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REVIEW OF ECONOMIC PERSPECTIVES – NÁRODOHOSPODÁŘSKÝ OBZOR,
VOL. 13, ISSUE 4, 2013, pp. 195–206, DOI:10.2478/revecp-2013-0009
Banking Governance and Risk: The Case of Tunisian
Conventional Banks
Houssem Rachdi,
1
Mohamed Ali Trabelsi,
2
Naama Trad
3
Abstract: Banks are in the business of taking risks. The 3 pillars of Basel II capital
accord highlight the crucial role of informative risk disclosures in enhancing market
discipline. The specific role and responsibilities of the board of directors or supervisory
boards in banking institutions continue, however, to fuel debate. Findings of the
literature are often inconclusive. The main contribution of this study is examining how
board characteristics affect risk in banking industry. We explore this relationship by
using many econometric approaches. The empirical analysis based on a sample of 11
Tunisian conventional banks over the period 2001-2011 reports the following results
when using GLS RE: small and dual functions boards are associated with more
insolvency risk but have no significant effect on credit and global risks. The presence of
independent directors within the board generates an increase in global risk but has no
significant effect on insolvency and credit risks. A lower CEO ownership has no
significant effect with all measures of risks. Finally, banking capitalization is associated
with more insolvency risk, and small size banks assume lower credit risk. These
findings are performed by using a GMM in system approach.
Key words: Board characteristics, Bank risk, Governance, GLS RE, GMM system
JEL Classification: G30, G32, G34
Introduction
The international financial crisis which hit world economy in 2007 and has intensified
since mid-September 2008 has been marketed as the most serious crisis that has ever
occurred after the 1929 Great Depression (Trabelsi, 2011). Although the crisis initiated
with the American subprime market bubble, it has progressively spread to most
international financial markets through derived products. The global nature of the crisis
is its most distinctive feature in that most countries were affected. Subprime credits are
purely an American practice (they exist under more or less moderated forms in other
countries like the UK) and it is the American institutions which are known for loans.
This crisis has nevertheless quickly expanded due to an interdependence characterizing
financial institutions, securitization which allowed investors access to foreign real estate
markets and to re-evaluation of risk price. Decrease in risky assets prices in the US
affected European banks which possessed such assets, thus reducing their demand and
speeding European stock markets collapse.
1 Faculty of Law, Economics and Management of Jendouba, University of Jendouba, Tunisia.
rachdih@uvic.ca
2High Business School of Tunis, University of Manouba, Tunisia. daly1704@yahoo.fr
3 High Business School of Tunis, University of Manouba, Tunisia. tradnaama@yahoo.fr
REVIEW OF ECONOMIC PERSPECTIVES
196
The emergence of this crisis and the recession that followed, as well as the dispersion of
public trust in organizations management has raised several questions on bank
governance and the role of banks in this event (Manière, 2012). In this context, Hasan et
al. (2009) concluded that the start of these crises which were followed by an economic
downturn relates to bank governance quality system. Indeed, several researchers,
including Beck et al. (2000), Wurgler (2000) and Caprio et al. (2007) concluded that
banking system stability leads to the proper functioning of the financial system, which
in turn promotes economic growth. Therefore, it is imperative to implement reforms and
corrective actions that will allow the financial system to become more efficient and
stable. This is the reason that led regulators to conduct a discussion on both the methods
of crisis resolution and the imposition of new prudential standards, and therefore setting
healthier and stronger bank governance (Borisova et al., 2012; Manière, 2012).
Different governance mechanisms may consist of main banking risk factors. Dannon
(2009) states that the internal mechanisms of governance and ownership structure
contribute to improving bank governance and are therefore more effective in explaining
bank risk. Risk mitigation and performance improvement remain a major competitive
opportunity and a competitive advantage. Since the publication of Berle and Means’s
(1932) book "The modern corporation and private property", conflicts between
shareholders and managers have been a subject of numerous studies which aimed at
integrating within company’s operation diagram, the nature of the objectives pursued by
the leaders and whether they differ from those of shareholders (Williamson, 1963).
To explain interest differences between managers and shareholders, Jensen and
Meckling (1976) suggest three reasons. The first source of conflict stems from the fact
that investors’ perception of risks is different to that of executives. The second source is
rooted in horizon differences between shareholders and managers. Finally, the third is
represented by the collection of policy benefits in kind by managers at the expense of
shareholder interests. According to Jensen and Meckling, these conflicts generate what
these authors call agency costs. However, market imperfections and the presence of
some criteria, such as the theory of transaction costs and information asymmetry;
require an intervention of bank governance to address these problems. Therefore,
governance system of banks is based on some pillars: regulation, external mechanisms
and internal mechanisms. In addition, the financial literature has always considered
ownership structure as a primary mechanism to resolve governance interest conflicts
between managers and shareholders and can enhance firm value. Based on these
headlines, previous studies dealing with the relationship between board characteristics
and risk-taking led to conflicting results in the United States of America and Europe.
Few scientific papers deal with the relationship between banking governance and risk
taking. The aim of our study is to examine the nature of the relationship between
governance internal mechanisms and management of banking risks in the Tunisian
context. The main contribution of this paper lies in the fact that it allows to test the
contribution of governance from the perspective of internal mechanisms in explaining
bank risk, and also to study the impact of board characteristics on risks of Tunisian
commercial banks. The paper is structured as follows: The second section presents a
review of the literature relevant to the relationship between board characteristics and
risk-taking. The third section describes the data, variables selected, econometric
approaches and the main empirical results. The fourth section concludes the paper.
Volume 13, Issue 4, 2013
197
2. Literature Review, Theory and Hypotheses Development
The separation between ownership and control has meant that the law gave wide powers
to the board of directors. Fama and Jensen (1983) show the importance of the board in
the control structure, mainly in large companies. Indeed, for them, the board should be
an incentive and a disciplinary mechanism for managers to resolve agency conflicts and
maximize firm value.
Referring to the Principle 1 of Basel recommendations on bank governance (2006),
“Board members should be qualified for their positions, have a clear understanding of
their role in corporate governance and be able to exercise sound judgment about the
affairs of the bank”. The identification of the board of directors’ relevance to risk taking
is determined by its size, its management and its structure (Jezzini, 2005 & Bliss et al.
2007). The work of Adams and Mehran (2003) on U.S. banks shows the existence of a
positive relationship between performance and banks with multi-member boards of
directors.
Chia-Ling (2011) shows that the CEO/chairperson duality is associated with lower
corporate performance. The CEO and chairperson is the same person, a fact which leads
to insufficient monitoring of the board, resulting in a reduced performance. He also
shows that more independent directors in the board are required when the CEO/
chairperson duality exists. Based on this analysis, three hypotheses are developed to
examine risk management in relation to governance mechanisms.
2.1. Impact of Board Size on Bank Risk-taking
Studies on the relationship between the board of director’s size and banking risks
generated conflicting results. Rachdi and Ghazouani (2011) found a negative and
statistically significant relationship between a small board and insolvency risk in
Tunisia, which is consistent with the work of Andres and Vallelado (2008) and Pathan
(2009). According to these authors, and in line with the recommendations of the code of
good corporate governance in Tunisia, a small number of directors within the board
accelerates decision making and facilitates control contrary to large boards that make
the communication process more cumbersome and difficult, and may face coordination
problems due to their supervision efforts (Lipton and Lorsh, 1992). Moreover, Trabelsi
(2010) shows that a large number of members within the Board has a very negative
effect on performance of Tunisian banks. In this context, Jensen (1993) argues that
effective control of sales is lost when the size of board of directors is large.
Other studies (Brokovich et al., 2004, Ben Khediri, 2006, and Dannon, 2009) question
the effectiveness of board of directors in reducing risk when it is small, and on a basis of
arguments show the presence of a positive relationship between small size and banking
risk. They believe that a large board of directors could help better assess the risk of
investment projects thanks to a diversified structure and to a better expertise. Then, the
larger the number of directors, the lower banking risks. Salloum and Azoury (2008),
who point out, confirm this result that an increase in size of the board in the case of
financially insolvent firms seems necessary and is as an effective mechanism. Similarly,
Blanchard and Dionne (2003) suggested that the use of sophisticated instruments to
hedge risk increase with an increase of the number of directors constituting the board.
REVIEW OF ECONOMIC PERSPECTIVES
198
For these authors, the boards have a wider control power and adequate information
sources and they tend to undertake risk-hedging activities.
Thus, the formal representation of the first hypothesis of this study is as follows:
Hypothesis1. (H1): board size has an effect on Bank risk-taking
2.2. Impact of CEO Duality on Bank Risk-taking
The relationship between the chairman function and the role of leadership was raised by
agency theory. Jensen (1993) shows negative effects of the chairman/chairwoman on
risky investments when he or she holds the position of a CEO. Trabelsi (2010) confirms
this association in Tunisian banks. For the control function to be effective, it is
recommended that the general manager does not occupy the position of chairman.
In Tunisia and according to the note issued on 2012 by the governor of the Central Bank
on good governance rules, it is recommended that the principle of separation between
decision and control functions in the reforms be introduced in 2012 in order to establish
a sound and prudent management ensuring sustainability of banks. In the same context,
Mamoghli and Dhouibi (2009) have shown empirically that the risk of insolvency of
Tunisian banks increases if the manager also occupies the function of the chairman.
Dannon (2009) found out that the dual functions of director and chairman of the board
led to risky credit and investment decisions because in the case of a dual leadership, the
manager may have higher authority on the board and the entire banking firm, which
may result in a reduction of the effectiveness of controls. Likewise, empirical studies
found a negative effect of this combination of functions on the risk of firms’ bankruptcy
(Daily and Dalton, 1993).
Based on these arguments, the second hypothesis of this study is as follows:
Hypothesis2. (H2): Duality of the general manager has an effect on Bank risk-taking
2.3. Impact of Independent Directors on Bank Risk-taking
Several studies examined the effect of the presence of external directors on bank.
Agency theory suggests that outside directors play an important role in monitoring
managers' performance. Jensen (1993) and Pathan (2009) found that a significant
percentage of external directors serving on the board contribute to a strong reduction of
various banking risks (total risk, risk of asset returns, idiosyncratic risk, systematic risk
and insolvency risk). Similarly, Lefort and Urzua (2008), Dahya et al. (2008) and Lin et
al. (2010) agree that the presence of outsiders on the board maximize shareholder
wealth and ensure sustainability of the firm because of their skills on the one hand and
their experience serving the benefits of the company. In this context, Ben Khediri (2006)
believes that boards with a significant proportion of external directors, risk coverage
probability is high. Blanchard and Dionne (2003) argued that "the more important the
number of external directors is the more important hedging activities”. In response to
this argument, a second line of thought suggests that external directors are not able to
determine function control of managers, and their presence on the board is not desirable
because they have no effect on the decision to hedge risk and are unable to effectively
monitor management of executives (Dionne and Triki, 2005). This can be explained by
the fact that they are unable to understand the specificities of the bank (opacity,
Volume 13, Issue 4, 2013
199
complexity...)
4
and they cannot take advantage of their knowledge which may be useful
to reduce risk in contrast to internal directors who are more informed about the different
activities and specificities of their business (Linck et al., 2008).
Based on these arguments, the third hypothesis of this study is as follows:
Hypothesis3. (H3): independent directors has an effect on Bank risk-taking
3. Empirical Framework
3.1. Sampling Procedure and Composition
The sample examined in this paper consists of the 11 largest domestic commercial
banks in Tunisia over the period 2001-2011, totaling 121 observations. The data are
sourced of Tunis Stock Exchange. Annual reports of the selected banks and completed
form are of the Bankscope database. Following Adams and Mehran (2008), the
governance data are measured on the date of the proxy statement, i.e., at the beginning
of the respective fiscal year.
3.2. Empirical Model and Measures of Variables
The increased interest in banks’ board governance following the recent international
financial crisis motivates us to investigate whether and to what extent their board
structure affects risks. Our aim is to examine the following relationship, and we will
refer to the study of Pathan (2009) conducted in American banks. This regression
equation is constructed to test empirically the three main hypotheses, H1, H2 and H3,
given the theoretical and empirical discussion in Section 2.
ititit
ititititti
CAPBLn
CEOWNINDDUALBSLnRisk
εββ
β
β
β
β
α
++
+
+
+
+
+
=
65
4321,
)ANKS(
)(
Where subscripts i denotes individual banks (i = 1,2, . . . ,11), t time period
(t = 2001, 2002,…,2011), Ln is the natural logarithmic,
β
are the parameters to be
estimated and
ε
is the error term. Risk: Several different measures of bank risk-taking
have been used in empirical studies. In this study, we measure bank risk taking using
the Z-score, the credit risk and the global risk of each bank. Z-score equals the return on
assets (ROA) plus the capital asset ratio divided by the standard deviation of asset
returns. Because the z-score is highly skewed, we use the natural logarithm of the z-
score, which is normally distributed. The credit risk equals customers credits divided on
customers’ deposits. The global risk equals the standard deviation of the return on assets.
Board size (BS): is the total number of directors serving on the bank board at the end of
each fiscal year. Duality of the general manager (DUAL): is a dummy variable that
equals one if the CEO also chairs the board, but is otherwise zero. Independent directors
(IND): is the number of independent directors, as a percentage of the total number of
board directors.CEO ownership (CEOWN): The percentage of the banks CEO’s
4Fore more detail, see Becht et al. (2011). Why bank governance is different. Oxford Review of
Economic Policy, 27, 437–463.
REVIEW OF ECONOMIC PERSPECTIVES
200
shareholdings. Bank size (BANKS): Total assets as at the end of each fiscal year.
Capital (CAP): Total equities as at the end of each fiscal year.
3.3. Econometric Analysis
Like Pathan (2009), we estimate the equation using a within estimator (Fixed effect) and
a generalized least square random effect (GLS RE), following the Baltagi and Wu
(1999) technique. Table 1 presents regressions of the impact of bank board determinants
on risk when either Z-score, credit risk and global risk are the dependent variable.
The Hausman test confirms the appropriateness of the random-based effects estimation
procedure used in this study (P-value of Hausman statistics is larger than 5%).Also, the
fixed estimator is inconsistent in our study because this procedure aggravates the
problem of multicolinearity due the existence of dummy variable (Duality of the general
manager). Using the GLS RE, the regression is well-fitted with an overall R squared of
40.8% for Z-score, 29.6% for credit risk and 25.8% for global risk with statistically
significant Wald Chi-square χ
2
statistics for all risk measures.
The coefficient on BS is negative across all risk measures (-0.563 for Z-score, -0.751
for credit risk and -0.003 for global risk) and only statistically significant at the level of
1%for Z-score. This result illustrates that banks with small board are associated with
more insolvency risk (Andres andVallelado2008; Pathan (2009; Rachdi and Ghazouani
2011). For the variable BANKS, the coefficient is negative across all measures of risk (-
0.412 for Z-score, -6.446 for credit risk and -0.002 for global risk), and only statistically
significant at the level of 1% for credit risk. This implies that small size banks
institutions assume lower credit risk. Bouaiss (2008) find a significant negative
relationship between risk and the size of the bank.
This table presents the results of GLS RE estimator. Z-score, credit risk and global risk
are the dependant variables. Board size (BS), duality of the general manager (DUAL),
independent directors (IND), CEO ownership (CEOWN), Bank size (BANKS) and
Capital (CAP) are the independent variables. The reported t-statistics with GLS RE
estimates are robust to random fixed-effect and to heteroskedasticity. Hausman χ
2
statistics: The test evaluates the significance of an estimator versus an alternative
estimator. Wald χ
2
statistics: The test is a way of testing the significance of particular
independent variables in a statistical model. The numbers in parentheses represent the
absolute values of t-statistics.
Turning our attention to the variable CEOWN, we find out that coefficients are positive
(1.368 for Z-score, 6.011 for credit risk, and 0.013 for global risk) and not significant
across all risk measures. Our findings about the not statistically significant positive
coefficient on CEOWN across risk point to clear evidence that indicates that as the
percentage of CEOs shareholdings increases, their risk preference decreases. This result
is not consistent with findings of Pathan (2009) for US banks. Consistent with
expectation, coefficients associated to IND are positive (1.232 for Z-score, 9.746 for
credit risk and 0.131 for global risk) and only statistically significant for the former at
10% level for global risk because independent boards are more sensitive to regulatory
compliance. Lefort and Urzua (2008) and Lin et al. (2010) find that the presence of
outside directors enhance returns of shareholders and reduce the risk taking. In contrast,
Pathan (2009) finds a negative and statistically significant result for total risk in US
Volume 13, Issue 4, 2013
201
banks. The coefficients on DUAL (1.164 for Z-score, 2.795 for credit risk and 0.008 for
global risk) and CAP (8.511 for Z-score, 6.483 for credit risk and 0.026 for global risk)
are still positive and statistically significant across the Z-score.
Table 1: Regression Results of the Bank Board Structure and Alternative
Measures of Risk
Variables Z-SCORE
GLS RE
Credit risk
GLS RE
Global risk
GLS RE
BS -0.563***
(2.69)
-0.751
(0.98)
-0.003
(0.93)
DUAL 1.164**
(2.27)
2.795
(1.45)
0.008
(1.13)
IND 1.232
(0.38)
9.746
(0.88)
0.131
(1.65)*
CEOWN 1.368
(0.79)
6.011
(0.92)
0.013
(0.47)
BANKS -0.412
(0.83)
-6.446***
(3.74)
-0.002
(0.28)
CAP 8.511***
(5.94)
6.483
(1.16)
0.026
(1.23)
Constant
-14.531
(1.24)
12.162***
(3.29)
0.172
(0.84)
Number of Observation
113 121 117
Wald χ
2
Statistics 78.42 34.64 35.42
P-value of Wald χ2 0.000 0.000
0.000
Within R
2
0.435 0.273 0.226
Between R
2
0.355 0.094 0.300
Overall R
2
0.408 0.296 0.258
Rho 0.260 0.565 0.479
Hausman χ
2
statistics 3.30 12.79 2.88
P-value Hausman 0.771 0.246 0.823
*, **, and *** indicate statistical significance at the 1%, 5%, and 10% levels.
3.4. Robustness Test: Dynamic Panel GMM in System Estimation
For robustness tests, we estimate the same regression using Generalized Method of
Moments in system (GMM in system). In table 2, according to Wintoki et al. (2012),
the GMM in system estimator has been used to explore findings of GLS RE. We will
use one lag of the instrumental variable to limit the potential problem with more weak
instruments.
REVIEW OF ECONOMIC PERSPECTIVES
202
Table 2: Regression Results of the Bank Board Structure and Alternative
Measures of Risk GMM in system
Variables Z-SCORE
GMM
Credit risk
GMM
Global risk
GMM
BS -0.242
(0.74)
-0.221
(0.23)
-0.002
(0.77)
DUAL 0.042
(0.16)
0.115
(0.44)
0.000
(0.03)
IND -5.579
(1.07)
3.813
(0.39)
0.097
(0.22)
CEOWN 0.200
(1.33)
-8.393
(0.10)
-0.018
(0.90)
BANKS 0.216
(1.15)
-2.145***
(4.32)
-0.004
(0.38)
CAP 9.186***
(4.67)
0.952
(0.32)
0.003
(0.15)
Constant
31.490
(0.94)
-50.438***
(2.66)
0.109
(0.44)
Number of Observation
100
110
103
Wald χ
2
Statistics 3465.39 1.07e+06 13.23
P-value of Wald χ
2
0.000 0.000 0.000
Sargan Test 3.550 3.276 5.021
P-valueSargan 1.000 1.000 1.000
AR (1) -0.979 -1.078 -1.628
P-value AR (1) 0.327 0.280 0.103
AR (2) -0.952 -0.990 0.664
P-value AR (2) 0.341 0.321 0.506
*, **, and *** indicate statistical significance at the 1%, 5%, and 10% levels.
This table presents the results of a GMM in system estimator. Z-score, credit risk and
global risk are the dependant variables. Board size (BS), duality of the general manager
(DUAL), independent directors (IND), CEO ownership (CEOWN), Bank size
(BANKS) and Capital (CAP) are the independent variables. The reported t-statistics
with GLS RE estimates are robust to random fixed-effect and also to heteroskedasticity.
AR (1): Arellano and Bond test of null of zero first-order serial correlation, distributed
N (0, 1) under null. AR (2): Arellano and Bond test of null of zero second-order serial
correlation, distributed N (0, 1) under null. Sargan test: Is a statistical test used to check
for over-identifying restrictions in a statistical model.Wald χ
2
statistics: The test is a
Volume 13, Issue 4, 2013
203
way of testing the significance of particular independent variables in a statistical model.
The numbers in parentheses are the absolute values of t-statistics.
The Wald-test indicates fine goodness of fit, the Sargan and serial-correlation tests do
not reject the null hypothesis of correct specification (P-value of Sargan test and P-value
of AR (2) test of Arellano and Bond are larger than 5%), lending support to our
estimation results.
For the Z-score, the reported coefficients estimates are similar to the results issued from
GLS RE except for IND and BANKS. Contrary to our expectation, the coefficient on
IND is negative (-5.579) and not statistically significant. This result is similar to
findings of Pathan (2009) who found a negative and not statistically significant
coefficient between independent directors and insolvency risk. The coefficient of
BANKS is positive (0.216) and not statistically significant. This implies that small size
banks assume lower insolvency risk.
For credit risk, the reported coefficients estimates are similar to the results issued from
GLS RE except for CEOWN and for the global risk the reported coefficients estimates
are similar to the results issued from GLS RE except for CEOWN. Our findings about
the statistically non-significant negative coefficient on CEOWN across credit risk point
to a clear evidence, which indicates that as the percentage of CEOs shareholdings
decreases, credit risk preference increases.
4. Conclusion and Policy Implications
This paper tried to assess whether bank board structure (board size, composition, CEO
ownership and CEO duality) is associated with risks. Using a sample of 11 Tunisian
conventional banks over the 2001-2011 period, this paper finds evidence which
indicates that a small bank board and duality board are associated with more insolvency
risk but have no significant effect with credit and global risks. The presence of
independent directors within the board of directors generates an increase of global risk
but has no significant effect on insolvency and credit risks. A lower CEO ownership has
no significant effect in the three measures of risks. Bank capitalization is associated
with more insolvency risk and small size banks assume lower credit risk.
The results of this study imply that bank board characteristics are a crucial factor of
bank risk-taking. Those findings have potential policy implications for regulators of
Tunisian banks: to maintain a performing banking stream, Tunisia should strengthen
rules and practices of mechanisms of banking governance because poor governance in
financial institutions generates significant costs for all the economy, and good practices
are appropriate for promoting well-functioning banks. Since 2011, the Central Bank of
Tunisia has been working to enhance the role of the board of directors in banking
governance and to empower the monitoring of Tunisian banks.The board should
determine global risk tolerance level and translate it into different risk categories and
develop a strategy that respects the interests of all stakeholders. Also, Tunisia must
adopt the Financial Stability Board (FSB) recommendations and establish audit,
nominating, and compensation committees composed entirely of independent directors
to strength internal and external risks.
REVIEW OF ECONOMIC PERSPECTIVES
204
Acknowledgments
Authors acknowledge the editor and the reviewers of the Review of Economic Perspectives for
useful comments. Suggestions of reviewers may help in better perception of the paper by potential
readers.
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