The juxtaposition of success and failure of corporate governance procedures: The interplay between rules and practice

The paper aims to explore a multiplicity of corporate governance issues in the narrow purview of different corporate governance systems and procedures across jurisdictional contexts. It shows a correlation between proper implementation of rules and procedures in a corporation for determining the success or failure of corporations. The paper also posits that however robust internal corporate rules and procedures are, the recent experiences have demonstrated that the fate of corporation could also be dictated beyond the remit of individual corporations by extraneous factors such as globalisation. This was vividly underscored by the recent global financial crisis (2008-2010) and its devastating consequences on well-managed corporation worldwide. The author has structured the paper into two parts – part one and part two. Part one is designed to explore the dynamics of corporate governance in fostering the success or failure of corporations. In part two, the paper examines the interplay between rules and practices in the context of two corporate governance examples –MTN in Uganda and the defunct BCCI (1991) in the UK in corporate success or failure. The former underscores a correlation between effective corporate governance mechanisms in fostering corporate success, whereas the latter underscores how the practice of overlooking corporate rules and procedures could trigger catastrophic consequences for corporations. The paper also tries to tease out how poor corporate governance could be exploited for criminal purposes. This was underscored in the case of the BCCI. The last part underscores how two distinctive corporate governance approaches in MTN (Uganda) and defunct BCCI could proffer a lesson for change of modern corporate governance systems and procedures.

The paper was written by way of a comparative analysis of different corporate governance approaches in different jurisdictions and their different implications for the success or failure of corporations. It has examined recent corporate scandals with a view to delineate how lax governance procedures and lack robust oversight of corporation could have played in precipitating conditions for criminal exploitation.

The findings of the paper clearly demonstrate a close correlation between good corporate governance and corporate success. It also correlates how lack of robust corporate governance procedures could provide an environment for exploitation of corporation by executives who may have criminal inclination. The lax corporate environment can also be exploited by criminals to perpetuate other forms of criminal activities such as money laundering and fraud.

The paper was largely undertaken by the analysis of secondary data sources. Because there were no interviews carried to corroborate the foregoing data, it is possible that some of it could have been biased. Undertaking interviews would have mitigated the potential for bias and infused the paper with first-hand experiences from different stakeholders

The paper underscores how two distinctive corporate governance approaches gleaned in the context of MTN (Uganda) and defunct BCCI (1991) could proffer different approaches for a change in modern corporate governance systems and procedures.

The paper has demonstrated that lack of proper corporate governance procedures and oversight could provide a recipe for criminal exploitation to perpetuate crimes such as money laundering in a corporation. This could have far-reaching implications not only for individuals corporations but also local communities in form of job losses), governments and markets.

The originality of this paper is manifested that there are no comparable studies undertaken in its purview. It is, therefore, a must-read for both academic and policy purposes.