Fed Raises Stakes for Directors with New Governance Rules

piles of poker chipsSurprising new proposals for corporate governance reforms are being issued by an agency not generally associated with investor protection—the Federal Reserve.  

On December 20, 2011, the Federal Reserve Board issued proposed rules to strengthen regulation and supervision of large bank holding companies and systemically important non-bank financial firms. The proposal, which applies to U.S. bank holding companies with consolidated assets of $50 billion or more, addresses issues such as capital, liquidity, credit exposure, stress testing, risk management and early remediation requirements.

However, the new rules also provide for a series of significant corporate governance reforms. The new rules would require better oversight of any covered company’s liquidity risk management by its board of directors, who, together with senior management, would be ultimately responsible for the liquidity risk assumed by the company. 

Under the proposed rules, senior management of a covered company would be required to establish and implement liquidity risk management strategies, policies and procedures, and the board of directors would be required to review and approve them. In addition, the company would be required to establish and maintain an independent review function to review and evaluate the adequacy and effectiveness of the company’s liquidity risk management processes.

Contributed by Yoko Goto

Stealth Attack on Volcker Rule

Investors hoping for strict enforcement of the new Volcker Rule guarding against risky proprietary investing by big banks shouldn't hold their breath.

The Volcker Rule, part of the Dodd Frank reforms inspired by the financial crisis, restricts U .S. banks from making certain kinds of speculative investments that do not benefit their customers. The rule's provisions are scheduled to be implemented on July 21, 2012.

However, Wall Street interests are fighting to weaken the proposed rule through intense lobbying efforts, vastly outgunning investors and their advocates.

A new Duke University study by Professor Kimberly D. Krawiec,based on agency records, determined that 94 percent of meetings between regulators and private interests regarding the Volcker Rule were arranged by financial institutions and their law firms -- while only six percent of such meetings involved public interest groups and unions. The intensity of industry lobbying should make investors everywhere feel nervous about the final product of the rulemaking process.

Contributed by Jodian Davis