La corporate governance delle banche: per un paradigma diverso

Failures of the corporate governance of banking firms were one of the major causes of the 2007-09 Great Financial Crisis. Various reforms have been en- acted to ameliorate Governance standards, notably risk management and incentive systems; but the key driver remains the improvement of shareholders rights, with a view to ensuring sustainable value creation. Instead, in this paper it is argued that, to strive for a structural advance in the risk appetite framework of the banking firm, the fundamental assumption behind corporate governance – i.e. that the ultimate authority lies in shareholders (the “owners”) who detain exclusive voting rights – should be reconsidered. To start with, it is recalled that, according to the options en- terprise model, the effective owners of a corporation can be identified with its debt holders. More specifically and more recently, in the case of banking firms, the bail-in/resolution mechanisms enacted create new obligations and responsibilities for holders of subordinated debt: accordingly, the traditional corporate governance framework should be modified to allow - in appropriate forms - for their voting rights and presence in the Board of Directors/Supervisory Board.