Corporate Ownership and Control in Victorian Britain

1           Introduction

According to Cahusac and Kanji (2013) mothers are being pushed out from business due to businesses perceiving women as less able and willing to work just as hard as men within the corporate world, in which has been occurring for more than a decade. (Cahusac and Kanji 2013) Cook, and Glass (2014) believes that diverse leaders receive harsh treatment because of the colour of their skin and not by their abilities and skills in which they have. (Cook, and Glass 2014) Therefore the motive of this research is to find out the truth to the narrative, within the Nigeria corporations. Based on the problem indication, the topic of how ethnic and gender diversity impacts the board of today arises. There are 13 discussion chapters within this dissertation. Chapter two discusses the different types of diversity and specifies the two types of diversity in which are to be discussed within this dissertation which are gender and ethnic diversity. Chapter three elaborates Sub-question 1, which is the effect of diversity within Nigerian and African corporations. Chapter four is in regard to management vs ownership, and the issues in which occurred before the todays corporate board was structured in today’s corporations. This enables an insight of how the corporate board of yesterday use to be compared to the corporate boards of today. Chapter five discusses sub-question 2 and 3, in which is regarding the diversity within the corporate boards of today. Chapter six elaborates what the corporate governance framework and code is, the framework/code within the Nigerian corporations and how efficient the framework/code is within developing and non-developing countries. This enables an insight to convey how important the corporate governance framework/code is not only in Nigeria but in other countries that are developed and non-developed. Chapter six also discusses the corporate governance framework within the UK and USA, which enables the reader to see if there is truth to the Nigerian corporate governance framework implementing the UK, USA’s corporate governance framework. Within the seventh chapter, the evolution of today’s corporate board followed by the Nigerian ownership structure is discussed in which states the importance of a good ownership structure, in which also links back to the corporate governance framework and gender and ethnic diversity, because without a good ownership structure diversity and the corporate governance framework may not be affective. Chapter eight discusses the theory behind the Nigerian corporate governance framework and how the Nigerian law in terms of diversity and how the laws impact the Nigerian corporate governance framework. The three types of corporate governance framework are also discussed this is then followed by the challenges which arises within the Nigerian corporate governance framework. Chapter nine discusses the methodology used within this dissertation and how research will be conducted to give the final answer of the research question. Chapter 10, is in regard to the survey questions in which the respondents has answered, which is followed by chapter eleven, which analyses the survey questions. Chapter twelve is the conclusion of the dissertation. There is an effective appendix and references which ends the dissertation.

2   Different types of diversity

2.1: Definition of the different types of diversity

Doris, (2001.) believes that there are different dimensions of diversity, where some are inclusive of sexual orientation which refers to describing an individual’s pattern of romantic, emotional and sexual attraction and an individual’s sense of social and personal identity based on those attractions (Doris, 2001). According to Blackman (2017), age diversity- diverse mind is defined as obtaining the ability to enable and accept the different ages which allow a diverse mind within a business environment. (Blackman, 2017.) According to Feigenbaum (2018), religious diversity is defined as the dynamic religious believes individuals practice, employers and employees should be aware that each employee may have a different religious belief. (Feigenbaum, 2018.)

2.2: Ethnic diversity

The three terms of diversity that were made mentioned above are a few of what diversity is thus, there are many more elements.

This thesis will focus on the two main elements of diversity, which are ethnic and gender diversity. Ethnic diversity is a euphemism for the term race, thus, the real definition is different, and as the term has an emphasis on culture than biology. Therefore, Blackman, (2017) suggests that the term diversity has multiple racial or/and ethnic categories.

Gender diversity

Blackman (2017) stated that gender diversity is defined as an equal ratio of women and men within a workplace. Women generate an approximately 37 percent of the global GDP and Mckinsey (2017) believes that there is around 47.2 percent of women and 52.7 percent of men within the labour force. This indicates that there is a positive ratio in the number of women and men within the workplace, therefore there is a high gender diversity within workplaces (Blackman 2017).

3. Sub-question 1

3.1 Sub-question 1: Has the impact of diversity affect African corporate boards?

Alesina, (2005) believes that ethnic diversity within African corporate boards enables a high level of networking within other African corporations, which improves the corporate performance as corporations become more relevant within the industry which enables a high competitive advantage. Ethnic diversity within the African corporate boards are more likely to adopt an equitable remuneration scheme in which every employee receives a fair reward of employment. Ethnic diversity also enables a better provision and a better inequality framework within the African corporate board. In order for an African corporation to retain diverse customers, corporations must implement gender and ethnic diversity within the corporate board which may lead to a diverse and effective hierarchy which will result to a positive reputation of the corporation (Alesina 2005).

3.2 What is the impact of diversity in Nigerian corporate boards?

Zidafamor, (2016) suggests that Nigerian corporate boards that consist of ethnic and gender diversity has had a significant effect of a positive dynamics of highly skilled professionals working within the corporate board.  Diverse corporate boards enjoy a high bureaucratic leadership system, which creates an increased competitiveness.   Nigerian organizations gain from international labour mobility due to a diverse corporate board and a widen scope of a corporation’s products and services (Zidafamor, 2016).

4. The transition of the corporate boards of today

4.1 Evolution of today’s corporate board

This section will focus on the evolution of today’s corporate boards, by elaborating the issue of ownership and management within corporations.

According to Jerzemowska, (2016) there is a severe conflict between the shareholders and the managers. In which lead to corporation boards of today. This situation exists, even though the shareholders obtained the right and authority to manage a company in terms of voting, annual and general meetings, and embedded a say within the company. The shareholder has the right to dismiss and appoint managers and sell the shares that are owned by them. The main conflict between the managers and ownership includes managers preferring a greater amount of consumption of work. (Jerzemowska,(2016) According to Cheffins, (2000.) managers rather preferred a short-term investment horizon, which leads to managers preferring a less risky investment with a lower financial leverage, which could perhaps decrease the risk of bankruptcy and will avoid the loss of their managerial portfolios and capital. However, there is an assumption that managers increased the size of a company with a risk of harming the interest of the shareholders. There is an indication that prestige and remuneration lead to a positive correlation within the company size thus cause a conflict of interest between the ownership whose main focus was to maximize the value of the shares and the managers who mainly values the expansion within a company.  In the 19th and 20th century organizational, legal, and technological development begun whereby, the influence and power of the stockholders were eroded. This led to professional managers or minority interest controlling large enterprises. In the early 19th century ownership and control were unified, and the number of shareholders were few. Thus, the shareholders were able and attended the corporation meetings, as the shareholders were businessmen, and their vote was very important. (Cheffins, 2000.) Hilt, (2008) believes that at the end of the first quarter of the 19th century, the majority of businesses in every industry were granted articles of incorporation which included information of the company such as the name and address of the firm. Thus, during the 1820’s there was little information on ownership or governance, even though the management of the firms held the most authority (Hilt, 2008). Thus, there is a contradiction, because most large investors were represented on the corporate boards and the managerial voting power was extremely high with an approximately 40 percent of votes being in the hands of the directors. There is an assumption, that there was in fact information regarding ownership within corporations within the 19th century. Moreover, in the early 19th century, before the emergence of railroads, there was a significant separation between the control and ownership. Thus, in the 1820’s corporations were subject to management control, as ownership was diffuse that no group or individual was able to dominate the corporation through stock ownership as most corporations in the dataset have been characterized. Due to the separation of ownership and management, this is how the corporate boards of today begun and developed.

However, there is another view on how the corporate board developed (Hilt, 2008). As according to, Cheffins, (2000), the process of ownership and control evolved in the early 19th century, as corporations had a small number of shareholders, however, the shareholders controlled the board, ran the corporations and selected the directors amongst themselves. Shareholders were enabled to have one vote per person, and directors represented the largest investors. Thus, in the 20th century, the power of the shareholders changed due to power being diffused as stock ownership spread. This lead to shareholders voting for directors without having knowledge of who the nominees were. Internal government structure, a share market that dispersed shareholdings and divided ownership and control, and tendencies to centralize management in full-time administrators and to diminish participation of outside directors in management. As society transformed, the internal government structure reformed, which lead to a change within the share market that resulted to companies growing which resulted to shareholders or the groups of the shareholders having enough shares to dominate the board. (Cheffins, 2000.)

Thus in relation to Cheffins, (2003) between 1880 and 1930, America had an encounter of a corporation revolution which resulted in industries having a diffuse of share ownership, which made the stockholders have sufficient financial funds to participate in the corporate affairs. This evolved to a separation of ownership and control within the largest corporations. The positive aspect of the environmental reconfiguration of managerial function led to an upgrade of capabilities on the managerial aspect. Large corporations had a new era of an increase in sophistication of administration. The new era also led to an increase in the demand for qualified executives. By the 1920’s societies, university training, journals, and consultants who were specialized began to flourish, which led to a transformation of managerial practices. This, therefore, means that the separation of ownership and control was accompanied by an increased number of executives trained to run corporations.

In the UK, shareholders maintained control of corporations however, ownership was separated from control in large corporations in 1911. The main elements of the separation occurred during the voting rights of the shareholders being less powerful, due to the legal protection for the minority of shareholders enabling a separation from ownership and control. For instance, the UK held an investor protection law which enabled shareholders to have less fear of investors seizing financial power, if the shareholders lost control rights of the corporations in order to raise funds. This led to a pervasive separation between control and ownership between the 1930’s and 1970’s within the UK (Cheffins, 2003).

According to Acheson, (2015) and Lam, (2012) in the case of Foss vs Harbottle (1842) the minority shareholders brought a legal action against the directors of the corporation, stating that the directors misapplied the company’s assets and did not mortgage the property of the corporation correctly. The judge rejected the shareholders because when a company is wrong due to the directors, the company has the only right to sue. Reason being is that the legal aspects of the company law state, a company has a legal entity which is separate from its shareholders.

The case of Foss vs Harbottle strengthened the authority of directors and by 1862, the power of the shareholders became less.

The viewpoint on how the term corporate board transformed as stated above, states a contradiction, as the case of Foss vs Harbottle (1842) conveyed that the separations between ownership and management occurred between shareholders and the directors within the board in 1842, because there were directors in place within the corporation’s therefore, is an assumption that there was a separation from ownership and management around the late 1800’s. (Acheson,2012; Lam, 2012).

According to Andrew, (2017) a new form of employee ownership took place in the 1980’s, based on the employee stock which an ownership plan was created by the government. This enabled employees to own shares of the company. The share distributions in 1980 were based on the individual subscriptions or were financed by the corporation’s profits. The ownership enabled employees to have a say and participate in the corporate governance and how the profits of the company would be used for. An alternative form in which employees were able to gain ownership was by shares directly which was acquired by subscriptions. Employee ownership conversions happened in the late 1980’s and 1999’s and held a stronger authority in the early 2000’s. The development of employee ownership happened after World War II, as large corporations offered guarantees of long-term employment, social benefits, and carer progression.

This dissertation has considered the different directions of how the term corporate board began in America and in the UK, which lead to Nigeria following the same concept of how corporate board are being functioned. Both aspects have stated that it developed from the separation of ownership and management. The next section will elaborate on how the term corporate board began in the United Kingdom and in the USA (Andrew, 2017).

5 Sub-question 2 and Sub-question 3.

5.1 Sub-question 2: Is there Ethnic diversity in today’s corporate boards?

Cook and Glass (2014) stated that research shows that the diversity within the board is low and the racial minority of CEO’s are treated as ‘token leaders.’ Meaning, racial leaders are perceived as less inferior, as they often receive less assistance and support from the board, as the board views them as ‘token leaders’ less competent, less successful and intelligent. These results to token leaders’ keeping a low profile. (Cook and Glass, 2014.) Thus, Cohen, Gabriel and Terrell (2002) believes that in the prospective of the health care industry, enabling a diverse healthcare workforce helps expand the care access for research within the neglected areas of the societal need. In today’s economy, there is an increase of diversity, this leads to the minority populations increasing, much faster than the white population. In today’s economy, the white population grew by 9 percent, while the minority population grew by 55 percent. (Gabriel and Terrell, 2002.) Bear Rahman, and Post, (2010) suggested that since diversity is increasing within the health sector, there is an argument that medically trained executives are able to take management roles within the health care systems and to play a part to the government efforts which contain the important health care issues. (Bear Rahman, and Post, 2010). Marc (2008) stated that there are many studies in which the focus is mainly on the racial ratio between whites and blacks, neglecting the other elements of diversity within a workplace. Therefore, the number of immigrants within a population should be considered when concluding on lack of diversity within a workplace. Thus, research conveys that whites that live closer to minority groups has an increased racial prejudice and hostility. This type of threat arises from an increased percentage of minority populations within white neighbourhoods which is seen a political or economic competition, which then effects the minorities within a workplace (Marc, 2008).

5.2 Sub-question 3:  Is there gender diversity in today’s corporate boards?

According to Cook and Glass, (2014) women corporate leaders lead to a stronger governance policy within a business, therefore women and minority directors have a higher chance of being appointed based on linked network ties to other company ties and not on skills and knowledge (Cook and Glass, 2014). Thus, Cahusac, and Kanji (2013.) suggests, research shows that over one third of women in the UK do not return back to work after birthing their first child. Thus, less than 10 percent of first time mothers work full time between their child’s births. Women are treated harshly within the work place during and after their pregnancy, companies downgrade women which makes most companies gendered cultured. Companies contribute to mothers leaving form their work place. This has concluded to the organizational culture indirectly believing and stating that if a woman cannot mimic a successful man, there is no place for them within the business. This has led to women attaining less senior positions than men in the UK. The British society views the harsh treatment as acceptable. The belief of the British society is that it is ok for women to suffer occupational downgrading which concludes to women being pushed to work part time rather than full time. Interviews conducted within the article states that the interviewees wanted to resume back to work after birth, however companies pushed them out (Cahusac, and Kanji 2013). However, Claringbould, and Knoppers, (2007) states that research conducted conveys that the higher the business position, the lower the percentage of women, and lack of diversity within the board is due to the organizational culture. Companies in each industry are aware of the lack of diversity, within the board and has begun to address the issue, as there has been continuous reports regarding the low level of diversity within the boards in top firms. Thus, there has been little attention to non-profit companies as there is a high level of ethnic diversity within the board, however the level of women within the board is low. Thus, from viewing companies within the sports industry, diversity within the board in terms of the percentage of women is high, due to the policy of businesses in most sports industry, obtains a policy of ensuing enough women within the board. In terms of the subordinate groups, the group is mainly dominated by women, as women are views as being better than men in coaching the youth. An interview has been conducted regarding the life and career choices and the strategies women and men use. Results shows that male board members use various strategies to enable social homogeneity in a position or occupation (Claringbould and Knoppers, 2007).

On the other hand, Erhardt, (2003) stated that a survey has been conducted based upon 1735 surveys within 30 companies which analysis how women of colour are being treated and their working experience within a business, businesses face a challenge in terms of diversity within the workforce. 75% of fortune 500 companies stated that there have been diversity programs which has been implemented. Approximately two thirds of companies set annual target goals for hiring or promotion of women of colour (Erhardt, 2003).

To address diversity issues there needs to be an awareness of lack of diversity. However, the framework of dealing with diversity within the board needs to address that lack of diversity begun with discrimination, history and powerful institutional and social justice. Claringbould, and Knoppers, (2007) states that there is an examination of the transition from a professional worker to a stay at home mother. Women ended their highly paid job, in order to stay at home with their family. Working mothers were not able to show their full capacity within their jobs as they struggled to redefine who they are. Companies were not flexible with women who had children, which lead to women not being able to cope with their working hours. Mothers who were examined wanted to work, however could afford childcare thus, rather did their work at home, but their employer didn’t enable the request. 26 mothers in London who had left their professional positions were interviewed. The interview conveyed that mothers working in the same job is restricted after becoming a mother. For instance, picking up their children from school at a particular time. (Claringbould, and Knoppers, 2007). Jerzemowska, (2016) viewpoint in regard to women on the board is that, women on the board enhances the company’s reputation, which leads to a better CSR within the board, as CSR influences a company’s rating which leads to a successful business.  Data which had been collected within the fortune 2009 worlds most admired business, and within 64 industries were given a survey within 689 companies in terms of innovation, people management, and use of corporate assets, social responsibility, and quality of management, financial soundness, and long-term investment. Results shows that there are not enough women on the board, because minority group members are often considered tokens, this leads to the minority group finding it difficult to voice their opinions and be heard. If the number of women on the board increases, the communication barriers will become down and the minority voice becomes more assertive. If the number of female directors increases the companies CSR will also increase, suggesting that the contributions women bring to the board in this area are more likely to be considered by the board when the group diversity dynamics move away from tokenism to normality (Jerzemowska, 2016).

To conclude, according to Carter, and D’Souza, (2007) the responsibility of corporate boards is to govern and oversee the overall directors and functions of the business. Therefore, the board should address the concerns of the diversity within the board. Ethnic and women minorities must have an equitable opportunity to serve within the upper management and on the board positions. American businesses of today are enabling the progress. There has been an increase of diversity within the corporate boards within the fortune 500. In 2003, there were 13.6% of diversity within the board thus, in 2005 there were 14.7% of diversity within the board. Today 16% of directors are women and 15% of directors are now minorities within the top 200 companies there is also 162 black directors within the 200 top businesses of today. This indicates that businesses are transforming for the better as the economic case in terms of a diverse board is that a board diversity causes a profitable business and a value for shareholders (Carter, and D’Souza, 2007).

6        The corporate governance framework

6.1 Definition of the corporate governance framework

According to Lawyers, (2013) the defined term of the corporate governance framework encompasses every aspect of management from the internal controls, to the action plans, corporate disclosures and performance measurements. The corporate governance code involves balancing the interest of a firm’s stakeholders, management, shareholders, suppliers, and financiers.

6.2 Corporate governance framework in developed and non-developed countries.

According to Surbhi, (2015)   a developed country is defined as obtaining an adequate rate of industrialization. The poverty and unemployment rate are Low, the standard of living is also considered as high. Thus, in regard to non-developed countries, the rate of low per capita income and industrialization is slow. The poverty and unemployment rate are high while the standard of living is also considered as low.

According to Doidgea, Karolyib, and Stulz, (2007) that most companies within the developing countries find the corporate governance framework important due to the influence of the costs that businesses incur to bond themselves to good governance. The advantage of a good corporate governance framework reduces the businesses cost of funds to the extent that the investors expect the business to be well governed after the funds have been raised. This results to the importance of businesses committing itself credibly to a higher-quality governance. However, in non-developed countries, the corporate governance framework could be unavailable or intensely expensive in countries with poor economic, poor state investor protection or/and a poor financial development. For instance, a business within a non-developing country may not be unable to commit to credible external verification of its income disclosures if the necessary infrastructure for such verification is not available. There is a possibility that the benefit of the corporate governance framework is beneficial for capital markets on better terms. Thus, the benefit of the framework has a low value to businesses in a country with a poor financial development, as the businesses obtains less capitalization from the capital markets and therefore will gain less from any governance related reduction of the cost of funds. Consequently, there is a high chance of businesses in countries with a low economic growth having an optimal to invest less within the corporate governance framework and the rights of minority shareholders will be mostly persistent at the country level rather than the business level.

6.3 The theory of the corporate governance framework in Nigeria

According to Quadri, (2010) The Nigerian corporate governance code was created based on the unitary board structure from the UK and US. Marshall, (2015) suggests that this was due to the financial scandals such as Enron which occurred in the UK and the HealthSouth scandal in the USA.  The scandals proved that the need for a good corporate governance framework is essential as it disables such scandals from occurring. Teingo, (2006) has stated that the national committee of Nigeria reviewed and updated a new Corporate governance code by 2016, to ensure a higher standard of transparency and good corporate governance, as there has previously been a weak corporate governance framework which led to a weakness within the internal control of most of the companies in Nigeria. There are three different Nigerian Corporate Governance framework which will be discussed, the three different corporate governance frameworks are for listed and public companies, private and non-for-profit companies.

6.4 The corporate governance framework within the USA and United Kingdom.

According to Ali, and Kulik, (2013). The Corporate governance framework within companies in the UK and USA is important, as it is the way in which a company polices itself. Corporate governance is known and used within the UK and USA as it instates its own policies, customers, and laws which should be abided by. According to Dictionary, (2018) corporate governance is to increase a company’s accountability to avoid disasters before it occurs.  The management vs ownership conflict in which occurred in the UK and USA businesses, helped shaped the Corporate Governance framework as the separation between each duty within the board in a business is identified, and states that the board holds the highest authority. (Dictionary, 2018) According to Ali and Kulik. (2013) the Corporate governance code is to also guide the board on the directions regarding diversity, for instance, in Spain and France, the Corporate Governance code states that there should be 40% of women on the board. Thus, Hicks, (2018) believes that smaller businesses are exempted from certain provisions within the code, and since the Corporate Governance Code, is not required by law to abide by in the UK, therefore, it is not fundamental for businesses to follow the Corporate codes in the United Kingdom, providing the fact that the businesses not following the code, provides a valid reason why.

According to Bolten, (2016.) The corporate governance framework consists five main principles. The first principle is leadership, this aspect suggests that the corporate board should be headed effectively to encourage the long term of the success of the company. The chairman is responsible for the leadership of the board; therefore, the chairman should ensure the effectiveness of all the aspects of its role. The non-executive directors should help develop proposals on strategy and constructively challenge strategies.  Each board should consist of an audit committee composed of non-executive directors. The second principle is effectiveness which the framework states that the committees and board should consist of an appropriate balance of experience, skills, independence and knowledge of the company to enable them to discharge their respective responsibilities and duties effectively. Also, all the directors should be allocated a sufficient time to discharge their duties within the business. All the directors should also be given an induction on joining the board and receive a regular update to refresh their knowledge and skills. Section three is accountability which refers to the board being balanced, fair, understandable and present assessment of the businesses prospects and position. The corporate board should apply and maintain a sound internal control system and a sound risk management. The fourth principle within the UK corporate governance code is remuneration, this aspect consists of how the Executive directors should be remunerated, and directors should not decide or be involved of their own remuneration. Hicks (2018) suggests that there should be a design of how the board should promote the long-term success of the company. The last principle is relations with shareholders. This is in relation to a dialogue being held with the shareholders which should be established on the mutual understanding of the corporate board objectives. Thus, the corporate board has a responsibility to ensure the satisfactory dialogue with shareholders takes place. General meetings should be used within the corporate board to communicate with the investors and to encourage their participation.

According to Bolten (2016) the Business Roundtable is based on the following eight core principles. The first key principle is that the American corporate board should approve of their corporate strategies which are intended to build a sustainable long-term value. The American corporate board should also select a CEO in which will oversee the businesses long term growth, manage the risks, and to set the principles for an ethical conduct. Principle number two is in regard to how the management implements and develops a business strategy, operates the company’s business under the corporate board’s oversight, with the purpose of producing a sustainable long-term value creation. The third core principle within the USA corporate governance code states that the management, beneath the oversight of the audit committee and corporate board should create financial statements in which can fairly present the company’s financial condition and results of operations and to also create disclosures to investors as the investors would need to assess the business and financial soundness and risks of the business. The fourth key principle is that the audit committee of the board should manage and retain the relationship with the outside auditor. The audit committee should also oversee the business’s internal controls over the financial reporting, annual financial statement audit and oversees the businesses compliance programs and risk management. The firth core principle includes that the corporate governance committee of the corporate board playing a leadership role   in order to shape the corporate governance within the business. The corporate governance committee should also strive to build and engage a diverse corporate board, as business needs a composition of an appropriate strategy, and a succession plan. The sixth essential element of the corporate governance code is that the compensation committee of the corporate board should be able to develop an executive compensation philosophy, oversee and adopt an implementation of a compensation policy in which will   fit within its philosophy, designs compensation. A package for the CEO and senior management should also be implemented to incentivize the establishment of a long-term value and develop a goal for performance-based compensation in which will support the businesses long-term value creation strategy. The seventh key principle states that the management and corporate board should engage with the long-term shareholder on concerns and issues that are of widespread interest to them and that affect the company’s long-term value creation. The Shareholders that engage with the management and corporate board in a manner that may affect the businesses strategies or decision making are to encourage to disclose an appropriate identifying information and to accept some accountability in regard to the long-term interests of the business and its shareholders as a whole. Part of this accountability shareholders should acknowledge that the corporate board must frequently weigh both long-term and short-term uses of the capital when deciding how to allot it in a way that is most advantageous to shareholders and to build a long-term   value. The last key principle within the USA corporate governance code is how the decision making in terms of the corporate board should be considered as the corporate board should consider all the interests of all of the business’s constituencies, which includes the stakeholders such as employees, suppliers, customers, and the community surrounding the business, doing so contributes in a meaningful and direct way to building a long-term value creation. (Bolten, 2016.)

6.5 The theory behind the UK, USA Corporate Governance framework

According to Council (2016) The UK Corporate governance framework and the financial aspect of the corporate governance framework which is also known as the Cadbury Report was published in December 1992 by the final report of the Committee on the Financial Aspects of Corporate Governance. The committee was chaired by Sir Adrian Cadbury.  Thus, the committee was constituted in 1991 in the UK, after a large company in the UK called Polly Peck went insolvent after years creating false financial reports. Therefore, the corporate governance framework was initially created to prevent financial fraud, when the BCCI Robert Maxwell fraud scandals took place, the Cadbury’s report was expanded to corporate governance generally.

The corporate governance framework contained several recommendations to raise standards in corporate governance. The committee reviewed the aspects of the corporate governance relating to financial reporting and accountability. The corporate governance framework was created due to the major business scandals which was associated with governance failures within the UK. Thus, Cadbury emphasised that “one size fits all”. Does not exist, therefore the corporate governance framework was appended to the Listing Rules of the London Stock Exchange in 1994. It is not necessary for companies to comply with the corporate governance framework, but companies must explain to the stock market why the corporate board does not comply with the framework. (Council 2016.)

7 The corporate board of today

7.1 Evolution of today’s corporate board

The theory of the USA corporate governance framework continuously evolved within the last several decades. The evolution of the USA corporate governance framework has been partly discussed within section 5.1 Evolution of today’s corporate board. There is an insinuation that the evaluation within todays corporate boards correlates to how the corporate governance framework within the USA begun.

Jackson, and Personalpolitik, (2010.) Within the 1960’s and 1970’s in the USA, there was a correlation of weak owners and strong managers, and the ownership within businesses became dispersed within the early 1930s. This resulted to a separation of ownership and control. Owners were giving power to managers which is also known as an agency problem. Within the 1980’s share ownership remained the dominant form. Individuals were not actively committed in corporate governance. Thus, by 1970, the shareholder proposals within the businesses within the USA mounted to approximately 200. The collapse and crisis of Enron sparked a re-examination and wide-ranging of corporate governance within the USA. In relation of the U.S. corporate governance framework, crisis which occurred in Enron disclosed the fact that the different aspects of the framework were not functioning together in a complementary fashion and the limits or weaknesses in the effectiveness of each aspect potentially undermined other Shareholders within business. (Jackson, and Personalpolitik, 2010.)

Dimon, (2018) believes that the corporate governance framework within the United States was created by a company called the Business Roundtable, which is an association of CEO’s within the America’s leading businesses which works to promote an expansion of opportunity for all Americans through a sound public policy. The corporate governance framework has not been a static system. Thus, there has been a minority of legal reforms to the formal system. The evolution of the corporate governance framework has been dynamic, due to the formal structure shields firms from the economic changes in within the markets. However, the slow progression within the ownership patterns starting in the 1970s and 1980s created a modernized market for corporate control. This thereby led to further changes in the structures of executive compensation, and boards. (Dimon, 2018)

 7.2 Ownership structure within Nigerian corporations

According to Aganga. (2016) the Nigerian corporate governance framework and the Nigerian ownership structure within the Nigerian businesses are considered to have a strong correlation, as one of the main objective of the Nigerian corporate governance framework is to promote a successful board which leads to a successful board structure. Obtaining a successful board structure results to how the ownership structure within businesses is being formed. This suggests that the corporate governance framework is the key to a successful corporate governance framework. There are two main ownership structures that are common within the Nigerian businesses.  The first ownership structure is called diffuse versus concentrated ownership structure. This type of structure is provided within the incipient conceptual framework in which the theory of diffuse ownership is based. Businesses perceive diffuseness within ownership as undermining the job of profit development as a guide to resource allotment since it could render owners impotent to constrain the professional managers. The individual shareholder’s belief under the diffuse versus concentrated ownership structure, argues that the ownership structure creates a weak supervisory role.  The versus concentrated ownership structure, encourages managers and owners to engage in shirking in which leads to very poor energies and performance on other indulgencies and tasks rather than monitoring the managers within the business. Large businesses are often characterized the diffuse versus concentrated ownership structure, as the ownership structure separates control from ownership from businesses decisions.

The second ownership structure is known as the foreign ownership structure. This type of structure is encompassed with all forms of private foreign investment. This type of structure confers ownership and control over a bundle of resources within a foreign country. The package mainly consists of financial capital, disembodied or embodied technology, expertise. The foreign ownership structure has a positive effect on firm performance. Thus, foreign ownership structures may lead to an equity ownership by managers which can lead to a weak financial performance, because managers that has a large ownership stakes can be powerful which may result to the managers not considering the interest of other shareholders.  (Aganga 2016)

8        Nigerian Laws and the Corporate Governance code on diversity

8.1 Theory of the Nigerian corporate governance code

To achieve the objective of this dissertation, the state of diversity within the Nigerian corporate governance code and laws will be thoroughly discussed.

According to Quadri, (2010) The Nigerian Corporate Governance code is a framework in which companies should comply with. Thus, the failure of the Corporate Governance code stems from the culture of corruption. This means that since most Nigerian firms lacks the law of enforcement capacity, the enforcement of the Corporate Governance code within firms is not possible.

8.2  Public and listed companies

According to Aganga, (2016) In terms of diversity within the Corporate Governance code for public companies, under the section of 28.3 (f)- part d relationship with other stakeholders: The board should annually report on issues of the number and diversity of staff within the annual report. This states that public and listed companies should include the diversity of each staff such as the ratio of women and men within the board within the annual report.

In section 4.1 in Composition and Structure of the Board: A business should ensure that there is a diverse experience without compromising availability, independence of members to attend meetings.  This states that public companies should obtain directors that have enough experience within the board and have members of the board to attend meetings. (Aganga, 2016)

8.3 Private companies

Aganga, (2016) has stated that within the section of the board structure and composition in 5.1 in the Corporate Governance code for private companies: The board should be of a sufficient size to ensure diversity of gender and experience without compromising integrity. This section of the Corporate Governance code regards to private companies ensuring that the board is an appropriate size which enables enough diversity without disabling the board principles of morals and/or ethics.

In regard to the section of the board structure and composition in 5.23, and in section the disclosures section number 33.3 b: Private companies should sustain a policy based on gender diversity and the policy should include a measurable objective of achieving gender diversity within the board and the progress in achieving the policy which should be in accordance to the diversity section within the annual report. This aspect of the Corporate Governance code insinuates that private companies should have a policy on gender diversity that should include a strategic plan of how the company will achieve their objective.

In the section of the Sustainability Issues in number 32f: The number and diversity of employees should be mentioned in the annual report. This means that every annual report should include the ratio between women and men within the board. (Aganga, 2016)

8.4  Not for profit companies

Aganga, (2016) believes that within section 6.3- conflicts with founders or leaders: A non-profit company should apply principles of diversity. This section states that a non-for-profit company should consist of principles in regard to diversity. (Aganga, 2016)

8.5 Comparison

Quadri, (2010) has stated that the Nigerian Corporate Governance framework, is based upon the US and UK Corporate Governance framework. Therefore, there should be a comparison to convey if there is truth to the statement. (Quadri, 2010)

Council, (2016) states that within the UK Corporate Governance code, there is a big section on gender and ethnic diversity. For instance, within the UK Corporate Governance code in section 3 in Preface: there should be ethnic and gender diversity within the corporate board within business, as it encourages different approaches and experience which enables an effective relationship with the key stakeholders. (Council, 2016)

According to Bolten, (2016.) the US Corporate Governance code, under the section of Board Composition:  the American corporate board should consist of ethnic and gender diversity, as diversity within the board enables an effective oversight within the functions of the business. In comparison to the Nigerian Corporate Governance code, there are no mention regarding ethnic diversity. This suggests that the Nigerian Corporate Governance code has ignored the fact that ethnic diversity within the board is essential. (Bolten, 2016.)

8.6 Nigerian gender and ethnic diversity law

Olokooba, (2016) states that the main gender diversity law has been disabled as the Nigerian senate voted out the gender and equality opportunity legislation. The main objective of the legislation was to enable gender diversity within the workplace and on the board. (Olokooba, 2016) According to Ukraine, (2016.) within ethnic diversity, Chapter 4 of the Nigerian constitutional law states that discrimination of ethnic diversity must be prohibited within the workplace and within the corporate board. (Ukraine, 2016.) According to Olokooba, (2016). The Nigerian Corporate Governance code is not mandatory within businesses thus, the Nigerian law restricts gender diversity, and then perhaps the governmental aspect of Nigeria, has been affected by the historical thoughts of lack of gender diversity within the board. (Olokooba, 2016)

8.7 Challenges in the Nigerian Corporate Governance framework

Berglof, and Claessens, (2006) states that a good Corporate Governance is a framework that governs the corporation by achieving corporate objectives. A good Corporate Governance enables a business to prioritize organisational objectives and to achieve a good corporate performance. (Berglof, and Claessens, 2006)

Miko and Kamardin (2016) has stated that in Nigeria there is one major challenge of Corporate Governance within corporations. The major Corporate Governance challenge is that there is an inefficient and inadequate regulatory code and legalization in Nigeria. Meaning that the legal enforcement and regulatory framework are weak due to corruption, because majority of the laws within Nigeria are not being abided by, instead the laws are being ignored as corporations believe that the laws are not beneficial for their individual needs and the needs of the corporation. This leads to a weak Corporate Governance within corporations. The Nigerian laws do not support the Corporate Governance framework, leaving majority of the corporations to act as they wish rejecting the Corporate Governance framework. Nigeria today is a country whereby the ruling elites have minimum respect for the laws of the land and the Corporate Governance code. Rather than obeying the laws, politicians such as the governors and senators peddle their political influence and connections to violate the procedures and control mechanisms.  (Miko and Kamardin 2016)

Miko and Kamardin (2016) suggest that the Nigerian Corporate Governance framework within mechanisms reminds weak as business owners and politicians are closely linked and are dependent on each other for patronage and bribes, as politicians need the power of large corporation’s wealth to consolidate their hold on power. Business owners also need politicians for large local government contracts (the government contracts generate millions of Naira, and thousands of dollars.) and patronage, as business owners rely on politicians for protection to avoid paying taxes, criminal investigations, and prosecution for their corrupt practice and tax evasions.

Due to the corruption, the Corporate Governance framework is mathematically impossible to succeed within corporations, unless the corporations do not tolerant corruption within their internal control, which is almost impossible to state that there are corporations in Nigeria that are not ran by corruption. (Miko and Kamardin 2016).

9          Methodology

9.1         Research Philosophy

According to Saunders and Thornhil. (2012) within this methodology, understanding the research philosophy enables a reflection of the philosophical choices which results to adopting the appropriate philosophical choice that relates to the thesis. There are two approaches of a research philosophy which are ontology and epistemology. Each approach gives an important difference which influences the way in which an individual think regarding the research process.  The ontology is concerned with nature of reality, which relates to the thoughts of researchers regarding the way in which the world operates. Within the first aspect of the ontology there is objectivism, meaning that objectivism is the position that social entities exist. The second aspect is subjectivism which is social phenomena which are developed from the consequent and perceptions of the social actors that are concerned with their existence. Epistemology is what acceptable knowledge within a field of study is. A researcher who believes that data on resources are needed are potentially viewed as a natural scientist. Thus, a researcher believes that data collected contain a minimum amount of bias and therefore more objective. However, a researcher places less authority within data being collected by the ‘feelings’ which means conducting a personal interview place is not affective within this aspect. (Saunders and Thornhil. 2012) Thus, according to Creswell, (2005) and Dudovskiy, (2011). The ontology philosophy assumption is defined as individuals having a different perspective in particular areas, and certain ideas, thus there is just one reality. This means that there is one truth based on data collected from individual’s perspective, which relates to this dissertation, this also indicates that the graphs used while analysing the survey respondents is identified as one truth, and the opinion of the respondents is known as the variables (Creswell, 2005; Dudovskiy, 2011).

Saunders and Thornhil. (2012) believes that within the research philosophy, there are three philosophical positions. The first position is positivism which reflects a philosophical stance of the natural scientist. Within this position an individual works with an observable social reality. Within the research strategy, an individual should solely use theories which develops a hypothesis while collecting data. The hypotheses developed should be confirmed and tested in part or whole or refuted which leads to a further development within the theory which can perhaps be tested by a further research. The positivist researcher is likely to use a

 Methodology that is highly structured which enables a facilitate replication. The second philosophical position is realism this links to a scientific enquiry. Realism conveys the reality is the truth, and that there is an existence of objects which are independent of an individual’s mind. Realism within the philosophy is that within an independent of the mind, there is a reality. Therefore, realism is opposed to idealism. Within the epistemology, realism is a branch which in terms of positivism, it is similar in regard to assuming a scientific approach to the development of knowledge. There are two types of realism, the first type is direct realism which is what an individual perceives, is what the individual gets. Meaning what a person’s experience through their senses portrays the world accurately. The second is critical realism. Critical realists believe that what an individual experience are sensations, and the picture of the things in the real world, are not the things directly.  (Saunders and Thornhil. 2012) The third position interpretative, which according to Chumney, (2015) an interpretative is grouped into two categories, social science, and social justice. Social science theories are shaped by how a researcher views a problem and interprets the data. Thus, social justice is defined as theories having a goal of addressing problems or calling for a change within a context of a particular social issue. Thus, the interpretative position emphasises on the difference between conducting research among individuals rather than objects such as computers and trucks. This dissertation will focus on using the interpretative position, within this position, this thesis will focus on the aspect of social science because this thesis is commissioned to answer the topic question which is ‘What is the impact of diversity on corporate boards of today?’ this will be accomplished by viewing the problem in which has occurred and interpreting the survey results. (Chumney 2015)

9.2            Research approach

Saunders and Thornhil. (2009) believes that, there are three research approaches which are deduction, abduction and induction. Deduction is in relation to the development of a theory in which is subjected to a rigorous test. A deduction research approach within the natural sciences, where laws present the basis of explanation, enabled the anticipation of a phenomena, predict their occurrence and therefore permit them to be controlled. As noted earlier, deduction owes much to what we would think of as scientific research. There are five stages in which the deductive research progresses which are as follows: stage one:  deducing a hypothesis. Stage two is indicating how the variables or concepts should be to be measured. This leads to a relationship between two specific variables or concepts. Stage three consist of testing the operational hypothesis which includes one or perhaps more of the strategies. Stage four is regarding an examination of an outcome of the inquiry which confirms the theory. The last stage is important if an individual want to modify the theory within the light of the findings. An abductive approach is when there is a large amount of information within one context within a dissertation and becomes less within the context in which an individual is researching. This enables an individual to modify an existing theory. (Saunders and Thornhil. 2009)

Saunders and Thornhil. (2009) The induction research approach is an approach whereby an individual goes to a shop floor to interview supervisors and employees regarding their experience of working at the store. The main objective of the interview is to be able to have knowledge of what is going on at the store and to understand a problem which arises at the store. Once the interview is over, the researcher would then to understand and analyse the data collected regarding the interview conducted.  The analysis would then be the formulation of a theory. Upon the analyzation, the researcher may end up with the same theory, thus the researcher may have taken the production of the theory using an inductive approach. (Saunders and Thornhil. 2009) Thus this dissertation will use an inductive approach as according to Thomas. D.R., (2003.) An inductive approach for analysing qualitative analysis will be used to condense the information after the survey has been conducted into a summary format to establish a clear research objective and summary of the findings from the new data. The inductive approach creates a set procedure to analyse qualitative data in which can produce a valid and reliable finding. (Thomas. D.R., 2003.)

9.3         Methodological choice

According to Saunders and Thornhil. (2012) quantitative, qualitative or multi mixed method should be considered within the methodological choices. Using a quantitative analysis is when a n individual uses an official published data. Thus, the use of qualitative research method is to explore perceptions. Thus, within the mixed method research, the use of qualitative and quantitative research could be used unequally or equally. This may lead to the priority given to either qualitative or quantitative research could vary, this results to the methodology having a supporting or a dominant role, which depends on what the researcher is trying to achieve regarding the purpose of the research. The prioritisation perhaps can reflect expectations of those who the research project is commissioned for such as the researchers or individual’s manager.  Thus, the direction of the dissertation or research within an emergent design could determine the relative priority of each methodology depending on how the research process ‘unfolds’. The purpose and objective of the dissertation or research could emphasise the use and prioritisation of qualitative research. However, the complete aim of the dissertation or research could perhaps emphasise the dominance of either the qualitatiive or quantitative research. The dissertation or research project and approach could lead to an equal use of qualitative and quantitative research methods. Thus, an inductive approach within the dissertation or research project could implement a theoretical concept. Building a theory could also lead to an emphasis of a qualitative method.

Also suggests that the use of a multiple method research design could perhaps use an inductive or deductive approach and is likely to combine both. For instance, qualitative or quantitative research could be used to examine a theoretical propositions or proposition, this can be followed by a further qualitative or quantitative research to develop a richer theoretical perspective. The use of a theoretical perspective can be used to provide a direction for the research or dissention.  Therefore, the theory can be implemented to provide a focus for the dissertation or research and to limit its scope. Therefore, the use of using more than analytical procedure and data collection technique to answer a research question is known as multiple methods. Thus, using either a qualitative or quantitative research is known as a mono method. (Saunders and Thornhil. 2012) Within this dissertation, the use of a mono method qualitative will be used, as according to Lewins, (2012.) and (Flipp 2011.) questions produced within qualitative research are concerned with the way individuals within society visions certain elements, and it also explores the meaning of individual experiences within an issue and/or case. Qualitative research is used to explore and not to predict individual’s viewpoints. (Lewins, 2012. and Flipp, 2011.)

9.4         Strategy

Saunders and Thornhil. (2012) Believes that the nature of an individual’s dissertation will be either descriptive, explanatory, exploratory or a mixture of all. This is to ensure a coherence within an individual’s dissertation. The first is a descriptive study, which enables an examination on an object of descriptive research which will gain an accurate profile of persons, situation and events. An individual should have a clear picture regarding the phenomenon. An individual should also have a clear picture of what needs to be collected in terms of data which should be accomplished prior to the collection of data However, if an individual’s dissertation utilises a description research, it is likely to be a precursor to explanation. Meaning that the study within the dissertation will be a descripto-explanatory study. The second study is in regard to an explanatory study, the study should establish a relationship between variables which may be termed as an explanatory research. The main emphasis is regarding the examination on a problem which is enabling to elaborate the relationships between variables. Thirdly is an exploratory study which is a valuable in which means that an individual or researcher asks open questions in order to discover what is occurring and to gain an insight regarding a topic of interest. The advantage of an exploratory study is that it helps an individual clarify an understating to a particular problem.  There is different way to implement an exploratory research, which includes an exploration of literature, interviewing experts in a particular subject, and creating an in depth individual interview or implanting a focus group interview.  The disadvantage of an exploratory study is that the interviews are likely to be unstructured and only rely on the contributions from the participations who help to guide the subsequent stage of a research. (Saunders and Thornhil. 2012) Thus, according to Robert (2001.) an Explanatory’s research main forces are on the discovery of an idea. It is most commonly used to define company issues thus; the exploratory research is not used to offer a final solution to an existing problem as this type of research is conducted to study a problem that has not been clearly defined. (Robert, 2001.) Fluid (2014) has stated that exploratory research generates qualitative information and an interpretative type of framework. Exploratory research is an oriental idea of the phenomena in which an individual can observe. The exploratory research is used within this thesis to define theories (Fluid, 2014) The use of the exploratory research within this dissertation is to conduct an exploration of implementing a survey which are to be answered by directors, CEO and chairman within corporate boards (which the experts.) within a particular subject which is diversity within the corporate board.

According to Saunders and Thornhil. (2012) the research strategy (ies) is linked to the research philosophy and to the qualitative or quantitative, or multiple methods research methodologies. As the research strategy is defined as a plan of how an individual or researcher will answer the research question or dissertation topic. For instance, the research strategy within this dissertation will answer the topic of ‘the impact of diversity on corporate boards of today.’ The research strategy is also known as the methodological link between the philosophy and subsequent choice of methods which is to be collected and analysed.

There are nine research strategies which are experiment, Survey, Archival Research, Case Study, Ethnography, Action Research, Grounded Theory, and Narrative Inquiry.

Survey and Archival Research strategies are linked to a quantitative research design. Case Study, Ethnography are in relation to a mixed design, qualitative or quantitative research, or a mixture of both research. Case Study, Ethnography, Action Research, Grounded Theory, and Narrative Inquiry strategies are related exclusively or principally to a qualitative research design.

Experiment

Saunders and Thornhil. (2012) suggests that the experiment strategy within a dissertation, the strategy is in relation to natural science and it features within psychological research, which is a laboratory-based research, as the term experiment is perceived as a ‘gold standard’ which is against the rigour of other strategies which is assessed. The purpose and aim of the use of an experiment is to study and examine the chances of a change within an independent variable which causes a change in another, dependent variable. Thus, using an experiment uses predictions which is known as a hypothesis, rather than research questions. Reason being is that a researcher or an individual anticipates whether a relationship will exist between the variables.  There are two types of

Hypothesis which are formulated in a standard experiment. The first hypothesis is known as the null hypothesis and the second is called the alternative hypothesis.

The null hypothesis is enabling to predict a significant relationship or difference between the variables. For instance, if a company decides to conduct a customer service training within a clothing company, the null hypothesis would predict that there the customer service training would not result to an improvement in the user’s satisfaction feedback. However, the alternative hypothesis would convey that there would be an improvement within the user’s satisfaction feedback, as the alternative hypothesis is able to predict the relationship or difference between the variables. Within an experiment, the null hypothesis is examined statistically. The probability of there being no statistical difference is greater than a prescribed value. This leads to the null hypothesis being accepted while the alternative hypothesis is rejected. Thus, if the probability is equal or less than to the prescribed value, there is an indication that the alternative hypothesis is highly likely to be true.  (Saunders and Thornhil. 2012).

Archival research

Saunders and Thornhil. (2012) suggests that the archival research strategy uses documents and administrative records as the main source of data. Any research that uses data in which is contained within an administrative record is inevitably secondary data analysis. Reason being is that the data are originally collected for a different purpose within the administration of a business. Thus, the data are used within the archival research strategy as it is analysed due to it being a   product of day-to-day activities. The archival research strategy is a part of a reality which is studied rather than having been collected originally as data for research purposes. An archival research strategy enables a research question(s) which focuses on the changes and past over time which is to be answered. The archival research strategy can be explanatory, descriptive or exploratory. However, the ability of an individual to answer such questions can be inevitably constrained by the nature of the administrative documents and records. If these records exist, it can perhaps not contain precise information which is needed to answer the research question(s) or meet the objectives. (Saunders and Thornhil. 2012)

Case study

Saunders and Thornhil. (2012) states that a case study within a dissertation, is enabled to explore a phenomenon or a research topic within its context, or within a real-life context. A case study is also enabled to highlight the importance of a context. The case study is an exact opposite of an experimental because within a cause study the contextual variables are highly controlled as it is perceived as a threat to the final result.  The case study strategy is limited to understating and exploring the context by the amount of variables for which data can be collected. The type of questions within a case study usually beings with ‘how?’ ‘why?’ and ‘what? For this reason, a case study is used within an exploratory and explanatory research. The cause study uses some qualitative or quantitative methods. Thus, in terms of collecting and analysing data a mixed method of both qualitative and quantitative methods is used. Consequently, if a case study strategy is being used, an individual would need to use a triangulate multiple source of data. A Triangulation means using a source of different data collection techniques within one study which is to ensure that the data are stating what a individual thinks. (Saunders and Thornhil. 2012)

Ethnography

According to Saunders and Thornhil. (2012) Ethnography Is in relation to a study group which relates to a qualitative research strategy. An Ethnographer are interested in studying individuals in groups who can interact with each other and share the same space. The study group can be within a work group, in a society or a business. There are three types of Ethnographers. The first is a realist ethnographer has a belief of a factual reporting and believes in objectivity. The Ethnographer reports on a situation which is observed through data or facts regarding routines, processes, structures, customs, symbols, norms and practices. This type of reporting uses quantitative data from observations. The second is an Interpretive ethnography which focuses on a subjective impression than on objectivity, as the interpretive ethnographer has a belief on in the likelihood of multiple meanings rather than being able to identify a single, true meaning. The third is a critical ethnographer which uses an advocacy role within their work to enable a change. A research or an individual can perhaps adopt a bounded or constrained version of critical ethnography which explores the impact of a problematic issue within a work group or business

With a perception to advocate an external or internal change. Such issue may be concerned with decision-making, governance, promotion and reward, strategy, involvement and communication, regulation, organisational treatment and procedures, etc. (Saunders and Thornhil. 2012)

Action Research

Saunders and Thornhil. (2012) suggests that Action Research is defined as an iterative process and emergent of an inquiry in which is designed to develop a solution to a real business problem through collaborative and participative approach. The action research strategy is able to use different forms of knowledge which can lead to implications for participants and the business beyond the research project. The aim and purpose of using an action research strategy is to promote learning within a business to produce practical outcomes which is done through planning actions, evaluating action, and identifying issues. The action research strategy usually consecrates on ‘addressing worthwhile practical purposes’.  (Saunders and Thornhil. 2012)

Grounded Theory

Saunders and Thornhil (2012) has stated that the term grounded theory is referred to a method of inquiry, the result of a research process, and a methodological approach. The grounded theory also concerned with the analytic procedures, and data collection techniques. The theory was created as an answer to the ‘extreme positivism’ of much social research at that time. Within positivism, the reality is perceived as existing externally and independently. Positivism is linked to research within the natural sciences, as there is a belief that the social research should use a different philosophy. The grounded theory was also created to as a procedure to examine, and explain the meanings that social actors form to make sense of their everyday experiences in particular situations. A Grounded Theory strategy can be used to discover an extensive range of management and business issues.  An inductive approach is used within the grounded theory, the theory moves between deduction and induction.  An individual using this theory analyses and collects data the researcher collects and analyses data concurrently, developing analytical codes as this can emerge from the data in order to rearrange the data into categories. (Saunders and Thornhil. 2012)

Narrative inquiry

Saunders and Thornhil. (2012) states that a narrative inquiry is known as a story or a personal account which explains a sequence of events. The term narrative is the distinction which is to be drawn between its specific meaning and general meaning. A qualitative research interview predictably involves a participant in storytelling. The term narrative is also applied generally to describe the outcome or nature of a qualitative interview. As a research strategy, however, a narrative Inquiry has a more specific meaning and purpose. A Narrative Inquiry conserves chronological connection and the sequencing of events as told by the participant, this is to enrich understanding and aid analysis. A narrative researcher is enabled to triangulate, contrast or/and compare the narratives of the narrators. A narrative can be defined as an account of knowledge that is informed in a sequenced way, indicating a flow of connected events that, taken jointly, are significant for the narrator and which shows meaning to the researcher. Within a narrative inquiry, the participant is the narrator, and the researcher adopts a role of a listener facilitating the process of narration. (Saunders and Thornhil. 2012)

Surveys

According to Saunders and Thornhil. (2012) a survey strategy is mainly lined with a deductive research approach. The common questions begin with ‘how many’, ‘where’, ‘what’, ‘how much’ and ‘who’. This therefore is used for a descriptive and exploratory research. Surveys that uses a questionnaire enable a standardised data from a sizeable population in a highly economical way, the perception of the use of surveys are authoritative by individuals in general, and the use of surveys are easy to understand and evaporate. The use of a survey strategy enables a collection of a quantitative data which can be analyse quantitatively using inferential and descriptive statistics. Data collected using a survey strategy can be used to suggest possible reasons for specific relationships between variables, in which creates models of these relationships. The use of a survey strategy enables more control over the research process. (Saunders and Thornhil. 2012) According to Kelley, (2003) surveys produce valuable data such as real-world observations and can produce a large amount of data to deliver a result. Surveys enable an individual to know the motivation of the survey respondents and by knowing what is important to them. (Kelley,2003) DeFranzo, S.E, (2012). Believes that the use of surveys is important as it will enable an unbiased approach. This therefore insinuates that this dissertation will focus solely on surveys, as according to Kanji, and Cahusac (2015.) survey respondents usually gives honest answers regarding how they were treated by corporations, and did not feel intimidated to speak the truth, as surveys do not consist of a face to face interview, therefore the survey respondents were able to speak the truth anonymously.

9.5         Time horizon

Saunders and Thornhil (2012) believes that when designing research within a dissertation, choosing a time horizon is essential, as an individual should know if the research should be a snapshot that is taken at a specific time or if there will be a series of snapshots and be a representation of events within a certain period. Thus, will depend on the induvial research question. There are two types of time horizon which are Cross-sectional studies and longitudinal. (Saunders and Thornhil. 2012)

Cross-sectional

Saunders and Thornhil. (2012) suggests a cross- sectional study employs the survey strategy as it seeks to explain the incidence of a phenomenon. The study uses multiple research or qualitative strategy. Using the cross- sectional study enables studies based on interviews conducted over a certain time period. This type of study also provides a measurement of control over the variables that are being studied. This dissertation uses a cross- sectional study strategy as the main qualitative strategy is the use of surveys. (Saunders and Thornhil. 2012)

Longitudinal

Saunders and Thornhil (2012) believes that a longitudinal study are regarding the capacity to examine a development and change. This type of study enables control over some of the variables being studied.  (Saunders and Thornhil. 2012)

9.6         Sample Size and Sampling Technique

Tongco, (2007.) believes that purposive sampling is known as a selective or subjective sampling it is a non-probability sampling in which researchers rely on their own judgment in terms of choosing individuals within a population to participate in their study. A purposive sampling method requires a researcher to have prior knowledge regarding the purpose of their studies to correctly approach and choose eligible participants. Researchers use purposive sampling to access a particular subset of individuals as all participants of a study are selected due to the fact that they fit a particular profile.  (Tongco, 2007.)  In regards to the sample size technique, there are 30 survey respondents in which according to  Brook (2018)and Nulty (2008) 30 responses is enable to give reliable results, in which is effective as there were 5 respondents per each company, which resulted to 6 Nigerian corporate boards answering the survey questions. The companies were a range of private ltd, public limited, non for profit companies, in which was affective and avoided biasedness as there were a range of businesses in which are in different industry sectors. As technology advances on a regular basis, the variety of methods that are enabled to conduct a qualitative data analysis increases. Thus, within this dissertation, the use of a Nivivo software and Microsoft Excel is used to utilize the data of the survey responses. Brown, Baldy. And Oppenheimer (1990) and Nvivo (2018) suggests that an NVivo software is a qualitative data analysis computer software package. The software was implemented by a company known as QSR International, which was created to analyse qualitative research whereby coding stripes are produced to be visible within the margins of documents. A majority of social science researchers do not have the expertise to create an informed assessment of the different software choices, however, the decisions in which are imbedded can be based on colleagues’ recommendations. In regard to Microsoft excel, Dube (2015) stated that the use of pie charts in Microsoft excel are used to convey the number of a large category in which are taken by a smaller sub-category. Bar and column charts within Microsoft excel, are used to compare categorized data for one data set, or perhaps compare categorized data across multiple data sets. The use of pie, Bar and column charts were used to create the survey respondent answers, which were easier to analyse.

10       Analysing the survey questions

10.1 Question sections

The survey questions are split into three sections in which the first section, from questions one to five is the demographic questions, questions from six to thirteen are diversity within the corporate board and from question fourteen to eighteen are the Nigerian corporate governance code.

10.2 demographic questions

G (2014) stated that demographic questions within surveys, enables to help conclude on factors that could influence a respondent’s choice of feedback. Meaning that collecting this information from this survey enables the answers from the respondents to be split into a certain group which shows how the groups vary with their answers (Refer Appendix 1).

The age and gender of the respondents can perhaps alter the way that they answer the survey questions, as a director that is much younger could think differently from a much older director, also a director that is a female may have experienced a much harsher treatment compared to a male director.

The ethnicity question provides a contrast in terms of comparing the respondent’s answers from different cultural or racial backgrounds.  The ethnicity question perhaps can be a precarious question; therefore, the not applicable answer is a part of the question.

The level of education and years of experience of a respondent can affect the answer in which they give to certain questions within the survey as the respondents may have a different opinion on the topics. For instance, a director that holds a PhD qualification and has 10 years of experience may have a different approach, and thoughts compared to a director that holds a master’s degree qualification that holds 2 years of experience.

Within section 6.4 (The corporate governance framework within the USA and United Kingdom.) there is a section that states that the chairman is the leader of the corporate board. The non-executive directors develop the proposals on strategy and constructively challenge strategies.  Each board should consist of an audit committee composed of non-executive directors. This indicates that the main aim of the demographic questions within surveys, is to find out how qualified the directors are and how their age and years of experience impacts their view on diversity within the corporate board. (G 2014)

10.3 Diversity within the corporate board

Within section 4.1 in the literature review Alesina, (2005) believes that diversity within corporate boards enables a high level of networking within other African corporations, Cook, and Glass (2014) stated, research shows that the diversity within the board is low and the racial minority of CEO’s are treated as ‘token leaders.’ Meaning, racial leaders are perceived as less inferior, as they often receive less assistance and support from the board, as the board views them as ‘token leaders’ less competent, less successful and intelligent. These results to token leaders’ keeping a low profile. (Cook, and Glass2014.) Within section 4.2 and 5.1 in the literature review, Zidafamor, (2016) believes that diversity within the corporate board resulted to a dynamic skilled professional. Meaning that diversity within the Nigerian corporate board gives a business a competitive advantage. The diversity within the corporate boards section of the survey questions has an aim to see how the answer of the respondents perceive diversity within the corporate board and workplace. And to analyse how the minority leaders and women within corporate boards are being treated, therefore the diversity within corporate board section of the survey questions are as follows: (Refer Appendix 2)

11       The Nigerian corporate governance code

11.1     Corporate governance framework/code

According to Quadri, (2010) within The Nigerian 7.1 in the literature review, the corporate governance code is a framework in which businesses should comply with as the framework help govern the corporate board. Therefore, each member of the corporate board should have knowledge of the corporate governance framework. Within section 8.2 of the literature review, Miko and Kamardin (2016) stated that businesses tend to hold a relationship with the local government which results to the local governments giving businesses contracts, thus the politicians such as the governors and senators peddle their political influence and connections to violate the procedures and control mechanisms.  Within section 7 of the literature review, each corporate governance framework mentions the importance of diversity and how it should be addressed within the annual report or within the business. (Aganga, 2016) In regard to the Nigerian corporate governance code section within the survey questions, the answers of the respondents will convey if the corporate governance code is being abided by, and if there is truth to what the literature review has stated regarding the corporate governance framework, therefore the survey questions that are asked are as follows: (Refer Appendix 3)

12 Survey question analysis

This chapter will be based upon Observing patterns and highlighting the similarities and differences of the data and to reach a conclusion. Reason being is this chapter will use the methodology approaches which were made mentioned within chapter 9.

Question 1:

Within question one, the pie chart conveys that there are 47% of females and 53% male directors within the Nigerian corporate board. This indicates that there are more males than females within the corporate board, which indicates that there is a 6% difference between the gender groups, which concludes that there is a high value to gender diversity within Nigerian corporate board. Mckinsey (2017) believes that a business enabling an even ration between female and male employees allows a business to thrive and to reach the goals of the business effectively.

Question 2:

The bar chart shows that majority of the directors within the Nigerian corporate board are between the ages of 37-42 years of age. Thus, the similarities within the chart shows that the ages between 49-54 and 31-36 are the third most common age range within the corporate board. This indicates that there is a frequency of directors aged from 49-54, 31-42, and 37-42 years of age. This is a positive correlation as according to Blackman (2017) enabling age diversity on the board can improve a firm performance.

Question 3:

Within this section, there is a high amount of Black or African American directors within the Nigerian corporate boards, in which has resulted to the corporate boards, not enabling ethnic diversity. Thus, there is a similar and low amount of Naïve America/ American Indian and white directors within the corporate board. Cook, and Glass (2014) has suggested that diverse leaders are treated harshly within the corporate board. There can be an indication that there reason to such a high amount of one ethnic category is due to other diverse leaders being treated harshly.

Question 4:

Question 5:

In regard to question 4 and 5, majority of the directors have gained 10-14 years of experience, in which is similar to the 15-19 year of experience category. Thus, within question 5, majority of the directors obtained a master’s degree, and there is a similar number of directors in which obtained a professional and bachelor’s degree.

Jerzemowska, (2016.) believes that gaining more than 10 years of experience within a company and directors obtaining any form of degree in which relates to the industry in which they work in, is important because directors are able to contribute more to the decisions within the board.

Question 6:

Within question number 6, the graph shows that there was a large number of respondents that did not answer the question. Thus, the first largest category are the respondents   in which stated it is important/ok However, when analysing the respondents that stated their own opinion, the words diversity, board importance performance, etc was made mentioned frequently. This indicates that the respondents who stated their own opinion, found diversity very important within a corporate board.

Question 7:

Within question 7, the graph conveys that 17% of the respondents did not answer the question, 10% disagreed and stated their opinion, while none of the respondents stated no. Thus, 43% of respondents stated yes. Thus, there was a frequency of the words yes from the respondents, which also resulted to majority of the  Nigerian corporate board agreeing to women corporate leaders enabling a positive governance policy within a business.

Question 8:

In regards to question 8, the graph portrays that majority of the respondents answered yes to the company in which they work in enabling a diverse workplace, and the second largest answer was no. Thus, the most frequent words used within this question are company and yes. This perhaps indicates that the respondents who stated their own opinion mainly stated yes.

Question 9

Within question 9, the graph shows that most of the directors stated no, to the question. Thus, the respondents that stated yes agreed to the question and gave an opinion had a positive approach to answering the question. However, the first graph conveys the same length of respondents that agreed/disagreed to the question. The respondents in which stated their own opinion, stated the words African, yes and diversity often, in which also indicates that majority of the respondents agreed to the question.

Question 10

 

The graph above shows that a large proportion of the respondents stated no to the survey question. Thus, the second largest answered category are the respondents in which agreed and stated their own opinion. Thus, the respondents that stated yes to the question was very low.  Thus, the frequency of the words in which the respondents stated, which were yes. This means that majority of the respondents agreed than disagreed

Question 11

 

  In regard to this question, the graph conveys a large number of respondents stating no, meaning that the success of the company is not due to diversity. This shows that perhaps diversity is important within the board, but it does not lead to diversity. Thus, the second largest respondents stated yes. Thus, since within question the majority of the respondents stated yes to women within the board leading to a stronger governance policy within a business, diversity within the board is still important.

Question 12

In regard to this question, there is a large percentage of respondents that has stated yes and stated their own opinion to what the corporate governance framework/code is. The most frequent word used when the respondents stated their opinion was “corporate.” “business.” and “yes.” Thus, a high number of respondents stated no to having knowledge regarding the corporate governance framework/code.

Question 13

In regards to this question, a high proportion of respondents did not answer the question thus, majority of the respondents stated yes, this indicates that the corporate governance framework/code enables the Nigerian corporate board to achieve their objectives. The respondents in which stated their own opinion, stated similar words such as yes. This again conveys that the respondents agree to the survey question.

Question 14

Within this question, there is a large number of respondents in which stated that the company doesn’t have a policy based on gender. This states that the Nigerian corporate board does not follow the aspect of enabling a policy based on gender within the Nigerian corporate governance framework. The second largest number of respondents stated yes to the answer thus, the respondents that agreed and stated their own opinion stated the same words such as “yes” “Diversity.” Etc. 

Question 15

In terms to this question a high amount of respondents stated no to the question meaning that the Nigerian corporate board again does not follow the corporate governance framework/code. Thus, the respondents in which stated yes and said their own opinion frequently stated the word “yes.” Within their answer. This indicates even though a large number of respondents stated no to the question, a large amount of respondent answered yes to the question. Meaning that some corporate boards do follow the Nigerian corporate governance framework.

Question 16

Within question number 16, the graph shows that a high number of respondents stated yes to the question, and the respondents that agreed and stated their own opinion, used the word “yes.” Very often, this indicates that diverse directors are treated fairly within the Nigerian corporate board.  Thus, the second largest category was no, which also indicates that some of the Nigerian corporate diverse leaders do not receive the same treatment.

Question 17

 

In regards to question 17, a large portion of the respondents did not state an answer, perhaps the respondents thoughts were positive to the question, as the question stated that if the answer is no, the respondent could explain. The most frequent words used within the respondent’s answer was answer better, etc. This indicates that perhaps directors are treated better within the Nigerian corporate board in which reflects question 16, as majority of the respondents stated yes to the question which means, the diverse leaders are treated better within the corporate board.

13 Conclusion

As a conclusion, majority of the Nigerian corporate boards place a high value to gender diversity, meaning that the Nigerian corporations, places a high value to female corporate leaders as they do for the male corporate leaders. Thus, in terms of the corporate governance framework/codes, the Nigerian corporate boards do not acknowledge the requirements of abiding by the framework/codes, this has resulted to a high number of the Nigerian corporations not following the diversity policies. Thus, the Nigerian corporations not abiding to the Nigerian framework/code is now irrelevant, as the framework states that there should be ethnic and gender diversity. However, the graphs convey that the Nigeria corporations places a higher value to the diverse leaders within the corporate board, even though there is not a high percentage of diverse leaders within the Nigerian corporate board. This also indicates that the argument of lack of diversity within the board is not relevant within the Nigerian corporations.

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