Ahmed Khalid and Nadeem Hanif

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CORPORATE GOVERNANCE OF BANKS IN PAKISTAN:

A PROFILE*

By

Ahmed M. Khalid, Bond University, Australia

&

Muhammad Nadeem Hanif, PIDE

May 2004

Abstract:

Corporate governance of banks received immense importance in the aftermath of several episodesof banking crises in 1990s, some of which resulted into banking sector collapses. In an emergingeconomy like Pakistan, this issue becomes even more important. In view of rapidly developingmarket but slow pace of information dissemination, it is important to reduce the adverse selectionand moral hazard problems that may arise due to new entrants in the business of banking. It is in

this perspective that the State Bank of Pakistan issued some guidelines detailing the code ofcorporate governance of banks. This study attempts to provide a profile on corporate governanceof banks in Pakistan. Besides providing a theoretical discussion on this issue, we also provide anoverview of the banking sector restructuring in Pakistan and highlight the important features ofthe codes of corporate governance established by the SBP.

* This paper was written with the financial support of LUMS-Citigroup Corporate GovernanceInitiative at Centre for Management and Economic Research, Lahore University of Management

Sciences, Lahore.

Corresponding Author: Ahmed M. Khalid, Associate Professor of Economics and Finance,School of Business, Bond University, Australia, Fax: (61 7) 5595-1429; E-mail:[email protected]

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Corporate Governance of Banks in Pakistan: A Profile

1. INTRODUCTION

The term corporate governance essentially refers to the relationships among

management, the board of directors, shareholders, and other stakeholders in a company.

These relationships provide a framework within which corporate objectives are set and

performance is monitored (Mehran, 2003). The Organization for Economic Co-operation

and Development (OECD) generally defines corporate governance as a set of relationships

between a companys management, its board, its shareholders, and other stakeholders.

Corporate governance also provides the structure through which the objectives of the

company are set, and the means of attaining those objectives and monitoring performance

are determined. Good corporate governance should provide proper incentives for the board

and management to pursue objectives that are in the interests of the company and

shareholders and should facilitate effective monitoring, thereby encouraging firms to use

resources more efficiently (OECD, 1999).

Corporate governance is of course not just important for banks. It is something that needs

to be addressed in relation to all companies. However, sound corporate governance is

particularly important for banks. The rapid changes brought about by globalization,

deregulation and technological advances are increasing the risks in banking systems.

Moreover, unlike other companies, most of the funds used by banks to conduct their

business belong to their creditors, in particular to their depositors. Linked to this is the fact

that the failure of a bank affects not only its own stakeholders, but may have a systemic

impact on the stability of other banks. Theoretically, informational asymmetries give rise to

agency problems and conflicts of interest between ownership and management which is the

basis of corporate governance problems. These problems are more relevant to banks due to

their nature of operations. Moreover, government regulations and frequent interventions

reduce the incentive for effective monitoring and at the same time make supervision (or

supervisors) less effective. In this perspective, corporate governance of banks becomes

more important than the other firms/corporations.

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Internationally the issue of corporate governance has been recognized as on of the most

important issue of corporate sector. The OECD has produced a set of corporate governance

principles that have become the core template for assessing countries' corporate governance

arrangements. Similarly, the Basel Committee on Banking Supervision - the international

standard-setting body responsible for establishing international banking supervision

principles - has distilled principles for corporate governance in banks. More recently,

United Kingdom has published corporate governance reviews and many in the world are

now reflecting on the implications of the recently enacted Sarbanes-Oxley legislation in the

United States. In Australia, there has also been considerable interest in corporate

governance issues, including the role of non-executive directors. And, of course, many

countries have their own national codes of good corporate governance, either developed by

government or by the private sector. New Zealand, with its Institute of Directors has issued

a draft of guidance material to directors (Bollard, 2003). Pakistan is no exception and State

Bank of Pakistan has recently issued Handbook of Corporate Governance with the

objective in order to provide guidance to the Board of Directors and the Management of the

banks for promoting corporate governance in their respective institutions.

Banks in Pakistan are well governed by best international standards as SBP is fully or

largely compliant in almost all the core principles of effective supervision of banks.

Sometimes banking supervision and regulation can go some way towards countering the

effects of poor governance but is not a substitute for sound corporate governance practices

for which internal governance arrangements has substantial effects (Carse, 2000).

As discussed elsewhere in this study, the issue of corporate governance in Pakistan is a new

phenomenon, especially, given that major denationalization and privatization of banks in

Pakistan took place very recently and the code of corporate governance issued only a year

ago, there is nothing much to assess on the implementation and implication of these

policies on banking sector efficiency. Nevertheless, the main objective of this study is toprovide a profile (or perspective) of the theoretical issues related to corporate governance

of banks and the developments that have taken place in Pakistan. The remainder of this

study is organized as follows. Section 2 discusses the importance of corporate governance

for bank in a theoretical perspective. Section 3 describes some sort of mechanism for

corporate governance in banks. Section 4 focuses on two issues. In section 4.1 we provide

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an overview of the banking sector restructuring in Pakistan. Section 4.2 summarizes the

main features of the SBPs recently issued code of corporate governance of banks. Some

concluding remarks are made in section 5.

2. CORPORATE GOVERNANCE FOR BANKS

Banks play an important role in the corporate governance system. Their role varies from

one model to another. This is due to the banks function as credit issuers, as banks still

remain primary providers of credit to almost all of the economies in the world, to their

borrower monitoring function, as well as to their ownership functions performed within

companies. Banks are also business entities, and as such they rank among some of the

largest corporations on a global, regional and local scale. The interest in corporate

governance in banking has been growing in recent years, primarily because of the sustained

high share of debt financing of the economy, systemic transformations taking place in

many countries, and the role of banks in ensuring financial stability. In Pakistan, we have

been witnessing significant changes in the banking sector over the last decade or so,

following start of the liberalization of the financial system and privatization of the

nationalized banks (except NBP) and emergence of a few new private banks. As a result,

the ownership structure of some banks and the entire banking system has changed. The

purpose of the study is to make an assessment of the corporate governance of banks in

Pakistan.

2.1. Why Corporate Governance for Banks is so important?

Banks are a critical component of any economy. They provide financing for commercial

enterprises, basic financial services to a broad segment of the population and access to

payment systems. In addition, some banks are expected to make credit and liquidity

available in difficult market conditions. The importance of banks to national economies is

underscored by the fact that banking is, almost universally, a regulated industry and that

banks have access to government safety nets. It is of crucial importance therefore that

banks have strong corporate governance.

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Banking crises serves as an indicator of poor governance of banks. The episodes of

banking crises in 1980s in Europe and 1990s in Latin America and Asia suggest that such

crisis may lead to major bankruptcies, recession, and economic and political instability.

The recent pressures on crisis-hit economies to establish certain norms of corporate

governance are also linked to the same.

Although, banks are similar to other firms in terms of the composition of shareholders, debt

holders, board of directors, competitors, etc, there in one important distinction between

banks and other firms. The nature of transaction banks are involved in suggest that banks

are expected utility maximizer (sometimes, it takes more than 20 years to complete a

transaction). As a result, the risk factor increases substantially and hence risk management

becomes important. In an emerging economy where banks are the main source of

generating savings and investment, these concerns are even more important. Therefore, the

issue of corporate governance of banks takes a center stage in an economy. Macey and

Hara (2003), Adams and Mehran (2003), and Levine (2003) have focused on why

corporate governance of banks is special to be focused separately.

Macey and Hara (2003), argue that commercial banks pose special corporate governance

problems not only to managers and regulators, but also to claimants on the banks cash

flows. The authors contend that bank officers and directors should be held to a broader, if

not higher, set of standards than their counterparts at unregulated, nonfinancial firms.

Moreover, they recommend that the scope of the fiduciary duties and obligations of bank

officers and directors be broadened to address the interests of fixed as well as equity

claimants. Top bank executives, in view of Macey and Hara (2003), should take solvency

risk explicitly and systematically into account when making decisions.

Adams and Mehran (2003) argue that the governance of banking firms may be different

from that of unregulated, nonfinancial firms for several reasons. For one, the number of

parties with a stake in an institutions activity complicates the governance of financial

institutions. In addition to investors, depositors and regulators have a direct interest in bank

performance. On a more aggregate level, regulators are concerned with the effect

governance has on the performance of financial institutions because the health of the

overall economy depends upon their performance. They focus on the differences between

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the corporate governance of banking firms and manufacturing firms and find that the most

significant differences relate to board size, board makeup, CEO ownership and

compensation structure, and block ownership. These differences across banks and

manufacturing firms support the theory that governance structures are industry-specific.

Levine (2003) argues that when banks efficiently mobilize and allocate funds, this lowers

the cost of capital to firms, boosts capital formation, and stimulates productivity growth.

Thus, weak governance of banks reverberates throughout the economy with negative

ramifications for economic development. After reviewing the major governance concepts

for corporations in general, Levine (2003) discusses two special attributes of banks that

make them special in practice: greater opaqueness than other industries and greater

government regulation. These attributes weaken many traditional governance mechanisms.

Existing work suggests that it is important to strengthen the ability and incentives of private

investors to exert governance over banks rather than relying excessively on government

regulators.

Levine (2003) argues that banks have two related characteristics that inspire a separate

analysis of the corporate governance of banks. First, banks are generally more opaque than

nonfinancial firms. Although information asymmetries plague all sectors, evidence

suggests that these informational asymmetries are larger with banks (Furfine, 2001). In

banking, loan quality is not readily observable and can be hidden for long periods.

Moreover, banks can alter the risk composition of their assets more quickly than most non-

financial industries, and banks can readily hide problems by extending loans to clients that

cannot service previous debt obligations. Not surprisingly, therefore, Morgan (2002) finds

that bond analysts disagree more over the bonds issued by banks than by nonfinancial

firms. The comparatively severe difficulties in acquiring information about bank behavior

and monitoring ongoing bank activities hinder traditional corporate governance

mechanisms. The opacity of banks can weaken competitive forces that, in other industries,help discipline managers through the threat of takeover as well as through competitive

product markets. Product market competition is frequently less intense in banking. Bankers

typically form long-run relationships with clients to ameliorate the informational

problems associated with making loans and these relationships represent barriers to

competition (Levine, 2003). Takeovers are likely to be less effective when insiders have

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much better information than potential purchasers. Even in industrialized countries, hostile

takeovers tend to be rare in banking (Prowse, 1997). Furthermore, the absence of an

efficient securities market hinders takeover and hence corporate governance. If potential

corporate raiders cannot raise capital quickly, this will reduce the effectiveness of the

takeover threat. Similarly, if bank shares do not trade actively in efficient equity markets,

this will further hinder takeovers as an effective governance mechanism.

Second, banks are frequently very heavily regulated. Because of the importance of banks in

the economy, because of the opacity of bank assets and activities, and because banks are a

ready source of fiscal revenue, governments impose an elaborate array of regulations on

banks. At the extreme, governments own banks. Of course, banking is not the only

regulated industry and governments own other types of firms. Nevertheless, even countries

that intervene little in other sectors tend to impose extensive regulations on the commercial

banking industry.

2.2. Corporate Governance of Banks, Financial Development and Economic Growth

The law and finance theory focuses on the role of legal institutions in explaining

international differences in financial development (La Porta, Lopez-de-Silanes, Shleifer,

and Vishny, 1997, 1998, 2000, henceforth LLSV). The law and finance view follows

naturally from the evolution of corporate finance theory during the past half century (Beck

and Levine, 2004). Modigliani and Miller (1958) view debt and equity as legal claims on

cash flows of the firm. Jenson and Meckling (1976) stress that statutory laws and the

degree to which courts enforce those laws shape the types of contracts that are used to

address agency problems. Beck and Levine (2004) asserts that a countrys contract

company, bankruptcy, securities laws, and the enforcement of these laws fundamentally

determine the rights of securities holders and the operation of financial system.

At the firm level, Shleifer and Vishny (1997) note both that inside managers and

controlling shareholders are frequently in a position to expropriate minority shareholders

and creditors and the legal institutions play a crucial role in determining the degree of

expropriation. Expropriation may include theft, as well as transfer pricing, asset stripping,

the hiring of family members, and other perquisites that benefit insiders at the expense of

minority shareholders and creditors (LLSV, 2000). The law and finance theory emphasis

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that cross country differences in (i) contract, company, bankruptcy, and securities laws; (ii)

the legal systems emphasis on private property rights; and (iii) the efficiency of

enforcement influence the degree of expropriation and hence confidence with which people

purchase securities and participate in financial markets.

A growing body of evidence indicates that the development of a countrys financial sector

facilitates its growth (See Levine, [1997] for detailed survey). Levine (1997) presents a

framework whereby a well-developed financial sector facilitates the allocation of resources

by serving five functions: to mobilize savings, facilitate risk management, identify

investment opportunities, monitor and discipline managers, and facilitate the exchange of

goods and services. At the heart of these theories is the role of the financial sector in

reducing information costs and transaction costs in an economy. In spite of the central role

of information in these theories, until recently little attention has been given by empirical

researchers to the information environment per se in explaining cross-country differences

in economic growth and efficiency. (Bushman and Smith, 2003) discuss research that

explicitly examines the role of a countrys corporate disclosure regime in the efficient

allocation of capital. There is a positive relation between the quality of financial accounting

information and economic performance (Bushman and Smith, 2003).

2.3. Corporate Governance and Financial Stability

Financial stability is responsibility of central bank of a country. Corporate governance is

now a topic of considerable interest to a large and expanding cross-section of the

community. It is also of interest to the central bank, in its capacity as supervisor of the

banking system. Here we will discuss a number of themes relating to corporate governance,

with particular emphasis on the important role it plays in promoting a sound financial

system.

In the financial system, corporate governance is one of the key factors that determine the

health of the system and its ability to survive economic shocks. The health of the financial

system much depends on the underlying soundness of its individual components and the

connections between them - such as the banks, the non-bank financial institutions and the

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payment systems. In turn, their soundness largely depends on their capacity to identify,

measure, monitor, and control their risks (Bollard, 2003).

In any modern economy the two core components of the financial system are the banks -

which represent the vast bulk of financial system assets - and the payment system - whichprocesses millions of transactions each day. Banks face a wide range of complex risks in

their day-to-day business, including risks relating to credit, liquidity, exposure

concentration, interest rates, exchange rates, settlement, and internal operations. The nature

of banks' business - particularly the maturity mismatch between their assets and liabilities,

their relatively high gearing and their reliance on creditor confidence - creates particular

vulnerabilities. The consequences of mismanaging their risks can be severe indeed - not

only for the individual bank, but also for the system as a whole. This reflects the fact that

the failure of one bank can rapidly affect another through inter-institutional exposures and

confidence effects. And any prolonged and significant disruption to the financial system

can have potentially severe effects on the wider economy.

The health of the financial system depends, to a significant extent, on an efficient, reliable,

and rapid payments system. Payments system comprises rules, standards, instruments,

institutions, and technical means of exchanging financial values between two parties.1The

payment system involves many different components, including systems for settling large,

inter-bank and inter-corporate payment transactions, and systems for handling myriads of

smaller transactions, such as cheques, credit cards, direct debits etc. Each system is

managed by a payment operator. Although these operators do not face risks of the nature

that banks face - such as credit risk, for example - they do have major operational risks. In

particular, they need to ensure that the systems for processing payments, the back-up

arrangements, and the internal governance structures are robust. A major operational failure

in the payment system has the potential to cause severe disruption to the financial system

and wider economy. At its worst, a major payment system failure would bring countlesscommercial transactions to an abrupt halt, impede the operation of business in virtually all

parts of the economy and fundamentally undermine investor and business confidence. The

stakes are indeed high - hence the need for banks, other financial institutions and the

payment system operators to maintain systems to enable them to identify, monitor and

1 In Pakistan over thirty million cheques are presented every year for clearing (Hanif, 2003).

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control their risks. And sound corporate governance is the foundation for effective risk

management.

3. CORPORATE GOVERNANCE MECHANISM FOR BANKS

The availability of mechanisms which ensures that banks are soundly governed, and that

both technical and moral mismanagements are avoided, is the decisive prerequisite for

quality corporate governance of banks. From a banking industry perspective, corporate

governance involves the manner in which the business and affairs of individual institutions

are governed by their respective Boards affecting how banks: (i) set corporate objectives to

generate sustainable economic returns to owners; (ii) get run the day-to-day operations of

the business by the management; (iii) consider the interests of recognized stakeholders,

including depositors; and (iv) align corporate activities and behaviors with the expectation

that banks will operate in a sound manner and in compliance with laws of the land and

regulations.

Thus Bank directors have specific responsibilities to manage the risks at their respective

financial institutions and effectively oversee the systems of internal controls. Bank

directors are not expected to understand every nuance of banking or to oversee each

transaction. They can look to management for that. They do, however, have theresponsibility to set the tone regarding their institutions risk-taking and to oversee the

internal-control processes so that they can reasonably expect that their directives will be

followed. They also have the responsibility to hire individuals who they believe have

integrity and can exercise a high level of judgment and competence. They have further

responsibility to periodically consider whether their initial assessment of managements

integrity remains correct. Boards of directors are responsible for ensuring that their

organizations have an effective audit process and internal controls that are adequate for the

nature and scope of their businesses. The reporting lines of the internal audit function

should be such that the information that directors receive is impartial and not unduly

influenced by management. Internal audit is a key element of managements responsibility

to validate the strength of a banks internal controls (Bies, 2002).

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Indeed, beyond legal requirements, boards of directors and managers of all firms should

periodically test where they stand on ethical business practices. They should ask

themselves, for example, Are we getting by on technicalities, adhering to the letterbut not

the spirit of the law? Are we compensating ourselves and others on the basis of

contribution, or are we taking advantage of our positions? (Bies, 2002).

4. CORPORATE GOVERNANCE OF BANKS IN PAKISTAN

State Bank of Pakistan, during the last decade has implemented policies to reform the

banking sector in Pakistan, as part of the overall financial sector reform package initiated in

early 1990s. Although, slow in pace until recently, the reforms have been consistent and

continuous. As a result of these reforms, the commercial banking industry in Pakistan has

taken a new shape and is working on a new vision. Part of these reforms is also related to

the issue of corporate governance of banks in Pakistan. This is the main focus of the

remainder of this study. It is, however, imperative to have a brief discussion of the banking

sector restructuring before we embark on the issue of corporate governance. This is

accomplished in the next sub-section.

4.1 Banking Sector Restructuring in Pakistan

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Commercial banking experienced drastic changes over 50 years since the country started its

banking sector from point zero. At the time of independence, out of 99

commercial banks only one, Habib Bank, had its head office located in the

area that was to become the new country. The other 98 banks were located

in India and were under the jurisdiction of the Reserve Bank of India.

Pakistan did not have its own central bank until 1948, a year after

independence.2 From 1947 to 1974, the banking sector grew very well. The

private sector invested in establishing commercial banks with a network of

branches in the country. At the same time, the authorities granted licenses to

some foreign banks to operate in Pakistan. The domestic banks got

nationalized 30 years ago. The 13 commercial banks were then merged to

become five nationalized Commercial Banks (NCBs). The deposits in the

NCBs were fully insured and their activities were supervised by the

Pakistan Banking Council (PCB), also established 30 years ago, but

abolished later.3 These NCBs enjoyed rapid expansion in terms of staff,

which increased by 55 per cent, and the number of branches, by 82 per cent

in just a few years. High and increasing inflation resulted in reduced

deposits, about 20 per cent. Increasing economic uncertainties brought the

real deposits down by about 23 per cent.4

The banking sector reforms introduced in the 1980s had three objectives: (1) to implement

policies to gradually change the financial sector from a controlled one to market signal

based operation; (2) to introduce Islamic banking in Pakistan; and (3) to create an

environment for competitive banking to take roots by easing entry barriers on foreign

banks. To achieve these goals, policies of a partial deregulation of interest rates were

implemented, slow down the expansion of NCBs and allowing entry to foreign banks

branches.

Downsizing and privatization became the buzz words during the 1990s to deal with the

inefficiencies of the public sector including NCBs. The process of privatization was

accelerated during 2000 and at the time of this writing, over 80 per cent of the NCBs have

2 Pakistan did not have any formal stock exchange, merchant or investment bank.3 In January 1997, PBC was merged with the SBP.4 See Klein (19__) for a detailed discussion on these events.

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already been privatized. At the same time, government encouraged private sector to invest

in banking which added a large number of private commercial banks in the country which

are essential for a competitive market structure.

The present regime also took necessary measures to deal with a very high level of Non-

performing loans (NPLs) and loan defaults (as of 1997, outstanding balance from these

defaulted loans stands at R126.15 billion.5). Recovery laws have been strengthened through

the Banking Companies (Recovery of Loans, Advances, Credit and Finances) Act 1997.

However, there is a need to provide the bank management and operators in the finance

sector more independence and powers of prosecution against political pressures.

Foreign banks provide a very competitive environment to the domestic commercial banks

and have become an important part of the banking industry. Although, foreign banks are

not allowed to open more than four branches, they have better managerial skills and more

access to the international financial markets. As a result, they receive the bulk of the

foreign currency deposits. This rapid development of banking industry in Pakistan

increased the informational asymmetry and agency cost problems and necessitated the need

for corporate governance.

4.2 Corporate Governance Measures

As discussed earlier, corporate governance is a new phenomenon not only in Pakistan but

in general. The major reason of corporate governance is the recent episodes of banks

failures in different parts of the world especially in the aftermath of the 1997 Asian

financial crisis. The issue of corporate governance of banks in Pakistan received special

attention because Pakistan embarked on measures of banking sector restructuring and

privatization at the same time when deliberations were underway to devise some code of

ethics for corporate governance of the financial and corporate sector including banks. A

major step towards this was a joint project by the Securities and Exchange Commission of

Pakistan and the UNDP (SECP-UNDP) in collaboration with the Economic AffairsDivision (EAD) of the Ministry of Finance. The project was launched in August 2002 with

the objective to design, develop and implement a Code of Corporate Governance. Though

this project had some discussion on corporate governance for banks but its main focus was

5 This is equivalent to US$ 2.66 billion; good enough to meet Pakistan immediate need to service and payback some of the foreign loans.

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the corporate sector in Pakistan and issued measures to create stakeholder awareness,

capacity building and networking with other emerging economies. To address the

problems of banking sector, the State Bank of Pakistan (SBP) issued a Handbook of

Corporate Governance in 2003. The objective of this handbook is to provide guidelines

for Board of Directors, managers and shareholders. Most of the recommendations and

guidelines stated in the handbook are directly drawn from the recommendations made by

Basel Committee on corporate governance and OECD. These guidelines cover four

important areas, namely, Board of Directors, Management, Financial Disclosure, and

Auditors. It is to be noted that this is the only document available at this point. Some

important features of this Handbook are highlighted here:

a. The Board of Directors

Basel committee places major responsibility on the board of directors and senior bank

management to fully understand the risk exposure. As such, it is recommended that the

composition of the board of directors and senior management in a bank should include

individuals who are highly skilled and experienced in determining the risk exposure given

the size and nature of the banks activities and should be able to take certain steps if a need

arise to reduce a high risk exposure. Regulators and supervisors have an important

responsibility to determine the adequacy of the internal control measures including the

responsibilities of the board of directors in dealing with organizational structure,

accounting principles, checks and balances and safety of investment and compliance of

abiding by the given laws and required disclosure.6 Another important part of the

recommendations issued by different committees such as Basel and OECD deals with the

Business ethics, specifically to make sure that the rights of shareholders stakeholders are

well protected. Accordingly, these shareholders and stakeholders have a right to adequate

and timely information and appropriate forms of participation in the decision making

process of the bank.

Appoint of Board of Director

Prior clearance of the SBP is needed for the appointment of BOD. The potential

nominee/appointee for the post of a Director should have substantial interest (no less than

6 See SBP: Handbook on Corporate Governance (2003), pages: 16-19 for details.

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20 per cent shares) and should be working in a management capacity for the bank. Anyone

holding at least 10 per cent shares can become Director subject to SBPs approval. SBP

requires that the incumbent should also qualify the standard fit and proper test for

appointment. A minimum of 5 years of senior business/management level experience for

the post of directors while potential candidate for Presidents or CEO of banks need to have

spent 15 years in banking career with a minimum of 3 years in senior level. These

individuals should also have impeccable record in the their professional capacities, should

not have been involved in any bank insolvency or should not be a defaulter of any kind and

should not be a director in any other financial institutions creating a conflict of interest.

The SBP may also ask any banking company to call a general meeting of the shareholders

to elect a new director. Banking Companies Ordinance (BCO), 1962 and Companies

Ordinance (CO), 1984 specify the procedure for the election of a director. According to

the Companies Act, 1913 the SBP may also appoint no more than one person to be a

director of a banking company. In either case, the total number of directors should not be

less than seven and the tenure of a director is restricted to be no more than six consecutive

years.

Responsibilities of the Board of Directors

The responsibilities of the BOD are specified in the SBP code of corporate governance.

Some important ones are highlighted here:7

The Board shall approve and monitor the objectives, strategies and overall business

plans of the institution and will ensure that all activities are carried out prudently

within the framework of existing laws and regulations.

The Board shall clearly define the authorities and key responsibilities of both the

Directors and the senior management without delegating its policymaking power to

the management.

The Board shall approve and ensure the implementation of all policies related to

audit and internal management of risk and resources and will be responsible for the

review and update of existing policies.

7 SBP, Code of Corporate Governance, 2003: 37-39.

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The Board will ensure an effective Management information system to cater to

the needs of changing market conditions.

The Board should meet frequently (preferably on a monthly basis but at least

quarterly), and the individuals directors should attend at least half of the meetingsheld in a financial year. The SBP requires that all Pakistani scheduled banks in

Pakistan should not hold their ordinary BOD meetings outside the country.

Holding such meeting abroad leads to wastage of resources without any benefit to

depositors/customers.

The Board is required to prepare a formal summary of the proceedings of the

general meetings and meeting of its directors and committee of directors for

inspection duly signed by the chairman and makes it available for inspection bymembers free of charge. Under an amendment to the BCO, 1962, the SBP starting

January 2000, required all banks incorporated in Pakistan to furnish copies of the

minutes of the meeting of their respective BODs within seven days of the meeting

to the Director, BPRD, SBP.

The activities of the Board should be transparent to the external auditors and

supervisors to form a judgment on its working and decision-making performance.

The Board will ensure that appropriate actions are taken, in consultation with the

audit committee of the Board, to rectify any weaknesses and lack of controls with a

copy of the letter submitted to the SBP for monitoring purposes.

Further Guidelines for the Functions of the Board of Directors

The Companies Ordinance, 1984 also details the power of Directors which empowers the

Director to make important decisions on investment and human resource management as

well as capital expenditure. The SBP directive also require that member of the BOD of a

banking company should not hold any more 5 per cent of the paid-up capital of the banking

company in individual capacity or in the name of family members. The Directors should

not appointed in the bank in any capacity, shall not be paid other than traveling and dialing

allowances to attend meeting and no more than 25% of the total directors can be paid

executives of the bank.

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In order to reduce the monopoly of the same family in a banking company, the SBP, in

November 2001 issued a circular to restrict the number of directors on the board from the

same family no more than 25% (as compared to 50% allowed earlier). The BCO, 1962

also restrict a person to be a director of two companies simultaneously. To reduce political

influence, any Federal, or Provincial Minister or the Minister of State or a civil servant

cannot be appointed as the director of the banking company.

Under prudential regulation guidelines of the SBP, the banking is not allowed to make

loans or advances to any of its directors, chief executive, individuals, or their family

members or firms or companies which the banking company or any of its director is

interested as partner holding more than 5 per cent of the share capital or make loans and

advances on the guarantee of the above individuals. The banking company is also not

allowed to make loans and advances against the security of its own share. The prudential

regulation circular issued in 1992 also forbids banks to enter, without a prior approval of

the SBP, into a lease, rent or sale/purchase agreement with their directors, officers,

employees or any individual (or their family member) with ownership of 10 percent or

more of the equity of the bank

Whenever deemed necessary, the SBP has the authority to supersede the Board of directors

and may continue to do so for period determined by the SBP. The SP guidelines also detail

the procedure for the removal, retirement or prosecution of director(s) or chief executive

officers.

b. Management

The appointment criterion of the Chief Executive Officer (CEO) is the same as the Director

of the BOD. No prior approval of the SBP is required for such appointments. However,

the banks are required to adhere to the SBPs guidelines containing the Fit and Proper

Test for the appointment of key executives, especially very senior level officials non

compliance to which will result into punitive actions against the banking company. The

key criterions of the Fit and Proper test include:

the incumbent should have a track record of Honesty, integrity and reputation, not

convicted of any criminal offence including fraud or financial crime.

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should be competent and capable of fulfilling his/her duties, having adequate

qualification and experience.

should not have been removed/dismissed from service in the capacity of an

employee, director or chairman on account of financial crime or moral conduct.

should not be defaulter of payment(s) due to any financial institutions or tax office.

should not supervise more than one functional areas that give rise to conflict of

interest within the banking company and should not hold directorship of a company

that is a client to the bank.

c. Financial Disclosure

Under the BCO, 1962, all banking companies incorporated in Pakistan or foreign

banks with branches in Pakistan are required to furnish a balance sheet and profit

and loss account to the SBP at the end of the calendar year.

The CO, 1984 requires that the directors shall attach a report with the balance sheet

to report the state of the companys affairs, the details of dividend distribution, and

details of any reserve accounts

Disclose any material changes and commitments affecting the financial position of

the company.

Disclosure of any observations or negative remarks made in the auditors report.

State details of holding of share, earning per share, reasons for incurring loss (if

any) and any defaults (if any).

Noncompliance to the above will result in to punitive actions by the relevant

authorities.

d. Auditors

Another principal of effective bank supervision is the effective internal audit. Internal

audit helps to identify the problem areas and to avoid a major collapse. However, to have

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an effective internal audit, it is important that the bank should have sufficient resources and

qualified and an appropriate methodology to undertake this task. Again, supervisors have

to make sure that banks have an appropriate audit function and satisfy the above criterion.

Reporting of these reports in an accurate and timely manner is essential for evaluation of

the banks status and need for any necessary strategy. Supervisors have the authority to

hold management responsible for the release of all such information and reports and that

these reports are accurate and produced in a timely manner. Some recommendations from

the SBPs handbook are stated here:

Under CO, 1984, the banking company is required to appoint an auditor in its

annual general meeting for a period of one year. The first auditor of a newly

incorporated company should be appointed within 60 days of the incorporation of

the company.

All banking companies are required to appoint auditors from the panel of auditors

maintained by the SBP. This panel consists of auditors who satisfy certain

minimum criteria based on their qualification and experience. Any individual who

is a director of the company or has any kind of employment with the company or

any of his/her family member is employed by the company cannot be appointed as

the auditor of the same company. Any individual or his/her family member who is

appointed the external auditor is not allowed to hold, purchase, or sale shares of the

company.

The BCO, 1962 states that the balance sheet and profit and loss account prepared

by the company shall be audited by the banking companys auditor.

The auditor is required to furnish an audit report stating the authenticity of the

information and extend of cooperation provided by the banking company while

conducting the company audit. These will include verification of the sources of

funds generated and investments made by the banking company during the audit

period.

The auditor shall adhere to the guidelines or any amendments to the guidelines

issued by the SBP for the audit of the banking company. The auditors will furnish

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a special report to the Director, Banking Supervision Department (BSD) of the SBP

and a copy to the concerned bank.

Further General Developments on Corporate Governance

The State Bank of Pakistan has recently issued Guidelines on Internal Controls further

explaining the policies, plans and processes as affected by the decion-manking process of

the BODs and senior management. As it is well established elsewhere and effective risk

management is strongly influenced by effective internal control mechanism helps reduce

the risk and probability of banking crisis. Hence, the SBP has put special emphasis to these

guidelines for internal control as part of effective risk management. The system of internal

controls includes financial, operational and compliance controls and risk management. The

guidelines ensure efficiency and effectiveness of operations, reliability, completeness and

timeliness of financial and management information and compliance with policies,

procedures, regulations and laws. An important aspect of risk management is risk

recognition and assessment as well as correcting deficiencies. Self assessment requires

certain level of expertise and experience. It is, therefore important that senior management

and internal auditors of the banking industry are qualified to perform these tasks. In an

emerging but rapidly developing financial system such as Pakistan, regulators can be very

useful by organizing certain workshops to the senior management to understand the

mechanism to fully understand and assess different categories of risk bank is expected to

face in the changing market conditions. One can learn important lessons from the policies

implemented by the Southeast and East Asian economies in the aftermath of the 1997

Asian financial crisis and under the new financial architecture. Organizing workshops and

courses for senior banks management and sharing information dealing with a bank-specific

problem are two important aspects of this new financial architecture.

5. CONCLUSION

Due to a very high cost of banking crisis on the economy and taxpayers, it is important to

develop a mechanism to prevent the occurrence of a banking crisis or collapse of a banking

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system. Academic literature has developed some theoretical models and empirical

methodologies to predict and prevent a forthcoming crisis.8 However, not much attention

was paid until recently on corporate governance to be used as an effective risk management

tool. Even a good banking supervision cannot function well without wound governance in

place (Tirapat; 2003). The recent trends of internationalization and globalization, changing

market conditions, and deregulation as well as episodes of some of the worst banking crises

in 1990s further emphasize the need for a proper self-discipline management, efficient

internal control system and effective supervision. Hence good governance. It was in this

perspective that in late 1990s and early 2000, some international organizations such as

IMF, OECD, Basel Committee, etc embarked on establishing some guidelines for good

governance practices in the banking sector and made some formal recommendations.

Pakistan s banking sector experienced significant changes during the last few years

moving from nationalized commercial banks to private banks. Given that the banking

sector is the most important channel of resource allocation and mobilization in an emerging

economy like Pakistan, a bank failure or banking sector collapse may have devastating

effects on the economy. Therefore it is important for supervisors to take necessary steps to

provide a safe banking sector and ensure its stability. Besides some organizational changes

in the SBP itself which makes the supervision and monitoring more effective, it also issued

some guidelines for corporate governance of banks in Pakistan. These guidelines, in

general, are drawn from the recommendations made by the above stated international

agencies but modified according to domestic economic environment and rules and

regulations. As the process of corporate governance of banks in Pakistan is new, it is

difficult to make an assessment of these policies such as evaluation of improvement in

bank efficiency or reduction in bank defaults. This study, however, serves the purpose of

presenting a profile (or a state-of-the-art report) on what has been done so far. It will take

some time and to assess the impact of these policies. Given the relatively more autonomy

and independence in decision-making that the SBP enjoys now, major improvements in

information technology and a very competitive market, it is hoped that banks will use these

guidelines for self-discipline and risk management. These trends are expected to establish

8 See Davis (1991), Demirguc-Kunt and Detragiache (1997), Garcia (1997), Goldstein, Morris, and PhilipTurner (1996), Khalid and Irawati (2004) and Sachs, Tornell, and Velasco (1996) for further details on thisissue.

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a sound banking system in Pakistan which is essential to achieve a high and a sustainable

economic growth.

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References:

Adams, Renee and Mehran, Hamid (2003), Is Corporate Governance Different for Bank HoldingCompany, FRBNY Economic Policy Review, April.

Ariff, Mohamed and Khalid, Ahmed M. (2000), Liberalization, Growth and the Asian FinancialCrisis: Lessons for Developing and Transitional Economies in Asia, Edward ElgarPublishing Co,Cheltenham, UK.

Beck and Levine (2004), Legal Institutions and Financial Development, NBER working papernumber 10417.

Bies, Susan S. (2002), Bank Performance and Corporate Governance, BIS Review, 55 Bollard,Alan (2003), Corporate Governance in the Financial Sector, Speech to the AnnualMeeting of the Institute Directors in the New Zealand.

Bushman and Smith (2003), Transparency, Financial Accounting and Corporate Governance,FRBNY Economic Policy Review, April.

Carse, David, (2000), The Importance of Corporate Governance in Banks, Speech by DeputyChief Executive of Hong Kong Monetary Authority on March 17.

Davis, E.P. (1991), Financial Disorder and the Theory of Crisis in Mark P. Taylor (ed.)Money and Financial Markets, Cambridge, Massachusetts, USA: Basil Blackwell Inc.

Demirguc-Kunt, Asli, and Enrica Detragiache (1997), The Determinants of BankingCrises: Evidence from Developing and Developed Countries, IMF Working Paper97/106, Washington D.C.: International Monetary Fund, September 1997.

Furfine, C.H. (2001), Banks as monitors of other banks: Evidence from the Overnight FederalFunds Market, Journal of Business 74, 33-57.

Garcia-Herrero, Alicia (1997), Banking Crises in Latin America in the 1990s: Lessonsfrom Argentina, Paraguay, and Venezuela, IMF Working Paper 97/140, WashingtonD.C: International Monetary Funds, October 1997.

Goldstein, Morris, and Philip Turner (1996),Banking Crises in Emerging Economies: Originsand Policy Options, BIS Economic Papers no. 46, Bank for International Settlements,Monetary and Economics Department.

Hanif, M. Nadeem (2003), Restructuring of Financial Sector in Pakistan, Journal of theInstitute of Bankers, Pakistan. Karachi.

Hussain, Ishrat (2003), Regulatory Strategy of the State Bank of Pakistan, Comments of the paperdelivered by Dr. Mohsin S. Khan as Quaid-e-Azam lecture at the 18 th Annual GeneralMeeting of the Pakistan Society of Development Economics held at Islamabad.

Jensen, Michael C., and William H. Meckling, W. (1976), Theory of the Firm: ManagerialBehavior, Agency Costs, and Ownership Structure, Journal of Financial Economics, 3,pp. 305-360.

Khalid, Ahmed M (1999), Contagion Effect from the Asian Financial Crisis: Sectoral Analysis,Paper presented at the 1999 World Bank Global Development Network (GDN)conference Bonn, Germany, December 5-9.

Khalid, Ahmed M. (1999), Policy Response to the Crisis in Thailand, Malaysia and Indonesia: ABrief Assessment, Report commissioned by the Asian Development Bank, Manila, the

Philippines, November 1999.Khalid, Ahmed M. and Irawati, Lina (2004), Banking Crises: Prediction, Policy Implementation

and Responses: Evidence from Indonesia and Malaysia, paper to be presented at the Far-Eastern Meeting of the Econometric Society (FEMS), Seol, South Korea, 30 June 2 July2004.

La Porta, R., Lopez-de-Silanes, F., Shleifer, A., Vishny, R.W. (2002), Investor protection andcorporate valuation, Journal of Finance 57, 1147-1170.

La Porta, Rafael, Florencio Lopez-de-Silanes, Andrei Shleifer, and Robert W. Vishny (2000),

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Documents

Ahmed Khalid and Nadeem Hanif