governance processes. All banks in Nigeria are mandated to comply with the Code and they are required to
report to the CBN on their compliance status at the end of each quarter.
With effect from January 1, 2020, the Financial Reporting Council of Nigeria (FRCN) has extended to
Nigerian banks the obligation to comply with and apply the Nigerian Code of Corporate Governance 2018
(NCCG). By defining a comprehensive set of principles on corporate accountability, transparency, and
sustainability for both public and private firms in Nigeria, the Code establishes a framework "to ensure good
corporate governance practices in the public and private sectors of the Nigerian economy..."
It offers general corporate governance guidelines and global benchmarks that are applicable to all management
levels (i.e., the board, the MD and CEO, independent directors, the chairperson, the company secretary and
external auditors). Furthermore, the FRCN 2018 mandates that all pertinent companies (including banks)
include a statement regarding NCCG compliance in their annual reports for each fiscal year.
Companies and Allied Matters Act, 2020 (CAMA 2020) provides general corporate governance principles and
global benchmarks applicable to all levels of management (i.e., the board, the MD and CEO, independent
directors, the chairperson, the company secretary and external auditors). In addition, the FRCN 2018 requires
all relevant companies (including banks) to include a statement regarding NCCG compliance in their annual
reports for every fiscal year.
Banks and Other Financial Institutions Act (2020) is a fundamental legislation governing the conduct of banks
in Nigeria. It specifically spelt out guidelines guiding the conduct of banks in Nigeria, in line with global best
practices. For instance, Section 67 (1a) of the BOFIA 2020 specifies that “the CBN Governor shall make
regulations and issue guidelines for or with respect to corporate governance, including the appointment of
principal officers of banks and other financial institutions in Nigeria”.
Corporate governance significantly influences the profitability of deposit money banks in Nigeria by
establishing frameworks for accountability and strategic oversight. Effective governance, characterized by
transparent board practices and robust risk management, ensures that banks optimize resources and make
sound financial decisions (Mustapha, 2023). Governance structures, such as independent boards and audit
committees, help mitigate risks like credit defaults, enhancing financial performance. Strong governance also
attracts investor confidence, facilitating access to capital that supports profitable operations. By aligning
management actions with shareholder interests, corporate governance drives efficiency and profitability in
banking operations (Ogbu & Ogbu, 2020). However, weak governance practices, such as inadequate oversight,
can undermine these benefits. Nigerian banks must strengthen governance mechanisms to maximize
profitability (Eze & Okoye, 2022).
Profitability in Deposit Money Banks
Profitability in Nigerian deposit money banks refers to the ability to generate financial returns from operations,
reflecting efficiency and sustainability. It is a key performance indicator, measured through metrics like return
on assets, net interest margins, and operating income, crucial for stakeholder confidence and regulatory
compliance (Afolabi & Adeyemi, 2021). In Nigeria’s banking sector, profitability is driven by factors like
lending activities, fee-based services, and cost management, but challenged by economic volatility and
regulatory pressures. Profitability ensures banks meet capital adequacy requirements and fund growth
initiatives, such as digital transformation (Dung, Schmied, & Van Chinh, 2022). It reflects the balance between
revenue generation and risk management, critical in a competitive market. By understanding profitability,
Nigerian banks can align strategies with financial goals (Ogbu & Ogbu, 2020).
Conceptual Framework
In this section, the researcher developed the conceptual framework based on the review of literatures of the
study that indicates the effect of corporate governance, as independent variable, profitability of deposit money
banks (dependent variable).
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