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Bank corporate governance: a proposal for the post-crisis world

Author

Listed:
  • Macey, Jonathan R.

    () (Yale University)

  • O'Hara, Maureen

    () (Johnson Graduate School of Management, Cornell University)

Abstract

The corporate governance problems of banks are qualitatively and quantitatively different from those of other firms. The authors argue that a key factor contributing to this difference is the growing opacity and complexity of bank activities, a trend that has increased the difficulty of managing risk in financial firms. They also cite the governance challenges posed by the holding company organization of banks, in which two boards of directors—the bank’s own board and the board of the holding company that owns the bank—monitor the bank. This paradigm results in significant confusion about the role of bank holding company directors: While regulators focus on directors’ safety and soundness responsibilities, state corporate laws governing the conduct of managers focus on the conflicting goal of maximizing shareholder wealth. Reviewing the existing solutions to bank corporate governance problems, the authors argue that it is time to impose a more rigorous standard of conduct on bank directors. They contend that “post-crisis” bank directors should be held to high professional standards rather than the amateur standard that governs directors generally, and they propose “banking expert” requirements for risk committee members akin to the requirements that Sarbanes-Oxley imposes on audit committees. They further assert that all bank directors should be “banking literate,” possessing the specialized knowledge needed to monitor and control risk taking in complex banking institutions.

Suggested Citation

  • Macey, Jonathan R. & O'Hara, Maureen, 2016. "Bank corporate governance: a proposal for the post-crisis world," Economic Policy Review, Federal Reserve Bank of New York, issue Aug, pages 85-105.
  • Handle: RePEc:fip:fednep:00033
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    References listed on IDEAS

    as
    1. Eric S. Rosengren, 2013. "Bank capital: lessons from the U. S. financial crisis," Speech 67, Federal Reserve Bank of Boston.
    2. Jakob Haan & Razvan Vlahu, 2016. "Corporate Governance Of Banks: A Survey," Journal of Economic Surveys, Wiley Blackwell, vol. 30(2), pages 228-277, April.
    3. Levine,Ross Eric, 2004. "The Corporate Governance of Banks - a concise discussion of concepts and evidence," Policy Research Working Paper Series 3404, The World Bank.
    4. Hamid Mehran & Alan Morrison & Joel Shapiro, 2011. "Corporate governance and banks: what have we learned from the financial crisis?," Staff Reports 502, Federal Reserve Bank of New York.
    5. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    6. Laeven, Luc & Levine, Ross, 2009. "Bank governance, regulation and risk taking," Journal of Financial Economics, Elsevier, vol. 93(2), pages 259-275, August.
    7. Phyllis Y. Keys & Joanne Li, 2005. "Evidence On The Market For Professional Directors," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 28(4), pages 575-589.
    8. Flannery, Mark J, 1994. "Debt Maturity and the Deadweight Cost of Leverage: Optimally Financing Banking Firms," American Economic Review, American Economic Association, vol. 84(1), pages 320-331, March.
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    Cited by:

    1. Díaz, Violeta & Huang, Ying, 2017. "The role of governance on bank liquidity creation," Journal of Banking & Finance, Elsevier, vol. 77(C), pages 137-156.
    2. Woon Sau Leung & Wei Song & Jie Chen, 2018. "Does Bank Stakeholder Orientation Enhance Financial Stability? Evidence from a Natural Experiment," Working Papers 2018-14, Swansea University, School of Management.

    More about this item

    Keywords

    banks; corporate governance; risk management; bank holding companies; BHC;

    JEL classification:

    • G21 - Financial Economics - - Financial Institutions and Services - - - Banks; Other Depository Institutions; Micro Finance Institutions; Mortgages
    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation

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