Research Journal of Finance and Accounting www.iiste.org ISSN 2222-1697 (Paper) ISSN 2222-2847 (Online) Vol.7, No.4, 2016 35 Corporate Governance Attributes, Firm Performance and Directors’ Remuneration Omoye, A. S. (PhD, ACA) * Ogiedu, K. O. (PhD, FCA) Department of Accounting, University of Benin, P.M.B. 1154, Benin City, Nigeria Abstract This study investigated corporate governance attributes, firm performance and directors’ remuneration as evidenced by quoted firms on the Nigerian Stock Exchange. The specific objectives examined: the effect and relationship between Board size, Board independence, director ownership, chief executive officer (CEO) Duality, Audit Committee Independence, firm performance and firm size with directors’ remuneration.In view of this, 100 firms were selected using stratified purposive sampling technique. Data were collected Historical data on the dependent and independent variables were extracted from the financial statements and accounts of the sampled firms over the period of 5 years from 2008-.2012, employing the Panel Least Square regression statistical instrument employed This study found that board size, firm performance and firm size has significant effect on directors remuneration, while, board independence, ownership structure, CEO duality and Audit committee have no significant (negative) relationship with directors remuneration. Conclusively, good corporate governance is crucial in assessment and fixing of directors remuneration and resolving the agency problems. Keywords: Corporate Governance, Board Size, Firm Performance, Firm Size, Directors’ Remuneration. 1. Introduction Corporate governance is principally on the structure of relationship within an organisation which is directed at best practice in the overall interest of the firm and its dispersed stakeholders. Jerab (2011) opines that corporate governance has many benefits and effects; it creates more open, transparent society, corruption prevention, rule of law with fairness and order and promoting ethical wealth creation. The strategy for addressing the challenges of corporate governance has taken various forms at both the national and International levels and has culminated in initiatives such as: the OECD Code; the Cadbury Report; the Basel Committee Guidelines on Corporate Governance; the King’s Report of South Africa. In a bid to improve corporate governance in Nigeria, the Securities and Exchange Commission (SEC), in pursuance of its regulatory and supervisory role over the securities of public companies in Nigeria vested in it by Section 13 of the Investment and Securities Act, 2007, inaugurated a National Committee in September, 2008 to review the 2003 Code of Corporate Governance for Public Companies. The objective was to identify and address the weaknesses in the 2003 Code with a view to improving the mechanism for the enforceability of the Code and recommend ways of effecting greater compliance. Corporate governance is a system by which firms are governed and controlled with a view to increasing shareholder value and meeting the expectations of the other stakeholders (CBN, 2006) corporate governance is the ability of boards of directors to combine leadership with control and effectiveness with accountability that will primarily determine how well companies meet society's expectations (Cadbury report, 1993). Directors of a company are the essential fulcrum upon which the management of companies rest. The roles, duties and importance of Company directors are well documented in the Nigerian Companies and Allied Matters Act, 2004. The high remuneration received by directors’ of corporate bodies have been questioned as to if such remuneration are justified by the underlying economic performance of the company in question. These debates have tended to focus on four areas: the overall level of directors’ remuneration and the role of share options, the suitability of performance measures linking directors’ remuneration with performance, corporate size, the role played by the remuneration committee in the setting of directors’ remuneration and the influence that shareholders are able to exercise on directors’ remuneration (Rashidah, 2004). The debate on executive directors’ remuneration has been driven by the view that some directors, and especially those directors in the banking sector, are being overpaid to the detriment of the shareholders, other employees, and the company as a whole. The need for the practice of good corporate governance is therefore not only necessary but could be defeated when directors remunerations are not questioned Most studies on corporate governance and director remuneration were conducted in developed countries. To the best of our knowledge, existing studies in Nigeria have produced little or no clear consensus on the relationship between corporate governance attributes, corporate financial performance and directors’ remuneration. The thrust of this study therefore is to investigate the relationship among corporate governance, firm performance and directors’ remuneration. 2. Literature Review Concept of Directors Remuneration A director is referred to as the professional manager, in this regards his judgment may not be the best amongst alternatives, as he cannot represent the shareholders and impartially sit in judgment of himself (Wallace & Zinkin,