By: Oyetola Muyiwa Atoyebi SAN FCIArb (UK)
Distinguished guests, esteemed colleagues, ladies and gentlemen,
It is a privilege to moderate this important conversation on “The Governance Imperative: Nigerian Institutions, Global Standards And The Professional Responsibility To Bridge The Gap.”
This subject goes beyond corporate governance as a technical or regulatory concept. It speaks to the quality of our institutions, the effectiveness of our regulatory architecture, the conduct of professionals and, ultimately, the confidence that citizens, investors and other stakeholders place in the institutions that shape economic and public life.
Let me begin with what I consider the central proposition for our conversation today:
Nigeria’s principal governance challenge is increasingly not the absence of standards, but the distance between the standards we have adopted and the standards we consistently live by.
Over time, Nigeria has developed a substantial body of laws, codes and sector-specific frameworks intended to promote accountability, transparency, responsible leadership, effective oversight and sound decision-making. The Companies and Allied Matters Act 2020, the Nigerian Code of Corporate Governance 2018 and sector-specific governance guidelines have materially strengthened the country’s formal governance architecture.[1]
The more difficult question is whether those standards consistently shape institutional behaviour. A rule on paper is not necessarily a rule in practice. I would describe the distance between the two as the governance gap: the distance between regulatory intention and institutional reality; between compliance and culture; between legal knowledge and professional judgment; and between a formally adopted standard and the capacity to make it work.
The governance imperative before us, therefore, is not simply to create more rules. It is to close the distance between the rules we have and the institutions we want.
From Rules To Practice: Understanding The Governance Gap
It is tempting to assume that governance failures always result from inadequate laws, weak regulation or deliberate misconduct. Sometimes they do. But that explanation is incomplete.
Governance failures can also arise from institutional distance: between the regulator that designs a framework and the institution that must implement it; between the board that receives a requirement and the operational teams expected to translate it into everyday practice; between the professional who understands the technical content of a rule and the director who must apply it to a difficult commercial decision; and, sometimes, between good intentions and the discipline required to sustain them.
This helps explain why a governance framework may be technically sound and still produce disappointing outcomes. The real challenge is not simply to know what the rule says, but to understand why the rule exists, the risk it is intended to address and the institutional behaviour it is designed to encourage.
The Nigerian Code of Corporate Governance reflects that distinction. Its “Apply and Explain” philosophy assumes application of the governance principles. It requires institutions to explain how their practices deliver the intended outcomes, specifically to avoid a box-ticking approach to governance.[2]
So the more useful question is not only, “Are we complying?” It is also, “Are we achieving the governance outcome that compliance was designed to produce?” That is where the conversation becomes more meaningful.
The Regulator-Regulated Relationship
The second issue is the relationship between the regulator and the regulated institution.
Regulators have a legitimate responsibility to establish standards, supervise institutions and enforce compliance. But effective regulation requires more than rule-making. It also requires an understanding of how regulatory requirements operate within complex organisations.
A requirement that appears straightforward from a regulatory perspective may create substantial implementation challenges because of overlapping obligations, inconsistent regulatory expectations, inadequate institutional capacity, technological limitations, skills gaps, uncertainty in interpretation or unintended consequences arising from otherwise well-intentioned rules.
The answer is not weaker regulation. It is better regulation: regulation accompanied by clarity, dialogue, consistency, proportionality, predictability and institutional learning. The CBN’s 2023 Corporate Governance Guidelines, for example, expressly build on the Nigerian Code of Corporate Governance while adapting governance expectations to the particular risks and responsibilities of regulated financial institutions.[3] That alignment helps general principles work within sector-specific realities.
We should therefore move beyond viewing the relationship simply as “regulator versus regulated”. Both sides have responsibilities for the quality of the governance environment. Regulators must provide clear and coherent standards. Institutions must demonstrate a genuine commitment to implementing them. Professionals must help bridge the space between the rule as written and the rule as it must operate in practice.
Effective regulation is ultimately measured not only by the quality of the rules, but by the institutional capacity, understanding and behaviour that allow those rules to achieve their purpose.
The Professional Responsibility To Bridge The Gap
This brings me to what may be the most important dimension of today’s theme: the professional responsibility to bridge the gap.
Governance is not solely a regulatory responsibility. It is also a professional responsibility. Lawyers, company secretaries, auditors, accountants, compliance officers, risk professionals and other governance advisers sit at the point where regulatory standards meet institutional reality. That position carries significant responsibility.
Our responsibility cannot end with identifying the relevant section of an Act, regulation or code. Professionals must translate. We must help institutions understand not merely what a rule says, but why it exists, what risk it seeks to address, what governance outcome it is intended to achieve and how that principle should guide decisions in circumstances the rule-maker may never have expressly anticipated.
This is where professional judgment becomes critical. A professional who merely identifies the applicable provision may provide technically accurate advice. A professional who can also explain its implications, anticipate governance risk, challenge institutional assumptions and recommend a course of action that protects both compliance and institutional integrity provides something more valuable.
The professional must therefore become more than a translator of rules. The professional must help translate governance principles into institutional behaviour. Our responsibility is not merely to tell institutions what the law permits, but also to help them understand what responsible governance requires.
International Standards And Nigerian Realities
Another important question is how Nigeria engages with global governance standards. International benchmarks matter because they help define credible expectations around accountability, board responsibility, disclosure, stakeholder protection, risk oversight and institutional integrity. The G20/OECD Principles of Corporate Governance 2023 remain a leading international benchmark for legal, regulatory and institutional governance frameworks.[4]
But the objective should not be to copy and paste foreign governance models into Nigeria. Imitation alone does not achieve good governance. Indeed, the G20/OECD Principles themselves recognise that an effective governance framework must reflect a jurisdiction’s particular legal, economic, institutional and historical circumstances.[5]
The more important question is therefore: how do we adopt globally credible standards while ensuring they remain responsive to Nigeria’s institutional, economic, technological and cultural realities?
International best practice differs from internationally borrowed practice. The former requires us to learn, adapt and contextualise. The latter risks reproducing a model without asking whether the institutional conditions necessary for that model to succeed exist in our own environment.
Nigeria should aspire to global credibility. But credibility will not come from reproducing the language of international standards. It will come from demonstrating that our institutions can convert sound principles into dependable practice. Global standards should therefore serve as benchmarks for improvement, not substitutes for institutional thinking.
The Governance Imperative: What Must Change?
If Nigeria’s central challenge is the distance between governance standards and institutional behaviour, then the harder question is: what must change?
The answer may not be another law, another code or another regulatory circular. What may be required most is a transformation in institutional behaviour and professional culture.
We need boards that do more than receive management reports. We need directors prepared to ask difficult questions, test assumptions, and demand accountability. We need professionals willing to advise not only on what is legally permissible, but also on what is prudent, responsible, and consistent with sound governance. And we need regulators that can enforce standards firmly while maintaining meaningful engagement with the institutions they regulate.
Above all, we need institutions where governance is not treated as a compliance exercise done because a regulator is watching, but as a culture embedded in how decisions are made every day.
Governance is not ultimately tested by the quality of the policy sitting in a file. It is tested by the quality of the decision made when the answer is difficult, the commercial pressure is real, and nobody is watching.
That, perhaps, is where the real governance imperative lies: not merely in having the right rules, but in building institutions and cultivating professionals with the competence, judgment and integrity to give those rules practical meaning.
Questions For The Panel
1. The Governance Gap
If Nigeria already has a substantial governance and regulatory framework, what is the single biggest obstacle to translating those standards into institutional behaviour? Is the central problem enforcement, institutional capacity, leadership, culture, regulatory design – or something deeper?
2. The Boardroom Question
How do we prevent boards from becoming bodies that merely receive management reports rather than genuinely interrogating management? What does an effective and courageous boardroom look like in practice?
3. The Professional’s Role
At what point does professional advice move from merely stating what the law permits to advising what sound governance requires? How should lawyers, auditors, company secretaries, compliance officers and other professionals navigate that distinction without losing objectivity or professional independence?
4. Global Standards, Local Context
How should Nigerian institutions adopt international governance standards without simply importing models that may not reflect local institutional realities? Where should Nigeria adapt global standards, and where should we insist on developing context-specific solutions?
5. The One-Change Question
If you could change one thing about governance in Nigerian institutions tomorrow – not another law, but one behaviour, one institutional practice or one professional attitude – what would it be?
Because if we are serious about closing the governance gap, the ultimate question is not only what the rules should say. It is what we must begin doing differently.
Distinguished panellists, colleagues, and guests, I look forward to a conversation that moves us beyond the language of compliance and toward the deeper questions of institutional integrity, professional responsibility, and effective governance.
Thank you.
- Companies and Allied Matters Act 2020; Financial Reporting Council of Nigeria, Nigerian Code of Corporate Governance 2018 <https://frcnigeria.gov.ng/wp-content/uploads/2025/04/Nigerian-Code-of-Corporate-Governance-2018.pdf> accessed 28 September 2026; Central Bank of Nigeria, Corporate Governance Guidelines for Commercial, Merchant, Non-Interest and Payment Service Banks in Nigeria and Financial Holding Companies in Nigeria (13 July 2023). ↑
- Financial Reporting Council of Nigeria, Nigerian Code of Corporate Governance 2018, Introduction C. ↑
- Central Bank of Nigeria, Corporate Governance Guidelines for Commercial, Merchant, Non-Interest and Payment Service Banks in Nigeria and Financial Holding Companies in Nigeria (13 July 2023). ↑
- OECD, G20/OECD Principles of Corporate Governance 2023 (OECD Publishing 2023). ↑
- Ibid, ch I. ↑
