The Efficacy of Mandatory Corporate Governance Regulation in an Emerging Market: Lessons from Nigeria

Abstract

This thesis examines the application of mandatory corporate governance regulation in Nigeria, following the introduction of multiple corporate governance reforms in this jurisdiction. With the aid of corporate governance theories and the theory of responsive regulation, this thesis analyses how regulators in this emerging market have attempted to escalate to the mandatory observance of corporate governance principles. This analysis details the factors that have enabled and frustrated the practical application of the regulators’ responsive approaches, and recommends improvements to regulatory practice in this field. The socio-legal methodology was used to facilitate this study’s objectives of analysing the reforms within their context, and examining their practical implications. Qualitative data was collected through semi-structured interviews with qualified company executives and regulators in Nigeria. Due to the COVID-19 pandemic and the resulting health regulations, the interviews were conducted by way of video conferencing and telephone. Following the analysis of the interview data through NVivo 12 software, this study concludes that the escalation to mandatory corporate governance regulation has resulted in improvements to compliance rates and governance standards in this emerging market. However, the substance of these improvements has been constrained by inadequate regulatory capacity and the existence of multiple regulators of corporate governance. This thesis contributes to the body of research on corporate governance in emerging markets as well as the theory of responsive regulation, by testing the core principles of this theory within the context of mandatory corporate governance regulation in Nigeria. In addition, this thesis demonstrates how sociolegal research can be conducted remotely in the wake of the COVID-19 pandemic. This thesis also outlines how responsive corporate governance regulation may be successfully applied in emerging markets with similar needs and characteristics to Nigeria.