Elgar Financial Law and Practice series
Chapter 1: A PRIMER ON CORPORATE GOVERNANCE IN BANKS AND FINANCIAL INSTITUTIONS: ARE BANKS SPECIAL?
This chapter serves as an introductory chapter to the present volume on bank corporate governance. As such, it seeks to capture some of the specific corporate governance problems banks face, and to provide a useful background for the discussion of more detailed aspects of the topic in the forthcoming chapters. Of course, the views expressed herein are the author’s own and other contributors to the volume may not agree with them. The analysis mainly focuses on UK banks that are listed on the London Stock Exchange, in other words, on large systemic banks. The corporate governance of banks is an area under continuous development which has changed dramatically in recent years both nationally and internationally. As all listed companies, UK banks are expected to comply with the UK Corporate Governance Code. In addition, the 2009 Walker Review introduced a series of governance recommendations specific to banks and other financial institutions. Many of these have since then been implemented by the PRA and now form part of the PRA Handbook. More recently, the report of the Parliamentary Commission on Banking Standards urged for broader changes to bank corporate governance including the approved persons’ regime and directors’ duties. In parallel, the fourth Capital Requirements Directive (CRD IV), impacts on bank corporate governance with regard to executive remuneration. Many of these issues will be explored in depth in the following chapters of this volume. The principal aim of this chapter is to illustrate that the private ordering model of bank corporate governance