Bank Boards: What Has Changed Since the Financial Crisis?

Shiva  Rajgopal; Suraj  Srinivasan; Forester  Wong

Working Paper | HBS Working Paper Series | 2019

Bank Boards: What Has Changed Since the Financial Crisis?

by Shiva Rajgopal, Suraj Srinivasan and Forester Wong

Abstract

Several government-mandated committees investigating the financial crisis highlighted four key deficiencies in the composition of bank boards before the crisis: (i) group think among bank board members; (ii) absence of prior banking experience of board members; (iii) inability of board members, especially of the chairperson, to devote time to understanding the bank’s business model, and (iv) inadequate emphasis on risk management. Our empirical analysis compares proxies for these deficiencies between 97 U.S. banks and 1,297 nonbanks before and after the crisis covering the years 2007–2015. We also introduce control variables that would have affected these proxies, regardless of the crisis. Based on such an analysis, we do not find (i) a significant difference in the proportion of directors that has turned over from bank boards since 2007 relative to boards of 1,297 firms in other industries; (ii) that banks are staffed by more successful leaders relative to before the crisis; (iii) evidence of greater gender or racial diversity in bank boards or of a greater split between the chairperson and CEO’s position or of an increase in the number of directors appointed outside of the current CEO’s tenure in the post crisis period, relative to nonbanks; (iv) that the number of outside board seats of bank directors, a measure of time commitment, has fallen after the crisis, and (v) that a bank's chairperson is less likely to sit on at least one outside board, relative to before the crisis. Virtually every bank now has a Chief Risk Officer (CRO) but the CRO is unlikely to feature among the top five most compensated employees of the average bank. The number of banks that have an independent risk committee and a committee devoted to reputation management has increased since the crisis. In sum, bank boards seem to have responded modestly to the financial crisis.

Keywords: Banks and Banking; Governing and Advisory Boards; Corporate Governance; Financial Crisis; Change; Diversity;

Language: English

Format: Print

61 pages

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Citation:

Rajgopal, Shiva, Suraj Srinivasan, and Forester Wong. "Bank Boards: What Has Changed Since the Financial Crisis?" Harvard Business School Working Paper, No. 19-108, April 2019.

Case | HBS Case Collection | August 2019

Family Matters: Governance at the Zamil Group

Christina R. Wing, Suraj Srinivasan and Esel Çekin

This case focuses on a large Saudi Arabian industrial conglomerate and family business Zamil Group’s corporate and the family’s governance journey. The 12 sons of the founder led and grew the group successfully after taking over from their father in 1961. The secret to their success was to arrive at all decisions with a consensus, although each had their own approach to dealing with issues. In the mid-1990s, they hired world-class consultants and created manuals and guidelines for governing the business and continuing the growth of the Group’s assets. They were the model for running a family business in Saudi Arabia. However, the increasing number of family members in the group—84 third-generation and 162 fourth-generation members and the upcoming fifth generation—created challenges going forward. They wanted to ensure that the governance principles they had created would evolve and develop in line with the changing dynamics. The upcoming generations did not have jobs waiting for them in the family business simply because they were members of the Zamil family, and not all of them were motivated to remain invested in the businesses. The second-generation and senior members of the third-generation wanted to make sure that they balanced the needs of the business and those of individual family members. They sought to put mechanisms in place that would keep the shares of the business in the family so as to avoid diluting the family’s ownership as they diversified the asset portfolio, addressed diverse risks, and catered to the consumption goals of the next generation. This might mean that the Group would eventually move from being operators to becoming financial investors.

Keywords: Family Business; Steel Industry; Industrial Products Industry; Middle East; Saudi Arabia; Bahrain;

Citation:

Wing, Christina R., Suraj Srinivasan, and Esel Çekin. "Family Matters: Governance at the Zamil Group." Harvard Business School Case 620-009, August 2019. View Details

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Bank Boards: What Has Changed Since the Financial Crisis?

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