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1、Corporate Governance in Banks “New Banking Guidelines and Corporate Governance between Industries”,David Carse Deputy Chief Executive Hong Kong Monetary Authority 26 April 2001,Introduction,My remit is to talk about our new banking guidelines and about corporate governance “between industries” In pr
2、actice, this means explaining why corporate governance is particularly important for banks as compared with other industries,The importance of corporate governance,Corporate governance is the system by which companies are directed and controlled It is a key issue in relation to listed companies beca
3、use of the separation between ownership and management which listing promotes (giving rise to the so-called “agency problem”) the need to protect minority shareholders Hence, the focus in corporate governance on the need for independent directors,The special case of banks,The above considerations al
4、so apply in relation to listed banks But there are other reasons why corporate governance is particularly important for banks, both listed and unlisted high leverage exposes banks to risk and places increased focus on the need to protect creditors (not just investors) banks are looking after other p
5、eoples money, but risk-taking is central to their activities there are potentially huge systemic problems if banks get into difficulties,The role of bad corporate governance in the Asian crisis,Weak corporate governance in Asian banks was one of the key factors in the Asian crisis many banks were co
6、ntrolled by owner-managers and the board of directors played little role banks were often parts of wider conglomerates and were used to fund other parts of the group or the owners (connected lending) management was not professional and lacked self-responsibility growth was more important than return
7、 on capital risk management was poor,The role of regulation,The potential for banking crisis explains why banks are regulated Traditionally this has been a top-down process regulators lay down rules and try to enforce them Increasingly, however, the trend is towards supervision rather than regulatio
8、n This places the main emphasis on the key role of the directors and senior management in ensuring that banks are prudently managed,The role of supervision,The above trend brings corporate governance to the fore recognises that banking is too complex to be run by regulators tries to encourage self-r
9、esponsibility in banks and to avoid moral hazard Role of the supervisor is to put in place certain minimum standards, to monitor the performance of management and to take action if management is not doing its job properly,How can good corporate governance be promoted by supervisors?,Approval of dire
10、ctors and chief executives of banks and removal of those that are not fit and proper Issuance of guidelines on corporate governance Measures to encourage market discipline through disclosure and transparency,Approval of directors and chief executives,All directors and chief executives of banks in Ho
11、ng Kong must be approved as fit and proper by the HKMA Relevant criteria include probity, reputation and character knowledge, experience, competence, soundness of judgement compliance record business record and other business interests Standards required vary according to the particular position to
12、be held,Approval of managers,HKMA also recently proposed that it should also have the power to approve “managers” (i.e. senior executives below the level of CEO) This attracted opposition from some banks who regarded it as too intrusive and as detracting from the prerogative of the board and CEO As
13、a result we have modified our proposal to require notification of the appointment of managers stipulate as one of the licensing criteria that banks should have adequate systems to ensure that managers are fit and proper,HKMA guideline on corporate governance,Corporate governance of Hong Kong banks i
14、s relatively good by regional standards as has been shown by their ability to survive the Asian crisis intact However, there were some weaknesses in the performance of the boards of a few local banks during the Asian crisis in these cases, the board of directors failed to play a proper leadership ro
15、le To address this situation, the HKMA issued a guideline on corporate governance in locally incorporated authorized institutions in May 2000 intended to reassert the role of the board of directors,Contents of the HKMA Guideline,Major responsibilities of the board ensure competent management approve
16、 objectives, strategies and business plans ensure that the banks operations are conducted prudently and within the framework of laws and board policies ensure that the banks affairs are conducted with a high degree of integrity Legal obligations of directors The use of auditors, including internal audit Specific requirements,Specific Requirements (1),The board should ensure that the bank establishes policies, procedures and controls to manage the various types of risk with which it is faced
