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Authors: Deniz Anginer, Asli Demirgüç-Kunt, Harry Huizinga, Kebin Ma
Good corporate governance yields low bank capitalisation
A key corporate governance feature is board size, i.e. the number of board members. The relationship between board size and bank capital is theoretically ambiguous, as a larger board may be better able to represent shareholder interests because it is less easily captured by management, but on the other hand it may be less effective in promoting shareholder interests due to free rider problems within the board. The authors find that bank capitalisation is lowest for boards of intermediate size, consisting of about 10 members.
Hence, it appears that boards of intermediate size best serve shareholder interests in engineering low bank capitalisation, leading to higher bank valuation.
As to board composition, the authors find that bank capitalisation is lower if the roles of chief executive officer and chairman of the board are separated, i.e. if the chief executive officer is not also the chairman of the board.
Such a separation may enable the board to lower bank capital in the interest of bank shareholders without effective opposition from the chief executive officer. CEO-chairman separation is estimated to reduce the common equity ratio by 0.3 per cent in 2006, just prior to the recent financial crisis. This reduction is material, given that the common equity variable has an overall average value of 8.9 per cent.
As a related matter, this column considers whether local corporate law allows for the possibility of anti-takeover measures to be taken by a bank. The possibility of anti-takeover provisions could lead to higher bank capital, as a weaker market for corporate control implies that management can more easily pursue banking strategies that do not maximise shareholder value, such as a high bank capitalisation. The results confirm that anti-takeover provisions lead to higher bank capitalisation.
Overall, the authors find evidence that good corporate governance favouring shareholder interests – implying boards of intermediate size, CEO-chairman separation, and a lack of anti-takeover provisions – leads to lower bank capitalisation, with possibly negative implications for financial stability.
Implications for the design of corporate governance at banks
In reform discussions since the crisis, the potentially nefarious impact of good corporate governance on bank risk-taking often fails to be recognised. Looking back at the crisis, the European Commission, for instance, concludes that the board of directors of a bank were unable to exercise effective control over senior management, and that directors’ failure to understand and ultimately control the risks to which their financial institutions were exposed, was at the heart of the origins of the crisis. This assessment ignores that more effective control of the board over senior management may lead to more, rather than less bank risk brought on, for instance, by lower bank capitalisation.
The UK Parliamentary Commission on Banking Standards similarly concludes that many non-executive directors failed to act as an effective check on, and a challenge to, executive managers, recommending the appointment of a Senior Independent Director, ensuring that the relationship between the CEO and the Chairman does not become too close, and that the Chairman performs his or her leadership and challenge role. Our evidence suggest that the introduction of such a Senior Independent Director could well lead to more bank risk through lower bank capital.
In specific cases, bank supervisors move to bring about good governance at a bank, with possibly opposite consequences for bank risk from the ones that were intended. In October 2013, Jamie Dimon, for instance, gave up his chairmanship of the board of JP Morgan Chase’s main banking subsidiary at the instigation of the Office of the Comptroller of the Currency. However, the resulting separation of Dimon’s previous roles of CEO (of the parent bank) and chairman (of the subsidiary bank) at JP Morgan Chase potentially has the unintended effect of increasing bank risk.
Conclusions
The finding that good corporate governance leads to low bank capitalisation does not necessarily imply that corporate governance schemes at banks should not be designed to be good. In the end, the disadvantage of good corporate governance in bringing about lower bank capitalisation has to be balanced against any presumed benefits in terms of restricting management’s ability to perform badly in unrelated ways, for instance, by shirking or acquiring perks at the expense of bank shareholders.