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Law on Corporate Governance in Banks [Hardback]

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  • Format: Hardback, 384 pages, height x width: 244x169 mm
  • Series: Elgar Financial Law and Practice series
  • Pub. Date: 27-Feb-2015
  • Publisher: Edward Elgar Publishing Ltd
  • ISBN-10: 1782548858
  • ISBN-13: 9781782548850
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  • Price: 230,95 €
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Law on Corporate Governance in BanksLarger Image
  • Format: Hardback, 384 pages, height x width: 244x169 mm
  • Series: Elgar Financial Law and Practice series
  • Pub. Date: 27-Feb-2015
  • Publisher: Edward Elgar Publishing Ltd
  • ISBN-10: 1782548858
  • ISBN-13: 9781782548850
Other books in subject:
Permanent link: https://www.kriso.lv/db/9781782548850.html
Corporate governance in financial institutions has come under the spotlight since the banking crisis in the UK in 2008-9. In many respects, the banking business raises unique problems for corporate governance that are not found in other corporate sectors. The Law on Corporate Governance in Banks is the first work to provide a detailed survey and practical examination of key topical issues in the corporate governance of banks and financial institutions.Combining the insight and expertise of leading corporate lawyers in the field with rigorous academic analysis, the book unpicks and clarifies the legal issues that confront corporate and banking law practitioners when advising banks and financial institutions, including; governance structure, collective board responsibility, directors liability, the role of shareholders, corruption control mechanisms, remuneration, corporate accountability, and risk management.

With its practical focus and strong theoretical platform, this book will be an important resource for corporate and financial lawyers seeking to understand and advise on the changing and dynamic legal landscape.

Key features of the book include:

An author team of senior practitioners and leading academic experts Detailed treatment of all the key corporate governance issues in financial sector Comprehensive and up-to-date legislative analysis of latest reforms.

Reviews

I believe this book should be on the reading list of all UK and EU FinTech and banking executives. -- Fin-Future magazine This book is a rare addition to the literature on reforms in banking regulation. It brings together discussion and commentary from distinguished scholars covering the key area of bank corporate governance. The volume is as much reflective as forward looking and would appeal to students, academics and practitioners who wish to keep abreast of developments in this critical field and develop a more in-depth understanding of the complex and challenging nature of bank corporate governance. -- Emilios Avgouleas, University of Edinburgh, UK This timely and thought-provoking collection explores a number of aspects of the current system of corporate governance in banks, probes their limitations and makes suggestions for further reform. It will be of particular interest to postgraduate students and researchers, academics and policy makers in the fields of banking or corporate governance. -- Andrew Johnston, University of Sheffield, UK

About the authors xi
Preface xv
Table of cases
xviii
Table of legislation
xx
1 A Primer On Corporate Governance In Banks And Financial Institutions: Are Banks Special?
Andreas Kokkinis
1 Introduction
1(17)
A Agency Theory: Aligning The Interests Of Managers And Shareholders
5(1)
I A Brief Overview Of Agency Theory
5(5)
II Agency Costs And Risk-Taking By Companies
10(8)
2 The Failure Of Conventional Corporate Governance In The Case Of Banks: Profit Maximisation V The Public Interest
18(19)
A The Public Interest In Financial Stability
18(2)
I The Economic Significance Of Banks
20(3)
II The Unique Business Risks Faced By Banks
23(2)
III Systemic Risk
25(2)
IV The Peculiar Capital Structure Of Banks
27(2)
B The Misalignment Between The Interests Of Bank Shareholders And The Public Interest
29(8)
3 The Limited Potential Of Shareholders And Creditors To Monitor Risk Taking By Banks
37(23)
A The Limits Of Shareholder Governance Of Risk Taking By Banks
39(1)
I The Opacity Of Banks' Assets
40(5)
II The Effect Of Asset Opacity On Risk-Monitoring By Bank Shareholders
45(3)
B The Limits Of Bondholder Monitoring Of Risk Taking By Banks
48(8)
C The Very Limited Risk-Monitoring By Depositors
56(4)
4 The Effect Of Bank Opacity On The Core Problem Of The Misalignment Between The Public Interest And Conventional Corporate Governance
60(5)
5 Towards A Regulatory Approach To Bank Corporate Governance
65(9)
A The Recent Regulatory Interventions To Bank Corporate Governance
66(5)
B A Broader Reconceptualisation Of Bank Corporate Governance
71(3)
6 Conclusion
74
2 Corporate Governance And Banks: The Role And Composition Of The Board
Edward Walker-Arnott
1 Company Law And The Board
1(9)
2 The Corporate Governance Code
10(21)
3 The Approved Persons Regime
31(5)
4 Banks And Financial Institutions
36(27)
A Royal Bank Of Scotland
39(6)
B Halifax Bank Of Scotland
45(6)
C Barclays Plc
51(4)
D Parliamentary Commission On Banking Standards
55(2)
I Regulatory Oversight Of Boards
57(4)
II Comments And Suggestions
61(1)
III The Financial Services (Banking Reform) Act 2013
62(1)
5 The Future
63
3 Directors' Duties And Liabilities: Disqualifying `Unfit' Directors At Banks? Political Rhetoric And The Directors' Disqualification Regime
John Lowry
Rod Edmunds
1 Introduction
1(6)
2 The Rise And Fall Of The Royal Bank Of Scotland
7(6)
3 Hbos:'An Accident Waiting To Happen'
13(3)
4 The Company Directors Disqualification Act 1986
16(3)
5 Determining Unfitness To Be Concerned In The Management Of A Company
19(4)
6 Individual Failure And Ensuring Personal Responsibility: Old Wine In New Bottles
23(4)
7 Conclusion
27
4 The Role Of Institutional Shareholders: Stewardship And The Long-/Short-Term Debate
Arad Reisberg
1 Introduction
1(5)
A Background
1(1)
B Short-Termism -- Human Nature And Culture
2(2)
C Major Reports, Consultations And Papers On The Topic Since 2010
4(2)
2 Short-Term V Long-Term Dichotomy And The Elusiveness Of The Term `Long-Term'
6(4)
A Do We All Mean The Same Thing? How Long Is `Long-Term'?
6(4)
3 What's The Problem With Short-Termism?
10(10)
4 The Causes Of Short-Termism
20(6)
5 Additional Drivers Of Short-Termism
26(13)
A Driver No. 1: Does Frequent Periodic Financial Reporting Cause Short-Termism?
27(4)
B Driver No. 2: Shareholders' Disengagement
31(7)
C Driver No. 3: Diverse Incentives
38(1)
6 How To Break The Short-Term Cycle
39(8)
A Tax Reforms
40(1)
B Corporate Governance Modifications
41(1)
C Uk Government Sets Out Steps To Change Culture In Uk Equity Markets
42(2)
D Are These Steps In The Right Direction?
44(3)
7 Debate Is Far From Over
47(8)
8 Looking Ahead
55
5 Design And Control Of Remuneration In Uk Banks
Marc T. Moore
1 Introduction
1(1)
2 Principal Forms Of Directorial And Executive Remuneration
2(11)
A Basic Director's Service Fee
3(1)
B Executive Salary
4(1)
C Bonus Payments
5(1)
D Shares And Restricted Share Grants
6(2)
E Executive Share Options
8(2)
F Pension Allowance
10(1)
G Gratuities
11(1)
H Expenses And Perquisites
12(1)
3 Who Determines Directors' Remuneration?
13(13)
A Fundamental Principles
13(2)
B The (Limited) Role Of The Courts
15(5)
C Remuneration Committees
20(4)
D Determination Of Non-Executive Directors' (Neds') Remuneration
24(1)
E Directors' Service Contracts Open For Inspection By Shareholders
25(1)
4 The Directors' Remuneration Report And `Say On Pay' Vote
26(10)
A Background
26(2)
B The New (Post-2013) Two-Tier Procedure For `Say On Pay' Voting
28(4)
C Expected Impact Of The 2013 Reforms
32(4)
5 Aligning Pay With Performance And Risk Tolerance: The Regulatory Framework Applicable To Banks
36
A Introduction
36(2)
B Fundamental Principles
38(3)
C Bonus Payments
41(8)
D Long-Term Incentive Schemes (Executive Share Options And Restricted Share Grants)
49(3)
E Severance Payments (`Golden Parachutes') And Pension Allowances
52(4)
F Clawback And Unilateral Pay-Reduction Provisions
56
6 Corporate Governance And Risk Management In Banks And Financial Institutions
Iris H-Y Chiu
1 Introduction
1(5)
2 Corporate Governance As A Framework For Risk Management
6(5)
3 Post-Crisis Regulatory Reforms In Corporate Governance And Risk Management
11(21)
4 Can Regulating Risk Management Effectively Secure Risk-Taking At Optimal Levels?
32(12)
5 Conclusion
44
7 Corporate Reporting And The Accountability Of Banks And Financial Institutions
Iris H-Y Chiu
1 Introduction
1(4)
2 Financial Reporting By Banks And Financial Institutions
5(15)
3 The Rise In The Importance Of Narrative Reporting
20(19)
4 The Audit Committee
39(6)
5 The Role Of Auditors
45(15)
6 Regulatory Accountability, Microprudential Reporting And Regulatory Supervision
60(7)
7 Corporate Transparency In Esg Matters, Sustainability And Integrated Reporting
67(10)
8 Conclusion
77
8 Systems And Controls In Anti-Bribery And Corruption
Anna P. Donovan
1 Introduction
1(5)
2 The Bribery Act 2010: A Catalyst For Internal Controls
6(13)
A Failure Of Commercial Organisations To Prevent Bribery
7(6)
B The Adequate Procedures Defence
13(6)
3 The Bribery Act 2010: The Moj Guidance
19(47)
A Principle 1: Proportionate Procedures
23(7)
B Principle 2: Top-Level Commitment
30(9)
C Principle 3: Risk Assessment
39(8)
D Principle 4: Due Diligence
47(7)
E Principle 5: Communication (Including Training)
54(7)
F Principle 6: Monitoring And Review
61(5)
4 Culture As A Bulwark Against Corruption?
66(29)
A Identifying Culture's Functionality
68(3)
I Culture As A Normative Ordering Mechanism
71(3)
II Culture As A Panacea
74(3)
III Culture As A Social Order
77(3)
B Implementing Culture
80(2)
I Tone From The Top
82(5)
II Communication
87(3)
III Employee Participation
90(2)
IV Enforcement
92(3)
5 Conclusion
95(3)
Annex 8.1 Summary Of Key International Conventions
98(12)
A Oecd Convention On Combating Bribery Of Foreign Public Officials In International Business Transactions (The Oecd Convention)
100(4)
B United Nations Convention Against Corruption (Uncac)
104(3)
C Council Of Europe And The Group Of States Against Corruption (Greco)
107(3)
Annex 8.2 The Bribery Act 2010: Corporate Hospitality And Facilitation Payments
110
A Gifts And Hospitality
111(7)
B Facilitation Payments
118
9 The Market For Corporate Control In The Banking Industry
Georgina Tsagas
1 Introduction
1(4)
2 Recent Developments
5(4)
3 Bank Acquisition Case Studies
9(13)
A Abn Amro And Banca Antonveneta
10(3)
B Rbs -- Abn Amro
13(7)
C Bnp -- Societe Generale
20(2)
4 Legal Framework
22(25)
A The Qualifying Holdings Directive
24(12)
B The Uk Takeover Code
36(9)
C Eu Takeover Directive
45(2)
5 The Market For Corporate Control In The Banking Sector
47(6)
6 The Market For Corporate Control In The Bank Sector Assessed
53(14)
A The Role Of The Supervisory Authority
54(5)
B The Role Of The Board Of The Bidding Company
59(5)
C The Role Of The Target Board And Target Shareholders
64(3)
7 Conclusion
67(270)
Index 337
Iris H.-Y. Chiu, Professor of Corporate Law and Financial Regulation, University College London, UK and Consulting Editor, Michael McKee, Partner, DLA Piper

With contributions from Anna P. Donovan, Lecturer in Law, University College London, Rod Edmunds, Senior Lecturer, Queen Mary University of London, Andreas Kokkinis, University of Birmingham, John Lowry, Emeritus Professor of Commercial Law, UCL, UK and Cheng Yu Tung Visiting Professor, University of Hong Kong, Marc Moore, University of Nottingham, Arad Reisberg, Brunel University London, Georgina Tsagas, Lecturer in Law, University of Bristol, Edward Walker-Arnott, Honorary Professor of Corporate Law, University College London, and Consultant and Former Senior Partner, Herbert Smith Freehills