case study on corporate governance in banks

• Contributors

Corporate Governance of Banks and Financial Institutions: Economic Theory, Supervisory Practice, Evidence and Policy

Klaus J. Hopt is former director at the Max Planck Institute for Comparative and International Private Law, Hamburg, Germany. This post is based on his recent paper, forthcoming in the European Business Organization Law Review .

Corporate governance was first developed as a concept and field of research for private listed corporations. The idea of developing corporate governance standards spread quickly to other sectors, in particular to banks, insurance companies and other financial institutions. Yet after the financial crisis it turned out that not only banks are special, but so is the corporate governance of banks and other financial institutions as compared with the general corporate governance of non-banks. The corporate governance of banks and other financial institutions has gained much attention after the financial crisis. From 270 economic and legal submissions from 2012 to 2016 in the ECGI Working Paper Series of the European Corporate Governance Institute (ECGI), roughly half address corporate governance questions, and more than a quarter of these look at the regulation and corporate governance of banks (in the broad sense). Empirical evidence confirms this. Banks practicing good corporate governance in the traditional, shareholder-oriented style fared less well than banks having less shareholder-prone boards and less shareholder influence. Apparently bank boards charted a course more aligned with the preferences of shareholders, who—if sufficiently diversified in their holdings—embrace risk more readily than, for instance, a bank’s creditors. Banks that were controlled by shareholders saw higher profits before the crisis as compared to banks that were controlled by directors. Enterprises in which institutional investors held stocks correspondingly fared worse. Banks with independent boards were run more poorly. At least for banks, director independence can carry negative effects whereas expertise and experience are of much greater value, at least when obvious conflicts of interest are avoided.

The special governance of banks and other financial institutions is firmly embedded in bank supervisory law and regulation. Starting with the recommendations of the Basel Committee on Banking Supervision (revised version in July 2015), many other supervisory institutions have followed the lead with their own principles and guidelines for good governance of banks. In the European Union, this has led to legislation on bank governance under the so-called CRD IV (Capital Requirements Directive), which has been transformed into the law of the Member States. Yet the legal literature dealing with this transformation is mostly doctrinal and concerned with the national bank supervisory law. But there are also more functional legal as well as economic contributions, these addressing primarily, but not exclusively, systemically important financial institutions. The latter are under a special regime that needs separate treatment.

Most recently there has been intense discussion on the purpose of (non-bank) corporations. Shareholder governance and stakeholder governance have been and still are the two different prevailing regimes, the first in the United States (despite some critique most recently) and the second in Europe, particularly in Germany. Yet for banks this difference has given way to stakeholder and, more particularly, creditor or debtholder governance, certainly in bank supervision and regulation. Yet the implications of this for research and reform are still uncertain and controversial. For banks, self-regulation, if at all, must give way to co-regulation or cooperative regulation between the banks and the state. Mandatory transparency is indispensable. For banks this transparency has the additional function of informing the regulators and supervisors in order to facilitate their task of creditor and debtholder protection and more generally the protection of the economy. Particular qualification and independence problems arise for state-owned banks.

The regulatory core issues for the corporate governance of banks are manifold. A key problem is the composition and qualification of the (one tier or two tier) board. The legislative task is to enhance independent as well as qualified control. Yet the proposal of giving creditors a special seat in the board may be disruptive, and in Germany at least, it disregards the reality of labor codetermination at parity. Giving bank supervisors a permanent seat in the board would create serious conflicts of interest since they would have to supervise themselves. There are many other important special issues of bank governance, for example the duties and liabilities of bank directors in particular as far as risk and compliance are concerned, but also the remuneration paid to bank directors and senior managers or key function holders. Claw-back provisions, either imposed by law or introduced by banks themselves, exist already in certain countries and are beneficial, but here more could be done.

As always much depends on enforcement. This corresponds to an increased orientation in literature and research not merely on substantive company and banking law questions, but also on problems related to procedural law and insolvency law insofar as corporations are concerned. In the area of banking law, one even speaks of a shift from banking contract law to bank supervisory law and bank regulation. Yet based on the above-mentioned empirical findings, this simply does not correspond to more enforcement by shareholders (specifically by large shareholders, institutional investors and hedge funds all of which are currently at the center of the corporate governance discussion). But also a conclusion to impose legal obligations on the creditors—in the place of investors—would be inadequate since that would mean merely shifting the problem from one group of stakeholders onto another. Small creditors like small investors have a rational disinterest, particularly when they are protected by deposit guarantees. Bond creditors as well have only a limited potential and interest in influencing and monitoring the corporate governance of issuers. It follows that rather a mix of civil, penal and administrative sanctions, possibly coupled with private enforcement, may have advantages.

The corporate governance of banks is an ongoing task for supervisors, regulators and legislators, but also one for the banks themselves. In banking, ethics is indispensable, and the tone from the top matters. For all of these issues, more economic, legal and interdisciplinary research on corporate governance in banks and financial institutions is needed, and it could also help pave the way forward. In addition to this, there might also be a role for banks’ own codes of conduct—whether internal or applicable for the entire sector—as is shown, for instance, by the Dutch Banking Code and as is highly recommended by institutions such as the Basel Committee, the European Banking Authority, the European Central Bank and the Financial Stability Board. Internationally, there are successful experiences with the implementation of soft law by the National Contact Points (NCP) under the OECD proposals on corporate social responsibility that could offer orientation to the banking sector too. In the end, however, it inevitably boils down to the ethical standards prevailing among companies and business leaders, who must set the tone from the top. This applies generally to the corporate governance of companies, and it is especially true in respect of banks and financial institutions. Some have rightly observed that a European bank corporation law is gradually developing in its own right, and these authors ask what effect the European banking union will have on the governance of credit institutions. Corporate governance of banks may even pave the way to a self-contained law covering financial intermediaries and their corporate governance.

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Corporate governance in banks – A view through the LIBOR lens

• Original Article
• Published: 23 July 2014
• Volume 15 , pages 325–336, ( 2014 )

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• P M Vasudev 1 &
• Diriana Rodriguez Guerrero 1  

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Misreporting of borrowing rates by large banks and the resulting manipulation of London Interbank Offered Rate (LIBOR) has been the subject of headlines news recently. Confronted with charges from regulators, several banks, such as Barclays, UBS (originally Union Bank of Switzerland) and the Royal Bank of Scotland, have paid huge fines and settled the matter to avoid criminal prosecution. The scandal raises serious questions of corporate governance, and this article examines the issue from the governance perspective, using Barclays as a case study. Internal failures occurred at several levels in Barclays’ reporting of rates. Misreporting was mainly of two varieties – misreporting for personal gain and misreporting encouraged by senior managers, ostensibly in the corporate interests. The article argues that corporate governance systems and structures are powerless in dealing with such fraud or lack of judgment. Misreporting for personal benefit was clearly a breach of the fiduciary duty of loyalty of the managers involved. But misreporting, ostensibly to protect corporate interests, is more probably a breach of the emerging fiduciary duty of good faith. The article also points out that the misdeeds occurred in the banks during an era of financial liberalization and permissiveness. In particular, it highlights that the loose structure of interest derivatives and the potential they offered for speculation were important factors in the practices at the banks involved in the LIBOR episode. The article concludes with an analysis of the implications of the LIBOR episode and its consequences for corporate responsibility and accountability as well as public regulation and its efficacy.

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Getting bank governance right.

Did Dodd–Frank miss the mark? Financial experts’ and regulators’ perspectives on resolution plans

Cited in O’Toole, J. (2012) Explaining the LIBOR interest rate mess. CNNMoneyInvest, 10 July, http://money.cnn.com/2012/07/03/investing/libor-interest-rate-faq/index.htm , accessed 16 May 2013.

Henning, P. (2013) A how-to guide for banks facing LIBOR settlements. Deal book, The New York Times 6 February, http://dealbook.nytimes.com/2013/02/06/a-how-to-guide-for-banks-facing-libor-settlements/ , accessed 26 February 2013.

For charges made against Barclays Bank, see, Financial Services Authority (FS) (UK) (2012) Final Notice 27 June, Reference No. 122702, http://www.fsa.gov.uk/static/pubs/final/barclays-jun12.pdf , accessed 16 May 2013 (‘Barclays Notice’).

For the complete list of empanelled banks, see, Murphy, E.W. (2012) LIBOR: Frequently asked questions, Congressional Research Service, http://www.fas.org/sgp/crs/misc/R42608.pdf , accessed 16 May 2013.

The Wheatley Review of LIBOR: Final Report (2012) http://cdn.hm-treasury.gov.uk/wheatley_review_libor_finalreport_280912.pdf; for a summary of the regulatory measures proposed in the report see, Lee, P. and Ren, G. (2013) Recent developments on the regulation of LIBOR, 19 April, http://www.dlapiper.com/an-overview-of-regulation-of-libor-04-10-2013/ , accessed 16 May 2013.

Walker, D. (2009) A review of corporate governance in UK banks and other financial industry entities: Final recommendations. HM Treasury National Archives 26 November, http://webarchive.nationalarchives.gov.uk/+/http:/www.hm-treasury.gov.uk/d/walker_review_261109.pdf , accessed 26 February 2013.

Mehran, H., Morrison, A. and Shapiro, J. Corporate governance and banks: What have we learned from the financial crisis? (2011) Federal Reserve Bank of New York: Staff Reports, no. 502, June, http://www.newyorkfed.org/research/staff_reports/sr502.pdf , accessed 26 February 2013.

The Financial Services Authority has recently been split into two agencies – the Financial Conduct Authority and the Prudential Regulation Authority – under the Financial Services Act 2012 (c. 21), which came into effect on 1 April 2013.

Financial Services Authority (UK), Principles for Businesses, http://www.ecompli.co.uk/html/FSAPrinciplesofBusiness_407.html , accessed 21 May 2013.

OECD Guidelines on Corporate Governance of State-Owned Enterprises (2005) http://www.ecgi.org/codes/code.php?code_id=209 , accessed 27 February 2013.

Corporate Governance Code for Asset Management Companies , http://www.ecgi.org/codes/code.php?code_id=174 , accessed 27 February 2013.

See generally, Fay, S. (1997) The Collapse of Barings Bank. W. W. Norton: New York.

Google Scholar  

See, for example, Schwartz, N. (2008) A spiral of losses by a ‘plain vanilla’ trader. The New York Times 25 January, http://www.nytimes.com/2008/01/25/business/worldbusiness/25trader.html?_r=0 , accessed 26 February 2013.

Murphy 4 (2012), p. 1.

This is the brave new world of finance, a product of liberalization and innovation that can be traced to the float of exchange rates in 1971 when the United States closed the ‘gold window’ in the International Monetary Fund arrangement. From floating exchange rates that appeared in the 1970s, another step was taken in the 1980s towards floating interest rates. These have, in turn, spawned the controversial genre of derivatives that purport to offer protection against risks from fluctuations in exchange and interest rates – or alternatively, profit from the fluctuations. This is, however, a story for another day.

Kiff, J. (2012) Back to basics: What is LIBOR? Finance & Development Magazine , December, Vol. 49, No. 4, http://www.imf.org/external/pubs/ft/fandd/2012/12/basics.html , accessed 17 May 2013.

Wheatley Review 5 , p. 76.

Popper, N. (2012) Rate scandal stirs scramble for damages. Deal Book, The New York Times 10 July 2012, http://dealbook.nytimes.com/2012/07/10/libor-rate-rigging-scandal-sets-off-legal-fights-for-restitution/ , accessed 17 May 2013.

California Debt and Investment Advisory Commission (2007) Understanding interest rate swap math and pricing. Sacramento, CA, http://treasurer.ca.gov/CDIAC/publications/math.pdf , accessed 17 May 2013.

Financial Services Authority (UK) (2012) Final Notice to UBS AG. 19 December, Reference No. 186958, http://www.fsa.gov.uk/static/pubs/final/ubs.pdf , accessed 17 May 2013, (‘UBS Notice’).

Barclays Notice 3 (p. 10).

Barclays Notice 3 (pp. 11–18).

Barclays Notice 3 (p. 11, para. 58).

Barclays Notice 3 (p. 13).

Barclays Notice 3 (p. 12, para. 59).

Barclays Notice 3 (p. 13, para. 65).

UBS notice 20 (p. 12).

Barclays Notice 3 (pp. 18–19).

Barclays Notice 3 (pp. 19–22).

Barclays Notice 3 (p. 23).

Barclays Notice 3 (p. 25).

See, for example BBC News (2012) LIBOR scandal: Paul Tucker denies ‘leaning on’ Barclays, 9 July, http://www.bbc.co.uk/news/business-18773498 , accessed 21 May 2013.

Barclays Notice 3 (p. 36, para. 176).

This is not to justify or defend the other two categories of misreporting done ostensibly in corporate interests, or even larger public interests in the case of reported Bank of England intervention. Misreporting of rates, for reasons other than direct personal interest, would be equally in breach of the fiduciary duties of the managers, as we discuss in the Conclusion section.

For an account of CDS and their role in the Credit Crisis, see Vasudev, P.M. (2014) Credit derivatives and the Dodd Frank Act – Is the regulatory response appropriate? Journal of Banking Regulation 15: 56–74.

Article   Google Scholar  

Pub.L. No. 97-320,96 Stat. 1469 (1982).

For a useful overview of interest rate swaps and their varieties, see, BMO Capital Markets (2013) Interest rate swaps: Manage interest rate risk with a solution tailored to match a specific risk profile, http://www.bmocm.com/products/marketrisk/intrderiv/interestswaps/ , accessed 9 July 2013 (‘BMO Capital Markets’).

This development was similar to the pattern seen in Credit Default Swaps, which were sold for ‘synthetic’ or ‘reference’ portfolios of debt that did not actually exist. The existence of a large volume of CDS, in a multiple of the debt portfolio, contributed to systemic instability exemplified by the meltdown at American International Group (AIG), which had sold the swaps. See Vasudev 35 (forthcoming).

PIMCO, Investment Basics, ‘What Are Interest Rate Swaps and How Do They Work?’(January 2008), available at http://www.pimco.com/EN/Education/Pages/InterestRateswapsBasics1-08.aspx , accessed 9 July 2013.

(UK), 2000, c. 8, Section 138.

Barclays Notice 3 (p. 43).

See, for example MacAvoy, P. and Millstein, I. (2004) The Recurrent Crisis in Corporate Governance. Palo Alto, CA: Stanford University Press.

The Financial Reporting Council (UK) (2005) Internal control: Revised guidance for directors on the combined code. October, http://frc.org.uk/Our-Work/Publications/Corporate-Governance/Turnbull-guidance-October-2005.aspx; also known as, the Turnbull Review, accessed 23 May 2013 (‘Turnbull Review’).

Turnbull Review 43 (p. 7, para. 22).

Turnbull Review 43 (p. 8, para. 23).

The Wheatley Review 5 attempts to reduce fraudulent submissions by requiring banks to use data from actual transactions for determining rates. Banks can use ‘expert judgment’ only if no transaction data are available. In addition, the Wheatley Review has recommended external audits of contributing banks and a regulator to oversee the LIBOR setting process, in the place of the British Bankers’ Association.

Department of Justice (US) (2012) Press Release, 27 June, http://www.justice.gov/opa/pr/2012/June/12-crm-815.html , accessed 24 May 2013.

According to a recent report, Barclays is exploring the possibility of recouping the fines from employee bonuses. See, Thompson, J. and Jenkins, P. (2013) Barclays eyes bonus pool to pay Libor fine. Financial Times 17 January.

See generally Eisenberg, M. (2005) The duty of good faith in corporate law. The Delaware Journal of Corporate Law 31 (1): 5.

Model Bus.Corp. Act § 8.30(a) (2005).

N.Y. Bus. Corp. Law § 717(a) (McKinney 2003).

Canada Business Corporations Act, s. 122(1)(a).

Companies Act 2006 (UK), s. 171.

88 F.3d 87 (2d Cir. 1996). See also In re Landmark Land Co ., 76 F.3d 553 (4th Cir. 1996).

Barclays Notice 3 (p. 25, para. 112).

(7 & 8 Vict. c.110).

(Pub.L. 107–204, 116 Stat. 745).

See, for example Stout, LA. (2011) Derivatives and the legal origin of the 2008 credit crisis. Harvard Business Law Review 1 (1).

See, for example, New York Federal Reserve knew about Libor rate-fixing issues as far back as 2007 and proposed changes but were ignored, (2012) Mailonline , 10 June, http://www.dailymail.co.uk/news/article-2171646/Libor-scandal-New-York-Federal-Reserve-knew-rate-fixing-issues-far-2008.html , accessed 24 May 2013.

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Vasudev, P., Rodriguez Guerrero, D. Corporate governance in banks – A view through the LIBOR lens. J Bank Regul 15 , 325–336 (2014). https://doi.org/10.1057/jbr.2014.9

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Published : 23 July 2014

Issue Date : 01 September 2014

DOI : https://doi.org/10.1057/jbr.2014.9

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Does corporate governance affect bank risk management? Case study of Indonesian banks

International Trade, Politics and Development

ISSN : 2586-3932

Article publication date: 23 October 2020

Issue publication date: 14 December 2020

The purpose of this study is to examine the relationship between corporate governance and risk management of Indonesian banks.

Design/methodology/approach

Implementation of good corporate governance is measured by good corporate governance composite rating, which is the result of bank's self-assessment. Bank risk managements are measured by market risk, credit risk, liquidity risk and operational risk.

The study results showed that good corporate governance implementation in Indonesia was able to influence bank risk. There were differences in credit risk, liquidity risk and operational risk in banks with different governance ratings, but not at market risk.

Originality/value

The effectiveness of risk management and good corporate governance implementation is needed to enable banks to identify problems early, to follow up on rapid improvements and to be more resilient to crises. This study is an analysis of the relationship between corporate governance and banks' risk management in Indonesia. In particular, risk management is measured by four risks: market risk, credit risk, liquidity risk and operation risk.

• Corporate governance
• Risk management
• Market risk
• Credit risk
• Liquidity risk
• Operational risk

Permatasari, I. (2020), "Does corporate governance affect bank risk management? Case study of Indonesian banks", International Trade, Politics and Development , Vol. 4 No. 2, pp. 127-139. https://doi.org/10.1108/ITPD-05-2020-0063

Emerald Publishing Limited

Copyright © 2020, Ika Permatasari

Published in International Trade, Politics and Development . Published by Emerald Publishing Limited. This article is published under the Creative Commons Attribution (CC BY 4.0) license. Anyone may reproduce, distribute, translate and create derivative works of this article (for both commercial and non-commercial purposes), subject to full attribution to the original publication and authors. The full terms of this license may be seen at http://creativecommons.org/licences/by/4.0/legalcode

1. Introduction

Through the previous years, not a few researchers and practitioners are already loyal to good corporate governance (GCG) practices in the corporate, government or education sectors. Research on corporate governance practices has been widely practiced, but the results also vary. It must be admitted that the practice of corporate governance cannot be equated between countries, even between companies will certainly have its uniqueness. Some researchers have evolved measurements of corporate governance variables to get the best measurements that assess the effectiveness of their implementation. In many countries, it also gives special ratings or predicates that reward corporate governance best practices.

Measured by GIM, good governance according to Bhagat and Bolton (2008) has a positive effect on companies’ performance. The GIM index constructed by Gompers et al. (2003) . La Porta et al (2000) states that corporate governance is to a huge degree a set of instruments through which exterior financial specialists secure themselves against confiscation by the insiders. In general, corporate governance deals with ownership and control. The agency problem to be solved by corporate governance mechanisms between shareholders and managers, between majority and minority shareholders and between shareholders and other stakeholders encourages the need for an effective and reliable corporate governance control mechanism. Corporate governance in one form has mechanisms to protect investors. In many countries, investor protection is very important because of the overt acquisition creditors and minority shareholders by the controlling shareholder ( La Porta et al. , 2000 ).

Since the 1980s, financial markets have experienced rapid innovation and internationalization of financial flows. In this case, banks as financial intermediation institutions are more exposed to financial, operational and environmental risks. In the late 1980s, margins obtained by traditional banking businesses began to wane and capital adequacy requirements increased. Within the face of strong competition within the keeping money industry, banks are increasingly innovating and incorporating new business areas that focus on superior information and knowledge management capabilities.

The rapidly expanding internal and external environment of the banking system and the increasingly complex risk of banking business activities require GCG practice and risk management, thus mitigating risk from an early basis. GCG practices and risk management for banks can increase shareholder value and for regulatory authorities will facilitate an assessment of possible losses faced by banks that may affect bank capital and as a basis for valuation in setting strategy and focus of bank supervision.

Bank failures can stem from manager behavior or compensation contracts. Manager incentives may conflict with shareholders and creditors. Agency problems may arise from excessive salaries, inadequate risk management efforts or risk shifts from creditors to shareholders ( Calomiris and Carlson, 2016 ). Their study used a proprietary structure, a corporate governance structure, equipment for managing risk, the level of risk in national banks. They linked different ownership structures (specifically the level of managerial ownership), a comparison in industrial governance policies, risk outcomes and banks' approaches to risk management, listed their portfolio structure options. The results showed that different bank conditions could result in the determination of managerial compensation as well as inheritance structure and bank obligations. Banks that support concentrated administrative proprietorship tend to have greater managerial compensation, the risk of debt default paying off, greater cash holdings and lower proportion of debt in capital. About risk management, Chen and Ling (2016) found that various risks faced by banks, such as interest liquidity risk, rate risk and credit risk, are related to each other, but these interactions can be moderated through corporate administration and administrative instruments.

Our study attempts to look at the relationship between corporate governance and risk management of Indonesian banks. This study is contributing to the existing little literature. Implementation of corporate governance was measured by governance composite rating, which is the result for self-assessment by the bank. While bank risk management was measured by four risks that can be measured quantitatively: operational risk, market risk, liquidity risk and credit risk.

2. Literature review

2.1 agency theory.

Office hypothesis considers that corporate administration as an “operator” for shareholders will act with full mindfulness for its interface, not as an astute and reasonable shareholder as expected within the stewardship demonstrate. Office hypothesis considers that administration cannot be trusted to act as well as conceivable for the open intrigued in common or shareholders in specific.

In subsequent developments, agency theory received a broader response because it was seen as more reflective of the reality. Various thoughts on corporate governance evolve with agency theory where the administrations of a company must be administered and controlled to guarantee that administration is carried out in full compliance with pertinent rules and directions. This effort generates agency costs, which according to this theory should be issued in such a way that the cost of reducing losses incurred by noncompliance rises to the increment in authorization costs.

Agency cost includes the costs of supervision by shareholders, costs incurred by management to produce transparent reports, including independent audit fees and internal controls and the costs incurred by the decline in shareholder value as a form of “bonding expenditures” granted to management in the form of options and benefits to align management interests with shareholders. Nevertheless, the potential for the emergence of agency problems persists because of the separation between management and company ownership, especially in public companies.

2.2 Corporate governance and risk management for commercial banks

The increasing complexity of risks faced by banks will create an increasing need for corporate governance practices by banks. To enhance the efficiency of the bank, strengthening the compliance and protecting stakeholders' interest with regulations and ethical standards relevant to the banking industry, good corporate governance is required. Within the hypothesis of GCG, performing artists in government include the state government, open division and private division ( Fernandes and Fresly, 2017 ). Improving the standard of execution of corporate governance is one of the initiatives pointed at moving forward the inside state of the keeping money framework.

Execution of corporate administration standards is at the slightest realized in (1) execution of obligations and duties of executives and board of commissioners; (2) completeness and execution of obligations of committees and working units that perform internal control functions; (3) implementation of compliance function, internal audit and external audit; (4) implementation of risk management; (5) arrangement of stores to related parties and arrangement of significant reserves; (6) a vital arrange; and (7) straightforwardness of money-related and nonfinancial conditions. Therefore, in a situation of a planned top-down strategic change in government, what is needed is learning flow from the organization to the individuals ( Limba et al. , 2019 ).

Bank is required to conduct its own assessment of its soundness using a risk-based bank rating (RBBR), both individually and in consolidation, which includes, among others, the assessment of corporate governance factors. GCG is one instrument to strengthen internal conditions of national banking. Therefore GCG is a prerequisite for sustainability bank ( Binhadi, 2007 ). With endeavors to move forward the quality of administration and operations of the bank by reinforcing GCG from 2004 to 2006, BI developed a Bank Regulation Indonesia (PBI) concerning GCG as one standard for minimum GCG implementation for commercial banks. On the January 30, 2006, Governor of BI signed the PBI Number 8/4 / PBI / 2006 concerning implementation of GCG for commercials bank. Implementation of corporate governance in banking industry should always be based on five basic principles of transparency, accountability, responsibility, independence and fairness. To guarantee the operation of the fundamental standards of corporate administration, banks should conduct periodic self-assessment that at least includes 11 factors for the assessment of governance implementation: (1) execution of the obligations and duties of the board of chiefs; (2) execution of the obligations and duties of the executives; (3) execution and completion of the obligations of the board; (4) dealing with clashes of intrigued work; (5) execution of the compliance work; (6) execution of the inner review work; (7) execution of the outside review work; (8) execution of chance administration counting inside control framework; (9) conveyance of reserves to relates parties and nitty gritty exposures; (10) divulgence of banks' budgetary and nonfinancial conditions, GCG execution reports and inner announcing; and (11) strategic plan. In addition, other information related to governance implementation beyond the 11 assessment factors of governance implementation should be considered, such as problems arising from the impact of remuneration policy on a bank or internal bank disputes that disrupt the operational and/or business continuity of the bank. For example, the determination of bonuses based on the achievement of targets at the end of the year, where targeting is very high (ambitious), resulting in unhealthy practices by management or bank employees in achievement.

Global financial crisis has prompted the need to improve the effectiveness of risk management and governance implementation so that banks are capable of finding issues early, following up on timely and swift progress and becoming more resilient to crisis situations. Based on Bank Indonesia direction concerning the rating of well-being of commercial banks utilizing hazard approach, the appraisal of administration execution is assembled into an administration framework comprising of three perspectives of administration, to be specific administration structure, administration handle and administration result.

In an effort to improve the quality of governance implementation, banks are required to periodically conduct their own comprehensive assessment of the adequacy of governance implementation, so that banks can immediately establish action plan, which includes corrective action needed if there is still deficiency in the implementation of governance. The use of digital technologies should be guided by an overarching policy to help ensure strategic coherence across the administration. In order to apply the principle of transparency, banks are required to yield reports on the usage of governance and for banks that already have a homepage must also inform the bank's homepage.

According to Tunggal (2013) , GCG may be a framework that regulates, manages and supervises commerce control forms to extend share esteem, as well as a form of attention to stakeholders, employees and surrounding communities. Self-assessment of governance factors is an appraisal of bank administration on the execution of administration standards. Each rating factor is ranked according to a comprehensive and structured analysis framework. The determination of governance ranking is undertaken based on a comprehensive and structured analysis of the results of the assessment of the implementation of governance principles and other information related to bank governance. Governance rankings are categorized into five ratings, Ranks 1–5. The smaller GCG ranking rank order reflects better governance implementation.

Risk is a possible failure as a result of a specific event. Risk management is a collection of methodologies and procedures used to define, calculate, track and regulate risks that occur from all of a bank's business activities. Risks that can expose banks include market risk, credit risk, liquidity risk, compliance risk, operational risk, reputation risk, strategic risk and legal risk. Banks are required to apply chance administration viably. Implementation of risk management includes at least: (1) active supervision of the board of directors and board of commissioners; (2) the adequacy of risk management policies and procedures and the determination of risk limits; (3) adequacy of risk identification, measurement, monitoring and control processes and risk management information systems; and (4) a comprehensive internal control system. In order to implement effective risk management processes and systems, banks are required to help chance administration committees and hazard administration units. Banks are moreover required to yield a chance profile to FSA (Financial Services Authority). It may assess the application of risk management to banks and banks shall provide information and data relating to implementation of risk management to FSA.

Chen and Ling (2016) analyzed the part of corporate governance relation to credit risk, interest rate risk and liquidity risk faced by banks. The results indicated that interest rate risk, liquidity risk and credit risk are interrelated and that these interactions can be mitigated through corporate governance and regulation. Meanwhile, De Andres and Vallelado (2008) measured corporate governance mechanisms through the composition and size of the board of commissioners. The part of the boards of commissioner relates to the ability of the boards of commissioner to oversee and provide management advice, and the larger portion of independent commissioners proves to be more efficient in monitoring and advising functions and creating more corporate value. Our study attempts to examine the relationship between corporate governance and risk management of Indonesian banks. Implementation of corporate governance was measured by governance composite rating, which is the result for self-assessment by the bank. While bank risk management was measured by four risks that can be measured quantitatively, that is, credit risk, market risk, operational risk and liquidity risk.

Corporate governance affects market risk.

Corporate governance affects credit risk.

Corporate governance affects liquidity risk.

Corporate governance affects operational risk.

3. Methodology

3.1 research method.

We used corporate governance as independent variable and bank risk management as dependent variable. Risk management was measured by four risks, that is, credit risk, market risk, operational risk and liquidity risk.

Market risk is the risk on administrative accounts and balance sheet positions including derivative transactions, due to changes in market conditions, including the risk of changes in option prices. Market risks include, among others, exchange rate risk, interest rate risk, commodity risk and equity risks. Market risks was measured by: Market Risk = Total Derivatives Total Assets

Credit risk is the risk due to the failure of the debtor and/or other party in fulfilling the obligation to the bank. Credit risk is generally found in all bank activities whose performance depends on the performance of counterparty, the issuer or the borrower's performance. Credit risk was measured by: Credit Risk = Non Performing Loan Total Loans

Liquidity risk is a risk due to inability of bank to meet the obligations due from sources of cash flow financing and/or of high-quality liquid assets that can be mortgaged, without disrupting the activity and financial condition of the bank. Liquidity risk was measured by: Liquidity Risk = Total Liquid Assets Total Deposits

Operational risk is the chance due to insufficiency and/or nonfunctioning of inner forms, human mistake, framework disappointment and/or the presence of outside occasions influencing the bank operations. Operational risk was measured by: Operational Risk = Risk Weighted Assets for Operational Risk Total Assets

Corporate governance was measured by governance composite rating. The determination of the GCG factor ranking was based on a comprehensive and structured analysis of the results of implementation of governance principles of commercial banks and other information related to GCG.

3.2 Research model

We used MANOVA (Multivariate Analysis Of Variance) to test hypothesis. MANOVA is a statistical test to measure the influences of categorical independent variables on multiple dependent variables at the same time on quantitative data scale ( Fernandes and Fresly, 2017 ). We propose our model as follows: Market  Risk i t = a 1 + b 1  Corporate  Governance i t + e 1 i t Credit  Risk i t = a 2 + b 2  Corporate  Governance i t + e 2 i t Liquidity  Risk i t = a 3 + b 3  Corporate  Governance i t + e 3 i t Operational  Risk i t = a 4 + b 4  Corporate  Governance i t + e 4 i t

3.3 Data sources and sample

The sample utilized in this study is all of Indonesian banks during the period of 2010–2016, which has derivative transactions. Data sources were obtained from annual report and bank financial statements. From the determination of samples, then we obtained a sample of 106.

4. Results and discussions

We obtained the distribution of the number of banks with GCG composite ratings of 1–3 ( Table 1 ) because the smaller GCG ranking order reflects better governance implementation. For number of banks with GCG rank 1, there are 32 firm-years; rank 2 there are 68 firm-years; and rank 3 there are 6 firm-years.

Box's test is used to test MANOVA assumptions that require that the covariance/variance framework of the subordinate variable is the same ( Fernandes and Panjaitan, 2019 ). It can be seen in Table 2 that Box's M test esteem is 206,674 and F -test esteem is 8,267 with 0.000 centrality level distant underneath 0.05 so the invalid theory that covariance/variance network is the same is rejected. This implies that the covariance/variance lattice of the subordinate variable is diverse. The results of this test contradict MANOVA assumption; however, although the F -test yields robust value despite violating MANOVA assumption, analysis can still be continued.

The multivariate test in Table 3 is used to test whether corporate governance factors influence a group of dependent variables (credit risk, market risk, operational risk, liquidity risk). This study uses four groups of dependent variables, then we use Wilks' lambda test. Wilks' lambda is a probability distribution used in multivariate hypothesis testing, especially with regard to the likelihood-ratio test and MANOVA. Wilks' lambda distribution is defined from two independent Wishart distributed variables as the ratio distribution of their determinants ( Kanti et al. , 1979 ). Wilks' lambda multivariate test results showed F -test value of 3.596 and significance at 0.001. This means that there is a relationship between corporate governance with the four dependent variables (credit risk, market risk, operational risk, liquidity risk).

Table 4 shows the results of the variance test of each dependent variable. MANOVA expects that each subordinate variable has the same fluctuation through Levene's test. Levene's test is an inferential statistic used to assess the equality of variances for a variable calculated for two or more groups ( Levene, 1960 ). If the value of significance is above 0.05, then the subordinate variable has the same change. Levene’s test showed that only credit risk variables have the same variance because of the value of significance above 0.05, while the market risk, liquidity risk and operational risk variables have significance below 0.05 (different variance). This violates MANOVA's assumptions. Although the assumption of the same variance is violated, MANOVA is still robust so the analysis can continue.

Analysis of variance (ANOVA) is a collection of statistical models and their associated estimation procedures (such as the “variation” among and between groups) used to analyze the differences among group means in a sample ( Hutahayan et al. , 2019 ). Table 5 shows the test results on ANOVA univariate effect for corporate governance factor on operational risk, credit risk, liquidity risk and market risk variables. The importance of F -test values is utilized to test this. F -test values for the relationship between market risk and corporate governance is 1,390 and a substantial value above 0.05, indicating that there is no distinction in market risk between corporate governance groups. The F -test value for the corporate governance/credit risk relationship is 2,650 and the significance value is below 0.10 (statistically significant at 10%). This means that there is a difference of credit risk among the categories of corporate governance.

F -test values for the relationships between corporate governance and liquidity risk is 2,418 and the significance value is below 0.10 (statistically significant at 10%), which means that there is a difference of liquidity risk among the categories of corporate governance. F -test for the relationships between corporate governance and operational risk is 9,019 and the significance value is below 0.01 (statistically significant at 1%). This means that there is a difference in operational risk among different categories of corporate governance.

Table 6 shows the comparison between the categories of governance ratings of banks with exposure risks. The results showed that there was no difference in market risk management among governance rank categories. While in credit risk management, a bank with first rating governance is different from a bank with third rating governance, but a bank with first governance rating does not differ from a bank with second rating governance and a bank with second rating governance does not differ from banks that have third rating governance.

The multivariate test results showed that there is a relationship between corporate governance and the four dependent variables (credit risk, market risk, operational risk, liquidity risk). While the ANOVA univariate test results shows that there is a difference in operational risk, liquidity risk, and credit risk among different categories of corporate governance.

Meanwhile, in liquidity risk management, there is a difference between banks with first rating governance and third rating governance. However, there is no difference between a bank with first rating governance and a bank with second rating governance, and a bank with second rating governance is not different from a bank with third rating governance. In operational risk management, a bank with first rating governance is different from a bank with third rating governance, while a bank with second rating governance is different from a bank with third rating governance, but a bank with first rating governance does not differ from a banks with second rating governance.

Bank is an intermediary institution, which in conducting its business activities is dependent on public funds and trust both from within and outside the country. Banks face different dangers in conducting trading exercises, whether credit risk, operational risk, market risk or liquidity risk. The managing an account division can be overseeing in many directions to ensure the interface of the community, counting the arrangements administering the commitment to meet least capital in understanding with the conditions of each bank, making a managing an account division as a profoundly directed division.

The banking crisis in Indonesia that began in the late 1997 was not solely due to the economic crisis, but also caused by the absence of GCG and ethics. Therefore, efforts to restore confidence to the Indonesian banking sector through restructuring and recapitalization can only have long-term and fundamental impacts if accompanied by three other important actions: (1) adherence to prudential principles; (2) application of GCG; and (3) efficient supervision by the Banking Supervisory Authority.

Implementation of corporate governance is indispensable to build public trust and the international world as a necessary condition for the banking world to grow well and healthy. Therefore, Bank for International Settlement (BIS) as an institution that examines the continuous prudential principles that must be embraced by banks has also issued guidelines for the implementation of GCG for banking. Similar guidelines are issued by other international institutions.

Banks as financial institutions with an increasingly complex business environment make them increasingly exposed to risk. Risks can be defined as adverse events and are closely related to conditions of uncertainty. Risk cannot be avoided, but an organization can manage these risks so that organizational goals can still be achieved. Basically, risk management is conducted through risk identification, risk evaluation and measurement processes and risk management.

This study has proved that effective corporate governance implementation is able to mitigate risks that expose commercial banks, whether credit risk, market risk, operational risk and liquidity risk. The keeping money industry incorporates a exceptionally vital part within the economy of a nation. Destitute administration on the national economy quality will have a negative impact. The execution of great keeping money exercises alongside solid GCG usage standards can have a positive affect on budgetary execution and hazard relief of banks.

Bank maintains a division of risk management that assists board of directors in applying governance principles, particularly those related to risk managements. This division is mindful for observing the position of risk as a whole (composite), each risk, each functional activity, as well as doing stress testing. In addition, the division also develops and evaluates the exactness of models utilized to degree risks, analyzes proposed modern items and exercises from the hazard perspective, monitors the application of risk managements by introducing an integrated risk control program and setting the exposure limits. The main responsibility lies in the management of four key risks, namely market risk, credit risk, liquidity risk and operational risk.

Market risk represents risk on the balance sheet position and administrative account, including derivative transactions, due to overall changes in market conditions, including the risk of changes in option prices. Those risks should be defined, assessed, tracked and managed by the business unit's autonomous units. Market risk recognition aims at identifying transactions/products that are exposed to market risk, classifying market risk based on defined parameters and promoting market risk and control assessment.

Our results indicate that there are no significant differences in market risk for each category of corporate governance ranking. The main components of market risk are interest rate risk, stock risk, commodity risk and foreign exchange risk. Exposures to market risk arise from banks that take deliberate or possibly speculative positions from the bank's (dealer) market activities. Most of the book risk in trading books originates from the treasury business activities, both domestic and overseas branches, while the banking book market risk comes from all bank activities.

The application of corporate governances in banks with ratings of 1, 2 and 3 shows no different results in terms of market risk management. This means that regardless of corporate governance ranking, trading book and banking book activities have a great exposure to the bank. Therefore, the bank is obliged to always monitor and manage market risk continuously and strictly. Some banks included in the sample even have special governance and organization where business risk management is efficient and autonomous. Also its treasury operations are separated into three parts: back office, front office and middle office. Market risk management is carried out by tracking closely the movement of market indicators that may influence banks, such as trade rates, intrigued rates, stock costs and product costs.

The second risk of our concern is credit risk. The results show that there are differences in credit risk management at banks with corporate governance ratings of 1, 2 and 3. In terms of credit risk management, a bank with first governance rating is different from a bank with third rating. However, there is no difference between banks with second governance rating and third rating.

Credit risk is a risk arising from the failure of the borrower and/or other party to fulfill its obligations. The application of credit risk management to banks with first governance ratings is made through the design of organizational structures that describe the involvement of all parties related to credit risk management (directors, committees, internal audit units, board of directors, operating units and risk management divisions). While in a bank with third governance rating, although it also has the same organizational structure, it has a credit risk profile also with a rating of 3 (high risk category). Furthermore, banks with third governance ratings have higher NPL ratio compared to first governance rating. This indicates that in the case of credit provision to debtor customers, banks with third governance ratings are more aggressive than those with first governance rating.

The reason for lending to banks with third governance ratings seems justifiable. ( Diamond and Dybvig, 1983 ) state that bank is more concerned with the Diamond–Dybvig framework, which implies that theoretically, credit risk is associated with liquidity risk through borrower default and withdrawal of funds by depositors' customers. They point out that business investment often requires spending in the present to earn future returns. Therefore, entrepreneurs prefer long-term loans (in this case low liquidity). The same principle applies to individuals seeking financing like housing or vehicles. On the other hand, individual savers (households and companies) may have sudden and unpredictable cash needs, due to unexpected expenses. Thus, these savers ask for a liquid account that allows them to immediately access their savings (in this case, savers prefer short-term deposits).

The third risk that is the focus of this research is liquidity risk. The results show that banks with first governance rating differ from those with third governance rating. Liquidity risk, as mentioned in the preceding paragraph, is strongly related to credits risk, and the result of this research is also consistent with different tests on credit risk. Liquidity risk is related to the likelihood that banks will not be able to meet short-term commitments to investors, financial specialists and leasers, and the fulfillment of the least statutory; because lacked of funds or failed to sell the resources at a reasonable cost. Liquidity chance administration is pointed at moderating the likelihood of the bank not being able to get financing sources for money stream.

Banks with first governance ratings have been able to manage liquidity risk to meet any financial obligations at the right time and to maintain optimum and adequate liquidity levels. To bolster liquidity administration, banks have set up liquidity hazard administration approaches that incorporate liquidity administration, ideal support of liquidity saves, foundation of financing methodologies, early caution frameworks, cash stream projections, development profiles, liquidity limit determination and contingent financing plans. Banks with third governance ratings also have some liquidity risk management tools, but a more aggressive crediting strategy has allowed banks to stipulate impairment losses on loans.

Finally, at operational risk, a bank with first governance rating is different from a third governance rating, while a bank with a second governance rating is different from a bank with a third governance rating. In all cases, a third governance rating bank has risk management different from banks with first and second ratings. Operational risk is the hazard due to insufficiency and/or glitch of inner forms, human mistake, framework disappointment and/or the nearness of outside occasions influencing bank operations. Operational dangers are sourced from inside forms, human resources (HR), data innovation frameworks and foundation and outside occasions. Corporate governance in banks with first governance rankings broadly alludes to the components utilized to address organization issues and control hazard inside the company.

5. Conclusions and recommendations

Our results showed that corporate governance implemented in banks is able to influence bank operational risk managements, liquidity risk managements, especially in market risk managements and credit risk managements. Furthermore, credit risk management at a bank with first governance rating is different from a bank with third governance rating. Liquidity risk management at a bank with first governance rating is different from that of third governance rating. The latter, operational risk management at the bank with first governance ranking is different from banks that have third governance rating, and banks that have second governance rating are also different from the bank with third governance. In general, the bank with first governance raking has the distinction of managing credit risk, operational risk and liquidity risk, with a bank with third governance rating. However, it is not at market risk that any governance-rated bank has no difference in terms of risk management.

Our study only looks at corporate governance based on governance ratings of self-assessment results expressed by banks in annual reports. Many banks do not disclose their composite value in annual reports. The value of governance composites is very useful for researchers to examine the influence of governance in more depth for the conducting bank risk management. In terms of market risk management, this study found no difference between the categories of governance ratings of banks. To improve market risk measurement, the next research should use value at risk of market risk, but disclosure of value at risk of market risk in the bank's annual report is still limited to large banks only. For banking regulators, banks should be encouraged to fully disclose governance implementation and risk management, including in terms of measurement used. For further research it might use more advanced analysis method and there is a supplement to the related data.

Between-subjects factors

Box's test of equality of covariance matrices a