香港金管局-良好的公司治理、披露和透明在银行稳定中的作用(英文)

1、The role of good governance, disclosure and transparency in banking stabilityDavid CarseDeputy Chief ExecutiveHong Kong Monetary Authority22 February 2001IntroductionTwo important trends in banking regulation and supervision have become evident in recent yearsstress on the key role of the directors

2、and senior management in ensuring that banks are prudently managedthe role of disclosure and market discipline in promoting the accountability of directors/management and in discouraging excessive risk-takingThese trends are the subject of this presentationThe role of bad corporate governance in the

3、 Asian crisisWeak corporate governance in Asian banks was one of the key factors in the Asian crisismany banks were controlled by owner-managers and the board of directors played little rolebanks were often parts of wider conglomerates and were used to fund other parts of the group or the owners (co

4、nnected lending)management was not professional and lacked self-responsibilitygrowth was more important than return on capitalrisk management was poorThe situation in Hong KongCorporate governance of Hong Kong banks is relatively good by regional standards as has been shown by their ability to survi

5、ve the Asian crisis intactHowever, there were some weaknesses in the performance of the boards of a few local banks during the Asian crisisin these cases, the board of directors failed to play a proper leadership roleTo address this situation, the HKMA issued a guideline on corporate governance in l

6、ocally incorporated authorized institutions in May 2000The role of the HKMAPromotion of good corporate governance is part of the supervisory responsibilities of the HKMACorporate governance is particularly important for banks because of the risks they take on and because they safeguard other peoples

7、 moneyDirectors need to ensure that the risks in banks are properly managed, and under the Hong Kong Banking Ordinance they have a specific legal responsibility to do soThis does not mean that the directors should themselves formulate policies for managing risk, but they should certainly approve suc

8、h policiesContents of the HKMA Guideline Major responsibilities of the boardensure competent managementapprove objectives, strategies and business plansensure that the banks operations are conducted prudently and within the framework of laws and board policiesensure that the banks affairs are conduc

9、ted with a high degree of integrityLegal obligations of directorsThe use of auditors, including internal auditSpecific requirementsSpecific Requirements (1) The board should ensure that the bank establishes policies, procedures and controls to manage the various types of risk with which it is faced

10、8 types of risk specified by HKMA (i.e. credit, interest rate, market, liquidity, operational, reputation, legal and strategic risk)board should approve relevant policies to manage these risks while senior management should put them into effectpolicies should not exist merely for forms sake (e.g. to

11、 satisfy the regulator), but should dictate how the bank is actually run in practice Specific Requirements (2)The board should ensure that the bank fully understands the provisions of section 83 of the Banking Ordinance on connected lending and establishes a policy on such lending section 83 of the

12、Ordinance limits the unsecured advances of banks to connected parties (e.g. directors and their relatives)board should ensure that the bank fully understands its legal obligations and establishes a policy on connected lending according to the minimum standards specified in the GuidelineSpecific Requ

13、irements (3)The board should ensure that it receives the management letter from the external auditor without undue delay, together with the comments of managementmanagement letter should normally be received within 4 months from the financial year-endboard and/or audit committee should ensure approp

14、riate action is taken to address any weaknesses identified in the management letter copy of the management letter should be given to the HKMASpecific Requirements (4)The board should maintain appropriate checks and balances against the influence of management and/or shareholder controllers, in order

15、 to ensure that decisions are taken with the banks best interests in mind. board should have at least 3 independent non-executive directors to provide the necessary checks and balances and bring in outside experiencebanks should notify the names of their independent directors to the HKMAHKMA may req

16、uire additional independent directors to be appointedSpecific Requirements (5)The board should establish an audit committee with written terms of reference specifying its authorities and duties audit committee should be made up of non-executive directors, the majority of whom should be independentBo

17、ard meetings of a bank should be held preferably on a monthly basis but in any event no less than once every quarter banks should keep full minutes of board meetingsHKMA will require banks to provide it with a record of the number of board meetings held each yearSpecific Requirements (6)Individual d

18、irectors should attend at least half of board meetings held in each financial year and all meetings where major issues are to be discussed participation of directors in board meetings can be facilitated by video or telephone conferencingHKMA will monitor the attendance records of individual director

19、sThe HKMA will meet the full board of directors of each bank every year. HKMAs intention is not to participate in board meetings but to strengthen communication between the HKMA and the banks at the highest levelHow can good corporate governance of banks be achieved?Main responsibility rests with sh

20、areholders, directors and managementRegulation and supervision also play a roleBoth of the above need to be supplemented by adequate public disclosureThis facilitates private sector oversight of the risk-taking and financial condition of banksdisclosure makes directors and senior managers more accou

21、ntable to the various stakeholdersincreases the number of “watchful eyes”, thus reinforcing supervisory effortsWhat should banks disclose? (1)Financial performance (breakdown of income and expense etc)Financial position (breakdown of on and off-balance sheet items, including capital position and liq

22、uid assets)Risk management strategies and practices Risk exposures (including quantitative and qualitative information on credit, market, liquidity, operational, legal and other risks)What should banks disclose? (2)Accounting policiesBasic business, management and corporate governance information (i

23、ncluding business strategies, group structure, board and management structure, remuneration policies etc)Disclosure and transparencyDisclosure doesnt necessarily achieve transparencyTo achieve transparency, disclosure must enable users to properly assess the banks risk profile, financial condition a

24、nd performance, business activities etcTherefore disclosure must becomprehensiverelevant and timelyreliablecomparablematerialThe benefits of disclosure (1)Well managed banks should benefit, e.g. from improved access to capital markets and more secure funding at a lower costEnable a more efficient al

25、location of capital between banks by helping shareholders to more accurately assess and compare the risk and return prospects of individual banksEnable a wider set of shareholders to participate effectively in the governance of the banks and make the corporate governance process more transparentThe

26、benefits of disclosure (2)Enable depositors and other creditors to better decide which banks they should place their money with and to curb excessive risk-takingReduced risk of market disruptions - ongoing disclosure should make market participants less likely to overreact to negative informationStr

27、engthened incentives for banks to behave in a prudent and efficient mannerThe benefits of disclosure (3)Reduction in systemic risk through better ability to distinguish higher risk banks from those that are fundamentally safe and soundshould reduce the risk of contagionReinforce supervisory guidance

28、 by making banks disclose when they are non-compliantReduce moral hazard faced by supervisorsHow can disclosure be made effective?Two broad goals in designing effective disclosure standardshow to achieve transparencyhow to achieve market disciplineThe problems of achieving transparencyThe financial

29、strength and riskiness of banks are inherently difficult to evaluateproblem of how to value loan portfolioshow to communicate meaningfully the risk appetite and quality of risk management of a bankdifficulty of comparability of financial information o/a differences in accounting standards, superviso

30、ry guidelines, interpretation, enforcementlimits on disclosure of customer information and proprietary information, e.g. on risk management techniques and strategiesproblem of keeping up to date with rapid changes in banks risk profilesThe problems of achieving market disciplineMarket participants m

31、ay not respond to information in a way that promotes financial stabilitypublicly disclosed information may not be regarded as sufficiently credibleparticipants may rely on official safety nets for protectionretail depositors may be unable to monitor a banks condition via public disclosureshareholder

32、s may fail to discipline managementmanagement may lack incentives to behave prudentlyNecessary conditions for disclosure to be effectiveEffective disclosure depends on the infrastructure within which banks operatethe nature and adequacy of corporate lawthe adequacy of accounting standards and auditi

33、ng requirementsthe expertise and integrity of the auditing professionthe adequacy of the financial news media and market commentators and analystsPotential drawbacks of public disclosureCost of producing and providing informationMarket may react more harshly than desirable when it becomes aware that

34、 a bank is weakenedpotential that bank may fail from liquidity problems even if it is solventother banks may be affected through contagion, particularly in times of financial stressHowever,contagion risk should be reduced in an environment of adequate ongoing public disclosureAlso, the market incent

35、ives provided by disclosure should help to correct bank-level problems at an early stageThe role of supervisors in improving transparency (1)Supervisors should try to promote comparability, relevance, reliability and timeliness of information disclosedissue disclosure standards and guidelines or at

36、least influence the debate on theseEncourage the use of supervisory definitions and reporting classifications for public disclosure purposes to facilitate comparison of dataMediate if banks fail to agree privately on standards in order to speed up the process of disclosure convergenceThe role of sup

37、ervisors in improving transparency (2)Publication of aggregate information received from banksDifficult to go beyond this to disclose information on individual banks, e.g. supervisory ratingswould conflict with the supervisors role to maintain banking stability and make it more difficult to resolve

38、individual banks problemscould make supervisors more reluctant to make independent judgments about banks if these were to be made publiccould make it more difficult to obtain confidential information from banksThe role of supervisors in improving transparency (3)Supervisors can help to ensure compli

39、ance with disclosure standards throughregular review of what banks disclosetaking action against banks that provide insufficient or misleading disclosureensuring that banks have effective accounting standards and practicesmaintaining close liaison with internal and external auditorsThe Hong Kong exp

40、erience of bank disclosure (1)Prior to 1992, banks in HK maintained inner reserves and disclosed little balance sheet or P/L information, e.g.one line P/L account: “net profit after tax and transfers to inner reserves”Rationale was to smooth out large fluctuations in profits and thereby help maintai

41、n public confidence in the banking systemThis was a vital issue in the run-up to the Handover in 1997 The Hong Kong experience of bank disclosure (2)While the stability objective was valid, pressure for change became irresistibleHSBC disclosed inner reserves in 1992 accounts following merger with Mi

42、dland Banklack of disclosure seen as incompatible with HKs position as an international financial centrecriticism from rating agencies and analysts SFC/SEHK concern about listed banksHKMA persuaded other local banks to disclose transfers to inner reserves in 1994 accounts and accumulated amount of i

43、nner reserves in 1995 accountsThe Hong Kong experience of bank disclosure (3)The market reaction to the disclosure of inner reserves was uneventfulAmount of disclosure (e.g. of non-performing loans) has been increased each year through annual HKMA GuidelinesExperience has been positive and stabilisi

44、ngimage of HK banks has improvedpublic and media seem to accept that bank profits will fluctuateannouncement of losses by a few banks during the Asian crisis was absorbed without incidentThe Hong Kong experience of bank disclosure (4)Disclosure by banks in HK has been rated the best in the Region (e

45、.g. by the IMF)But banks here cannot afford to relaxother countries in the Region are catching up and even moving ahead in some respects (e.g. Thai banks now publish NPLs on a monthly basis)the international standards for disclosure are being raised all the timeThe New Capital Accord just announced

46、by the Basel Committee on Banking Supervision is a prime example of thisThe New Basel Capital AccordWill replace the present 1988 Accord in 2004More risk-sensitive framework for calculating capital requirementsMore emphasis on banks internal methodologiesMore options for banksDisclosure and market d

47、iscipline play a central roleStructure of the New AccordThree pillarsFirst Pillar - minimum capital requirementSecond Pillar - supervisory review processThird Pillar - market disciplineAll three pillars are intended to be mutually reinforcingThe Third PillarThis aims to bolster market discipline by

48、ensuring that market participants can better understand banks risk positions and the adequacy of their capitaldisclosure mainly directed at wholesale counterpartiesThe greater use of internal methodologies for calculating capital requirements has increased the need for disclosureensure that these ar

49、e exposed to public scrutinyknowledge of methodologies used by different institutions will make comparability easierDisclosure policy statementDisclosure should be embedded in the management process and given sufficient status “Banks should have a formal disclosure policy approved by the board of di

50、rectors. This policy should describe the banks objective and strategy for the public disclosure of information on its financial condition and performance. In addition, banks should implement a process for assessing the appropriateness of their disclosure, including the frequency of disclosure.” Other aspects of the Third Pillar (1)Distinction between core and supplementary informationformer should be disclosed by all bankslatter shou