Institutional Governance

Corporate Governance in Africa, authored by Victor Ediagbonya, Senior Lecturer in Law at the University of Brighton, addresses a pressing but underexplored problem in African banking. The book examines the failure of corporate governance frameworks to protect the interests of stakeholders such as employees and customers when banks collapse. It argues that Nigeria and South Africa have adopted the Anglo-Saxon corporate governance model from the United Kingdom, a model designed around shareholder primacy and premised on the existence of strong legal institutions and active financial markets.

Victor Ediagbonya’s Corporate Governance in Africa advances a compelling, context-sensitive critique of the transplantation of the Anglo-Saxon, shareholder-centric corporate governance model into African banking systems, particularly Nigeria and South Africa, and proposes a tailored alternative: the Functional Stakeholder Model (‘FSM’). The book’s thesis is straightforward yet significant: corporate governance “best practice” from developed economies performs unevenly when exported to jurisdictions with different institutional realities; banking sectors in countries marked by institutional voids, weak legal enforcement, insider dominated ownership, underdeveloped capital markets, and systemic corruption, require frameworks that are explicitly designed to recognise and protect a broader set of stakeholders beyond shareholders.

The Anglo-Saxon corporate governance model practised by most African countries traditionally seeks to protect only the shareholders as the residual owners of an enterprise. (Ngwu, Osuji and Stephen, 2017). The engagement and protection of the interests of various other stakeholders have become an important corporate governance discourse in academia as well as in practice. Given the complexity of the African business environment, the importance of effective stakeholder management cannot be overemphasised and has been a topical issue in recent times. Dr Victor Ediagbonya’s book “Corporate Governance in Africa” presents a transformative exposition of stakeholder management issues in Africa’s banking sector with key references to Nigeria and South Africa.

Victor Ediagbonya’s Corporate Governance in Africa offers a thoughtful and carefully structured engagement with one of the most persistent challenges in African corporate governance: the continued prevalence of governance failures despite the widespread adoption of sophisticated legal and regulatory frameworks. Rather than attributing these failures solely to doctrinal gaps, the book invites a deeper examination of the institutional environments within which corporate governance operates, particularly in the banking sector.

The Functional Stakeholder Model represents a significant and original contribution to contemporary corporate governance discourse in Africa. The book succeeds in reframing how corporate governance can be conceptualised and implemented in institutionally challenging contexts, offering a compelling alternative to governance transplantation narratives. By grounding its analysis in African regulatory realities, the book provides a strong foundation for ongoing scholarship and policy engagement. It is therefore strongly recommended to scholars of corporate governance, banking regulation, and African development, as well as practitioners and policymakers seeking context-sensitive approaches to governance reform.

This paper provides a comprehensive scholarly and evaluative overview of Victor Ediagbonya’s Corporate Governance in Africa, highlighting its central arguments, methodological strengths, theoretical contributions, and significance as an important contribution to knowledge in corporate governance, banking regulation, and African political economy.

This book is an excellent contribution to the analysis of corporate governance frameworks from emerging countries. It analyses a timely issue of corporate governance in the banking industry of two African countries, Nigeria and South Africa, with some of the largest economies based on gross domestic product (see the introduction). The banking sector in Africa is a sector of significant growth, although significantly concentrated. McKinsey insights points out that ‘performance in Africa’s banking system is driven by a diverse mix of markets, each with its own unique strategies and challenges.

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