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From the Contractual Firm to the Systemic Bank: A Theoretical and Prudential Reappraisal of Bank Governance
[De la firme contractuelle à la banque systémique : relecture théorique et prudentielle de la gouvernance bancaire]

Author

Listed:
  • Hamza Ousi Moh

    (USMBA - Université Sidi Mohamed Ben Abdellah)

  • Tarik Jellouli

    (USMBA - Université Sidi Mohamed Ben Abdellah)

Abstract

Corporate governance has traditionally been grounded in a contractual approach that views the firm as a nexus of contracts linking shareholders, managers, and creditors, with the primary objective of mitigating agency conflicts. However, the application ofthis analytical framework to the banking sector reveals significant limitations due to banks' high financial leverage, informational opacity, and their systemic role in maintaining economic stability. In this context, the objective of this article is to provide a theoretical and prudential reassessment of banking governance in order to better understand the institutional and regulatory specificities that characterize banking institutions.From a methodological perspective, this study relies on an analytical review of the literature on corporate governance, banking regulation, and the prudential mechanisms implemented in the aftermath of the 2008 global financial crisis. The analysis draws on a corpus of academic contributions as well as institutional reports addressing banking governance and financial stability. The theoretical frameworks of agency theory, transaction cost theory, and the stakeholder approach are mobilized to examine their explanatory power within the specific context of banking institutions.The findings indicate that banking governance extends beyond the traditional shareholder-oriented governance framework and operates within a broader institutional architecture that combines market discipline, internal control mechanisms, and prudential supervision. The study thus highlights that banking governance constitutes a hybrid model integrating both the contractual logic of corporate governance and regulatory requirements aimed at safeguarding financial system stability.In conclusion, the article argues that banking governance can be interpreted as an institutionalized extension of the traditional contractual model, in which the systemic dimension and the objective of financial stability play a central role, thereby justifying the development of a conceptual framework specifically tailored to the banking sector.

Suggested Citation

  • Hamza Ousi Moh & Tarik Jellouli, 2026. "From the Contractual Firm to the Systemic Bank: A Theoretical and Prudential Reappraisal of Bank Governance [De la firme contractuelle à la banque systémique : relecture théorique et prudentielle de la gouvernance bancaire]," Post-Print hal-05551718, HAL.
    • Handle: RePEc:hal:journl:hal-05551718
    DOI: 10.5281/zenodo.18900134
    Note: View the original document on HAL open archive server: https://hal.science/hal-05551718v1
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    References listed on IDEAS

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    4. Caprio, Gerard & Laeven, Luc & Levine, Ross, 2007. "Governance and bank valuation," Journal of Financial Intermediation, Elsevier, vol. 16(4), pages 584-617, October.
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    6. Thorsten Beck & Asli Demirgüç-Kunt & Ross Levine, 2000. "A New Database on the Structure and Development of the Financial Sector," The World Bank Economic Review, World Bank, vol. 14(3), pages 597-605, September.
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