This thesis investigates the phenomena that underlie corporate governance practices in the Nigerian banking sector (NBS); the purpose is to understand the nature of corporate governance and the factors influencing it. It offers a response to a number of concerns raised about the effectiveness of banks’ corporate governance practices, especially before the consolidation reform and during the 2007-2009 global financial crisis. Culture and leadership are identified as providing the most suitable theoretical framework for this study, and through grounded theory (GT), an empirical study is undertaken to identify the nature of corporate governance practices in banks, the factors that influence such practices and the outcomes of this influence. The GT methodology is used in the following ways: First, a comparative analysis is performed in the open coding stage, based on first and second series of semi-structured interviews and focus group discussions conducted with the executive managers of the 24 quoted banks in Nigeria, officials from the Central Bank of Nigeria (CBN), representatives of the Nigerian Deposit and Insurance Corporation (NDIC), and other stakeholders. The open coding leads to the development of eight open categories, their properties and dimensions based on the responses garnered from the interviews and focus groups. Second, through axial coding, the identified open categories are subsumed into higher categories, and the relationships among these categories are established by means of the paradigm model. The paradigm model provides the basis for the development of a substantive GT. Third, through the selective coding process, based on a third series of semi-structured interviews that identify human action and a lack of leadership as core categories, relationships with other sub-categories are verified, which eventually leads to the presentation of the substantive theory of corporate governance for banks. This theory perceives corporate governance practice in banks to be affected by human actions and a lack of leadership. This substantive theory is then explored in relation to the formal theories of culture and leadership; this offers an understanding of the corporate governance of banks in Nigeria and explains the relevance of the formal theories more clearly. Furthermore, the idea of the social contract in relation to cooperation and trust is presented as a tool with which to address free-rider issues. The use of GT is extended to explore the phenomena underlying corporate governance in the given context, providing a better understanding of the influence of culture and leadership in corporate governance theorising. Finally, this thesis is the first attempt to combine the GT methodology, corporate governance and the theories of culture and leadership, and to offer insight into how to address the identified issues using the social contract strategy through trust and cooperation, making it a useful guide on corporate governance for banks.

The purpose of this research is to carry out an empirical investigation of bank corporate governance regulation in The Gambia. The aim is to determine what contributions, if any, effective governance systems can make to the management of the needs of different stakeholder groups within the financial sector. Through the application of grounded theory methodology this research aims to build a substantive theory of corporate governance regulation within The Gambian banking sector. The substantive theory identified the main phenomena and as such outlined the model of corporate governance currently prevailing in The Gambian banking sector. The grounded theory methodology adopted for this research includes a three stage process of analysing data namely open coding, axial coding and selective coding. Firstly, through the application of comparative method in open coding semi structured interviews and focus groups discussions were conducted with senior bank executives, employees and customers, as well as regulators across The Gambian banking sector. Open coding process enables the development and identification of properties and dimensions. The interviews were informed by survey questionnaires designed to sensitise and gain access to the identified participants and subsequently guided the semi structured interview questionnaires and focus groups that followed. Secondly, through axial coding, the open categories were incorporated into wider categories. The use of the paradigm model establishes the relationship among these categories. This led to the development of the human factor model of bank corporate governance regulation in The Gambian banking system. Finally, selective coding identified the core category through the verification of the second set of semi structured interviews and established its’ relationship with other sub categories. The substantive theory was further explored Categorical Imperative theoretical framework leading to a more formal substantive theory that considers corporate governance issues of financial sector stakeholders. It concluded that there is no consistency between banks when it comes to corporate governance mechanisms and codes partly due to obstacles such as environment, culture and policies. Thus, regulatory compliance and ethics are therefore necessary to serve as a moral compass in the absence of a mandatory regulatory framework. Finally, this thesis also explored the phenomenon of corporate governance, grounded theory and Categorical Imperative in an unexplored context. Thus, providing a new approach to corporate governance understanding to inform and to improve corporate governance practice. The identification of the substantive theory will also help key stakeholders to address the challenges, thus, minimising the risk of bank failures and improve the corporate governance regulation framework in The Gambia. Finally, this research also proposed an ethical code of conduct for The Gambia. The proposed code of conduct will influence future behaviour and subsequently improve the robustness of the banking system.