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Overall governance in the financial sector

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01The world-renowned HR guru Prof. Dave Ulrich, speaking to a group of board executives, said that every board is responsible for governing its firm in the best interest of the shareholders and other stakeholders. They are responsible for their actions and the actions of the firm’s leaders relative to shareholders. 

Today’s banking industry is constantly being buffeted by waves of capital issues, talent, regulatory and technological challenges. The increased regulatory burden and related costs impact every financial institution in both the approach to doing business and the expense of doing business. 

The industry is in transition, with many challenges ahead. As a result, there has never been a greater need for well functioning, informed and upright boards of directors. There has also never been a more important time for board members to keep in mind that their responsibilities go beyond the institution they serve. To achieve long-term value for shareholders bank boards would need to look for ways to strengthen their institutions, to do that they need to strengthen themselves as a board. 

One way of doing that is to adopt the practices of effective boards - getting competent and credible directors on their boards. Well performing companies on many occasions have been destroyed by bad governance...that is what the Enrons, the Worldcoms, the Satyams and all the scam-tainted companies like GK and CIFL are all about. Almost always it is the board and the top management of these companies that ruin these firms and take them rapidly down. 

These are classic examples of boardroom and top management failure in discharging their fiduciary responsibility to shareholders and their failure to ensure the long-term health of the company. Most legislative and regulatory action by most governments post-2008 was geared towards preventing such episodes in the future.

Director criteria

The most challenging and distracting issues a board can face are those related to its own members. These issues typically arise in 03connection with conflicts of interest between board members and the institutions they serve, or when board members experience financial difficulties of their own. 

A board can also lose its effectiveness when there are personality clashes in the boardroom or when one or more board members seek to dominate the deliberations. The best time to avoid such issues is during the selection process for new directors. Compromise in the selection of directors will almost always dilute the effectiveness of the board as a whole.

Directors add value to a bank board when they:

  • Have a good level of financial acumen
  • Are aware of risk fundamentals and techniques
  • Are able to manage dynamics with top executives
  • Demonstrate emotional intelligence when addressing tough issues

To play that role directors need to have the following key characteristics.

1.     Independence and care about the progress of the institution deeply - being free of conflicts.

2.     Time to devote to the job - to prepare for board meetings and to participate in committees.

3.     Competent - being fully engaged and proactive as a board member.

4.     Courage and credible - ability to deal with tough issues.

5.     Willingness to learn

A group of good, solid and dependable board members could be far more effective than an all-star line-up of directors. A board is far more effective when it acts as a group, where all members can voice their opinions, and where difficult questions can be asked. 

Dominant shareholders and board cultures in which constructive debate never occurs have contributed to the demise of many financial institutions. Therefore careful selection of new board members, keeping in mind the strengths and weaknesses of the other members of the board, is well worth the time and effort involved. 

The board of a bank which runs on public deposits is accountable as a group, since their functioning is essentially collegial in nature, and is expected to promote a shared point of view about what decisions the firm should make to create lasting value.

Board composition

The composition of a board and the interpersonal dynamics among its members are critical for the success of a financial institution. A bank board like any other working group can be heavily influenced by members who dominate the conversation or by members who actively discourage discussion or dissent. 

A board is not intended to merely rubber stamp the proposals of management. If the responsibilities are to be effectively discharged, it is important that the composition of a board and the interpersonal dynamics among its members are right. 

While integrity is an essential prerequisite, this alone is not sufficient and directors must be people who are alert and have the capacity to understand the inherent risks taken on by an institution and objectively analyse the proposals submitted by management on various aspects of a firm’s operations. 

However, it is equally important that the board has competence within it which embraces other disciplines such as law, economics, marketing, human resource management and technology, so that a multidisciplinary approach is taken to managing risks and growing the bank business.

Independent Directors

Most codes now insist that one-third of the number of directors are independent non-executive directors. However, independence is not about ‘no-Shareholding’, and it is more about how independent the director is in his thinking beyond and his ability to challenge proposals at the board meeting. 

I do subscribe to the view that non-executive directors are the ones who really perform the real role of independent directors, since executive directors are often left to defend decisions and proposals in board meetings. 

Also, most codes now require nomination committees to recommend the appointment of new directors. The main purpose of having a nomination committee is to ensure that there is a transparent appointment process which is not under the control of the Chairman or the CEO, and to ensure that the right balance of skills, experience and independence is brought to the board table.

Education and development

Most directors only visit the institution they represent once or twice a month, which makes a full understanding of the operations very challenging. Further, given the limited scope of the role most directors don’t understand the business well enough to challenge the executives. Therefore there certainly needs to be an educational element brought into board meetings and beyond to ensure the directors properly understand the business they are overseeing and also have the competence to get under the skin of the institution and follow up on things that don’t seem quite right. 

Most directors are expected to focus on continuous professional development to ensure they stay ahead of the game. With such education, directors can become far more effective in identifying and understanding the risks to be managed as well as the key drivers that most influence a bank’s performance. This also means getting people on the board who are experts in things like branding, HR, learning and the like - not usually the kind of people boards look to right now. That is why most boards miss major risks that they should have caught in the first place.

In the final analysis, board members are now expected to provide oversight and perspective to the executives running the institution by bring their own experiences from other institutions they have managed to the table to help the institution make better quality decisions and to help build a sustainable business.

(The article is the synopsis of a speech delivered by the writer last week at a seminar. The writer was a bank director from 2003-2014).

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