This chapter introduces the special nature of bank governance and explains how it relates to substantive regulation. The first part highlights how corporate governance of financial institutions is special as compared with non-financial corporations. It discusses the role of negative externalities of banking activities and the perverse incentive structure faced by shareholders, especially in the upward portion of the financial cycle. The special nature of the governance incentives characterising banks provides a strong argument for deviating from the conventional wisdom on “good governance” in non-financial firms. Yet, the literature has not been able to operationalise it. This chapter fills this gap and proposes a framework where the specialty of bank governance translates into tailored governance regulation. In this framework, governance regulation aims at bridging the wedge between the goals of substantive regulation and the incentives of bankers. The second part of this chapter shifts the focus on the existing regulations on bank governance and assesses their ability to provide tailored responses to the specific incentive structure characterising banks. The findings show that these often represent a crystallisation of existing best practices. Finally, this chapter discusses the role of debt governance in banking and how its usual channels are widely unavailable. It argues that, if appropriately enabled by specific regulatory interventions, debt governance can complement the effort of the regulator and the supervisor in achieving the resilience of the bank. In this respect, governance regulation should be conceptualised as a medium, necessary to fine-tune the incentives of bank stakeholders and the goals of substantive regulation. This chapter is structured as follows. Section 1 sets the stage for the analysis. Section 2 analyses the unique features of bank governance and discusses the different approaches to bank governance before and after the Global Financial Crisis. Section 3 frames the relation between bank governance and substantive regulation, arguing that governance regulation should act as a medium fine-tuning bank governance and substantive regulation. Against this backdrop, Section 4 critically reviews the governance regulation for European banks. Section 5 discusses the potential for regulating debt governance and fine-tuning it with the recovery and resolution framework. Section 6 concludes.

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Bank Governance

  • Edoardo D. Martino

摘要

This chapter introduces the special nature of bank governance and explains how it relates to substantive regulation. The first part highlights how corporate governance of financial institutions is special as compared with non-financial corporations. It discusses the role of negative externalities of banking activities and the perverse incentive structure faced by shareholders, especially in the upward portion of the financial cycle. The special nature of the governance incentives characterising banks provides a strong argument for deviating from the conventional wisdom on “good governance” in non-financial firms. Yet, the literature has not been able to operationalise it. This chapter fills this gap and proposes a framework where the specialty of bank governance translates into tailored governance regulation. In this framework, governance regulation aims at bridging the wedge between the goals of substantive regulation and the incentives of bankers. The second part of this chapter shifts the focus on the existing regulations on bank governance and assesses their ability to provide tailored responses to the specific incentive structure characterising banks. The findings show that these often represent a crystallisation of existing best practices. Finally, this chapter discusses the role of debt governance in banking and how its usual channels are widely unavailable. It argues that, if appropriately enabled by specific regulatory interventions, debt governance can complement the effort of the regulator and the supervisor in achieving the resilience of the bank. In this respect, governance regulation should be conceptualised as a medium, necessary to fine-tune the incentives of bank stakeholders and the goals of substantive regulation. This chapter is structured as follows. Section 1 sets the stage for the analysis. Section 2 analyses the unique features of bank governance and discusses the different approaches to bank governance before and after the Global Financial Crisis. Section 3 frames the relation between bank governance and substantive regulation, arguing that governance regulation should act as a medium fine-tuning bank governance and substantive regulation. Against this backdrop, Section 4 critically reviews the governance regulation for European banks. Section 5 discusses the potential for regulating debt governance and fine-tuning it with the recovery and resolution framework. Section 6 concludes.