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The Central Bank of
Nigeria’s (CBN) insistence, last year, on banks’ compliance with
section 5.3.10 of its ‘Code of Corporate Governance for Banks in
Nigeria Post-Consolidation’ raised more questions than it answered.

The CBN’s action
provided one answer: by requiring that “non-executive directors should
not remain on the board of a bank continuously for more than 3 terms of
4 years each, i.e. 12 years,” it attempted to address the task of
ensuring both continuity and the injection of fresh ideas into banks’
boards of directors.

The remaining
questions are a lot more, however, and more pressing. Arguably, the
most obvious problem is why it took the apex bank four years between
the effective date for the implementation of its corporate governance
code, and its insistence on the implementation of a key provision of
that code.

Is it the case that
the apex bank had dropped balls on its watch? Troubling though this
likelihood is, it speaks to the huge burden of combining the management
of monetary policy and banking supervision under one roof – a dilemma
that the directors of the IMF recently referred to as the “potentially
conflicting objectives of monetary policy”.

The world over, the
parameters of the arguments for and against this practice have been
altered by the recent global financial and economic crisis. However, a
decision either way in our case must consider two important facts.

First is that
monetary policy management is an inchoate practice here, a fact further
complicated by appalling levels of fiscal illiteracy at the executive
level. The second consideration derives from the venal nature of life
here. Because our default moral setting is a penchant for the easy way,
a regulator’s assignment was always going to be difficult.

However, this
difficulty is the more so when the regulator appears ignorant of its
own rules. This was always an outside explanation for the apex bank,
having dropped the ball on industry compliance with its own corporate
governance code. It, however, became a real possibility recently, when
the newspapers reported the deputy governor, financial system stability
of the CBN, as having hinted at a conference in Lagos, last Wednesday,
that appointments of sufficiently senior bank officials would now be
subject to the apex bank’s authorisation.

The apex bank may
indeed be reforming its operations in order that it can better take on
the task of strengthening the banking industry’s risk management
framework, but I know that banks in the country have regularly reported
promotions to senior levels to the CBN as a matter of course. And that
the CBN has had cause to object to the appointments by some banks into
certain offices of persons whose fitness and propriety for the new
responsibilities it had doubts over.

Is the CBN dropping
the ball because of a failure to read from its own scripts? Something
about how the CBN has proceeded with the authentication of banks’
customer account details nationwide is highly suggestive of a need to
hold the apex bank’s feet closer to the fire.

Why would it treat
work-in-progress the same way we treat voters’ registration here? I
was, therefore, minded to look again at the corporate governance code,
in search of provisions that the industry may currently be in breach
of, despite the fact that “compliance with the provisions of (the) code
is mandatory”.

What about
independent directors? In “civilised” jurisdictions, the position of
the independent director was conceived of in response to the “conflict
of interest” challenge. Increasingly, companies required persons on
their boards who – unburdened by interests in or previous or past
affiliations with the company or its subsidiaries – can discharge their
duties as directors for the exclusive benefit of these companies.

Responding to this need, the apex bank insists in its corporate
governance code that “at least two (2) non-executive board members” of
banks should be independent directors. Now, in the absence of reports
to the effect that the apex bank has sanctioned banks for breaching
this provision, we may safely assume that there are 48 independent
directors on the board of Nigerian banks.This is one of the many stats
on this economy that challenges one’s belief. Why not solve the problem
by requiring banks to list in their annual reports the number of
independent directors; and the nature of their independence?