Accounting Project Topics

Corporate Governance and Financial Performance of Banks: A Study of Listed Banks in Nigeria

Corporate Governance and Financial Performance of Banks A Study of Listed Banks in Nigeria

Corporate Governance and Financial Performance of Banks: A Study of Listed Banks in Nigeria

Chapter One

Objectives of Study

Generally, this study seeks to explore the relationship between internal corporate governance structures and firm financial performance in the Nigerian banking industry. However, it is set to achieve the following specific objectives:

  • To examine the relationship between board size and financial performance of banks in Nigeria.
  • To find out if there is a significant difference in the financial performance of banks with foreign directors and banks without foreign directors in Nigeria
  • To appraise the effect of the proportion of non-executive directors on the financial performance of banks in
  • To investigate  if there  is  any significant  relationship  between  directors‟ equity  interest and the financial performance of banks in Nigeria
  • To empirically determine if there is any significant relationship between the level of corporate governance disclosure and the financial performance of banks in Nigeria
  • To investigate if there is any significant difference between the profitability of the healthy banks and the rescued banks in Nigeria.




This chapter presents a review of related literatures under the following headings:

  • The Historical Overview of Corporate Governance.
  • Corporate Governance of Banks
  • Elements of Corporate Governance in Banks
  • Corporate Governance Mechanisms
  • Linkage Between Corporate Governance and Firm Performance
  • The Role of Internal Corporate Governance Mechanisms in Organisational Performance
  • Regulatory Environment
  • Governance Standards and Principles around the World
  • Corporate Governance and the Current Crisis in Nigerian Banks
  • The Current Global Financial Crisis
  • Previous Empirical Studies on Corporate Governance and Performance
  • The Perspective of Banking Sectors in Nigeria
  • State of Corporate Governance in Nigerian Banks
  • Corporate Governance and Theoretical

What is Corporate Governance?

Corporate governance is a uniquely complex and multi-faceted subject. Devoid of a unified or systematic theory, its paradigm, diagnosis and solutions lie in multidisciplinary fields i.e. economics, accountancy, finance among others (Cadbury, 2002). As such it is essential that a comprehensive framework be codified in the accounting framework of any organization. In any organization, corporate governance is one of the key factors that determine the health of the system and its ability to survive economic shocks. The health of the organization depends on the underlying soundness of its individual components and the connections between them.

According to Morck, Shleifer and Vishny (1989), among the main factors that support the stability  of  any  country‟s  financial  system  include:  good  corporate  governance;  effective marketing discipline; strong prudential regulation and supervision; accurate and reliable accounting financial reporting systems; a sound disclosure regimes and an appropriate savings deposit protection system.

Corporate governance has been looked at and defined variedly by different scholars and practitioners. However they all have pointed to the same end, hence giving more of a consensus in the definition. Coleman and Nicholas-Biekpe (2006) defined corporate governance as the relationship of the enterprise to shareholders or in the wider sense as the relationship of the enterprise to society as a whole. However, Mayer (1999) offers a definition with a wider outlook and contends that it means the sum of the processes, structures and information used for directing and overseeing the management of an organization. The Organization for Economic Corporation and Development (1999) has also defined corporate governance as a system on the basis of which companies are directed and managed. It is upon this system that specifications are given for the division of competencies and responsibilities between the parties included (board of directors, the supervisory board, the management and shareholders) and formulate rules and procedures for adopting decisions on corporate matters.

In another perspective, Arun and Turner (2002b) contend that there exists a narrow approach to corporate governance, which views the subject as the mechanism through which shareholders are assured that managers will act in their interests. However, Shleifer and Vishny (1997), Vives (2000) and Oman (2001) observed that there is a broader approach which views the subject as  the methods by which suppliers of finance control managers in order to ensure that their capital cannot be expropriated and that they can earn a return on their investment. There is a consensus, however that the broader view of corporate governance should be adopted in the case of banking institutions because of the peculiar contractual form of banking which demands that corporate governance mechanisms for banks should encapsulate depositors as well as shareholders (Macey and  O‟Hara  (2001).  Arun  and  Turner  (2002b)  supported  the  consensus  by  arguing  that  the special nature of banking requires not only a broader view of corporate governance, but also government intervention in order to restrain the behaviour of bank management. They further argued that, the unique nature of the banking firm, whether in the developed or developing world, requires that a broad view of corporate governance, which encapsulates both shareholders and depositors, be adopted for banks. They posit that, in particular, the nature of the banking firm is such that regulation is necessary to protect depositors as well as the overall financial system.

This study therefore adopts the broader view and defines corporate governance in the context of banking as the manner in which systems, procedures, processes and practices of a bank are managed so as to allow positive relationships and the exercise of power in the management of assets and resources with the aim of advancing shareholders‟ value and shareholders‟ satisfaction together with improved accountability, resource use and transparent administration.





This Chapter discusses the method and procedures employed in carrying out the research. It also discusses the research design, study population and the data gathering method. The methods employed for data analysis and measurement which include the content analysis technique, regression analysis and the t-test statistics were also discussed.

 Research Design

Using the judgmental sampling technique, this study selected the 21 listed banks in the Nigerian stock exchange market from the 24 universal banks in Nigeria. In line with Maingot and Zeghal (2008), this study constructed a checklist for evaluating the content of corporate annual reports  of the listed banks to determine the level of corporate governance disclosure of the sampled banks.

In a related study by Coleman and Nicholas-Biekpe (2006), where they carried out a study on corporate governance and bank performance in Ghana, secondary data based on the financial statements of all the 18 banks made up of listed banks from 1996 to 2000 was used. They employed the modified version of the econometric model of Miyajima, Omi and Saito (2003) in determining the relationship between bank performance and corporate governance in Ghana.

Rogers (2005) also conducted a cross sectional and correlation investigation on corporate governance and performance in Ugandan commercial banks. The target population included depositors in the banks. Other stakeholders considered include 16 officials in charge of financial institutions. In their sample, 4 commercial banks were selected based on their dealings with both retail and corporate customers. Rogers selected a sample size of 388 respondents using the stratified random sampling methods. The data were analyzed using Pearson‟s correlation statistical technique to test and establish whether there exist a relationship between corporate governance variables and bank performance.

Another study was also conducted by the Egyptian Banking Institute, in 2007 in determining the extent  of  the  Egyptian  banks‟  compliance  with  the  applicable  corporate  governance  best practices, using the OECD and the Basel Committee on Banking Supervision code of corporate governance to determine the compliance level of 25 Egyptian banks.

In line with these prior studies, this study therefore considering 2006 as the year of post- consolidation, made use of the corporate annual reports of the 21 listed banks in Nigeria to find out the relationship that exist between corporate governance variables and performance. We adopted the random effect model of the panel data regression analysis in analysing the impact of the corporate governance proxies on the performance of the listed banks.

However, the Pearson correlation was also used to measure the degree of association between variables under consideration and the t-test statistics was computed using the profitability of the healthy banks and the rescued banks to find out if there is any statistically significant difference between the profitability of the two groups. The t- test statistics was also used to find out if there is any significant difference in the performance of banks with foreign director(s) and those without foreign directors. The governance disclosure level is arrived at by using the content analysis method to compute the disclosure index for all the selected banks.

Study Population

The population for this study consists of all the 24 universal banks in Nigeria as at 2008. The time frame considered for this study is 2006 to 2008. This 3 year period, although shorter than most studies of this nature, allows for a significant lag period for banks to have reviewed and implemented the recommendations by the CBN post consolidation code. To therefore cover for the shortness in period, the data gathered covers all the listed banks in Nigeria.




Considering the year 2006 as the year of initiation of post consolidation for the Nigerian banking industry, this chapter presents the analysis of the secondary data collected from the Nigerian Stock Exchange Fact Book and the companies‟ annual report. The data from these sources are therefore presented in this chapter using tables and charts, depicting the frequency distributions for easy understanding. Data analysis as well as testing of the hypotheses formulated in chapter one are also covered.

In this chapter, we also provided two types of data analysis; namely descriptive analysis and inferential analysis. The descriptive analysis helps us to describe the relevant aspects of the phenomena under consideration and provide detailed information about each relevant variable. For the inferential analysis, we used the Pearson correlation, the panel data regression analysis and the t-test statistics. While the Pearson correlation measures the degree of association between variables under consideration, the regression estimates the impact of the corporate governance variables on profitability proxied by return on equity and return on asset. Furthermore, in examining if the profitability of the healthy banks is significantly different from that of the rescued banks, the t-test statistics was used.




The objective of this chapter is to discuss the findings, reach conclusion and make necessary recommendations from all the qualitative and quantitative analysis presented in chapter four.

The chapter is structured into five sections as follows: section 5.1 summarises the research objectives and the analysis, section 5.2 presents the theoretical and empirical findings, section 5.3 covers the conclusion while section 5.4 and 5.5 covers the sections for recommendations and suggestions for further study.

Summary of work done

This study made use of secondary data in analyzing the relationship between corporate governance and financial performance of the 21 banks listed in the Nigerian Stock Exchange. The secondary data was obtained basically from published annual reports of the selected banks. Relevant data for the study were retrieved from the Nigerian Stock Exchange Fact Book for 2008 and corporate websites of the reviewed banks.

The Pearson Correlation and regression analysis were used to find out whether there is a relationship between the variables to be measured (i.e. corporate governance and banks‟ financial performance) and also to find out if the relationship is significant or not. However, the t-test statistics was used to establish if there is any significant difference between the profitability of healthy and rescued banks and also if a difference exist in the profit of banks with foreign directors and those without. The proxies that were used for corporate governance are; board size, proportion  of  non  executive  directors  on  board  and  directors‟  equity  holdings.  Accounting measure of performance (return on equity and return on asset) as identified by First Rand Banking Group (2006) were used as the dependent variable. Decisions were later taken based on return on equity.

However, in examining the level of corporate governance disclosures of the sampled banks, a disclosure index was developed using the CBN post consolidation code of best practices and guided by the papers prepared by the UN secretariat for the nineteenth session of ISAR (International Standards of Accounting and Reporting, 2001), entitled “Transparency and disclosure requirements for corporate governance” and the twentieth session of ISAR (2002), entitled “Guidance on Good Practices in Corporate Governance Disclosure”) for the banks under study. Using this post consolidation code of best practices, issues in corporate governance disclosure are classified into 5 broad categories: Financial disclosures, non-financial disclosures, annual general meetings, timing and means of disclosure, and best practices for compliance with corporate disclosure. Under all these broad and subcategories, a total of 45 issues were considered (See Appendix 4).

With the help of the list of disclosure issues, the annual reports of the banks were examined and a dichotomous procedure of content analysis was followed to score each of the disclosure issue. Each bank was awarded a score of „1‟ if it appears to have disclosed the concerned issue and „0‟ otherwise. The score of each bank was totaled to find out the net score of the bank. A corporate governance disclosure index (CGDI) was then computed. Furthermore, the t- test was used to establish if there is any significant difference in the profitability as recorded by the cleared banks as identified by CBN

Summary of Findings

The summary of findings is in two sections. The first section discusses the theoretical findings under prior related studies while the second section discusses the empirical findings from the study we carried out on the relationship that exists between corporate governance and the financial performance of banks in Nigeria.

Theoretical Findings

This study reveals that both board size and the proportion of outside directors are significantly but negatively related to financial performance in banks. While the directors‟ equity interest and the level of corporate governance items disclosed are significantly positive in relation with performance.

However, there is no doubt that several studies have been conducted so far and are still on – going on the examination of the relationship between firm performance and corporate governance. Our findings are therefore in line with the work of Staikouras et al. (2007) where they examined a sample of 58 out of the 100 largest, in terms of total assets, credit institutions operating in Europe for the period between 2002 and 2004. Their analysis inferred that bank profitability – measured in terms of ROE and Tobin‟s Q is negatively and significantly related to the size of the Board of Directors. Pathan et al. (2007) using a dataset of the Thai commercial banks over the period 1999-2003, also obtained a negative relation between board size and ROE. This is also seen in Eisenberg, Sundgren, and Wells (1998), where a similar pattern for a sample of small and midsize Finnish firms. Their study also revealed that board size and firm value are negatively correlated. Finally, our findings also agrees with Zulkafli and Samad (2007) in their study in which they analyzed a sample of 107 listed banks in the nine countries of Asian emerging markets (Malaysia, Thailand, Philippines, Indonesia, Korea, Singapore, Hong Kong, Taiwan, India). They deduced that board size is not significantly correlated with performance measures, such as the Tobin‟s Q and ROE. Our findings on board size, differs from Kyereboah- Coleman  and  Biekpe  (2005)  who  conclude  a  positive  relationship  between a  firms‟  value  and board size. The findings, also differs from Zahra and Pearce (1989) who argued that a large board size brings more management skills and makes it difficult for the CEO to manipulate the board. The result of Andres and Vallelado (2008) is also different from ours on board size and performance. After examining information on the characteristics of the boards of directors for 69 commercial banks operating in Canada, US, UK, Spain, France and Italy over the period 2000- 2005, they found that the inclusion of more directors is positively associated with performance, which is measured by Tobin‟s Q, ROA.

However, for the proportion of non executives, our findings is in line with Yermack (1996) who reported a significant negative correlation between proportion of independent directors and contemporaneous Tobin’s q and ROE, but no significant correlation for several other performance variables (sales/assets; operating income/assets; operating income/sales); Agrawal and Knoeber (2001) report a negative correlation between proportion of outside directors and Tobin’s q. Klein (1998) also reports a significant negative correlation between a measure of change in market value of equity and proportion of independent directors, but insignificant results for return on assets and raw stock market returns. Furthermore, Andres and Vallelado (2008) found an inverted U-shaped relation between the proportion of outsiders, defined as the number of non-executive directors, and bank performance, suggesting that an optimum combination of executive and non-executive directors would be more effective in securing value for banks than excessively independent boards.

Our findings on the proportion on non-executives, further disagree with the positive finding as noticed in Pathan et al. (2007) and Bebchuk, Cohen and Ferrell (2009). Our findings as it relate to  directors‟  equity  holding  is  also  in  line  with  the  findings  of  Saunders,  Strock  and  Travlos (1990) and also Yu (2003). They found a significant positive relationship between the stock held by directors and the performance level of firms.

In other to find out how the level of corporate governance disclosure affects performance for US firms, a broad measure of corporate governance (Gov-Score) was prepared by Brown and Caylor (2004) with 31 factors, 8 sub categories for firms based on dataset of Institutional Shareholder Service (ISS). Their findings indicate that better governed firms are relatively more profitable, more valuable and pay more cash to their shareholders. Gompers, Ishii, and Metrick (2003) used Investor Responsibility Research Centre (IRRC) data, and concluded that firms with fewer shareholder rights have lower firm valuations and lower stock returns.

Our study on governance disclosure (hypothesis 4) therefore took the same trend as in the prior studies discussed above.

Chibber and Majumdar, (1999) find out that the availability of foreign directors in a firm is positively associated with the degree of resource commitment to technology transfer. Djankov and Hoekman (2000) also find that firms with foreign directors to be associated with the provision of generic knowledge (management skills and quality systems) and specific knowledge.

 Empirical Findings

From the descriptive analysis, it was revealed that on the average the board size of listed banks in Nigerian is 13. This result implies that on the average, a relatively moderate board size of 13 is noticed among the listed consolidated banks in Nigeria. This is in line with the suggestion of Kyereboah-Coleman and Biekpe (2006) that a board size of between 12 and 16 is appropriate. Also, board composition which is the proportion of outside directors in a board has a mean of 63%. This also reveals that on the average, about 63% of the board members are non executive directors. This is in line with the section 4.10 of the CBN post consolidation code where it was stated that “the number of non-executive directors should exceed that of executive directors”. Although from the descriptive result, a minimum of 45% was notice in GTB in 2006. A critical review indicates that this was so because there was no immediate replacement of some directors who retired.

Although, the mean disclosure level of 66% indicates that all the banks present a statement of their corporate governance practices, however, the extensiveness of the statement varies between banks. Banks were noticed to disclose more on disclosure items1, 13-17, 22, 32, 40, 41, 44 and 45  Directors‟ equity  interest  therefore  recorded  a  mean  of  11%.  Furthermore,  the  findings revealed that on average, the banks included in our sample generate Return on Equity (ROE) of about 5% and a standard deviation of 4.7%. This means that the value of the ROE can deviate from mean to both sides by 4.7%.

From the regression result for the relationship between board size and performance, the coefficient of the model is found out to be negative (-1.977), with a p- value of .053 significant at only 10%. This result shows that board size and performance in terms of ROE move in opposite directions. The negative relationship is also seen to be considerably important to the performance of bank. This indicates a significant negative effect of board size on the financial performance of the listed banks.

The significant negative relationship found between a bigger board size and ROE is consistent with the findings of Yermack (1996), Eisenberg, Sundgren and Wells (1998), Conyon and Peck (1998) and Loderer and Peyer (2002). Our findings, therefore shows that a large board size can leads to the free rider problem where most of the board members play a passive role in monitoring the firm.

Furthermore, the board members will tend to be involved in dysfunctional conflicts where the board is not cohesive (board members are not working optimally to achieve a single goal) deteriorating the value of a firm.

Finally, the result implies that large boards in Nigerian banks are likely to be less effective and easier for a CEO to control. Also, when a board gets too big, it becomes difficult to co-ordinate and process. Whereas, smaller boards will tend to reduce the possibility of free riding by individual directors and increase their decision taking processes. The regression result  also shows that a significant negative association exists between the proportion of outside directors and performance.

Our findings on the relationship between proportion of outside directors and financial performance indicates that significant negative relationship exist between the two variables. One of the reasons why increasing board independence apparently doesn’t pay off in improved performance is that having a reasonable number of inside directors could add value. A support for our view is the suggestion by Baysinger and Butler (1985) that an optimal board contains a mix of inside, independent, and perhaps also affiliated directors, who bring different skills and knowledge to the board.

Executive directors may also be better at strategic planning decision. This view is also consistent with Klein’s (1998) evidence that inside director representation on investment committees of the board correlates with improved firm performance.

The negative effect can also be because non-executive directors are likely to be too busy with other commitments and are only involved with the company business on a „part-time‟ basis.

In addition, as mentioned earlier, non-executive directors are likely not to have a hands-on approach or are not necessarily well versed in the business, hence do not necessarily make the best decisions. Our findings are in tune with the study by Pi and Timme (1993); Belkhir (2006); Staikouras et al. (2007) and Adams and Mehran (2005 and 2008) who found a negative but significant relationship between the tested variables. However, our findings disagree with Bebchuk, Cohen and Ferrell (2009) and Pathan et al. (2007) who found a positive relationship between the variables.

Furthermore, our findings revealed that a strong positive relationship exist between the governance disclosure of banks and the performance of banks in Nigeria. This entails that banks that made more disclosures did better during the period under review. On the other hand, while most of the banks made disclosure on the performance of insider-related credit, Zenith Bank and Intercontinental bank do not make detailed disclosure. This disclosure will help to evaluate the objectivity in insider-related dealings and thus an evaluation of the riskiness of the banks. Also, all the banks disclosed directors’ remuneration by amount only without an effort to disclose who receives what and for what purpose are such emoluments received. They only disclose the gross amount paid to directors. This blurs the possibility of any meaningful analysis of the directors’ remuneration. These findings are therefore in line with Brown and Caylor (2004), Al-Amin, and Tareq (2006) and Ogidefa (2008).

Also, our study on directors‟ equity interest reported a significant positive relationship between directors‟  equity  interest  and  performance.  It  was  also  noted  that  an  average  of  10%  of  the directors in the Nigerian banks holds equity in the banks. One explanation for this phenomenon  is that the equity ownership creates better management monitoring on the part of the board and hence improved results. The study further revealed that in a bank where directors held stock, the ratio  of  directors‟  stock  holding  is  positively  related  to  performance.  This  is  seen  to  be  in congruence with the findings in Bhagat, Carey and Elson (1999) and Yu (2003).

From our t- test results, it was revealed that the healthy banks differ significantly in terms of profit from the rescued. This also compliments the result as in Rashid (2008). Finally it was also observed that the profitability of banks with foreign directors do not differ from those without foreign directors.


From the analysis above, the study therefore conclude that there is no uniformity in the  disclosure of corporate governance practices made by banks in Nigeria. Though they all disclose their corporate governance practices, but what is disclosed does not conform to any particular standard. The banks do not disclose in general how their debts are performing, by providing a statement that expresses outstanding debts in terms of their ages and due dates. This is however done for insider-related debts in some banks. The insider-related debts are expected to form an insignificant part of the debts of the banks and so may provide an adequate picture of the risk profile of the banks.

Disclosures on directors’ remuneration do not provide sufficient details that would enhance any meaningful analysis. This makes it difficult for anyone to judge the adequacy or otherwise of directors’ remuneration. Similarly, disclosures about employees are scanty. They do not provide sufficient details that would enable anyone to do any meaningful analysis for the assessment of the adequacy or otherwise of their remuneration, vis-à-vis the number in each category of staff.

Despite the requirements of stock exchange and government regulators, certain bank managers still disclose selectively, especially when the monitoring and enforcement of disclosure requirements are not strict in Nigeria.

Furthermore, the study conclude that a negative relationship exist between bank performance, board size and proportion of non executive directors. That is, a reasonably strong correlation exists between poor performance and subsequent increase in board size and independence. While a percentage increase in return on equity can be explained by directors‟ equity interest and  the governance disclosure level.

 Recommendations and Implication of Study

Based on the findings of this research, we therefore present the following recommendations which will be useful to stakeholders.

  • Efforts to improve corporate governance should focus on the value of the stock ownership of board members, since it is positively related to both future operating performance and to the probability of disciplinary management turnover in poorly performing
  • Proponents of board independence should note with caution the negative relationship between board independence and future operating performance. Hence, if the purpose of board independence is to improve performance, then such efforts might be misguided. However, if the purpose of board independence is to discipline management of poorly performing firms or otherwise monitor, then board independence has merit. In other to have proper monitoring by independent directors, bank regulatory bodies should require additional disclosure of financial or personal ties between directors (or the organizations they work for) and the company or its CEO.By so doing, they will be more completely  Also, banks should be allowed to experiment with modest departures from the current norm of a “supermajority independent” board with only one or two inside directors.
  • Steps should also be taken for mandatory compliance with the code of corporate  Also, an effective legal framework should be developed that specifies the rights and obligations of a bank, its directors, shareholders, specific disclosure requirements and provide for effective enforcement of the law.
  • In this study, all the disclosure items were given same weight which helps to reduce subjectivity; however, authority may place higher emphasis on certain elements of governance. Some aspect of governance may be considered to be a basic component or prerequisite to implementing others and thus should be given more
  • Finally, there is the need to set up a unified corporate body saddled with the  responsibility of collecting and collating corporate governance related data and constructing the relevant indices to facilitate corporate governance research in

Contribution to knowledge

This study has however contributed the following to the study of corporate governance;

  • This study used the CBN code of best practice and some specific governance index as provided by the Institutional Shareholder Services (2001; 2002) to create a summary index of bank‟s specific governance i.e. “Gov- Score”. This will be an improvement over the index as used in Gomper, Ishii and Metrick (2003) (i.e. the GIM index), which focused only on anti- takeover
  • Instead of considering just a single measure of governance (as prior studies in the literature have done), this study considered four different governance measures. This will help researchers in this area of interest to draw
  • Since to  the  best  of  the  researcher‟s  knowledge,  no  study  in  Nigeria  has  extensively covered corporate governance of banks as it relates to performance, this study will serve as a data base for future

Suggestions for further study

The limitations of the study have prompted suggestions for further research as listed below;

  • This research has gone some way to exploring corporate governance and corporate performance of banks in a broader context. Further research could explore the relationship in more in specific categories for example, in not-for-profit organizations, in government organizations, and in family companies. Since this study focused on the Nigeria banking sector it would be beneficial to have a clearer understanding of corporate governance roles in other types of organizations. Such research could address the similarities and differences of the roles indifferent organizations and consider also the legal requirements for different
  • The period of study for this research is three years i.e. (2006-2008), which the post consolidation period. This limitation was imposed by the non availability of data pertaining to the reviewed banks. However, further research can consider more time frame based on the availability of the annual reports.
  • Further research is also required on the behavioural aspects of boards. Researchers in developed countries have recently started examining board processes by attending actual board meetings However this also needs to be expanded by researchers in developing economies. There is therefore the need to go beyond the quantitative research, which is yielding a mixture of results, to perhaps a more qualitative approach as to how boards work. Expanding this current research into a wider study of board dynamics and decision making would be a start in developing a better understanding of corporate
  • The data used for the current study was derived from 24 banks and their return on equity. A larger data set comparing financial and non financial firms may result in a different model of the relationship between corporate governance and the value of a firm. The inclusion of new corporate governance instruments could also result in additional edge-worth combinations of the internal corporate governance mechanism while other performance measures can also be introduced.


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