The Key Code and Advanced Handbook for the Governance and Supervision of Banks in Australia

About the Book

This Key Code and Handbook examines the corporate governance and accountability of Major Banks, their directors and executives which were the central focus of bank, Supervisor, Regulator and governmental activity and public scrutiny in 2018 and 2019. This book explores this responsibility focus by providing evidence from the Global Financial Crisis and beyond with both APRA and ASIC investigating illegal conduct, misconduct and conduct which was below the level of community expectations. This book discusses how the Royal Commission into misconduct in the banking and financial services industry has already given rise to a detailed Final Report whose recommendations are still being put into effect. Further, this book uses evidence provided by the large number of Prudential Standards issued by APRA and investigations into the conduct of Major Banks by Regulators.

This book explores governance variables - over 1,700 in number and grouped into 159 'key groupings' or separate categories - which are all indexed to 28 governmental, regulatory and supervisory reports and documents to create a governance code and commentary specifically tailored to Australian banks. Each governance variable is modelled on the Stage 1 Relational Approach contained in Enhancing Firm Sustainability Through Governance. Given the huge interest in the governance of banks, Parts 1 and 2 - explaining the Relational Approach - of Stage 1 were recently published in November 2018 and June 2019 in the Australian Journal of Corporate Law.

This book is the largest reference book and handbook in publication worldwide containing the structures, mechanisms, processes and protocols - the checks and balances we call 'governance variables' - that deeply addresses and explains banking accountability and regulation in Australia.

Table of Contents:
Preface.- Part I: Governance Of Banks In The GFC And Beyond Key Field No 5 (Part 1): Introduction To The Relational Corporate Governance Model, Key Code And Advanced Handbook.- Chapter 1. Aims and Approach to Examining The Governance Of Banks In The Global Financial Crisis And Beyond To The Australian Banking Royal Commission Inquiry Into Banking Misconduct In Stage 2.- Chapter 2. The Theoretical And Operational Parts Of The Stage 1 Relational Approach And Model.- Chapter 3. Determining The Effects Of Governance Variables In The Relational Approach.- Chapter 4. Key Code And Advanced Handbook User Guide.- Chapter 5. Quick-Reference Guide.- Part II: Governance Of Banks In The GFC And Beyond Key Field No 5 (Part 2): The Challenge For Relational Governance Variables For Australian Banks.- Chapter 6. Key Questions And Core Failures In Bank Governance.- Chapter 7. Distinguishing Features Of Banks For The Relational Approach.- Chapter 8. Maximising The ‘Default Standard’ Of Shareholder Value.- Chapter 9. Overview Of Stage 2 Bank-Specific Key Code And Advanced Handbook For Australian Banks.- Part III: Governance Of Banks In The GFC And Beyond Key Field No 5 (Part 3): Bank-Specific Coverage And Relational Proximity Rating Results For Australian Banks.- Chapter 10. Existing Stage 1 And New Stage 2 Bank-Specific Relational Corporate Governance Variables For Australian Banks.- Part IV: Governance Of Banks In The GFC And Beyond Key Field No. 5 (Part 4): Issues In Executive Compensation And Accountability – Incentives, Bonuses, Equity And Option Compensation And The Bear.- Chapter 11. Approach And Structure Of Part 4 Has A Risk-Taking Focus.- Chapter 12. Government And Market Reform Report Recommendations For Compensation Or Remuneration.- Chapter 13. FSB Principles For Sound Compensation Practices (FSBP) And FSB Implementation Standards (FSBIS).- Chapter 14. Nab Self-Assessment 2018 Recommendations And Commentary On Remuneration.- Chapter 15. Westpac Review Team 2018 Recommendations And Commentary On Remuneration.- Chapter 16. Shareholder Value Maximisation In Banks And Financial Firms.- Chapter 17. Additional Compensation/Remuneration Committee Considerations.- Chapter 18. Compensation Practices For Misconduct Risk.- Chapter 19. FSRC Final Report Commentary And Recommendations In Relation To Remuneration.- Chapter 20. The BEAR - Bank Executive Accountability Regime - And Apra’s Non-Financial Risk Accountabilities.- Chapter 21. APRA Revised Draft Prudential Standard Cps 511 Remuneration.- Part V: Governance Of Banks In The GFC And Beyond Key Field No. 5 (Part 5): Boards And Committees, Independence, Expertise And Bank And Risk Culture.- Chapter 22. Approach of Part 5.- Chapter 23. Board Characteristics For Australian Major Banks.- Chapter 24. Functioning Of The Board And Monitoring And Evaluation Of Performance.- Chapter 25. Diversity.- Chapter 26. Skills, Independence, Competence And ‘Fit And Proper Person’ Tests.- Chapter 27. Failures In Risk Modelling And Rating Securitized Products.- Chapter 28. Failures In Risk Modelling And Rating Securitized Products.- Chapter 29. Composition, Independence, Representation, Codes Of Conduct And Culture.- Chapter 30. NAB Self-Assessment 2018, Westpac Review Team 2018 And Westpac Reassessment on Governance, Accountability And Culture.- Chapter 31. NAB and Westpac Recommendations and Commentary on Culture.- Chapter 32. APRA Information Paper 2019 On Risk Culture.- Chapter 33. Financial And Bank-Specific Expertise.- Chapter 34. Role, Responsibilities And Time Commitment For The Chairperson.- Chapter 35. Size And Composition Of The Board.- Chapter 36. Board Committees.- Chapter 37. Complexity Of Bank Structures, Off-Balance Sheet Entities, Disclosure And Transparency.- Part VI: Governance Of Banks In The Gfc And Beyond Key Field No 5 (Part 6): The Governance And Management Of Bank Risk, Risk Appetite And Risk Culture.- Chapter 38. Introduction To Failings Of Risk Management In The Global Financial Crisis And Beyond To The Australian Banking Royal Commission Inquiry Into Banking Misconduct.- Chapter 39. NAB and ASIC Failures In Issue Identification, Escalation And Resolution.- Chapter 40. Risk Culture, Risk Appetite And Risk Appetite Statements.- Chapter 41. FSB Effective Risk Appetite Framework.- Chapter 42. The Three Lines Of Defence.- Chapter 43. Board Risk Committee (BRC).- Chapter 44. Board Risk Committee Composition.- Chapter 45. The Risk Management Function.- Chapter 46. The Internal Audit Function.- Chapter 47. Governance Variables For Remediation Activities.- Chapter 48. Governance Variables For APRA On Risk Management And Compliance.- Chapter 49. NAB’s Risk Management Framework (RMF) And ASX Environmental And Social Risks.- Chapter 50. Governance Variables For The Westpac Review Team 2018 And The Westpac Reassessment On Risk Management And Compliance.

About the Author :

Dr Francesco de Zwart is a Senior Lecturer at Adelaide Law School at the University of Adelaide. He was admitted as a Barrister and Solicitor of the Supreme Court of Victoria in 1993 and worked as a solicitor for Arthur Robinson and Hedderwicks (now Allens). He primarily worked in the general corporate and banking and finance areas. He has published in journals such as the Monash University Law Review and the Australian Journal of Corporate Law.

He has taught business law and corporate law to non-law students for many years at the Department of Business Law and Taxation at Monash University. He joined the Business School at the University of Adelaide in 2012. At Adelaide Law School he teaches Foundations of Law to first-year students and, to later year students, Equity. He is First Year Coordinator of the LLB Program at Adelaide Law School and teaches governance subjects in the Law Master's Program. He is the Lawyer Member of the University of Adelaide Human Research Ethics Committee. His original governance model was published in the 2015 book Enhancing Firm Sustainability Through Governance, The Relational Corporate Governance Approach. He is a member of the Subject Advisory Committee for the Applied Corporate Law subject at the Governance Institute of Australia. He is the Director of the Relational Corporate Governance Model Project adapting and applying his original model to the governance and supervision of major banks in Australia.