CORPORATE GOVERNANCE OF BANKS: A SURVEY

This paper reviews the empirical literature on the corporate governance of banks. We start by highlighting the main differences between banks and nonfinancial firms and focus on three characteristics that make banks special: (i) regulation, (ii) the capital structure of banks, and (iii) the complexity and opacity of their business and structure. Next, we discuss the characteristics of corporate governance in banks and how they differ from the governance of nonfinancial firms. We then review the evidence on three governance mechanisms: (i) boards, (ii) ownership structures, and (iii) executive compensation. Our review suggests that some of the empirical regularities found in the literature on corporate governance of nonfinancial institutions, such as the positive (negative) association between board independence (size) and performance, do not hold for banks. Also, existing work provides no conclusive results regarding the relationship between different governance mechanisms and various measures for banks’ performance. We discuss potential explanations for these mixed results.     

Bank ownership and governance quality in India: Evolution and detection of convergence clubs

Utilizing a novel panel dataset for the period from 2009 to 2018, this paper investigates how the corporate governance of Indian banks has evolved since the post-global crisis and identifies convergence clubs among banks in distinct ownership groups. It also presents optimal policy priorities for specific aspects of corporate governance. To assess the quality of bank corporate governance, we used a non-parametric “Benefit-of-the-Doubt” (BoD) approach to create a bank-wise composite index of corporate governance based on 48 governance norms. Empirical results have shown that while Indian banks have made remarkable progress in adhering to the mostly mandatory corporate governance norms in the past few years, but their current level of governance isn’t adequate to characterize it as a “socially-efficient” structure. A typical public bank generally prioritized maintaining adequate disclosure and transparency, by and large, while a private bank focuses more spotlight on audit function, followed by risk management and board quality. The results based on Phillips and Sul’s (2007, 2009) clustering and merging algorithms reveal two convergent clubs in the private banking segment and a sole club in the public sector banking segment.     

完善我国民办高校法人治理结构的构想及措施研究

民办高校需要构建现代大学制度,法人治理结构是现代大学制度的核心。民办高校法人治理结构是民办院校从自然人治理转向法人治理的保证,有利于形成集体决策和权利制衡机制,有助于促进民办学校运营管理的民主参与。通过中外大学治理结构的比较,我国民办高校法人治理结构主要存在产权不明晰、董事会成员构成不合理、机构不健全等问题。完善我国民办高校法人治理结构可以从落实民办高校法人财产权、全面提升董事会决策能力、健全内部监督机制等方面入手。     

A Comparison Between One‐Tier and Two‐Tier Board Structures in France

French companies operate in a unique environment characterized by the strong involvement of block shareholders such as families and banks. Furthermore, the French legal system allows firms to choose between a one‐tier or a two‐tier board structure. This study investigates whether this choice can affect the firm's operating and stock performance. Our regression results provide strong evidence that ownership and board structures are used together as corporate governance tools. In particular, the agency cost of debt is strongly affected by their interaction when institutional investors are also bank lenders. Our test results show that while family control has a negative impact on corporate governance, French institutional blockholders play a positive role as monitors of one‐tier structures. In contrast, they are more likely to misuse the two‐tier board system by promoting interlocked directorship, board opacity and their own interests as creditors. Our regression analysis reveals that foreign institutional investors do not have any impact on firm performance, regardless of board structure. Finally, we do not find any inverse relationship between board size and efficiency in France.     

On the determinant of bank loan contracts: The roles of borrowers’ ownership and board structures

Given the worldwide economic importance of bank loan financing, we empirically investigate the roles of borrowers’ ownership and board structure in bank loan terms through a comprehensive dataset, which includes the complete history of individual bank loan contracts for firms publicly listed in the Taiwan Stock Exchange (TWSE). We find that firms with smaller deviation in shareholder voting and cash flow rights, larger non-retail shareholding, fewer shares pledged by the board of directors, independent directors, and firms without dual boards are more likely to borrow from banks at lower spread. In addition, good governance practices are also associated with larger loan size or longer loan period, suggesting that banks take into account borrowers’ governance practices when designing loan contracts. This fact is consistent with the agency cost and information risk explanations of Bhojraj and Sengupta (2003). Furthermore, this study uncovers that the beneficial effect of good governance practices on bank loan contracting is more pronounced in borrowers with high leverage and poor rating, which implies that the monitoring role of governance is more crucial in risky firms. Our findings are robust to the various characteristics of firms and loans.     

University Board Composition: Causes and Consequences

This paper examines the structure of university boards of trustees and the role of trustees in university governance. The analysis focuses on how trustees are selected at private universities, the role of trustees in representing stakeholder interests, and how these choices are related to institutional mission. A unique data set on board composition in 1968 and 2005 provides the opportunity to examine the empirical relationships between university characteristics, board structure, and performance. The results suggest that larger boards are not related to poorer performance and that having more trustees selected by the alumni may lead to better performance. Copyright © 2013 John Wiley & Sons, Ltd.     

Corporate governance and the market impact of the Financial Services Modernization act of 1999 on bank returns and trading volume

Recent deregulation of financial services by the Financial Services Modernization Act of 1999, also known as the Gramm-Leach-Bliley Act (GLB), places more reliance on corporate governance to oversee the actions of financial institutions. We examine whether corporate governance variables explain bank shareholder reaction to GLB passage. We find that banks with better board oversight react favorably to the GLB and banks with less effective board monitoring react less favorably to the GLB. Banks with lower leverage, lower insider ownership, less board activity, a smaller board, fewer inside directors, and less visibility respond more positively to the GLB. Results indicate investor approval of the legislative effort to increase the role of corporate governance in the banking industry and affirm the importance of effective corporate oversight among financial institutions. The authors thank the reviewers for their insights and suggestions.     

关于经理报酬的西方研究动态

经理报酬水平决定的早期模型把报酬看成公司业绩、规模和成长性的函数。在该模型基础上的实证研究发现业绩对经理报酬水平的解释力很弱。为解释该现象，新近的研究开始寻找决定经理报酬水平的其他机制如公司的董事治理、大股东治理，以及经理的人力资源特征；而且还对影响报酬和业绩敏感性的因素如公司财务杠杆、公司的风险、公司董事治理进行研究，寻找解释报酬业绩敏感性较低的原因。     

民营资本进入银行业的效应和策略分析

2010年以来民营资本进入银行业已取得较大的进展。民营资本适度进入银行业可以带来推动银行业的市场化改革、疏导民间资本、服务实体经济的正面效应，但也存在引发恶性竞争、弱化公司治理、威胁金融系统稳定的风险。民营资本进入银行业有资本的进入、机构的进入两种方式。我国政府应在完善政策规则框架、严格控制准入数量、引导民营资本严格自律、建立风险补偿和市场退出机制方面规范民营资本进入银行业。     

Board Determinants in Banking Industry. An International Perspective

This paper explores the factors influencing the board composition of an international sample of commercial banks over the period 1996–2006. After considering the dual role of the board as monitor and advisor, our analysis shows that no one board composition is optimal for the banking industry and that any such recommendation could harm bank governance. Our results suggest that more complex banks that have a low ownership concentration and are headquartered in a civil law country should have larger and more independent boards. Copyright © 2012 John Wiley & Sons, Ltd.     

CORPORATE BOARD SIZE, COMPOSITION AND CORPORATE FAILURES IN RETAILING INDUSTRY[1]

In recent years some activists have advanced proposals to reform corporate boards, notably their structure and process, to assure desirable corporate governance. the empirical question, however, is whether such formal board changes would guarantee good governance. This paper examines this issue by studying the differences in the board size and board composition of 21 pairs of failed and non-failed firms. the results suggest that the non-failed retailing firms, as compared to failed ones, tend to have bigger boards within the size range suggested by the activists. the differences in the percent of outsider directors and multiple offices held by C.E.O.s between the failed and non-failed firms were not significant. Implications of the results for the evaluation of board reforms are discussed.     

Employee perceptions of performance appraisals: a comparative study on Indian banks

Performance appraisal is the most critical human resource practice and an indispensable part of every organization; however, the practice continues to generate dissatisfaction among employees and is often viewed as unfair and ineffective. Indian banking sector is one of the biggest and fastest growing financial service sectors. The post-liberalization era has witnessed significant changes in the structure and operations of banks operating in India. Arrival of new private and foreign banks has given a cause to public sector banks to be more competitive, effective and innovative in their approach. Past researches have compared public and private sector banks and have indicated that new private sector banks are outscoring public sector banks in terms of technical and economic efficiency parameters. However, no study could be found that compared public and private banks in India on fairness perceptions of performance appraisal system. Therefore, this research studied the differences between public and private sector banks with respect to perception of fairness of the performance appraisal system and performance appraisal satisfaction. Perception of fairness of the performance appraisal system has been studied through nine factors. The study used independent samples t-test and qualitative analysis to study the mean differences between the two banks. Results indicated that private sector bank employees perceive greater fairness and satisfaction with their performance appraisal system as compared to public sector bank employees.     

Corporate governance practices that address climate change: an exploratory study

This exploratory study sought to investigate how well 98 firms in three industries, across 10 countries, are addressing climate change through five specific governance practices. The findings suggest that non‐US firms demonstrate higher performance on the governance dimensions than their US counterparts. Further, by separating firms into low versus high performers on the governance dimensions, some board structure variables, such as number of directors and an independent board chair, were associated with higher performing firms. The study contributes both to institutional and agency theory. For example, coercive isomorphisms in regions of the world, such as Europe, might be driving firms to demonstrate that they are addressing climate change at the governance level in order to gain legitimacy. As for agency theory, this study offers both confirmatory and contradictory results regarding board independence. For example, firms who separated the CEO–board chair role achieved better governance on climate change, while at the same time firms who demonstrated lack of independence with respect to the inside versus outside director ratio also achieved better governance on climate change. This paves the way for additional research in understanding how board structure influences organizational phenomena. Copyright © 2009 John Wiley & Sons, Ltd and ERP Environment.     

从《公司法》的视角探讨民营企业公司治理结构

本文根据《公司法》的规范和公司治理完善理论,针对民营企业内部治理制度存在的产权界定不清、股权过分集中,股权结构不合理、决策机制不科学、约束机制不完善的问题,阐述了民营企业的公司治理制度完善要路径,提出了修改《公司法》关于公司治理结构法律制度的立法建议。以期有助于民营企业的制度创新、健康发展和公司法的完善。     

Board Antecedents of CEO Duality and the Moderating Role of Country‐level Managerial Discretion: A Meta‐analytic Investigation

CEO duality reduces boards’ monitoring capacity. But governance substitution theory holds that boards of directors who can effectively monitor their CEOs are more likely to adopt the CEO duality governance structure. By examining relationships between board characteristics underlying their monitoring capacity and CEO duality, we bring evidence to bear on governance substitution theory. Further, by applying a managerial discretion theory lens to CEO duality, we extend governance substitution theory to the cross‐country context where institutional features vary in their constraints on managerial discretion. Meta‐analytic results from a dataset of 297 studies across 32 countries/regions provided support for the majority of our predictions. As predicted, board independence and certain types of board human capital were positively related to CEO duality. Unexpectedly, board ownership was negatively related to CEO duality. Additionally, country‐level managerial discretion significantly moderated the board independence‐ and human capital‐duality relationships (but not the board‐ownership‐duality relationship) as predicted.     

Banks' business strategy and environmental effectiveness: The monitoring role of the board of directors and the managerial incentives

The purpose of this paper is to investigate how banks' climate strategies affect environmental performance. To extend this line of research, the carbon disclosure of worldwide banks is examined. In particular, we focus on specific governance strategies: board of director monitoring and managerial incentives. Panel data are employed on a sample taken from 330 bank-year observations in the period after the financial crisis. The results show an increase in environmental performance through the implementation of managerial incentives related to climate change, associated with the highest level of responsibility of the board of directors. Overall, the present study contributes to both the academic literature and corporate governance, highlighting the importance of banks' business strategy on climate change risks and opportunities with respect to environmental performance goals.     

公司内部治理机制研究述评与启示

长期以来公司内部治理问题一直是国内外学者研究的热点之一。从公司内部治理的激励合约、董事会及股权结构这三个主要方面对国内外的主要文献进行系统梳理后,得到的启示是,公司内部治理的研究应该重视高层管理人员与公司董事的个体异质性对企业战略及财务决策的影响;应该更多地关注制度因素与股权结构、投资者利益保护的关联性;应该把公司内部治理的研究与外部环境、公共治理相联系。     

董事会职能变迁轨迹及职能重塑

董事会在公司治理机制中发挥关键作用。伴随着公司治理的发展,董事会职能经历了由经营管理到监督,再从监督到监督和决策并重的变迁过程。股权分置改革后,我国公司治理呈现以下特征:国有股"一股独大"状况得到改善;公司控制权市场逐步形成;中小股东的利益逐渐得到保护;公司治理目标由股东价值最大化转变为企业价值最大化。公司治理的变化促使董事会职能发生相应的调整,董事会职能应从权利格局、组织结构、董事素质与激励约束机制、董事会与经理的职责方面实现重塑。     

公司治理与代理成本——来自上市公司的经验证据

本文利用上市公司的数据,分析了公司治理与代理成本之间的关系。结果发现:股权集中度国家股比例、董事会规模、监事会规模、治理环境、公司透明度、企业规模与代理成本显著负相关;股权制衡度、领取报酬的董事比例、领取报酬的监事比例、董事会会议次数、股东大会会议次数与代理成本显著正相关;高管持股、独立董事比例、监事会会议次数、两职分离与代理成本无显著关系;财务杠杆率与代理成本的关系是混合的;国有上市公司和民营上市公司的公司治理与代理成本之间的关系与总样本基本一致。     

When much is not better? Top management compensation,board structure,and performance in Spanish firms

Previous empirical results reveal several contradictions when relating top management compensation, board structure and levels of performance. While fewer directors and more external directors are associated with better supervision, there is no agreement on the effect on top management compensation level. This lack of consensus is even more noticeable when analyzing the effect performance. This paper offers a theoretical framework and a panel data methodology based empirical study to account for how earlier analyses have differed. Given the large board dimension in the Spanish market, information processing perspectives are confirmed which positively link board size with higher top management compensation. Similarly, a higher proportion of external directors reduces top management compensation levels since it improves supervision and reduces insiders' power. Finally, a quadratic relation is obtained between performance and top management compensation. This relation explains a positive effect, supported by agency theory on performance at low levels of management compensation, and a negative effect which is consequence of higher managers' discretion at high levels.