Anatomy of a bank failure
A radical change is
necessary in the appointment of independent directors in India in light of the
extensive failures in oversight and management of banks in the US
T T RAM MOHAN
Silicon
Valley Bank (SVB) and its holding company, Silicon Valley Bank Financial Group
(SVBFG), failed last March. This resulted in the immediate failure of
Signature Bank and, with a lag, of First Republic Bank. More mid-sized banks
may follow.
The
US Federal Reserve Board (FRB) has been quick to commission and publish a
review of the failure of SVB. Even more creditable, the review pulls no punches
in apportioning blame. The bank’s management failed. The board of directors
failed. The supervisor failed. Regulations turned out to be inadequate.
Everything that could go wrong went wrong.
The
Fed review should be compulsory reading for bankers, bank boards, regulators
and supervisors. The report will help drive home an important point: It is
futile to expect “market discipline” by itself to take care of banking
stability.
Let
us begin with management and board failures. SVBFG’s assets tripled in size
between 2019 and 2021. Deposits flowed in. The technology sector was booming,
so lending expanded rapidly. Any growth in loans that is way above
average loan growth in the sector is a recipe for trouble, a point often lost
on managements as well as boards. Management does not have the bandwidth to
assess risk properly. Internal controls and systems cannot keep pace with
runaway growth. Reliance on volatile wholesale deposits tends to
increase.
Managerial
incentives are often linked to profits without adjusting for risk. For CEOs,
the temptation to quickly grow the loan book is irresistible. The onus is on the board
of directors to apply the brakes. Rarely does this happen. Boards tend to
be mesmerised by CEOs who show dazzling performance for a few years. They find
it hard to tell a performing CEO, “Sorry, this is not on.”
At
SVBFG, the board was not even responsive to supervisory warnings. The FRB
report remarks acidly, “Moreover, the board put short-run profits above
effective risk management and often treated resolution of supervisory issues as
a compliance exercise rather than a critical risk-management issue.” That could
be said of many boards.
Starting
in July 2022, SVBFG failed its liquidity stress tests repeatedly. Management
moved to increase funding capacity but the necessary actions were not executed
until March 2023 when it was too late. Management chose to mask
liquidity risks by changing the stress test assumptions.
Interest
rate risk too was poorly managed. The bank had breached its interest rate risk
limits on and off since 2017. Instead of reducing dependence on short-term
deposits, management fiddled with assumptions about the duration of deposits.
Hedges on interest rate risk were removed in the interest of boosting
short-term profits. Management was massaging earnings by hiding the underlying
risks. The Risk Management Committee of the board should have picked up these
lapses. It failed to do so, again not a huge surprise.
The
supervisors did not cover themselves with glory either. For governance, SVBFG
got a “Satisfactory” rating, despite repeated supervisory observations about
inadequate oversight. The bank had large, uninsured deposits that were volatile,
yet managed a “Strong” rating on liquidity. Despite breaching interest rate
risk limits repeatedly, it got a ‘Satisfactory’ rating on the item.
Clearly, supervisors in the FRB set-up were hard to displease. Banks in India
must pine for such a supervisor; they find the Reserve Bank of India (RBI) almost
impossible to please.
What
accounts for these supervisory failures? The report says joint oversight by the
FRB and the 12 Federal Reserve Banks is a factor. The Board delegates authority
to the Reserve Banks, but Bank supervisors look to the FRB for
approval before making a rating change. Getting a consensus is
time-consuming.
But
that was not the only reason. In 2018, heightened supervisory standards were
made applicable only to banks with assets of more than $100 billion. Moreover,
supervisors were under pressure to reduce the burden on banks and to exercise
greater care before reaching conclusions or taking action
Finally,
there were the failures of regulation. The Dodd-Frank Act, passed after the
Global Financial Crisis (GFC), provided for stiffer prudential standards for
banks above a threshold of $50 billion. In 2018, the Act was amended to
raise the threshold to $250 billion. For banks in the range of $100-$250
billion in assets, the Fed was given the discretion as to what standards to
apply. When SVBFG reached the threshold of $100 billion, it was subjected
to less stringent regulations than would have applied before 2019. Had the
dilution in regulations not happened, SVBFG would have been compelled to
enhance liquidity and capital before it was too late.
The
problem is fundamental. The philosophy of “light touch” regulation and
supervision hasn’t quite lost its hold on the US system. Multiple regulators
and supervisors are another problem. There is also the “revolving door”
syndrome -- regulators join private banks, then jump back to the regulator in a
senior capacity. The relationship between regulator and banks is too cosy for
comfort, which may explain the kindness shown to SVB.
The
RBI, as your columnist argued last month, is well ahead of the regulatory and
supervisory curve in the West. Its intrusive approach is a better safeguard for
banking stability than the light touch elsewhere. However, supervision can only
be a third layer of defence against bank instability. Regulations are the
primary layer, followed by the board. The RBI must find ways to get bank boards
to do a far better job.
A
radical change would be to alter the way independent directors are
appointed at banks. At present, the promoter or CEO has the dominant say in the
appointment of independent directors (at both private and public sector banks).
The RBI may want to insist that, for instance, one independent director be
chosen by institutional investors and another by retail shareholders
(from a list of names proposed by the Financial Services Institutions
Bureau). Until we have independent directors who are distanced from the
promoter and management, it’s unrealistic to expect board oversight to
improve.
The
RBI is hosting a conference for bank directors later this month. Here are two
suggestions. One, in the interests of
transparency and accountability, the RBI may want to commission a review of the
failures at IL&FS and Yes Bank. Two, it may prescribe the FRB’s review of
SVB’s failure as one of the “readings” for the conference. It may
also include the report of the UK's Financial Services Authority on the failure
of Royal Bank of Scotland during the GFC. At least, bank directors can’t say
they weren’t warned.