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Abstract
This Chap. 29 examines board composition, independence, representation, codes of conduct and culture.
We begin with board composition, the independence proportion and representation and examine greater challenge, debate and testing.
We move to consider a change in board culture and codes of conduct/ethics and conflicts including changing board culture and ‘tone at the top’. We present governance variables for culture and ‘tone at the top’, ‘entrenchment’ of the CEO, codes of conduct and ethics including an ‘ethics, compliance and reputation committee’ and a conflicts of interest policy.
There follows the FSB’s Framework for Assessing Risk Culture including the aims of assessing risk culture, the FSB’s elements of a sound risk culture including the FSB’s and NAB’s ‘tone from the top’. We continue with the FSB’s further indicators of a sound risk culture – accountability, effective communication and challenge and incentives.
There is then focus on the FSRC findings on governance, remuneration and culture including the FSRC Final Report recommendations and commentary on culture, governance and on the role of the board and concluding that section with the FSRC Final Report recommendations and commentary on priorities.
The examination then moves to the NAB Self-Assessment 2018 on financial objectives and prioritisation including strategic planning and performance objectives, the growth fund and annual group budget, trade-offs in decision-making and customer outcomes.
Switching to the Westpac Review Team 2018 examination of prioritisation decisions, we examine WBC’s four (4) factors contributing to prioritisation of financial considerations.
We conclude with the FSRC Final Report recommendations and commentary on non-financial risks and accountability.
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Australian Prudential Regulation Authority, Prudential Standard CPS 510 Governance, July 2019, accessed 22 September 2019, available at: https://www.legislation.gov.au/Details/F2019L00662/Download (‘CPS 510’), sections 26–33, pp 9–10. In addition to finalisation of APRA’s Draft Prudential Standard 511 Remuneration, APRA has announced that it intends to consult on revised versions of Prudential Standard CPS 510 Governance, Prudential Standard CPS 220 Risk Management and Prudential Standard 520 Fit and Proper in the second half of 2020 with expected effective dates of 2022. See Australian Prudential Regulation Authority, Information Paper, APRA’s Policy Priorities, section 2.1.1 Governance and risk management, section 2.1.3 Accountability and Attachment B: Timelines.
Francesco de Zwart, Enhancing Firm Sustainability Through Governance, The Relational Corporate Governance Approach, Cheltenham, UK and Northampton, MA, USA: Edward Elgar Publishing, Corporations, Globalisation and the Law Series, July 2015, (‘Stage 1’). See discussion in section 7.3.2.1.2 of Stage 1, p 211.
For Stage 1, see also, Francesco de Zwart, “Enhancing firm sustainability through governance – Part 1: The challenge of corporate governance” (2018) 33(2) Aust Jnl of Corp Law 144 and Francesco de Zwart, “Enhancing firm sustainability through governance – Part 2: The framework of the relational corporate governance approach” (2019) 34(1) Aust Jnl of Corp Law 27.
The Bank for International Settlements, The Basel Committee on Banking Supervision, Guidelines, Corporate Governance Principles for Banks, July 2015, accessed 21 March 2017 at http://www.bis.org/bcbs/publ/d328.htm, (‘BCBS Guidelines 2015’), Para 30, p 9.
Financial Stability Board, Guidance on Supervisory Interaction with Financial Institutions on Risk Culture, A Framework for Assessing Risk Culture of 7 April 2014, accessed 28 February 2019, available at http://www.fsb.org/wp-content/uploads/140407.pdf (‘FSBCult’).
Shann Turnbull and Michael Pirson, “The Future of Corporate Governance: Network Governance – A Lesson from the Financial Crisis”, Fordham University Schools of Business Research Paper No. 2010–010, (15 March 2010), accessed 5 April 2017 at SSRN: http://ssrn.com/abstract=1570924, 4.
Commonwealth of Australia, Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry, Final Report, 4 February 2019, accessed 5 February 2019, available at https://static.treasury.gov.au/uploads/sites/1/2019/02/fsrc-volume1.pdf, Volume 1, (‘FSRC Final Report’), pp 334–5 (footnote omitted).