Corporate Governance of Banks: Evidence from Zimbabwe’S Banking Sector

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Corporate Governance of Banks: Evidence from Zimbabwe’S Banking Sector CORPORATE GOVERNANCE OF BANKS: EVIDENCE FROM ZIMBABWE’S BANKING SECTOR A Thesis submitted to the University of Manchester for the degree of Doctor of Philosophy in the Faculty of Humanities 2011 LANCE SHINGAI MAMBONDIANI Institute for Development Policy and Management School of Environment and Development. TABLE OF CONTENTS Contents .....................................................................................................................................2 List of Tables ………………………………………………………………………………………………………………………………..…8 List of Figures …………………………………………………………………………………………………………………………………10 List of Appendices ………………………………………………………………………………………………………………………….11 Abstract ………………………………………………………………………………………………………………………………………….12 Declaration …………………………………………………………………………………………………………………………………….13 Copyright Statement ………………………………………………………………………………………………………………………14 Dedication ………………………………………………………………………………………………………………………………………15 Acknowledgements ………………………………………………………………………………………………………………………..16 List of Abbreviations ……………………………………………….………………………………………………………………………17 CHAPTER 1: Corporate Governance of Banks: An Introduction…………………………………………………..19 1.1 Introduction ………………………………………………………………………………………………………………..…………….19 1.2 Research Questions ………………………………………………………………………………………………………..………...24 1.3 Research Scope …………………………………………………………………………………………………………………………24 1.4 Structure of the Thesis ……………………………………………………………………………………………………………...25 CHAPTER 2: Corporate Governance as Religion: A Review of Literature.…………………………………….27 2.0 Introduction ……………………………………………………………………..…………………………………………………….…27 2.1 Definitions of Corporate Governance ………………………………………………………………………………………..29 2.2 Corporate Governance from Different Theoretical Perspectives ………………………………………….……30 2.2.1 Shareholder Model and Agency Perspective ……..………………………………………………………30 2.2.2 The Stakeholder Model ………………………………………………………………………………………..……30 2.2.3 The Stewardship Model ……………………………………………………………………………….………….35 2.3 A Critique of the Theoretical Approaches …………………………………………………………………………….……35 2.4 Corporate Governance Systems ………………………………………………………………………………………………..37 2 | P a g e 2.4.1 Ownership Structure …………………………………………………………………………………………….……38 2.4.2 Board of Directors ……………………………………………………………………………………………………..43 2.4.3 Corporate Governance and Performance ……………………………………………………………….…45 2.4.4 Corporate Governance in Developing Countries ………………………………………………………..47 2.5 Corporate Governance of Banks ………………………………………………………………………………………………..48 2.5.1 Special Features of Banks …………………………………………………………………………………………..48 2.5.2 Agency Problems in Banks …………………………………………………………………………………………50 2.5.3 Regulation of Banks and Corporate Governance ……………………………………………………....52 2.5.4 Ownership Structure, Corporate Governance and Bank Performance ……………………..53 2.6 Theoretical Framework ……………………………………………………………………………………………………………..57 2.6.1 Linking the Agency Theory and Institutional Theory ……………………………………………….…57 2.6.2 An Institutional Perspective ……………………………………………………………………………………..59 2.7 Historical background and institutional environment ……………………………………………………………….64 2.7.1 Overview of the Macroeconomic environment..…………………………………………………….…64 2.7.2 Legal and Regulatory Systems…………………… …………………………………………………………..…67 2.8 History of the Zimbabwean banking sector ….…………………………..………………………………………………70 2.8.1 Bank Ownership before liberalization………………………………………………………………………..70 2.8.2 Financial sector liberalization ………………………………………………………….………………………..71 2.8.3 The 2003-2004 Banking sector crisis ………………………………………………………………………….73 2.8.4 Structure of the Banking Sector after the Crisis …………………………………………………………78 2.9 Conclusion………………………………………………………………………………………………………………………..………81 CHAPTER 3 Methodology…………………………………………………………………………………………………………82 3.0 Introduction …………………………………………………………………………………………………………………………….82 3.1 Research Approach …………………………………………………………………………………………………………………82 3.1.1 Qualitative Approach ……………………………………………………………………………………………...83 3 | P a g e 3.1.2 Quantitative Approach ……………………………………………………………………………………………84 3.1.3 Triangulation of Approaches ……………………………………………………………………………………85 3.2 Research Methods ……………………………………………………………………………………………………………….…86 3.2.1 Questionnaire Survey …………………………………………………………………………………………..…86 3.2.2 Case Studies ………………………………………………………………………………………………………….…87 3.2.3 Statistical Analysis of Bank Performance …………………………………………………………………91 3.2.4 Triangulation of Research Methods and Data ………………………………………………………….92 3.3 Fieldwork Difficulties ………………………………………………………………………………………………………….……92 3.4 Limitations of the Research ………………………………………………………………………………………………….…93 3.5 Summary …………………………………………………………………………………………………………………………………94 CHAPTER 4: Corporate Governance in Zimbabwean Banks : Findings Based on Questionnaire Survey……………………………………………………………………………..………………………………………………………95 4.0 Introduction …………………………………………………………………………………………………………………………….95 4.1 Questionnaire Survey ………………………………………………………………………………………………………………96 4.1.1 Design of Questionnaire ……………………………………………………………………………………….…96 4.1.2 Administration of the Survey ……………………………………………………………………………………96 4.1.3 Response Rate …………………………………………………………………………………………………………98 4.2 Analysis of Survey Responses ………………………………………………………………………………………………....99 4.2.1 Ownership Structure of Respondent Banks ……………………………………………………………..100 4.3.2 Summary of Key Findings on Ownership Structure ………………………………………………….110 4.3 Board of Directors …………………………………………………………………………………………………………………..112 4.3.1 Board Size ………………………………………………………………………………………………………….…….113 4.3.2 Board Composition ………………………………………………………………………………………………….115 4.3.3 Separation of the Roles of CEO and Board Chairman ………………………………………….……116 4.3.4 Board Committees ………………………………………………………………………………………………..…116 4.3.5 Board Meetings ………………………………………………………………………………………………….……117 4 | P a g e 4.3.6 Board Qualifications …………………………………………………………………………………………..……119 4.3.7 Arrest of Board Members ………………………………………………………………………………………..120 4.3.8 Board of Directors and Related Party Transactions ………………………………………………….122 4.3.9 Sub-Summary of the Results on the Board ……………………………………………………………...123 5.5 Opinions on Effect of Ownership Changes on Corporate Governance …………………………………...125 5.6 Conclusions ……………………………………………………………………………………………………………………..……..130 CHAPTER 5: The Relationship between Corporate Governance and Bank Performance…………….134 5.0 Introduction …………………………………………………………………………………………………………………………….134 5.1 Performance of the Banking Sector …………………………………………………………………………………………136 5.1.1 Profitability and Operational Efficiency of the Banking Sector (1999- 2008)………...…137 5.1.2 Profitability Ratios by Bank Ownership types (2003- 2008) ……………………………………..140 5.1.3 Asset Quality Ratios (1999- 2008) …………………………………………………………………………...143 5.1.4 Asset Quality Ratios by Ownership types (2004-2008)……………………………………………..146 5.1.5 Liquidity Ratios by Ownership type (2004- 2008) …………………………………………………….147 5.1.6 Sub-Summary ……………………………………………………………………………………………………….…150 5.2 Scoring Corporate Governance Practices in Zimbabwean Banks ……………………………………………..151 5.2.1 Method of Corporate Governance Scoring ………………………………………………………………151 5.2.2 The Corporate Governance Scoring Results for Individual Banks ………………………...….154 5.3 Correlation between Corporate Governance and Bank Performance …………………………….……...158 5.3.1 Data and Variables for the Correlation Analysis …………………………………………….……….159 5.3.2 Results of the Correlation Analysis between Corporate Governance and Performance ……………………………………………..…………………………………………………………….163 5.3.3 Correlation Analysis between CGS and Performance ………………………………………………166 5.4 Conclusion ……………………………………………………………………………………………………………………………...167 5 | P a g e CHAPTER 6: The Best Way to Rob a Bank is to Own One: Case Studies on Collapsed Indigenous Banks………………………………………………………………………………………………………………………………………170 6.0 Introduction …………………………………………………………………………………………………………………………….170 6.1 Selection of Cases ……………..……………………………………………………………………………………………………171 6.2 Group A Cases – UMB, Trust Bank and Royal Bank..…………………………………………………………………173 6.2.1 Background of the Cases…………………………………………………………………………………………..173 6.2.2 Shareholding Structure of Group A Cases………………………………………………….………….….175 6.2.3 Board Structure of Group A Cases………………………………………………………………..…………..178 6.2.4 Corporate Governance Weaknesses in Group A Cases..……………………………….………….180 6.2.5 Sub-Summary of Group A Cases ……………….. ……………………………………………………………184 6.3 Group B Cases – NMB, Barclays and TN Bank …………………………………… ……………………………………185 6.3.1 Background of Group B Cases..…………………………………………………………………………….….186 6.3.2 Shareholding Structure of Group B Cases…………………………………………………………..….…188 6.3.3 Board Structure of Group B Cases …………………..……………………………………………………….194 6.3.4 Corporate Governance and Internal Control Weaknesses in Group B Banks…..………..197 6.3.5 Corporate Governance and related practices in Group B Cases …….…………….………..…200 6.4 Comparative Analysis of the Case Studies ………….……………………………………………………………………205 6.4.1 Ownership Structure….…………………………………………………………………………………………….205 6.4.2 Board of Directors of Case Study Banks…………………………………………………………………….210 6.4.3 Malpractices as a result of Corporate Governance weakness…………………………………..211 6.4.4 Sub-Summary ………..…………………………………………………………………………………….....………217 6.4.5 Institutional Arrangements and Corporate Governance of Banks…………………………...219 6.5 Conclusions ………………………………………………………………………………………………………………………….…226 CHAPTER 7: Conclusions – Does Ownership Structure matter in the Corporate Governance of Banks .....................................................................................................................................
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