Audit Committee Attributes and Earnings Quality of Deposits Money Banks in Nigeria Dr Ishaq Alhaji Samaila & Babangida Tuta The Cost/Consequences of Bad Corporate Governance Professor Fabian Ajogwu, SAN Corporate Governance and Company's Performance: An Empirical Literature Review Professor Sunday Owolabi, Dr Sunday Alayemi & Mrs Titilayo Owola Enforcement of Corporate Governance Codes: Through Voluntary Compliance or Legislation? Mr. Bamidele Adebayo (Esq) Issues in Shareholder Participation in Corporate Decision Making in Nigeria Abdul-Hamid, Oba Yusuf A Reflection on the Nigerian Codes in Contemporaneous Comparison The Corporate Governance Requirements for Independent Directors in Banks: Patrick Idah Oyinkari Report on 2015 Annual Corporate Governance Conference Book Review: Company Secretary's Guide on Corporate Governance Mrs. Chika M. lkem-Obih, Company Secretary, Esso Exploration & Production Nig. Ltd. & EssoCompanies in Nig., ExxonMobil LEADERSHIP & ( A JOURNAL OF THE SOCIETY FOR CORPORATE GOVERNANCE NIGERIA ...COMMITTED TO THE DEVELOPMENT OF CORPORATE GOVERNANCE Journal of Corporate Governance ENFORCEMENT OF CORPORATE GOVERNANCE CODES: THROUGH VOLUNTARY COMPLIANCE OR LEGISLATION? Mr. Bamidele Adebayo (Esq)1 ABSTRACT Corporate Governance principles and practices are being evolved by the board of corporations worldwide to serve as the guiding principles in the running of the affairs of an organisation on day-to-day basis. It embodies the integrity of the organization, as to what that entity stands for in the conduct of its business dealings, which directly mirrors the person of the individual members of the Board, as acts perceived or carried out by agents of the organization will be deemed to be acts of the board and that of its representatives. It is in such light that members shall be viewed as good or bad. Effective Corporate Governance anchors ultimately on 'meeting the demands' of all participating stakeholders in the fortune (or otherwise) of every corporate entity. The greatest of the stake contributors are the owner-shareholders who submit their governance authority to the Board of Directors (BOD) on behalf of the company. (See CAMA 1990, Sec. 244(1). The concern for good corporate governance apparently received the loudest of the Bamidele 0. Adebayo (Esq), is a senior counsel in the law firm of Gani Adetola-Kaseem (SAN) & Co and a Fellow of the Institute of Chartered Secretaries and Administrators of Nigeria and UK. 1510 Enforcement of Corporate Governance Codes: Through Voluntary ... clarion calls only at the beginning of this millennium. Today, it can safely be said that the need for directors to observe the notion of accountability, transparency and timely responsiveness to corporate issues started to receive the most attention since 2001 — the year that marked the fall of the world-renowned End and the W.(2rldCom (both US-based energy and communication giants). These two celebrated events have re-written the entire global corporate history with, perhaps the most crucial chapter, "need for good Corporate Governance" receiving the most focus. A major fall-out of these unwanted events has put in place some regulatory responses in most advanced economies that cannot just wait and merely submit the corporate entity largely to the dictates of the BOD machinery. A notable instance is the enactment of the Sarbanes-Oxley Act of 2002 in the United States of America (USA). This singular Act now renders the Chief Executive Officer (CEO) of a corporate organization to be directly responsible for all its acts-thus further unveiling the mask of incorporation and narrowing the divide between the company and the managers ' responsibility towards it. This paper examines the issue of enforcement of Corporate Governance, both international and locally (Nigeria) and considered whether this should be by voluntary compliance or through legislation. The merits and set backs of each of the options were examined. In the end, this writer is of the view that there is no amount of legislation that can change peoples mind, as there are various devices to circumvent any legislation if those to comply are not really keen in doing so. In the end, the writer submits that enforcement of Corporate Governance should be by a combination of Voluntary Compliance and Legislation. This is borne out of the fact that each company, industry and of course, country differs in their 1511 Journal of Corporate Governance legal and business structures and what is good for the geese in one country may not necessarily be good for the gander in another. Keywords: Corporate Governance, Legislation, Voluntary Compliance, Regulators INTRODUCTION Corporate Governance is global issue that has recently become a matter of `compelling' interest in many countries. One important fact to note however is that, there are some disparities in the nature, pace and the way and manner the subject matter is embraced in different countries'. Corporate Governance has been given various definitions by different authorities. We shall, however, limit ourselves to few of those definitions as any attempt to explore all would amount to writing a different article altogether. Sir Adrian Cadbury, in his introduction to the World Bank's report stated that "Corporate Governance is concerned with holding the balance between economic and social goals and between individual and communal goals. The governance framework is there to encourage the efficient use of resources and equally to require accountability for the stewardship of those resources'. Corporate Governance has also been defined as a set of processes, customs, policies, laws and institutions affecting the way a corporation (or company) is directed, administered or controlled4. 2 (ICSA 2003). „- 3 Corporate Governance: A Framework for Implementation. 4 See generally, the Cadbury Report of 1992. 1512 Enforcement of Corporate Governance Codes: Through Voluntary ... Notwithstanding the fact that Corporate Governance is a combination of ethics and laws, corporate failures has become an event of the day as more and more scandals, failures, corporate manslaughter and in some cases, corporate suicide bids are daily reported. The importance of Corporate Governance is increasing by the day. It appears now that at every level where some degree of administration is involved, Corporate Governance is inevitable. This is, perhaps, why James Wolfensolin said in 2001. "The governance of the Corporation is now as important in the world economy as the governance of Countries" An important inference from this quotation is that since government of countries are based on constitutions, is the time not ripe for governance of Corporation or Corporate Governance codes to be also based on legislation that is legally binding, rather than the voluntary approach it gains in some jurisdictions? This and related issues are the object of this discourse. CORPORATE GOVERNANCE: GLOBAL PERSPECTIVE There had been many Corporate Governance models around the world. There are indexes of governance codes from 40 nations which list the conclusions of Committees ranging from Cadbury to King, and rules and guidelines developed by the New York Stock Exchange (NYSE), the Organization for Economic Cooperation and Development (OECD), and many other entities. The challenge of these and good governance both locally and globally has been whether codes of Corporate Governance should be legally enforced. In other words, whether those Codes should remain at persuasive level or gentleman's agreements, or whether it should be given the force of law to make them legally binding. 1513 Journal of Corporate Governance Veronique Ingram' said: "The revised Principles emphasize the importance of a regulatory framework in Corporate Governance that promotes efficient markets, facilitates effective enforcement and clearly defines the responsibilities between different supervisory, regulatory and enforcement authorities. They also emphasize the need to ensure transparent lines of management responsibility within companies so as to make Boards and management truly accountable". Achieving best practice in Corporate Governance is a very big challenge to practitioners and stakeholders. The question that comes to mind is that despite the prescriptive measures and in some cases legislative back up, has legislation been an antidote to corporate failures and scandals? Has the measures put in place provided a universal approach to Corporate Governance issues? Gradually, some of the Corporate Governance guidelines are being promulgated into laws with the intention to give them an enforcement strategy whereby appropriate punishment will be meted out to identified offenders. But it remains arguable whether it is sufficient and effective to enforce the principles of Corporate Governance by legislation. In considering the role legislation plays in Corporate Governance, we enter the wider environment of public policy, what the government of the day and the Parliament have determined to be in the best interests of the nation to regulate through legislation. That determination is influenced by many factors, such as political dogma, special interest groups, the media, public opinion and especially the views of groups of swing voters. Many of these factors can influence directly or indirectly the behaviour of companies and other organizations. Legislation is at best a blunt instrument for the promotion of the government's policy. In general (Finance Acts excepted), primary legislation permits the 5 Chairman of the OECD Steering Group on Corporate Governance 1514 Enforcement of Corporate Governance Codes: Through Voluntary government or other bodies to undertake certain activities and make more detailed regulations. It sets minimum standards of behaviour and provides a framework for the courts to enforce sanctions against offenders and to provide remedies for those who have been wronged. Much of the government's policy is therefore, advanced through intermediaries and exerting influence. The adoption of voluntary codes is one mechanism for influencing behaviour and some governments, as a matter of policy, prefer voluntary regulation to legislation. The former is inherently more flexible; the latter inevitability takes money from the public purse. The voluntary approach will therefore, tend to be preferred by governments unless and until the political and economic pressures are such that they believe they have to respond and enact legislation. MAKING CORPORATE GOVERNANCE WORK There are two schools of thought on how to make corporate Governance work. The first school is proponents of the "comply or explain" approach first advocated by the Cadbury Report in 1992. This is a voluntary application through the code of Corporate Governance in the UK. Company Law provides some framework for Corporate Governance, but arguably not enough. The Law is reinforced for listed companies i.e. (companies whose shares are on the UK official list and are traded on the main market of the London Stock Exchange) by regulations in the Financial Services Handbook, such as the listing rules. These rules require companies to comply with certain aspect of Corporate Governance, but do not provide a comprehensive statutory regime. Although pressure is brought to bear on companies to persuade them to apply the best practice measures that are recommended, the combined code still remains voluntary. Subsequently, the UK had a seeming legislative approach. The Government took the view that the existing system was archaic, outdated and too complicated to meet the needs of a modern economy. It therefore launched a view 1515 Journal of Corporate Governance of British Company Law, which reported three years later in July 2001. Among other things, the Law plans to use its existing powers to introduce a statutory Operating and Financial Review (OFR) for large companies and create a new corporate vehicle, the community interest Group, to promote the development of social enterprise. The Sarbanes -Oxley Act (SOX) The Sarbanes -Oxley Act of 2002 also known as the Public Company Accounting Reform and Investor Protection Act is a United States federal law in response to a number of major corporate and accounting scandals including those affecting Enron, Tyco International and WorldCom. The legislation establishes new or enhanced standards for all U.S public company boards, management, and public accounting firms. The Act covers issues ranging from additional Corporate Board responsibilities to criminal penalties, and requires the Securities and Exchange Commission (SEC) to implement rulings on requirements to comply with this law. The SOX legislation is being implemented in phases, with Executive Management already being impacted by Section 302 of the Act. Most Audit firms today have established practices around SOX compliance and are actively working with their customers on how to comply with other sections of the legislation. The impacts of non-compliance range from fines to jail terms, and include the harsh reality that failure to comply will ultimately impact the organization's public image. The next major section for compliance is Section 404. The section centers on the internal controls of an organization and how effective they are (in the context of how this may impact financial reporting). The Sarbanes-Oxley Act gave the SEC enhanced powers with respect to civil penalties, officer and director bars and equitable remedies. In addition, more 1516 Enforcement of Corporate Governance Codes: Through Voluntary ... powerful substantive criminal provisions and sanctions were provided to the Department of Justice. What Congress recognized in Sarbanes-Oxley is that if our securities regulatory system is to work, corporations and other entities, the individuals who comprise them, and the various "gatekeepers" must obey laws and know that they are likely to be held accountable for wrongdoing. EXPERTS' VIEWS Various experts on Corporate Governance have expressed their views on whether Corporate Governance requirements should be enforced by legislation or by voluntary code. The following are a selected compilations on views expressed on the topic6. Mervyn King: I spoke in Las Vegas sometimes ago to about 2,000 delegates at the Institute of Internal Auditors. At time, Sarbanes-Oxley was still hot off the press. I asked, "is it better to 'comply or else' or 'comply or explain'?" That is, is it better to have rules or principles of governance? I said, facetiously, that Moses tried it and failed, and Sarbanes-Oxley wasn't going to succeed either." The world has really caught Corporate Governance fever, which has resulted in this kind of quantitative approach to governance, Sarbanes-Oxley is only one example — there's the OECD, the New York Stock Exchange, the Global Reporting Initiative, Malaysia, Kenya, Hong Kong, every country is establishing its own guidelines because each has its unique circumstances. But the question is, is quantitative governance the answer? Whether we legislate, as in Sarbanes-Oxley, or comply or explain, as in King II, business success is not assured. All businesses will have failure. In business, you 6 The compilation was done by Tricia Bisoux (2004) — Re: What is Good Governance? 1517 Journal of Corporate Governance are dealing with risk and reward, and none of us is good enough to get it right 100 percent of the time. As the maxim goes "no risk, no venture". But when you have that business failure and you have practiced good governance, society will accept this because they have invested their money in a risk industry. But if you practice bad governance and you fail, you have scandal. Moreover, if you had looked at Enron at the time, you would have thought, "What a well-governed company." It was the 7th biggest Company in the US as at that time. It had an audit committee, a compensation committee, a nomination committee and the likes. The audit committee was chaired by a Chartered Accountant in the United Kingdom. It had 100 percent Board attendance. But Enron Executives were just "box-ticking," so they could say. "Yes, we are in compliance with the rules." The Enron Board was not applying quality governance. It did not accept the idea that the market is the ultimate compliance officer. Whether or not a company complies with a particular guideline should be the choice of its Board — when a board choose not to comply, it needs only to explain its reasons to its stakeholders. If the stakeholders accept that, then so be it. What is quality of governance? In our view, it is that immutable quality called intellectual honesty." You can have all the rules in the world, but honesty cannot be legislated. As a corporate lawyer, I've found it's much easier to get around a rule than a principle." Iru Millstein: "I don't agree that we shouldn't legislate governance. We've had plenty of time to develop softer methods of compliance. We have written codes of conduct and lists of best practice. If you look back over the years, you will find hundreds of them, promulgated by every corporate society in the world. And they didn't work. With those informal codes, we've had Enron, we've had 1518 Enforcement of Corporate Governance Codes: Through Voluntary ... WorldCom, and we've had 200 or 300 companies issuing restatements of their Financial Reports. US Congress passed Sarbanes-Oxley because so few companies followed rules of best practices. So, instead of suggesting that an audit company should have a majority of independent directors, we require that it has a majority. Instead of suggesting audit committees, we now require audit committees. Sarbanes- Oxley simply turned what you should do into what you must do. Now, I no longer have to plead with and cajole people into following codes of governance. I can just point to the law and listing requirements. We all now have assigned responsibilities. What Sarbanes-Oxley did, besides laying down rules, was to turn the paradigm back to the way it should be. It placed total responsibility for good corporate behaviour and good fiscal reporting back to the Board of directors. It makes it very, very clear that the Board is responsible for the behaviour of the corporation. Instead of having imperial CEOs and managers who can do anything they want, we now have Boards taking their jobs more seriously, digging in more deeply, and paying attention to their fiscal reporting." Y.R.K. Reddy: "Discussion on the merits of the Companies Bill and various changes being attempted by the Securities and Exchange Board of India point to the need for greater validation that must precede such amendments. As of now, there is a distinct feeling that some amendments are more "knee-jerk" or "copycat," following Sarbanes-Oxley, rather than iterative to a grand strategy more relevant to India's specific requirements. Should the global market ever agree to a framework of governance based on country-specific points of governance? Governance, as it is being managed through the OECD principles, does not attempt to create such universal principles. Instead, these principles are steeped in a mire of assumptions that have little validation. 1519 Journal of Corporate Governance The concept of stakeholders among many companies is indeed for wider than assumed by the OECD, which distinctly omits the community, consumers, and the environment. The main challenge of governance facing many corporations today is related to these differences in approach, quality, and integrity among some of the regulatory and governance institutions. Charles Elson: "We're presently doing battle against the popular misconception that businessmen are crooks who think it doesn't matter how they get results — a buck is a buck. We have to continually fight that belief in popular culture. We have to promote the idea that business isn't corrupt and show that ethical behaviour is the most effective and generates the greatest profit." I think this belief was partially created by the political environment, at least in the U.S. where people believed that the ends justified the means. When we had our leading political figures saying that personal conduct didn't matter if the results they delivered were good that rational leached into business. But we know that without ethical conduct in business, the whole system stops. Recently in Nigeria for example, members of the National Assembly were reported to have exchange blows because of the scramble for leadership positions. Where is moral and ethics here? Unfortunately, these are the people that will make laws to be obeyed by more decent and honourable people like you and I. Before the Enron and world Corn scandals, ends were achieved through accounting engineering that obscured what was going on behind the numbers. Such financial engineering was not viewed as particularly important by the market. It was simply viewed as something one had to do to make operations conform to accounting practice. Such financial engineering, or better still, window dressing, made it impossible to figure out from the numbers what was going on at the core of the business. Good governance isn't really innovative — it's just going back to basics. It's going back to the fact that the key to business is that operations drive accounting, 1520 Enforcement of Corporate Governance Codes: Through Voluntary ... not the other way around. Students in business school today need to realize that accounting is not just about the numbers, but the proper communication to the public of the actual operations of the business. They should realize that Boards should represent the shareholders, and its directors must be financially independent of the management of the company. It should also be noted that directors need to have long-term, personally meaningful ownership in the company to be effective on the Board. This goes with the saying that where your treasure is, that is where your heart will be. If you don't have a stake in something, you will care less about what happens to that thing. This is a reality of life. Finally, good governance is also encouraged by example. Those who teach must continually reinforce good codes of conduct by their own actions and the actions of business leaders who speak with students. We need to promote persistently, the idea that ethical conduct is profitable. In the end, people flock to companies they believe will treat them fairly". ETHICS AND CORPORATE GOVERNANCE Another way of looking at the desirability of legislating corporate governance is to look at it from ethical angle. In legal jurisprudence, what is morally right might be legally wrong and vice versa. Ethics could be defined as the moral philosophy that involves recommending and defending the concepts of right and wrong behaviour, business ethics is a form of applied ethics that examines ethical rules and principles within a commercial context; such rules and principles are the role of employment discrimination on the bases of age, gender, race, religion, disabilities, etc. Is it fair to disengage an employee on the ground of old age after he has used the better part of his life for the company? Is it ethical to use ladies as a platform for advertising thereby exposing them to abuse? Why should a company engage in inherently dangerous products and convince the unsuspecting 1521 Journal of Corporate Governance public to buy same?' The question to ask in these apd similar circumstances is: should this type of unethical behavior be legislated against or be left at the mercy of voluntary compliance to the detriments of those concerned? We are of the view that in these areas, effective legislation should be put in place to checkmate the unwholesome habit as an average employer or businessman will always be guided by profit motive to flout voluntary compliance. CORPORATE GOVERNANCE: THE NIGERIAN PERSPECTIVE The first conscious effort to address Corporate Governance issues in Nigeria was carried out in 2003 with the setting up by SEC of the Atedo Peterside Committee. The provisions of the codes were voluntary in nature as they were not accompanied by any compelling force. Subsequently, Nigeria developed several other Codes like the Securities and Exchange Commission (SEC) code of Corporate Governance; National Insurance Commission (NAICOM) code of Corporate Governance; the Pension Commissions (PENCOM) code of Corporate Governance, and the Central Bank of Nigeria (CBN) code of Corporate Governance other Laws. Although the Codes have most of the elements and basic principles of good governance, there exists a gap between implementation, compliance and sanctions. This is why it has been variously suggested that the Codes should be harmonized into one to address all types of company industries. As it is presently, there are many conflicting provisions in the various Codes and companies that fall into two or more industries being regulated by the various Codes, do have problems of which of the Codes to comply with. n this wise, it has been suggested that the stiffer penalty Code should be complied with. However, this rather elusive suggestion appears to be begging the issue. A 7 See generally, "Ethics and Good Corporate Governance', an article by Gbenga Owokalade, published in vol.1 No. 17, September, 2007 Journal of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN). 1522 Enforcement of Corporate Governance Codes: Through Voluntary ... more suitable situation should have been one where there is one global Code but with different sections to address specific industry. In today's Nigeria, no company is immune from failure if it continues to operate in a poor Corporate Governance environment. However, corruption has been a very big challenge to good governance in Nigeria. There were efforts by both past and present Nigerian Governments to curb corruption but the effects are yet to be felt. Some of these efforts are: The Corrupt Practice Decree of 1975 promulgated by the regime of Murtala/Obasanjo. The war Against Indiscipline Programme of the Buhari/Idiagbon regime (1983-1985). Code of Conduct Bureau of 1990 by the Babangida regime. Advance Fee Fraud & Other Related Offences Decree of 1995 by the Abacha regime which was later re-enacted as the Advance Fee Fraud and Other Related offences Act, 2006 by the Olusegun Obasanjo administration. The Money Laundering Act, 2004 by the Obasanjo's government. The Economic Financial Crimes Commission (Establishment), Act 2004 by the Obasanjo's government. The Procurement Act, 2007 and many more. These have come alongside the establishment of Anti-Corruption agencies such as: The Nigerian Executive Industrial Transparent Initiative (NEITI) The Independent Corrupt Practices and Other Related Offences Commission (ICPC). The Technical Unit on Governance & Anti-Corruption Reforms (TUGAR) 1523 Journal of Corporate Governance The Economic & Financial Crimes Commission (EFCC) Budget Monitoring and Price Intelligence Unit (BMPIU) which later transformed into the Bureau for Public Procurement'. Despite the existence of these laws, Nigeria has recorded and is still recording corporate scandals and mismanagement and this has continually constitute a great challenge to the issue of Corporate Governance. The key Corporate Governance challenges that characterized the Nigerian corporate and governance structures can be summarized as; Technical incompetence of Boards and Management, Boardroom squabbles among Directors; squabbles among staff and management, Poor risk management system, Malpractices and Sharp practices and the challenges of the Judiciary which makes the court processes slow, inefficient and expensive. We have on hand the stories of Cadbury Nig. Plc; Vaswani Brothers locally and Enron, Anderson and Anderson internationally which are all succinct examples of payment for favourable judicial decisions (judicial corruption). For Corporate Governance to thrive in Nigeria, there has to be a combination of the elements of voluntary compliance and legislative enforcement of some corporate governance principles. It is debatable whether a single set of rules of best practice in Corporate Governance could be drawn up that would apply properly to all public companies. Circumstances differ, and what is best for one company is not necessarily the best for another, a case of what is good for the gees may not be good for the gander. Even assuming that a consensus can be reached about what is best practice in Corporate Governance, there could be disagreement about whether best practice should be recommended as a voluntary code or enforced through legislation. 8 See generally, Dele Togunde (2010)-Should Corporate Governance be enforced by Legislation?, published in the 2010 edition of the Journal of the Institute of Chartered Secretaries and Administrators of Nigeria. 1524 Enforcement of Corporate Governance Codes: Through Voluntary ... To this end, the society must imbibe the spirit of behavioural governance which will address the key principles of Corporate Governance i.e. equity, fairness, accountability, honesty and integrity. An extension of this is the need to establish a nexus between offences and punishment. Appropriate sanctions should be applied to offenders as a deterrent for future re-occurrences. CONCLUSION There is no universal judgement on whether the requirements of Corporate Governance should be enforced by legislation or by voluntary code. The effectiveness of Corporate Governance mechanisms depends not only on the civil courts, but also on other enforcement institutions, such as arbitration courts and stock exchanges. Private Capital is necessary for economic development, but capital does not flow to countries without good Corporate Governance in place. In the words of Arthur Levitt, "If a country does not have a reputation for strong Corporate Governance practices, capital will flow elsewhere. If investors are out confident with the level of disclosure, capital will flow elsewhere. If a country opts for lax accounting and reporting standards, capital will flow elsewhere. All enterprises in that country, regardless of how steadfast a particular company's practices may be, suffer the consequences". The preamble to the OECD principles of Corporate Governance further strengthens this assertion. It states: 9 a former Chairman of US SEC: 1525 Journal of Corporate Governance "The degree to which corporations observe basic principles of good Corporate Governance is an increasingly important factor for investment decisions". Of particular relevance is the relationship between Corporate Governance practices and the increasingly international character of investment. International flow of capital enables companies to access finance from a much larger pool of investors. If countries are to reap the full benefits of the global capital market, and if they are to attract long term "patient" capital, Corporate Governance arrangement must be credible, well understood and adhering to internationally accepted principles and standard. Those investing in a foreign country for the first time might prefer enforcement by legislation to voluntary compliance. Investors, whether purchasers of equity or lenders, will not invest in a market or a company they view as unstable, corrupt, or utterly lacking basic protections for their investment and contractual rights. Thus, countries seeking to create a capital market, private and state owned enterprises and who are seeking to attract local or global capital, must develop a framework that assures public investors that the assets they provide will be protected. Strong securities and company law is necessary, but this is not sufficient. Law and regulation may cover some specific events that are identified before hand, but law and regulation cannot foresee all future contingencies. The minds of men and women are simply too inventive and ingenious in devising schemes to harm investors. By extension, it has been advocated that Alternative Dispute Resolution (ADR) can be explore instead of strict legal approach which has their consequences and limitations. Crafting an arbitration-based solution also raises a number of questions. It is important to decide for example: Who arbitrates? What level of expertise is required for the arbitrators? Are their 1526 Enforcement of Corporate Governance Codes: Through Voluntary... decisions binding? If yes, how are they enforced? Are the decisions appealable? If so, where? What are the arbitrators' powers over discovery? Should arbitration decisions be published? These and many more are questions begging for answers. In essence, there is the need for a dynamic assessment of Corporate Governance principles to ensure territorial relevance and compliance. It is hereby recommended that the requirements of Corporate Governance be enforced by a combination of legislative and voluntary codes, bearing the peculiar circumstances of corporations, industries and countries into consideration. REFERENCES Awoyemi Olufemi (2009) - Corporate Governance-Financial Crisis and the Nigerian Leadership Meltdown Dele Togunde (2010)-Should Corporate Governance be enforced by Legislation?, published in the 2010 edition of the Journal of the Institute of Chartered Secretaries and Administrators of Nigeria. CLEEN Foundation (2010) — Corruption and Governance in Nigeria — Monograph Series No. 7 ICSA — Brian Coyle (2009) — Corporate Governance Study Text — 6th Edition KIM PARRY—Corporate Governance Legislation assessment project http://gh.accaglobal. com/pdfs/studentspdfs/dipog/2parry.pdf OECD (2004) — http://www/oecd:org/documentprint TRICIA BISOUX (2004) — What is good Governance? Wikipedia-What is Corporate Governance http.11en.wikipedia.org/wiki/corporategovernance 1527 Page 1 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 13 Page 14 Page 15 Page 16 Page 17 Page 18 Page 19