We never cease to be amazed at the lapses in basic bank supervision that, despite all the costly lessons from the current crisis, are still uncorrected. Last week, we pointed to the 10,000 percent growth in assets at GE’s banks. Now, we’ll turn to the debacle at Bank of America. Succession planning is a basic board responsibility regulators have long said they enforce. But, here’s yet another case of a large, troubled bank with apparently no one to man the helm.
In every organization without a CEO, the first thing that always happens is that each senior officer looks to his or her own interests, trying desperately to scope out winners and losers to protect themselves as a new regime takes shape. The last thing anyone thinks about in a vacuum at the top is anyone else. This is a profound strategic risk, and one both boards and regulators should view with particular alarm at firms with the manifold challenges facing BofA.
Years ago, the then-head of examination at the OCC told of a huge Texas bank he closed. It had the most beautiful board room he’d ever seen – and he’d seen lots. As he described it, “It slept eight.” Regulators tried to introduce new corporate-governance standards after the S&L disaster, but much of this lapsed in recent years as regulators became enamored with what they hoped was the market’s ability to govern itself. With the rude awakening of a near-miss with systemic collapse and global depression regulators last year began to clean up their act. There’s been, for example, lots of talk about “enterprise risk management”, “corporate culture,” and so forth. But, the BofA case, like the Citigroup one before it, shows all too clearly how little has really changed at the largest firms that still pose the most severe systemic risk.
Succession planning is one of the hardest things to mandate. CEOs resist it with all the vigor of which most are fully capable because, like medieval kings, they always fear the dagger in the hand of the princelings. This, though, makes it all the more incumbent on boards to ensure there is a meaningful succession plan readily at hand and constantly updated. No matter how perfect the CEO, he or she is still mortal, sometimes unexpectedly so. Like any form of contingency planning, succession determinations are always important, but they take on still more urgency at troubled institutions. Banks like BofA don’t need any more trouble than they’ve already got.
If boards can’t bring themselves to challenge an entrenched CEO, then regulators must make sure critical corporate-governance protections are put in place one way or the other. To be fair, some of the agencies have begun to take a tougher tone with recalcitrant boards, forcing out some of the coziest comrades in a few of the most egregious cases of directorial acquiescence.
However, with even very basic prudential standards like succession still in such obvious disarray, a good deal more needs to be done a whole lot quicker. We understand the importance of phasing in costly rules like the new capital requirements, but the longer the regulators stay their hand on essential internal controls, the worse the crisis will prove and the longer the recovery will take.