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Implementing Good Corporate Governance in Banks May 29, 2006 Karachi, Pakistan


Key Players in Governance of Banking Sector. Central Bank and Supervisors ... Shari'ah rulings, application of fatwa and monitoring of Shariah compliance ... – PowerPoint PPT presentation

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Title: Implementing Good Corporate Governance in Banks May 29, 2006 Karachi, Pakistan

Implementing Good Corporate Governance in
BanksMay 29, 2006Karachi, Pakistan
  • Dr. Nasser Saidi
  • Executive Director
  • Hawkamah ICG
  • DIFC

  • Corporate Governance (CG) and economic
  • Why Bank CG?
  • Key Players in Governance of Banking Sector
  • Central Bank and Supervisors
  • Banks and Financial Institutions
  • Non-Bank Corporate Sector
  • CG in Islamic Finance
  • Complementary work to advance bank CG
  • Hawkamah Institute for Corporate Governance

Governance Financial Systems
  • Consensus that sound financial systems involves
    countries adopting and implementing best practice
    standards in 12 key policy areas.
  • Both public and private sector incentives are
    required to stimulate country adoption and
    compliance with these standards.
  • Consensus that countries should give priority to
    adopting the international core standards

The 12 Core Standards for Sound Financial Systems
  • Macro Standards Agency
  • 1. Data Dissemination IMF
  • 2. Monetary Policy IMF
  • 3. Fiscal Policy Transparency IMF
  • Market and Infrastructure
  • 4.Governance OECD/
    World Bank/BIS
  • 5.Accounting IFAC
  • 6.Auditing IFAD
  • 7.Insolvency World Bank
  • 8.Money Laundering OECD/FATF
  • Financial System
  • 9. Core Principles of
  • Bank Supervision BIS
  • 10. Core Principles of
  • Insurance Supervision IAIS
  • 11. Core Principles of
  • Securities Supervision IOSCO
  • 12. Systemically Important
  • Payment System BIS

Why The Core Standards?
  • Deficiencies in these policy areas were a source
    of crises, and magnified, complicated and
    extended economic financial crises
  • Countries complying with core standards can
  • 1. Transparency of economic risks
  • 2. Economy characterized by well governed
    institutions and companies valued and audited
    according to agreed upon international
    conventions protecting contracts property
  • 3. An ethical business environment
  • 4. A financial system governed and regulated
    in a safe and sound manner, which serves the
    nation efficiently and sustains on going growth
    and economic development.

CG integral element of sustainable economic
growth development
Economic growth prosperity
well performing institutions
Efficient regulatory regimes enforcement
enabling legal infrastructure
International Integration
Empirical Evidence suggests country effects are
important for good CG
  • CG frameworks and reform should address both
    macro and sector/micro issues
  • Legal Origins matter
  • Public Governance matters. In particular
  • Control of corruption
  • Regulatory quality
  • Rule of law

WB Governance Indicators Regulatory Quality
Source Kaufmann D., A. Kraay, and M. Mastruzzi
2005 Governance Matters IV Governance
Indicators for 1996-2004.
WB Governance Indicators Rule of Law
Source Kaufmann D., A. Kraay, and M. Mastruzzi
2005 Governance Matters IV Governance
Indicators for 1996-2004.
WB Governance Indicators Corruption
Source Kaufmann D., A. Kraay, and M. Mastruzzi
2005 Governance Matters IV Governance
Indicators for 1996-2004.
(No Transcript)
Why Bank Corporate Governance Matters
  • Lessons from Financial Crises
  • Pressure from Analysts and Investors
  • Renewed emphasis on environmental, social and
    governance issues
  • Higher return on assets and significant market
  • Improved access to finance
  • Better allocation of credit
  • Deepening of financial markets
  • Financial system stability

Why Bank Corporate Governance Matters
  • Banks dominant position in financial and payment
  • Banks dominate both credit investment process
    for economy and majority of firms
  • Government ownership and concentration of
    ownership in banking sector
  • Strengthen prudential regulation and supervision
  • Strengthen Transparency, Disclosure Reporting
  • Face challenge of external competition
  • Liberalization opening up is providing greater
    latitude to banks

Key Players in the CG Framework for Banks
External Players
Internal Players
The Market
Regulators and Supervisors
The Public
Board of Directors
Legislative and Regulatory Framework
Executive Management
Supervisory Authority
Reputational Agents Accountants Credit Rating
Agencies Financial Media Research Analysts
Focus Efforts to Address CG of the Banking System
  • 1.Central Bank and Bank Supervisors
  • 2.Banking sector and financial institutions
  • 3. Non-bank corporate sector
  • 4. Sharia compliant financial institutions

1. CG of Central Banks and Bank Supervisors
  • Develop a credible and transparent regulatory
  • Address Central Bank governance to ensure its
    independence and accountability
  • Regulatory environment must not be perceived to
    be under control or influence of any particular
    interest group
  • Follow BIS principles for sound banking CG

Designing a Consistent Governance Structure at
the Central Bank
Source Central Bank Governance A Survey of
Boards and Management. Tony Lybek and Joanne
Morris, IMF Working Paper WP/04/226,
Implementing an Effective Governance Structure at
the Central Bank
Source Central Bank Governance A Survey of
Boards and Management. Tony Lybek and Joanne
Morris, IMF Working Paper WP/04/226,
Role of Bank Supervisors
  • Promote strong corporate governance
  • Determine whether the bank has sound corporate
    governance policies and practices
  • Hold the Board and senior management accountable
    for governance and internal control weaknesses
  • Be attentive to warning signs of deterioration in

BIS Sound CG Principles for Banking Organizations
  • Principle 1 Board members should be qualified for
    their positions, have a clear understanding of
    their role in corporate governance and be able to
    exercise sound judgment about the affairs of the
  • Principle 2 The board of directors should approve
    and oversee the banks strategic objectives and
    corporate values that are communicated throughout
    the banking organisation.
  • Principle 3 The board of directors should set and
    enforce clear lines of responsibility and
    accountability throughout the organisation.
  • Principle 4 The board should ensure that there is
    appropriate oversight by senior management
    consistent with board policy.
  • Principle 5 The board and senior management
    should effectively utilise the work conducted by
    the internal audit function, external auditors,
    and internal control functions.
  • Principle 6 The board should ensure that
    compensation policies and practices are
    consistent with the banks corporate culture,
    long-term objectives and strategy, and control
  • Principle 7 The bank should be governed in a
    transparent manner.
  • Principle 8 The board and senior management
    should understand the banks operational
    structure, including where the bank operates in
    jurisdictions, or through structures, that impede
    transparency (i.e. know-your-structure).

BIS Sound CG Principles for Banking
Organizations The Role of Supervisors
  • Supervisors should provide guidance to banks on
    sound corporate governance and the pro-active
    practices that should be in place.
  • Supervisors should consider corporate governance
    as one element of depositor protection.
  • Supervisors should determine whether the bank has
    adopted and effectively implemented sound
    corporate governance policies and practices.
  • Supervisors should assess the quality of banks
    audit and control functions.
  • Supervisors should evaluate the effects of the
    banks group structure.
  • Supervisors should bring to the board of
    directors and managements attention problems
    that they detect through their supervisory

2. CG of Banking Sector and Financial
  • Understand and implement BIS standards
  • Address institutional barriers from implementing
    BIS standards
  • Be transparent and disclose
  • Board and senior management structure
  • Organisational structure
  • Incentive structure of the bank
  • Related party transactions
  • Annual financial statements with supporting notes
    and schedules
  • Develop codes of ethics and CG handbooks for
    banks, as guidance for directors and staff
  • Jordan, Pakistan

3. Banks have a role in extending CG to non-bank
corporate sector
  • For CG to take root in countries with relatively
    undeveloped financial markets, banks can play a
    crucial role to advance good CG practices.
  • Establish cascading effect of CG to banks
    corporate clients.
  • Over 90 of firms in emerging markets are FOEs
    and are mostly dependent on banks, not capital
    markets, for source of capital.

Implementing CG in Non-Bank Financial Sector
  • Two step process
  • Develop a mandatory bank CG Code
  • Monitored by bank supervisors and reported on by
  • Reporting on compliance in bank annual report
  • Central Bank issues a circular relating to CG
    code for non-bank corporate clients of the
    banking system
  • Develop effective monitoring by banks (i.e.
    market based monitoring)
  • Support monitoring by development of credit
    bureaus and credit rating agencies
  • Create incentives (such as lower risk assessment
    for capital adequacy requirements) for
    CG-compliant corporate clients thereby also
    providing incentives for banks

Reinforcing Institutions for a CG regime for bank
and non-bank corporate sector
  • Central Credit Reporting Organizations
  • Provide information on bank and non-bank credit
    (including supplier credit)
  • Local CCROs can collect, organize, and analyze
    valuable material information in an efficient
  • Companies Houses
  • Act as a corporate registrar and reliable source
    for publicly available information about
  • Provide and disseminate financial reports and
    info on board management actions
  • Credit Rating Agencies
  • Risk assessments and credit ratings for companies
    and governments
  • Important for capital market development, and
    implementation of Basel II by providing credit
    benchmarks for local markets

Issuance of Bank Corporate Governance Code
Working Group (WG) Central Bank (CB)
Bank Supervisor (BS)
- Discuss - Review - Comparative Study
Draft Bank Corporate Governance Code /
Guidelines (BCGC)
Approval of Central Bank Council
Technical Committee (TC) CB / BS Banks
/ Financial Institutions
- Discuss - Approve
Approval by Technical Committee (TC)
Issuance of BCGC by Technical Committee (TC)
Public Hearing / Website Posting
Workshop on BCGC
- Discuss Draft - Peer Review - Engage Internal
/ External Stakeholders
4. Sharia Compliant Financial Institutions
  • Islamic Financial Services Board developed seven
    guiding principles, divided into four parts, on
    CG for institutions offering only Islamic
    financial services (IIFS).
  • Complements current corporate governance
    principles issued by OECD, BCBS and other
    international standard setting bodies.
  • Recognizes that specific CG practices will vary
    in scope and content
  • Prudential regulations covering aspects of
    capital adequacy, risk management, investor
    protection, transparency and market discipline,
    accounting practices will have CG dimension on
    structure and business practice. Focus is on
    holistic compliance of regulations.

Islamic Financial InstitutionsGuiding
Principles (DRAFT)
  • General Governance Approach of IIFS
  • Establish comprehensive governance policy
  • Reporting of financial and non-financial
    information meets international standards
  • Rights of investment account holders (IAHs)
  • Recognizes IAHs rights to monitor performance of
  • IIFS shall adopt sound investment strategy
  • Compliance with Islamic Shariah rules and
  • Put in place an appropriate mechanism for
    obtaining Shariah rulings, application of fatwa
    and monitoring of Shariah compliance
  • IIFS shall comply with Shariah rules and
  • Transparency of financial reporting
  • IIFS shall make adequate and timely disclosure to
    the IAH and the public on investment accounts
    that they manage

Complementary Work Needed to Advance CG
  • Engage wide participation from NGOs, chambers of
    commerce, media, business associations,
  • Develop necessary institutions and build human
    capacity in major areas (accountants, regulators,
    bankers, company directors)
  • Design an effective regulatory system, but also
    create the conditions that make such a system
  • In the end, corporate governance is about
    establishing a climate of trust and confidence.

Bank IT Corporate Governance
  • IT CG
  • Public dimension enabling framework for Digital
    economies societies. E-Government imperative
  • Private dimension
  • IT governance is the responsibility of the board
    of directors and executive management. It is an
    integral part of enterprise governance and
    consists of the leadership and organisational
    structures and processes that ensure that the
    organisations IT sustains and extends the
    organisations strategies and objectives.
  • IT governance is concerned about two
  • IT must deliver value and enable the business
  • IT-related risks must be mitigated.

Hawkamah Institute for Corporate Governance
  • First Institute of its kind in the region
  • An autonomous, international association, hosted
    by the Dubai International Financial Centre
    (DIFC), and serving the MENA countries, Central
    Asia and beyond
  • Premises in DIFC to be ready by October 2006 to
    host Hawkamah ICG and Hawkamah Institute of
    Directors (HIoD) as well as academic institutions
  • Financially self-sustaining organisation with
    income from memberships, consultation, training,
    in addition to grants sponsorship

Mission and Vision
  • Bridge the CG gap
  • Assist the countries and companies of the region
    in developing sound and globally well integrated
    CG frameworks
  • Coordinate and sequence the designing, and
    implementation of CG reforms
  • Monitor the outcomes of CG policies at the public
    and private sector level.
  • Hawkamah-ICG will serve as a platform for
    regional co-operation, based on a concrete agenda
    for measurable and time-bound action, aiming to
    raise awareness of national, regional and global
    initiatives and build a coalition for reform,
    Joint Declaration OECD-UAE, 2005.

Hawkamah Institute for Corporate Governance
  • Strengthen institutional and capacity building by
    setting up a regional Institute of Directors.
  • Source of CG technical assistance, monitoring,
    analysis, research, consultation and reform.
  • Foster communication and policy dialogue on CG
  • Develop home-grown CG frameworks working with
    national task forces
  • Natural bridge and intermediary for institutions
    promoting CG in the region

Strategy Programmes
Focal Point 1
Focal Point 2
Focal Point 3
Focal Point 4
Knowledge Exchange Platform
Technical Assistance Analysis Research
Communication Policy Dialogue
Institution Capacity Building
Programmes Activities
Targeted Sectors
  1. Listed Companies, Capital Markets Regulatory
  2. Banks, Financial Institutions, Central Banks
    Supervisory Authorities
  3. Non-listed companies Family-Owned Enterprises
    (FOEs) Small and Medium Enterprises (SMEs)
  4. Public Sector State-Owned Enterprises (SOEs)
  5. Media Academia Raising Awareness, Building
    Capacity conducting research on CG

Policy Level Consultancy Technical Assistance
Services Government Ministries Agencies Central Banks Regulatory Agencies Banks Financial Institutions Listed Companies Family Owned Enterprises State Owned Enterprises Media
National Assessment of current corporate governance practices.  v v v v v v v
Identification of key corporate governance issues relevant to the country benchmarked against international best practices such as BIS principles  v v v v v v v
Assistance in development and follow- through of corporate governance task force and agenda development.  v v v v v v v
Workshops, seminars, outreach to various CG stakeholders investors, auditors, lawyers, accountants, etc. v v v v v v v
Incorporation of national corporate governance task force into a broader regional initiative. v v v v v v v
Advice and development of public awareness campaigns. v v v v
Development of Central Credit Reporting organization Companies House, Credit Rating Agencies. v v v  
Development / implementation of appropriate corporate governance regulatory regime.  v v v  
Firm Level Consultancy Technical Assistance
Services Government Ministries Agencies Central Banks Regulatory Agencies Banks Financial Institutions Listed Companies Family Owned Enterprises State Owned Enterprises Media
Development of codes of good corporate governance, codes of ethics. v v v v v v v
Facilitate a peer review of corporate governance codes v v v v v v
Firm level assessments (and re- assessments) on corporate governance practices. v v v v  
Board level seminars and workshops on corporate governance strategies in various emerging markets.  v v v v  
Development and implementation of action plan to incorporate good corporate governance practices in company operations. v v v v  
Firm level assistance, strategy development and implementation to address firms core corporate governance challenges in order to attract more investments (e.g. IPO, privatization, etc.) v v v v  
Training program for frontline managers on implementing corporate governance programs. v v  v v
Director Training Program   v v v v  
Organisational Structure
  • Structure
  • Board,
  • Executive,
  • Investment advisory group,
  • Scientific/expert advisory group

Board Committees Executive Committee Legal
Committee Membership Committee Activities
Committee Corporate Governance Review
Committee Funding Committee Research
Publications Committee Awards Committee Media
and Communications Committee
Membership Structure Corporate Educational
Institution Individual Academic/Research
Hawkamah Bank CG Plan
  • Develop and assist in implementing bank corporate
    governance codes and principles
  • Assist in implementing BIS Sound CG Principles
  • Provide consultation, technical assistance and
    advisory services for Central Banks Bank
  • Organize seminars, workshops, forums, and
  • Conduct bank corporate governance surveys
    policy-oriented research
  • Bank CG capacity building and awareness
  • Director training program on bank CG
  • Conduct individual bank CG assessments

Hawkamah Institute of Directors
  • Open to private and public sector companies,
    entrepreneurs of start-up companies, and people
    responsible for the strategic direction of a
    business organization.
  • Services offered include
  • Training and certification program
  • Executive coaching
  • Workshops, seminars and conferences
  • Financial planning and consultancy services
  • Affinity programs such as personal loans,
    liability insurance coverage, etc.
  • Access to members only lounges and facilities

Strategic Partners
  • Hawkamah is partnering with
  • OECD
  • WB-IFC
  • WB Global Corporate Governance Forum
  • Union of Arab Banks
  • Center for International Private Enterprise
  • Central Banks, Bank Supervisory Authorities
    Bank Associations
  • Capital Market Authorities, Stock Exchanges,
    Market Professional Associations SROs
  • International Regional organizations
  • Countries participating in the MENA-OECD
    Investment Program
  • CG centers, universities

Role of Strategic Partners
  • Provide technical assistance and advisory
    services related to institutional and human
    resource capacity building in corporate sector
    reform and governance
  • Establish sustained dialogue with regional and
    international organizations specialized in
    corporate governance
  • Provide funding for various Corporate Governance
    Programmes and Projects
  • Organize seminars, workshops, forums, and
    conferences dedicated to issues of corporate
    governance in the region and the world
  • Conduct research and surveys on corporate
    governance in the region and means of enhancement

  • Hawkamah
  • Hawkamah Institute for Corporate Governance
  • DIFC, The Gate Level 14
  • T 9714-362-2222 F 9714-362-3333
  • E