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Working Paper
| HBS Working Paper Series
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2019
Bank Boards: What Has Changed Since the Financial Crisis?
by
Shiva Rajgopal, Suraj Srinivasan and Forester Wong
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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;
