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Contents
- Preliminary Material
- Main Text
- Part I General
- 1 Governing Financial Institutions: Law and Regulation, Conduct and Culture
- 2 Corporate Governance of Financial Institution: In Need of Cross-Sectoral Regulation
- Preliminary Material
- I Introduction
- II Taking Stock: Governance-Related Regulation in EU Legislation after the Global Financial Crisis
- III The Case for Cross-Sectoral Governance-Regulation Re-examined—A Functional Approach
- IV Conclusions
- 3 Comparative Regulation of Corporate Governance in the Insurance Sector
- Preliminary Material
- I Introduction
- II Governance-Related Regulation in EU Insurance Legislation
- III Risk Management
- IV The Actuarial Function
- V The ORSA Process
- VI Internal Control System
- VII Governance Regulation Supporting Quantitative Requirements
- VIII Conclusions
- 4 The Governance of Banks and the Requirement of Resolvability: Fundamental Change in Perspective?
- 5 Corporate Law Versus Financial Regulatory Rules: The Impact on Managing Directors and Shareholders of Banks
- Preliminary Material
- I Introduction
- II Taking Stock: The Potential Tension between Corporate Law and Financial Regulatory Rules
- III Impact on the Board
- IV Impact on Shareholders
- V Impact of the Single Rulebook on the Interpretation of Corporate Interest
- VI Conclusions
- Part II Governance Structures and Regulation
- 6 Non-Shareholder Voice in Bank Governance: Board Composition, Performance, and Liability
- Preliminary Material
- I Bank Governance and Corporate Governance
- II Supervisory Approval of Bank Directors and Senior Managers
- III Debt-Holders and Bank Governance
- IV Composition of the Boards of Banks
- V Liability of Bank Directors and Other Key Function Holders
- 7 Responsibility of Directors of Financial Institutions
- Preliminary Material
- I Introduction
- II Analysis
- A Duties generally applicable to directors of firms, including financial institutions
- B Duties specifically applicable to directors of financial institutions
- C Normative perspectives
- III Conclusion
- 8 Fit and Proper Requirements in EU Financial Regulation: Towards More Cross-Sectoral Harmonization
- Preliminary Material
- I Introduction
- II Scope and Definitions
- III The Impact of the Financial Crisis
- IV Credit Institutions and Investment Firms
- V Cross-Sectoral Analysis
- VI The Dutch Cross-Sectoral Approach
- VII Recommendations
- VIII Final Remark
- 9 Risk, Risk Management, and Internal Controls
- Preliminary Material
- I The Concept of ‘Risk’
- II Risk Management is an Intrinsic Component of the Governance Design of a Firm
- III Culture and Conduct Inform Risk Management
- IV Risk Management is Part of the Internal Controls of a Firm
- V The Risk Management and Internal Control Provisions of CRD IV
- VI The Risk Management and Internal Control Provisions of MiFID II
- VII Risk Management and Internal Controls in the UCITS Directive and AIFMD
- VIII Specific Risk-Management Controls: Remuneration Policies
- IX Concluding Remarks
- 10 Financial Market Infrastructures: The Essential Role of Risk Management
- Preliminary Material
- I Introduction
- II FMIs and the Business of Managing Risk
- III The Public Regulation of Risk Management: EMIR and CSDR and their Implementing Regulations
- A The international context
- B EMIR and the regulation of risk managements: CCPs and TRs
- C An overview of the regulation of risk management in CSDs
- IV The Challenges of Regulating Risk Management
- V Conclusion
- 11 Compensation in Financial Institutions: Systemic Risk, Regulation, and Proportionality
- 12 Corporate Governance, Financial Information, and Mar
- Preliminary Material
- I Inside Information and Listed Banks: An Introduction
- II A Snapshot of the MAR Regime for Inside Information
- III Is Inside Information Relevant to Bank Governance?
- IV Internal Information Flows
- V Listed Banks and Their Subsidiaries and Associates
- VI Listed Banks and Their Shareholders
- VII Financial Reporting
- VIII Conclusion
- 6 Non-Shareholder Voice in Bank Governance: Board Composition, Performance, and Liability
- Part III Ownership Structures
- 13 Engagement of Institutional Investors
- 14 State-Owned Financial Institutions
- Preliminary Material
- I Introduction
- II A Theoretical Case for State-Owned Institutions
- III State-Owned Institutions: The Practical Challenges
- IV Alternative Legal Paths to the Same Policy Goals?
- 15 Cooperative Banking—A Dutch Experience
- Preliminary Material
- I Introduction
- II A Short History of Cooperative Banking
- III A Short History of Cooperative Banking in the Netherlands: Rabobank
- IV Main Characteristics of Dutch Cooperative Law
- V Specific Features of Cooperatives: Assets or Risks?
- VI Rabobank Corporate Governance and Finance Structure—The Recent Past
- VII Rabobank Corporate Governance Structure—The Present
- VIII Regulatory Framework
- IX Summary
- Part IV Conduct and Culture
- 16 Corporate Culture in the Governance of Financial Institutions: An Interdisciplinary Approach
- 17 Public Supervision of Behaviour and Culture at Financial Institutions
- Preliminary Material
- I Introduction
- II Development of the Supervision of Behaviour and Culture
- III What is the Supervision of Behaviour and Culture?
- 18 The Dutch Banker’s Oath and the Dutch Banking Disciplinary Committee
- Preliminary Material
- I Introduction
- II The Dutch Banker’s Oath
- III The Dutch Banking Disciplinary Committee: Actors, Procedures, and Sanctions
- IV Right to a Fair Trial
- V Independence and Impartiality of the Tribunal
- VI Anonymizing Files by Notifying Banks
- VII Demarcation of the Bank’s Acts, Professional Acts, and Private Acts
- VIII Conflicting Interests of the Notifying Bank
- IX Deviation from Internal Policies
- X Transparency
- XI Evaluation
- 19 Managing Conduct Risk: From Rules to Culture
- Preliminary Material
- I Introduction
- II Examples of Misconduct and Analysis of the Related Costs
- III Definitional Issues Related to ‘Conduct Risk’
- IV Conduct Risk: Between the ‘Conduct Perspective’ and the ‘Prudential Perspective’
- V A New Approach: From Rules to Culture
- 20 Conflicts of Interest: Comparing Compliance and Culture in the United States and the United Kingdom
- Preliminary Material
- I Introduction
- II Protecting the Retail Investor: The Legal Framework
- III Navigating the Conflicts of Interest Ahead
- 20.32
- 20.33
- 20.34
- A Retail conflicts on the horizon
- B Bringing culture into compliance
- IV Building Cultural Infrastructure Around Legal Frameworks
- V Conclusion
- 21 The Venetian Banks’ Collapse
- Preliminary Material
- I Introduction
- II The Collapse of Banca Popolare di Vicenza
- A A short introduction on the legal framework
- B BPVI’s short history: from birth to Zonin
- C From apparent success to the crisis
- 1 BPVI is among the top 120 European banks
- 2 The capital increases of 2013 and 2014
- 3 The issue price and how it was assessed
- 4 The ECB spots some issues that deserve more investigation
- 5 The 2014 financial statements—an exercise in disguise
- 6 A bold board defends the bank’s honour
- 7 April 2015: the share price is lowered and BPVI starts sliding towards collapse
- 8 The mandatory transformation into a public company and the need to raise 1.4 billion euros
- 9 The IPO failure and the fall into insolvency
- D Veneto Banca (VB)
- III Public Enforcement
- IV Red Flags
- V Would MiFID II Have Prevented the Disaster?
- 22 The Spanish Banking Crisis as a Corporate Governance Problem
- 23 Banco Espírito Santo: Anatomy of a Banking Scandal in Portugal
- 24 Governance Problems in Dutch Financial Institutions from 2007 to 2017
- Part I General
- Further Material
