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INDEPENDENT DIRECTORS on BANK BOARDS What Is Their Added Value?

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INDEPENDENT DIRECTORS on BANK BOARDS What Is Their Added Value? INDEPENDENT DIRECTORS ON BANK BOARDS What Is Their Added Value? Name: Renoe Doorga Studentnumber: U1254935 ANR: 504880 Supervisor: Jing Li Professor: E.P.M. Vermeulen Table of Contents 1. INTRODUCTION 4 2. CORPORATE GOVERNANCE, BANK BOARDS AND THE FINANCIAL CRISIS 6 2.1.WHAT MAKES CORPORATE GOVERNANCE OF BANKS SO SPECIAL? 6 2.2 CORPORATE GOVERNANCE OF BANKS AND THE FINANCIAL CRISIS 7 2.3 BANK BOARDS AND THE FINANCIAL CRISIS 9 2.4. CONCLUSION 11 3. INDEPENDENT DIRECTORS 13 3.1. THE CONCEPT OF INDEPENDENT DIRECTORS 13 3.1.1 ORIGIN AND PURPOSE 13 3.1.2. THE ‘CHECK-THE-BOX’ PARADOX 14 3.2. INDEPENDENT DIRECTORS ON BANK BOARDS 15 3.2.1. INDUSTRY EXPERIENCE 16 3.2.2. INDEPENDENT DIRECTOR BUSYNESS 17 3.2.3. TENURE AND TRUE INDEPENDENCE 18 3.2.4. PROPORTION OF INDEPENDENT DIRECTORS ON BANK BOARDS 19 3.3 CONCLUSION 20 4. CURRENT INDEPENDENT DIRECTORS ON BANK BOARDS 21 4.1. PARAMETERS 21 4.2. US BANKS 22 4.2.1 CURRENT AND RELEVANT EXPERIENCE 22 4.2.2 DIRECTOR BUSYNESS 25 4.2.3. TENURE 28 4.2.4. PROPORTION 29 4.3. EUROPEAN BANKS 30 4.3.1. EXPERIENCE 30 4.3.2. DIRECTOR BUSYNESS 33 4.3.3. TENURE 35 4.3.4. PROPORTION 36 4.4. ARE THERE ANY ‘QUALIFIED’ INDEPENDENT DIRECTORS? 37 4.5. CONCLUSION 38 5. FUTURE OF INDEPENDENT DIRECTORS ON BANK BOARDS: REGULATION VERSUS HUMAN REALITY 40 5.1. REGULATION 40 5.1.1. THE UNITED STATES 40 5.2.2. EUROPE 41 5.1.3. IMPACT OF REGULATION 42 5.2. HUMAN REALITY 44 5.4. CONCLUSION 47 CONCLUSION 48 BIBLIOGRAPHY 50 EXHIBIT A: JP MORGAN & CHASE 56 EXHIBIT B: BANK OF AMERICA 62 EXHIBIT C: CITIGROUP 69 EXHIBIT D: WELLS FARGO 76 EXHIBIT E: GOLDMAN SACHS 83 EXHIBIT F: HSBC HOLDINGS PLC 89 EXHIBIT G: CREDIT AGRICOLE GROUP 95 EXHIBIT H: BNP PARIBAS 99 EXHIBIT I: BARCLAYS PLC 105 EXHIBIT J: ROYAL BANK OF SCOTLAND 109 1. Introduction The recent financial crisis has led to a lot of scrutiny surrounding the banking sector. Blame is put on the bank boards and more specifically on the independent directors sitting on these bank boards. This scrutiny is not unfounded, since independent directors are specifically put in place to ensure good corporate governance practices. Their independence is seen as an asset because they, in theory at least, are able to provide an unbiased opinion in the best interest of the company whenever matters are to be decided. In other words, a director’s independence means that he/she can be trusted to critically examine the decisions made by officers, as opposed to simply rubberstamping those decisions.1 However, the financal crisis and the scrutiny surrounding bank boards, led to doubt regarding this notion of independent directors and their true value. Therefore, the big question arising here is whether these independent directors can acutally play a valuable role on bank boards or if they are just some nice piece of theory. Therefore, I want to research what the added value is of independent directors who currently serve on bank boards. If these directors do not have the ability to add value , it may be time to lose this idea that independent directors are a valuable asset and play a crucial role to ensure good corporate governance practice and find some other corporate governance mechanism that may be more valueable. For independent directors to be valueable they should not only be focused on monitoring management, but they should also have the ability to actively engage in banking business. It is recognized that in the past independent directors were selected in a way that left their qualifications or suitability only of secondary importance.2 Because of this, I choose to look at the value of independent directors from another point of view. To determine whether independent directors add value on the bank board, I deem it important to look at several controversies (quilifcations) surrounding the notion of independent directors to determine if they are suitable to be part of the bank board in question. In my thesis I will look at whether the independent directors in question have (1) current and relevant industry experience, (2) time and (3) acceptable tenure. 1 See § 3.1.1. 2 See § 3.1.2 4 Without current specific expertise it is almost impossible to add value and make valuable contributions, simply because such a directors just does not know the intracacies surrounding the banking bussines. Furthermore, expertise alone is not enough. Someone can have all the expertise in the world but if he/she does not have the time to actually apply this expertise, it will not be of any value. Therefore, it is important to look at the number of commitments each independent directors has. Also, tenure can play a role. When a director has been on the board for a long time, his independence can come into question. Lastly, I will look at whether a high proportion of independent directors on each board adds value. This ultimately depends on the outcome of the previously discussed controversies. Before I discuss the above mentioned controveries in my thesis, I will first discuss the ‘special’ role banks play in our society in chapter 2. Also, in this chapter, the more specific role of corporate governance and the financial crisis will be discussed as well as the more specific part played by bank boards and the independent directors. This will clarify the need for a well function corporate governance system. In Chapter 3 I will discuss the orgin and purpose of independent directors. The current (inadequate) way independent directors are selected will also be discussed. More importantly, the theory surrounding the controveries of independent directors will be set out. In Chapter 4 I will look at the reality of independent directors who currently serve on five bank boards in the US and the EU. In this chapter I will discuss my findings related to the above mentioned controversies. In Chapter 5 I will disucss the regulation measures taken with regard to the independent directors and whether they will actually have the impact they are designed for. Also, the concept of human reality will be disucced because I believe this is an aspect that should not be overlooked. And, finally, I will answer my research question in the conclusion. 5 2. Corporate Governance, Bank Boards and the Financial Crisis In this chapter I will discuss the general role that corporate governance plays within banks and the financial crisis. To clarify the importance of a well functioning corporate governance system within these financial entities, I will first (shortly) discuss why banks are so ‘special’ within our economy (§ 2.1.). Second, to shed some light on the academic debate whether corporate governance did or did not play a role in the financial crisis, the more general role of corporate governance in the financial crisis will be discussed. (§ 2.2.). Finally, I will discuss the role of the board of directors more extensively with an emphasis on the specific role of the independent directors (§ 2.3.) In § 2.4. I will conclude. 2.1.What makes Corporate Governance of Banks so special? Since the financial crisis, the insight that banks have special corporate governance problems has gained momentum rather quickly.3 The relevance of banks in the economic system and the nature of the banking business make the problems involved in their corporate governance highly specific, as are the mechanisms available to deal with these problems.4 It is this vary nature of the banking business that weakens the traditonal corporate governance institutions of board and shareholder oversight.5 Banks are a key element in the payment system and play a major role in the functioning of the economic system. They are also highly leveraged firms, due mainly to deposits taken from customers. For all these reasons, banks are subject to more intense regulation than other firms, as they are responsible for safeguarding depositors’ rights, guaranteeing the stability of the payment system, and reducing systemic risk.6 Their stakeholders vary more widely than those of other private companies, including not only shareholders but also, and perhaps more significantly, depositors and the general public. This is also recognized by the Basel Princples that state: ‘from a banking perspective, corporate governance involves the allocation of authority and responsibilities (..) including how they (..) protect the interests of depositors, meet shareholder obligations and take into account the interests of other recognized stakeholders’.7 Banks deliberately take and intermediate financial risk to generate revenue and serve their clients, leading to an assymetry of information, less transparency, and a greater ability to obscure existing and developing problems. Because banks have the ability to take on risk very quikcly, in a way that is not immediately visible to directors or outside investors, weak 3 K.J. Hopt, Better Governance of Financial Institutions, Law Working Paper No. 207/2013, ECGI, April 2013, p.c 4 P. de Andres and E. Vallelado, Corporate Governance in Banking: The Role of the Board of Directors, Journal of Banking & Finance, 2008 5 M. Becht, P. Boltin and A. Roell, Why Bank Governance Is Different, Oxford Review of Economic Policy, Volume 27, Number 5, 2011, p. 438 6 P. de Andres and E. Vallelado, Corporate Governance in Banking: The Role of the Board of Directors, Journal of Banking & Finance, 2008 7 M. Becht, P. Boltin and A. Roell, Why Bank Governance Is Different, Oxford Review of Economic Policy, Volume 27, Number 5, 2011, p. 458 6 internal controls can rapidly cause instability. 8 As a result sound (internal) governance for banks is essential,9 since this is the necessary condition to safeguard both the health of financial intermediaries and the business and economic development of a country.10 2.2 Corporate Governance of Banks and the Financial Crisis Good corporate governance has been a major component of international financial standards and is seen as essential to the stability and integrity of financial systems.11 After the beginning of the financial turbulences in summer 2007, the issue of banks’ corporate governance, with the notable exception of remuneration, went out of focus for some time.
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