Godwin Emefiele, governor, Central Bank of Nigeria (CBN), has expressed the apex bank’s dismay over the level of corporate governance abuses perpetrated by the top echelon in banks, and warned that the regulator would punish offenders.

He spoke at this year’s edition of the CBN-Financial Institutions Training Centre (FITC) Continuous Education Programme for Directors of Banks and Other Financial Institutions.

Emefiele, who spoke on the theme: “The Next Level of Corporate Governance Practice”, said fit and proper persons should be appointed into the boards of banks, adding that corporate governance is undoubtedly an essential pillar in financial system stability.

He said the failure of banks’ boards in carrying out their oversight functions by checking management excessive risk taking, conflict of interest, undue concentration on short term gains and excessive executive compensation fundamentally affect the ability of financial institutions to meet their core mandates.

To Emefiele, a safe and sound financial system is dependent on the quality of corporate governance practices, which in turn depends on the quality of the board of directors and their ability to discharge their responsibilities honourably.

The CBN boss directed independent bank directors to rise up to their responsibilities and be the conscience of their institutions in the interest of depositors and minority shareholders. “Independent directors do not need to be friends of the managing directors. They can’t fire you but the CBN can remove you if you don’t do your job well,” he said.

Emefiele said banking needed independent directors who “are bold, sound and experienced to do what we want them to do.”

Emefiele said the CBN will get tougher on insider related loans, adding that many bank chiefs and executive directors borrow from the banks at very low interest rates.

He said banks are not owned by shareholders who he said were simply used by God to establish them. He said depositors funds are 10 times higher than shareholders’ funds, hence the interest of the depositors should be paramount. “A bank managing director who feels he set up the bank has only been used by God to set up such bank. The real owners of the banks are depositors,” he said.

In Emefiele’s view, even though shareholders are important to banking, the most important stakeholders are the depositors. “It is important for us to ensure we all protect them. That is why in the programme, we said that independent directors must remain independent and perform their roles and responsibilities, no matter how tough it is.  They have to look at insiders who are shareholders and tell them what is good and what is not right. Yes, we are going tough because it is a dynamic environment and we will continue to take drastic actions against that insider abuse,” he said.

He spoke of a bank with 4.5 million depositors that the CBN is monitoring but has decided the lender will not be allowed to go down.

“If we allow the bank to go down, how can we explain to the 4.5 million customers that their money is lost? The impact of such closure on the economy will be tough,” the CBN boss said.

To him, running an efficient and sound bank is all about strong governance, adding that weak governance ensues when shareholders employ inexperienced or unenlightened people to run their banks.

“Weak governance will ensure that liquidity position in banks is eroded. We want to make sure that banks remain strong by ensuring that strong governance exists. It is also about checking your conscience to tell yourself, have you performed your role diligently, that you are not only serving your own interest as shareholders but also serving the interest of larger stakeholders? These are some of the issues we will be looking at going forward because those depositors are very important,” he added.

”It encompasses the protection of minority shareholders, disclosure provisions,  the role and structure of the board, complexity on the definition of related parties, compensation structures and much more. Therefore weak corporate governance can undermine financial stability by heightening vulnerability of financial institutions to external shocks,” he said.

He said institutions with sound corporate governance and effective board oversights are more resilient to shocks and operate more profitably. “Given the crucial financial intermediation role which banks and other financial institutions play in the economy, corporate governance for financial institutions is, arguably, of great importance in contrast to governance in non-financial companies,” he said.

He said that prior to the global financial crisis of 2007 to 2009, it was taken for granted that the banking sector in Nigeria was safe and sound. However, this trust proved to be misplaced as it was realised that none of the 25 banks that scaled the CBN consolidation exercise was immuned from failure if they operated in a poor corporate governance environment.

Accordingly, the 2014 CBN Code of Corporate Governance for Banks and Discount Houses (an improvement on the 2006 Code) was one of many responses to the industry’s post-consolidation corporate governance challenges arising largely from the integration processes. The mass enlightenment on corporate governance in the industry today could very well be attributed to the issuance of the CBN Code. The implementation of the Code largely addressed ineffective board oversights; overbearing influences of chairmen on MDs/CEOs; weak internal controls and prolonged tenure on the board amongst other anomalies.

“While appreciable momentum had been attained in corporate governance practices in the Nigerian Banking Industry, we need not rest on our oars as vulnerabilities are still evident. The recent economic recession has shown that the financial industry still harbours weaknesses in governance, exemplified by instances of unclear rendition of returns, corporate governance abuses, such as unreported losses, huge exit packages for directors, insider non-performing loans, over-domineering executive management, contravention of regulatory/prudential guidelines and lending limits, poorly appraised credits and weakening of shareholders’ funds among others.  Overall, the huge challenge of ‘key-man’ risk abound in our industry,” Emefiele said.

Emefiele stressed that ensuring good governance is a responsibility of all stakeholders.