EXAMINING THE ROLE OF BOARD OF DIRECTORS IN CORPORATE GOVERNANCE

This study was based on Examining the Role of Board of Directors in Corporate Governance .Nigeria Breweries Plc was studied. The main objective of this study is to check whether board of directors play some roles in corporate governance. Other specific objectives are to check whether the role played by board of directors in corporate governance create long term business value to their organization, to ascertain whether ethical climate created by board of directors through upholding the code of corporate governance results to improved performance, to determine whether board of directors’ misconducts committed through abuse of principles of good corporate governance results to failure of their organization and to evaluate whether board of directors’ contributions to strategy and risk management affect the growth of their company. The population size was 500.The sample size was determined using Taro-Yamene’s Formular and it was 222.The actual sample size based on those that completed and returned their questionnaires was 210.The research design was survey and descriptive in nature. A structured questionnaire was designed and used to elicit information from the respondents. The use of structured questionnaire(research instrument) was necessitated by the fact that it generates high response rate and it has ability to reduce incidence of bias. A random sampling technique was adopted so as to allow all respondents actual chance of participating in the study.. The data obtained through the use of research instrument were analyzed using frequency and percentage. The hypotheses were tested using chi-square(X2). The major findings established were that board of directors play significant role in corporate governance,the roles played by board of directors in corporate governance create long term business value to their organization, ethical climate created by the board of directors through upholding of the code of corporate governance results to improved performance ,board of directors’ misconducts committed through abuse of principles of good corporate governance result to failure of their organization, and board of directors’ contributions to strategy formulation and risk management affect the growth of their organization. The extant literature and analysis and interpretation of data show that board of directors have major role to play in corporate governance. It is the role of the board to create a good ethical climate and institute corporate governance principles for smooth running of the organization. The board members should lead by example so that the others will follow. Based on the above one can safely conclude that board of directors has relevant roles to play in entrenching good corporate governance culture in their organization. Based on the conclusions drawn, the following recommendations were offered: to reduce ethical misconduct disasters in organizations good corporate governance principles should be vigorously instituted by organizations, organizations should from time to time organize ethical programmes at all levels, there is need for the board of directors to create good ethical climate and the board of directors should at all time bring those who acted unethically to book without bias.