It has become a worldwide dictum that the quality of corporate governance makes an important difference to the soundness and unsoundness of banks. Broadly speaking, corporate governance refers to the extent to which companies are run in an open and honest manner. Sanusi (2003). Thus, effective corporate governance practice incorporates transparency, openness, accurate reporting and compliance with statutory regulations among others. Historically, antecedents indicate that financial crisis is a direct consequence of lack of good corporate governance in banks; invariably one of the sources of instability in the banking sector is lack or inadequate practice of corporate governance. Wherever a power is exercised to direct, control and regulates activities that affect people, there is need for good exercise of such power. For corporate entities, particularly public liability companies, the exercise of power over the enterprise’s direction, the supervision and control of executive actions, concern for the effects of the enterprise on other parties and especially the environment, the acceptance of a fiduciary duty to be accountable, constitute the quintessential of corporate governance. The banking distress of the last decades has posed many challenges to corporate governance in banking industry. Bank distress can be associated to lack or avoidance of code of ethics and professionalism.  Odozi (2007) expound this posting that, “Ethics, like, corporate governance, transparency and accountability, etc, is a cliché that has been abused and misused”. The failure of banks in Nigeria, as elsewhere, has been largely due, not merely to inadequate corporate governance or leadership, but to a failure of professional ethics as manifested in numerous instances of creative accounting practices, professional’s insensitive internal control and risk management position being seriously compromised or even colluding with fraudster. Financial scandals around the world and the recent collapse of major corporate institution in the USA has brought to the fore, once again the need for the practice of good corporate governance, which is a system of managing the affairs of corporations with a view to increasing shareholders’ value and meeting the expectations of other stake – holders.

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