Corporate governance of banking group: international recommendations, european policies and national practices

Nedelchev, Miroslav (2014): Corporate governance of banking group: international recommendations, european policies and national practices. Published in: Avangard Print, Sofia (2014)

Abstract

The new institutional framework put on the agenda a review of established models and introducing new perspectives in economics. The role of banking groups for economic growth and competitiveness place corporate governance practices of critical analysis. The development of banking in the twentieth century brought to the fore the advantages of conducting activities cross-border. The global economic recession determines the corporate governance of international banking groups as a source of the financial crisis and as a means of reducing its effects. The present stage of development of society is characterized by actions to improve practices in corporate governance at the international, regional and national level.

The monograph examines the dynamics of the corporate governance of international banking groups. The analysis of changes in corporate governance encompasses recommendations of international organizations, policies in the EU and practices in Bulgaria. The beginning of conglomerisation in the second half of the twentieth century it was laid by national policies on competitiveness. The deregulation and the related movement of capital identified cross-border activities of banks as a driving force for economic growth. The differences in the laws of individual countries led to organizational units, which began to offer financial services with increased risk. Owing to the new services, the competent authorities have taken several measures to address the transfer of risk across national borders. The international activities of banking groups highlighted the need for international recommendations for coordination of actions at the regional level to improve practices in corporate governance.

Banking groups play a key role for development and function of the economy. Their practices of corporate governance have an effect on rest players in market economy. National legislations in some countries have allowed the creation of complex banking structures and financial services that lead to emergent and distribution of financial crisis. To decrease the negative effects by crisis, international organizations initiate a series of measures for improvement of corporate governance practices and prevention of future crises. The changes in corporate governance of transnational banking groups are in following order: recommendation by international organizations -> policies of parent banks in European Union -> practices in subsidiary banks in Eastern Europe. The dynamics of good practices in corporate governance is depended on the role of players.

Shareholders have interest to increase their wealth by company deals. Parallel with property rights, shareholders have non-property rights that must exercise advisable. Strict attendances and exercise rights at general meeting of shareholders will contribute to control over managers. Main contribution for bank stability plays the institutional investors which role was decreased because of missing information for their voting policy. Managers have financial incentives to increase shareholders’ wealth by risk undertaking. The board must reconsider the remuneration policy for managers. This recommendation will bring to control over the risk management. Auditors have a double status – to decrease information asymmetry between principal and agent, and to confirm to stakeholders, incl. regulators, for correct preparation of reports. The changes regard audit as a part of regulation policy at national and international levels. Auditors are in charge of assessment of remuneration policy which target is decrease of practices for taking of excessive risk. Regulators of some countries allow the creation of complex organization structures and financial services that are difficult for control and assessment. Decisive factor for stability of economy is concluding and keeping of memorandums among national regulators. The institutional framework has not a target to create a memorandums by „one-size-fits-all“ approach. The modern regulation of banking groups is based on „comply-or-explain“ approach. Tools in corporate governance of banking groups include traditional and non-traditional techniques. Using of rating agencies by institutional investors is put on control by national regulators. The requirement for information disclosure is realize at quality new stage: the information user pays for preparation of an investment plan. A part of attempts for convergence of policies in corporate governance is separation of risk businesses in particular entities and decrease of complexity for corporate structures.

The consequences for corporate governance of banking groups in Bulgaria are indirect. The presence of subsidiaries from EU banking groups and their big market share define the subordination of corporate governance practices. The process of cash privatization and sale of profit banks define the majority and privately-owned ownership of Bulgarian banks therefore their practices are not covered by the new EU policies for corporate governance. In contrast to public status of parent banks in Western Europe, most of Bulgarian subsidiaries have not obligations to comply international principles for corporate governance.

• Item Type: MPRA Paper
• Language: Bulgarian
• Keywords: corporate governance, banking groups
• Subjects: G - Financial Economics > G3 - Corporate Finance and Governance; G - Financial Economics > G3 - Corporate Finance and Governance > G34 - Mergers ; Acquisitions ; Restructuring ; Corporate Governance

References

Хубенова-Делисивкова, Т. Структурните реформи в ЕС и въздействието им върху Европейското финансово пространство – предизвикателства и проблеми пред българския финансов сектор. В: “Investments in the future – 2011” Proceedings Varna Scientific and Technical Unions, кн. 1, 2011, с. 245-262.

Ahern, D. Replacing 'Comply or Explain' with Legally Binding Corporate Governance Codes: An Appropriate Regulatory Response? ECPR Standing Group on Regulatory Governance Biennial Conference Regulation in an Age of Crisis, Dublin, June 17-19, 2010.

Almunia, J. Speech - UBS European Conference 2013. European Commission - SPEECH/13/906 12/11/2013.

Arcot, S., V. Bruno. In Letter but Not in Spirit, An Analysis of Corporate Governance in the UK. SSRN Working Paper Series, 2006.

Arnaboldi, F., B. Casu. Corporate Governance in European Banking. Working paper series WP 01/11, City University London, 2011.

Bank for International Settlements. External audit quality and banking supervision. December 2008.

Basel Committee on Banking Supervision. Enhancements to the Basel II framework. Bank for International Settlements, Basel, July 2009.

Basel Committee on Banking Supervision. Report and Recommendations of the Cross-border Bank Resolution Group. BIS, 2010.

Basel Committee on Banking Supervision. Principles for enhancing corporate governance. Bank for International Settlements, Basel. 2010.

Basel Committee on Banking Supervision. Global systemically important banks: assessment methodology and the additional loss absorbency requirement. Bank for International Settlements. 2011.

Basel Committee on Banking Supervision. Principles for the supervision of financial conglomerates. Basel, 2012.

Basel Committee on Banking Supervision. External audits of banks. Consultative Document. BIS, Basel, 2013.

Caulkin, S. Corporate apocalypse. Management Today, 1 January, 2009.

Cheffins, B. Did corporate governance “fail” during the 2008 stock market meltdown? The case of the S&P 500. ECGI Working Paper Series in Law. 2009.

Coffee, J. What went wrong? An initial inquiry into the causes of the 2008 financial crisis. Journal of Corporate Law Studies No. 9 (1), 2009, pp. 1-22.

Committee on the Global Financial System. Long-term issues in international banking. CGFS Papers, no 41. 2010.

De Haas, R., I. Van Lelyveld. Foreign banks and credit stability in Central and Eastern Europe: A panel data analysis. Journal of Banking and Finance, 30, 2006, pp. 1927-1952.

Diplock, J. Governance of Markets Matters. In: Corporate Governance in the Wake of the Financial Crisis. United Nations Conference on Trade and Development, 2010.

Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies.

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

Duval, R., J. Elmeskov. The effects of EMU on structural reforms in labour and product markets. ECB Working Paper Series, No. 596, March, 2006.

European Bank Coordination Vienna Initiative. Working group on Basel III implementation in Emerging Europe. Report to be submitted to the EBCI Full Forum, 12-13 March 2012.

European Bank for Reconstruction and Development. Transition report 2009: Transition in crisis? London, 2009.

European Banking Authority. Guidelines on the assessment of the suitability of members of the management body and key function holders. EBA/GL/2012/06.

European Central Bank. Banking Structure in the New Member States. 2005.

European Commission. EMU@10: successes and challenges after 10 years of Economic and Monetary Union. 2008.

European Commission. Green Paper. Corporate governance in financial institutions and remuneration policies. 2010.

European Commission. Corporate governance framework for European companies: what needs to be improved? 2011.

European Commission. Proposal for a Council Regulation conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions, 2012.

European Commission. Proposal for a Directive of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directives 77/91/EEC and 82/891/EC, Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC and 2011/35/EC and Regulation (EU) No 1093/2010.

European Commission. Action Plan: European company law and corporate governance — A modern legal framework for more engaged shareholders and sustainable companies. 2013.

European Commission. Roadmap. Revision of the shareholders' rights Directive (2007/36/EC). 2013.

European Parliament. Report on corporate governance in financial institutions. 2010.

European Parliament. Report on the proposal for a Council regulation conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions. 2012.

European Parliament resolution of 11 May 2011 on corporate governance in financial institutions. 2012.

European Parliament. Draft Report on reforming the structure of the EU’s banking sector. 2013.

Financial Stability Forum. Report of the Financial Stability Forum on Enhancing Market and Institutional Resilience. 2008.

Financial Stability Forum. FSF Principles for Sound Compensation Practices. 2 April 2009.

Fuchita, Y., R. Litan. Financial Gatekeepers: Can They Protect Investors? Washington, DC: Brookings Institution Press, Washington. 2006.

Group of 20. Declaration of the Summit on Financial Markets and the World Economy. 15 November 2008.

Haas, R., Y. Korniyenko, E. Loukoianova, A. Pivovarsky. Foreign banks and the Vienna Initiative: turning sinners into saints. IMF Working Paper No. 12/117, 2012.

Havrylchyk, O., E. Jurzyk. Inherited or earned? Performance of foreign banks in Central and Eastern Europe. Journal of Banking and Finance, 35(5), 2011, pp. 1291-1302.

Heineman, B. High Performance with High Integrity. Harvard Business Press, 2008.

Houston, J., C. Lin, Y. Ma. Regulatory arbitrage and international bank flows. Journal of Finance, 67, 2012, pp. 1845–1895.

Hubenova, T. International Cross-border Regulatory Co-operation and the Challenges of International Regulatory Arbitrage: Financial Regulation and Supervision Systems’ Reforms in the EU and the New EU Member States, paper presented at the International Conference on Banking and Finance Perspectives, Famagusta - North Cyprus, April 13-15, 2011, EMU Press, 2011, pp. 65-76.

Houbenova-Delissivkova, T. The Indebtedness to the Banking Sector of New EU Member-States from Central and Eastern Europe: Trends, Factors and Anti-crisis Policies Alternatives. In: Financial and Monetary Economics – EFM 2013. Centre for Financial and Monetary Research at the Romanian Academy, 2013, pp. 301-324.

International Corporate Governance Network. ICGN Statement on the Global Financial Crisis. ICGN News, Issue 11, December 2008.

International Organization of Securities Commissions. Principles for Periodic Disclosure by Listed Entities, Consultation Report. 3 July 2009.

Kalaydzhieva, Zh. Bulgaria and Romania in the EU Cohesion policy: Common challenges and perspectives for the new programming period. In: Financial and Monetary Economics – EFM 2013. Centre for Financial and Monetary Research at the Romanian Academy. 2013, pp. 214-221.

Kirkpatrick, G. The Corporate Governance Lessons from the Financial Crisis, Financial Market Trends. OECD Steering Group on Corporate Governance, Organisation for Economic Co-Operation and Development. 2009.

Kuroda, H. Opening Remarks at 2013 BOJ-IMES Conference hosted by the Institute for Monetary and Economic Studies. Bank of Japan, 2013.

Maes, S. Structural Reform in the EU Banking Sector. IMF, 2013.

Masciantonio, S. Identifying, ranking and tracking systemically important financial institutions (SIFIs), from a global, EU and Eurozone perspective. MPRA Paper No. 46788, 2013.

Mihaljek, D. Domestic bank intermediation in emerging market economies during the crises: locally owned versus foreign-owned banks. In: The global crises and financial intermediation in emerging market economies. BIS Papers No 54, 2010.

Müller, O., A. Uhde. Cross-border bank lending: Empirical evidence on new determinants from OECD banking markets. Journal of International Financial Markets, Institutions and Money, 23, 2013, pp. 136–162.

OECD Steering group on Corporate governance. Corporate governance and the financial crises. 2010.

Opinion of the European Economic and Social Committee on the ‘Green Paper - The EU corporate governance framework. 2010.

Opinion of the European Economic and Social Committee on ‘Employee involvement and participation as a pillar of sound business management and balanced approaches to overcoming the crisis’. 2013.

Opinion of the European Economic and Social Committee on the ‘Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions - Action Plan: European company law and corporate governance - A modern legal framework for more engaged shareholders and sustainable companies. 2013.

Organisation for Economic Co-operation and Development. Corporate Governance and the Financial Crisis: Key findings and Main Messages. Financial Market Trends, June 2009.

Organisation for Economic Co-operation and Development. OECD Strategic Response to the Financial and Economic Crisis. Contributions to the global effort. 2009.

Pistor, K. Governing Interdependent Financial Systems: Lessons from the Vienna Initiative. The Center for Law и Economic Studies, Columbia University School of Law. Working Paper No. 396, 2011.

RiskMetrics Group. Study on Monitoring and Enforcement Practices in Corporate Governance in the Member States. 2009.

Senior Supervisors Group. Observations on Risk Management Practices during the Recent Market Turbulence. 2008.

Speech by Lord Myners on 21 April 2009 at Association of Investment Companies conference.

Stefanova, J. Venture Capital in Central and Eastern Europe: A Comparative Analysis and Implications for Bulgaria. In: Financial and Monetary Economics – EFM 2013. Centre for Financial and Monetary Research at the Romanian Academy, 2013, pp. 291-300.

Stiglitz, J. Harsh lessons we may need to learn again. China Daily, 12/31/2009.

Sun, W., J. Stewart, D. Pollard. Corporate Governance and the Global Financial Crises - International Perspectives. Cambridge University Press. 2011.

Tchipev, P. Ownership Structure and Corporate Control in Bulgaria. Economic Thought Journal, Vol. 7, 2001, pp. 132-146.

Tomasic, R. Raising Corporate Governance Standards in Response To Corporate Rescue and Insolvency. Corporate Rescue & Insolvency Journal, No. 2(1), 2009, pp. 5-9.

Treasury Committee. Banking Crisis: Dealing with the Failure of the UK Banks: Seventh Report of Session 2008-09. House of Commons Treasury Committee HC 416. London: The Stationery Office. 2009.

United Nations Conference on Trade and Development. Corporate Governance in the Wake of the Financial Crisis. Selected international views. 2010.

Winter, J. Final Report of the High Level Group of Company Law Experts on a Modern Regulatory Framework for Company Law in Europe. Brussels, 2002.

Young, M., M. Peng, D. Ahlstrom, G. Bruton, Y. Jiang. Corporate Governance in Emerging Economies: A Review of the Principal–Principal Perspective. Journal of Management Studies, Vol. 45, Issue 1, 2008, pp. 196-220.