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Louis Osemeke


The interest in researching corporate governance in the broader context continues unabated. The research in this area continues to be dominated by test of agency theory in advanced capitalist economies. Few researches are seen in developing countries like Nigeria. Though there have been calls for new theories to be tested in the field of corporate governance, only few have been tested, predominantly stakeholder and resource dependence theories (Barkema and Gomez-Mejia, 1998). This paper departs from previous literature in two ways. First, it tests the identity theory. Second, it uses the case study drawing empirical data from Nigeria, an emerging economy from a developing capital market to provide insights into the corporate governance mechanisms. This study explores appropriate framework and principles governing the duties and obligations of directors, auditors and secretaries. This is crucial because there is increased reliance by the stakeholders on the three actors (directors, auditors and secretaries) as it concern corporate governance both regionally and internationally. Therefore, an exploratory case study was carried out to explore the level of development of corporate governance mechanism in developing economies like Nigeria. Despite the huge challenges, issues and bottlenecks hampering good corporate governance, the study finds growth in the number of directorships, auditors and secretaries of listed companies. Also, the study reveals the code governing the responsibilities of directors; auditors and secretaries have not produced the desired result pertaining to accountability, transparency and good corporate financial reporting. Thus this adds to the body of knowledge by contributing to the corporate governance system in developing countries.

Keywords: Corporate governance, the Security and Exchange Commission (SEC) code of corporate governance, directorships, auditors, secretaries, Nigeria

How to cite this paper: Osemeke, L. (2014). Directors, auditors and secretaries roles and corporate governance system: Identity theory perspectives. Corporate Ownership & Control, 12(1-6), 543-556.