RBI and Gatekeepers of Corporate Governance

Study
on the State of
Corporate Governance
in India
Gatekeepers of Corporate Governance Reserve
Bank of India
Authors: Kshama V Kaushik
Rewa P Kamboj
Indian Institute of Corporate Affairs

Thought Arbitrage Research Institute
Indian Institute of Management Calcutta
E-mail: contactus@tari.co.in; Phone: +91 11 41022447; +91 11 41022448;

Address: Thought Arbitrage Research Institute; C-25, Qutab Institutional Area, New Delhi 110016
Study on the State of Corporate Governance in India

Gatekeepers of Corporate Governance Reserve Bank of India
Table of Contents
Executive Summary .............................................................................................................................. 1
Literature Review .................................................................................................................................. 2
Reserve Bank of India........................................................................................................................... 5
1.
The Main Functions of RBI ...................................................................................................... 7
2.
RBI & Corporate Governance ................................................................................................. 8
2.1 Corporate Governance mechanism followed by RBI ......................................................... 10

2.2 Other Corporate Governance Mechanisms ....................................................................... 11
3.
Effectiveness of Reserve Bank of India as a Regulator of the Banking Sector .............. 14
Annexure I RBI ................................................................................................................................. 26

Executive Summary
This section examines the role of a major regulator, the Reserve Bank of India, which is the
banking regulator in India.
Globally central banks have performed roles of currency authority, banker to the
Government and banks, lender of last resort, supervisor of banks and exchange control (now
it would be more appropriate to call it exchange management) authority. Generally, central
banks in developed economies have price or financial stability as their prime objective and
are often characterised by nearly complete autonomy.
However, in developing countries the central bank plays a bigger role in the economy and
cannot reasonably be expected to have a total hands-off approach or be totally independent
of government.
Central banking functions in India are carried out by the Reserve Bank of India since
independence by taking over the erstwhile Imperial Bank of India formed in 1935.
RBI plays a leading role in formulating and implementing corporate governance norms for
Indias banking sector. The ambit encompasses safeguarding and maximizing the
shareholders value, upholding retail depositors risk and stabilizing the financial system so
as to conserve the larger interests of the public.
RBI performs corporate governance functions under the guidance of Board for Financial
Supervision (BFS). BFS inspects and monitors banks using the CAMELS approach (Capital
adequacy, Asset Quality, Management, Earnings, Liquidity and Systems & Controls). These
corporate governance norms follow a three-pronged approach of a) Disclosure and
Transparency, b) Off-site surveillance, c) Prompt corrective action.
We have analysed financial information of banks which constitute 70% of total capital and
reserves of the banking sector for a period of 5 years to examine whether RBI-prescribed
corporate governance norms are effective.
We conclude that RBI is an effective and efficient regulator of the banking sector and a
good gatekeeper of corporate governance in the sector. However, our study was restricted
to the study of RBIs effectiveness in regulating only the banking sector. There are several
instances where RBI seeks information directly from the commercial sector and can
therefore enforce checks and balances to instill good corporate governance. RBIs
effectiveness as a gatekeeper of the corporate world directly is not covered here and is the
subject of further research.

Literature Review
Gatekeepers are individuals, institutions or agencies that are interposed between investors
and managers/owners in order to play a watchdog role to reduce agency costs. If
gatekeepers are absent or do their job inefficiently then, it is reasonable to believe, there will
be fewer checks on managers/owners to behave in a manner consistent with placing
investors interests above self-interest. In other words, market efficiency will be lower which,
in turn, would raise the cost of capital.
Kraakman (1986) defines gatekeepers as parties who are in a position to prevent
misconduct by others by withholding their co-operation1.
Scholars like Kraakman and Coffee further define gatekeepers as reputational intermediaries
who provide verification and certification services to investors. But they also acknowledge
that the role of gatekeepers as reputational intermediaries who can more easily be deterred
than the principals they serve has been developed in theory but less often examined in
practice.2
Gatekeepers essentially assess or vouch for corporate clients own statements or a specific
transactionif this sounds like duplication, it is; however, this duplication is necessary
because it is generally accepted that a gatekeeper has a lesser incentive to lie than the
client andregards the gatekeepers word as being more credible3.
Hamdani defines gatekeepers as parties who sell a product or provide a service that is
necessary for clients wishing to enter a particular market or engage in certain activities4.
Therefore, bankers, auditors and analysts are gatekeepers for clients wishing to enter the
capital market. Extending the argument, for clients who wish to raise money through shares,
the capital market regulator (Securities Exchange Board of India) is a major gatekeeper.
Lending to the corporate sector is one of the main planks of a commercial bank; therefore,
the banking sector regulator (Reserve Bank of India) is another gatekeeper to ensure
corporate governance through the regulatory mechanism of prudential lending norms and
monitoring use of money, among other things.
Having a network or series of gatekeepers is, however, no guarantee that corporate
wrongdoing will be detected or avoided. In a wave of corporate scandals starting from Enron,
we have seen instances of multiple gatekeeping failure in which wrongdoing went
undetected through several layers. The failure of this network of gatekeepers was a
recurring theme in business scandals. In too many instances, the gatekeepers in pursuit of
1
Gatekeepers: Anatomy of a Third-party Enforcement Strategy, Kraakman, R.H., Journal of

Law, Economics and Organisation 2, 53-104
2
The Acquiescent Gatekeeper: Reputational Intermediaries, Auditor Independence and the
Governance of Accounting, John C.Coffee, Jr., May 2001, Columbia Law and Economics
Working Paper No.191. available at SSRN:http://ssrn.com/abstract=270944
3
Understanding Enron: Its About the Gatekeepers, Stupid, John C.Coffee, Jr., Columbia
Law School, page 5
4
Gatekeeper Liability, Hamdani, Assaf, Southern California Law Review, volume 77, page 7,
available at SSRN:http://ssrn.com/abstract=466040.
2

their own financial self-interest compromised the values and standards of their profession in
the recent round of corporate scandals, the first tierthe managersfailed and then the
gatekeepers failed as well5
In fact, some scholars believe that, theoretically at least, the services of gatekeepers can be
performed either from within or outside the corporation6. Of course the law mandates that
certain gatekeepers must be external to the organization such as auditors but there are other
gatekeepers like lawyers or internal auditors who may serve their function just as effectively
if they worked from within the corporation.
Accountability of a gatekeeper requires a certain quantum of liability s/he must bear. As far
as individual gatekeepers are concerned (such as auditors, lawyers, etc.), every country has
some rules to punish errant behaviour. However, there are few (if any) instances of
accountability of gatekeepers who are institutions; for instances, if SEBI or RBI fails to detect
or deter abuse of governance norms by companies or banks, the investor has little recourse
to hold them accountable. Gatekeepers liability may not always be created for the
gatekeepers own waysalthough this is also a possibilitybut for the wrongs attributed to
the corporation that could have been deterred or at least minimised by precautions taken by
gatekeepers.
Andrew Tuchs study shows that incentive problems will arise if gatekeepers are not capable
of bearing the full liability imposed on them. In other words, gatekeepers incentives to take
precautions are diluted where they are protected from full liability arising from their
activities7.
A similar assertion is made by Steven Shavell in an optimal deterrence theory which
prescribes the legal rules that optimally deter socially harmful conduct and discusses the
dilution of incentives arising from a wrongdoers inability to pay for the losses it causes8.
A gatekeeper may even be shielded from the full effects of a liability regime by insolvency,
although it rarely occurs in practice (Arthur Anderson being a notable example). Some
categories of gatekeepers may collaborate with each other to adopt risk-shifting
arrangements; for example, comfort letters exchanged among bankers, analysts, auditors,
etc. Likewise, communications among regulators (such as between SEBI and RBI) may also
be termed as risk-shifting or risk-sharing arrangements. The objective of such an exercise
may be variedallocating liability or getting additional knowledge of the clients affairs or
information exchange.
Corporate conduct is overseen by multiple gatekeepers who act on different aspects of
business transactions. This ought to lead to an interlocking web of protection against
AAA&S, Report of the American Academy of Corporate Responsibility Steering Committee

The Devolution of the Legal Profession: A Demand Side Perspective, Ronald J.Gilson, 49
Md L.Rev., 869, 905 (1990)
7
Multiple Gatekeepers, Andrew F.Tuch,Virginia Law Review, Vol.96, Issue 7, pp 1583-1672.
Available at SSRN:http://ssrn.com/abstract=1577405
8
st
Economic Analysis of Accident Law, Steven Shavell, 1 Harvard University Press
paperback edition 2007, 1987, page 167-68.
6

wrongdoing by all gatekeepers, calling into question the conception of the gatekeeper as a
unitary actor9.
Gatekeepers operate in an interdependent rather than independent manner and it is
important to have a certain degree of collective responsibility among all gatekeepers to
harness the total capacity to deter wrongdoing. A regime of fault-based liability coupled with
joint and several liability would be optimal for advancing the cause of optimal deterrence10.
Multiple Gatekeepers, Andrew F.Tuch, Discussion paper no.33, 3/2010, Harvard Law
School, Cambridge, MA.
10
Andrew Tuch, page 86

4

Reserve Bank of India

Traditionally, central banks have performed roles of currency authority, banker to the
Government and banks, lender of last resort, supervisor of banks and exchange control (now
it would be more appropriate to call it exchange management) authority. Generally, central
banks in developed economies have price or financial stability as their prime objective and
are often characterised by nearly complete autonomy. Milton Friedman11 defines central
bank relations with the government as one that is comparable to the relation between
judiciary and the government.
Rolf Hasse12 says that central bank independence relates to three areas in which the
influence of government must be either excluded or drastically curtailed. These are:
a. Independence in personnel matters, that is, extent of influence of government in
appointment procedures
b. Financial independence, that is, ability of government to finance government
expenditure either directly or indirectly through central bank credits and
c. Policy independence , that is, extent of freedom in formulation and execution of
monetary policy
Literature suggests that central bank independence reduces inflation variability or
fluctuations over time because monetary policies will be allowed independent time horizons
than that dictated by elected governments to satisfy other objectives. In other words, inflation
and central bank independence are inversely related. As a corollary, high inflation over a
sustained period will erode central bank independence when it breaches a threshold value of
inflation after which public opposition will force politicians to step in and restrain the central
bank13
However, this holds true largely for industrialised nations.
In developing countries the central bank plays a bigger role in the economy and cannot
reasonably be expected to have a total hands-off approach or be totally independent of
government; it has to nurture hand-hold and actively manage many aspects of the economy.
To that extent a central bank in a developing country plays both a traditional and a nontraditional role that includes building independent institutions such as capital markets, sector
regulators, watchdogs, etc. and plays both a regulatory and a development role.
Central banking functions in India are carried out by the Reserve Bank of India since
independence by taking over the erstwhile Imperial Bank of India formed in 1935. RBI was
originally set up to regulate the issue of currency, maintain foreign exchange reserves to
enable monetary stability and generally to operate currency and credit system in the country.
As the economy progressed, RBIs role underwent several shifts. For instance, when India
followed a control model of economic governance, RBIs monetary policy was focussed on
11
Should There be an Independent Monetary Authority, In Search of a Monetary

Constitution, Cambridge, mass., Harvard University Press, 1962
12
The European Central Bank: Perspectives for Further Development of the Monetary
System, Gutersloh, Bertelsman Foundation, 1990.
13
A view propagated by Alex Cukierman, Central Bank Strategy, Credibility and
Independence, Cambridge, Mass., MIT Press, 1992
5

allocating resources to various sectors and maintaining price stability. A novel mandate of
RBI in its early stages was to finance five year plans, establishing specialised institutions to
promote savings and to meet the credit needs of the priority sector.
The functions of RBI have undergone a strategic shift post liberalisation in the 1990s and are
now more in the nature of facilitation of efficient functioning of money and capital markets
besides strengthening of supporting institutional infrastructure. The leitmotif of change in
RBIs interventions is to move from control to facilitation in all aspectsforeign exchange
reserves, fixing interest rates, providing an operating framework for banks and setting down
disclosure and transparency parameters.
RBI has been largely successful in its objectives of growth with stability, developing Indias
banking and financial sector and ensuring evolution of competitive markets. Inevitably,
because of the liberalisation process, Indian banking sector is subject to greater shocks from
external sources; for instance, a market-based exchange rate system has integrated the
Indian economy into the global economy but the exchange rate has become more volatile.
To that extent there is a partial loss of autonomy of domestic monetary policy.
The broad mandate of RBI currently is:
Stimulate economic growth by controlling monetary expansion (or contraction)

including making adjustments to the interest rate structure
Maintain internal price stability by monitoring inflationary pressures
Developing the banking and financial sector and to maintain a proper oversight and
regulatory role.
The RBI indirectly also controls the commercial sector by regulating the lending policy of
banks and financial institutions and maintains an indirect oversight role over businesses
through mandatory information submission.
Total Market capitalization of the banking sector in India is Rs 6,89,751 crores as on March
31, 201114.
The total flow of financial resources to the commercial sector from banks was Rs 7,11,031
crores as on March 31, 201115.
The model of governance of banks and financial institutions followed by RBI is through
prescribing prudential norms and laying down broad disclosure principles coupled with
periodic surveillance rather than direct interference and micro-managing the banking section
of the economy but at the same time retaining the ultimate objective of strengthening market
institutions to infuse greater transparency and liquidity in financial markets.
14
15
Annual Report of SEBI for the year ending March 31, 2011
Annual Report, RBI for the year ending March 31,2011
6

1. The Main Functions of RBI
To act as regulator and supervisor of the

financial system and prescribes broad
parameters of banking operations within
which the country's banking and financial
system functions.
To formulate, implement and monitor the

monetary policy.
To ensure adequate flow of credit to

productive and priority sector.
To protect the interests of bank customers

and public at large.
To control the monetary supply by issuing currency and regulating minimum margins
for various advances received by Banks (Cash Reserve Ratio, Statutory Liquidity
Ratio)
To act as banker for the entire financial sector by lending/ accepting deposits at the
bank rate of interest.
To act as controller of credit i.e. it has the power to influence the volume of credit
created by banks in India by changing the Bank rate or through open market
operations. It can impose both quantitative and qualitative restrictions.
To monitor economic indicators and structure of the country for price stabilisation and
economic development.
To control the banking system through the system of licensing, inspection and calling
for information.
To facilitate external trade and payment and promote orderly development and
maintenance of foreign exchange market in India.
RBIs ambit of supervisory and regulatory powers covers following:
Regional Rural Banks
Public sector banks
Private Banks
Foreign banks
Cooperative Banks
Non-Banking Finance Companies

Institutions formed under special Acts (State Bank of India Act, The Industrial
Development Bank Act, The Industrial Finance Corporation, National Bank for
Agriculture and Rural Development Act, National Housing Bank Act, Deposit
Insurance and Credit Guarantee Corporation Act
Small Industries Development Bank of India.
RBIs power of supervision and control over commercial and co-operative banks relates to
licensing, branch expansion, asset liquidity, management and methods of working,
amalgamation, reconstruction, and liquidation. The RBI is authorized to carry out periodical
inspections of banks and to seek returns and necessary information.
The Reserve Bank of India has the responsibility of maintaining the official rate of foreign
exchange and acts as the custodian of India's reserve of international currencies.
RBI is mandated to promote the habit of banking, extend banking facilities to rural and semiurban areas, and establish and promote new specialized financing agencies. Accordingly,
RBI has helped in setting up of Industrial Finance Corporation of India, Sate Finance
Corporation, Deposit Insurance Corporation, Unit Trust of India, Industrial Development
Bank of India, Agricultural Refinance Corporation of India and Industrial Reconstruction
Corporation of India.
2. RBI & Corporate Governance

Banks play a pivotal role in the financial and economic system of any country. RBI plays a
leading role in formulating and implementing corporate governance norms for Indias
banking sector.
The ambit encompasses safeguarding and maximizing the shareholders value, upholding
retail depositors risk and stabilizing the financial system so as to conserve the larger
interests of the public. This role becomes important in view of the fact that in India bank
assets often lack transparency and liquidity because most bank loans, unlike other products
and services, are customized and privately negotiated. Banks are 'special' as they not only
accept and deploy large amount of uncollateralized public funds in a fiduciary capacity, but
they also leverage such funds through credit creation. They are also important for smooth
functioning of the payment system16.
16
A comprehensive policy framework for ownership and governance in private sector banks,
RBI circular dated July 2, 2004
8

In case of instability of one bank owing to incompetent or unethical management, the entire
financial system and the economy may be impacted adversely. As one bank becomes
unstable, there may be a heightened perception of risk among depositors for the entire class
of such banks, leading to early liquidation and exposing the entire financial system to chaos.
In such a situation, the interest of borrowers (corporates, retail, etc.) may also be affected in
terms of availability of credit, recall of credit lines and loss in valuation of mortgaged assets.
Two main features set banks apart from other business the level of opaqueness in their
functioning and the relatively greater role of government and regulatory agencies in their
activities. The opaqueness in banking creates considerable information asymmetries
between the insiders management and outsiders owners and creditors. The very
nature of the business makes it extremely easy and tempting for management to alter the
risk profile of banks as well as siphon off funds17.
The Reserve Bank of India performs corporate governance function under the guidance of
the Board for Financial Supervision (BFS). Primary objective of BFS is to undertake
consolidated supervision of the financial sector comprising commercial banks, financial
institutions and non-banking finance companies.
BFS was constituted in November 1994 as a committee of the Central Board of Directors of
the Reserve Bank of India. The Board comprises of four directors of RBI from Central board
and is chaired by Governor. The Board is required to meet normally once every month. It
considers inspection reports and other supervisory issues placed before it by the supervisory
departments.
The BFS oversees the functioning of Department of Banking Supervision (DBS), Department
of Non-Banking Supervision (DNBS) and Financial Institutions Division (FID) and gives
directions on the regulatory and supervisory issues.
BFS inspects and monitors banks using the CAMELS (Capital adequacy, Asset quality,
Management, Earnings, Liquidity and Systems and controls) approach. BFS through the
Audit Sub-Committee also aims at upgrading the quality of the statutory audit and internal
audit functions in banks and financial institutions.
17
Corporate Governance in India Evolution and Challenges Rajesh Chakrabarti

2.1 Corporate Governance mechanism followed by RBI
Corporate Governance mechanism followed by RBI follows are a three-pronged approach:
a) Disclosure and Transparency
b) Off-site surveillance
c) Prompt corrective action
a) Disclosure and transparency are the main pillars of a corporate governance framework
enabling adequate information flow to various stakeholders and leading to informed
decisions. Accounting standards in India in all sectors including banking sector have been
enhanced to align with international best practices.
b) The off-site surveillance mechanism monitors the movement of assets, its impact on
capital adequacy and overall efficiency and adequacy of managerial practices in banks. RBI
promotes self- regulation and market discipline among the banking sector participants and
has issued prudential norms for income
recognition, asset classification, and capital
adequacy. RBI brings out periodic data on
Peer Group Comparison on critical ratios
to maintain peer pressure on individual
banks
for
better
performance
and
governance.
c)
Prompt
Corrective
Action
is
supervisory mechanism implemented as

part of Effective Banking Supervision in
terms of Basel II requirements. It is based
on a pre-determined rule based structure of
early
ratios
intervention
for
whereby
three
benchmark
parametersCapital
Adequacy Ratio, Non-Performing Assets

Ratio
and
Return
on
Assetsare
determined. Any breach of these trigger

points is considered as early warning on
the financial health of the banks and
appropriate mandatory or discretionary
action is initiated by the RBI.
10

Published balance sheet, off-site returns and on-site inspection report (are) the primary
sources for identifying the banks which could be placed under the PCA framework. The
1980s and early 1990s were a period of great stress and turmoil for banks and financial
institutions all over the globe. These events led to the search for appropriate supervisory
strategies to avoid bank failures as they can have a destabilizing effect on the economy.
For this reason, medium or large banks are rarely closed and the governments try to keep
them afloat. In both industrial and emerging market economies, bank rescues and mergers
are more common than outright closure of the banks. If banks are not to be allowed to fail, it
is essential that corrective action is taken well in time when the bank still has adequate
cushion of capital so as to minimize the cost to the insurance fund / public exchequer in the
event of a forced liquidation of the bank18.
Thus triggers based on CAR, Net NPAs and ROA are linked to a banks performance in
three critical areas which are quantifiable and which form an integral part of the supervisory
oversight. The actions are designed to pre-empt any deterioration in the soundness of
banks.
RBI considers Capital Adequacy norms, Non-Performing Assets (NPA) and Return on
Assets (ROA) as proxies for asset quality and profitability and undertakes effective banking
supervision and timely intervention through these early warning signals. Breach of these
trigger points invites disciplinary action from RBI, both mandatory and discretionary; some of
these actions are listed in Annexure I.
2.2 Other Corporate Governance Mechanisms

a. Apart from working under the jurisdiction of RBI as mentioned above, listed banks,
Non-Banking Finance Companies and other financial intermediaries are governed by
SEBI s clause 49 on corporate governance (as discussed in a section on SEBI).
b. Additionally, RBI has also issued various circulars and notifications that provide
guidelines on:
Composition, Qualification, Independence and Remuneration of Board of

Directors.
18
Roles, Responsibilities and Training of Executive Directors.
Resolution of Conflict of Interest in case of related party transactions.
RBI circular on Prompt Corrective Action dated March 30, 2001

11

Constitution of Nomination Committee, Risk Management Committee and

Audit Committee
c.
Audit of Banks:
One of the inspection and monitoring tools used by BFS is the quality of audit (both
statutory and internal) conducted on the banking sector. Although public sector banks
have the operational freedom in the matter of appointment of auditors, they need to
choose from a list prepared by the Comptroller and Auditor General of India (CAG)
and the Institute of Chartered Accountants of India (ICAI) and such names must be
approved by the Reserve Bank of India (RBI) before banks can select statutory
auditors. Banks are required to allot the top 20 branches (to be selected strictly in
accordance with the level of outstanding advances) in a manner as to cover a
minimum of 15% of total gross advances of the bank by the statutory auditors. Banks
do not have the authority to remove audit firms during their working tenure without
the prior approval of RBI.
Influence on the corporate sector

RBI as regulator of the banking sector has an immense bearing on the corporate sector (and
the entire economy) in terms of rates of interest, foreign exchange, anti-money laundering
etc. as summarised in the table:
Policy
Impact
1.
Monetary Policydetermines the Repo Rate,

Bank Rate, Cash Reserve
Ratio, Statutory Liquidity
Ratio.(Changes in the prime
interest rate)
2.
Monetary Policy- (cont.)

(Changes in the money
available in circulation,
reserve requirements of
banks)
Interventions in Foreign
Exchange Market- (By
buying or selling the foreign
currency to ease out
volatility in forex market)
It determines the cost of borrowing of the corporate

sector affecting the profitability, capital budgeting
decisions, creation of production capacities depending
upon the credit availability etc.
Past events in the world have shown that easy liquidity
has propelled the economies out of recessionary
business cycles and led them to higher growth trajectory.
It controls the inflationary pressures both on capital
assets and price of consumable goods. Currently RBIs
rate increase to cool off inflation has adversely impacted
business plans by reducing disposable income in the
hands of industrial and consumer users.
It reduces the currency risk involved in making payment
of imports, repayment of loan and interest thereon. It
makes exports competitive by bringing certainty in
receivable collection and product/ services pricing in
international markets. It also enables borrowing in foreign
currency through External Commercial Borrowings,
3.
12

4.
Export/ Import Regulations

(Foreign Exchange
Management Act
Guidelines)
5.
Regulation of investment in
Indian Companies by
Foreign Institutional
Investors, Non Resident
Indians, Persons of Indian
Origin via portfolio
investment scheme.
(Acquisition of shares and
debentures in Indian
Companies through stock
exchanges)
Guidelines for Indian direct
investment in joint ventures
and wholly owned
subsidiaries abroad.
External Commercial
Borrowings (ECB) (Bank
Loan, Buyers credit,
Suppliers credit, securitised
instruments, etc. from
sources outside India)
Foreign Currency
Convertible Bonds Issuance
Guidelines. (FCCBs)
6.
7.
8.
9.
Anti-Money Laundering,
Know Your Client Norms
10.
Priority sector lending

norms require Indian banks
and foreign banks to lend
40% and 32% of net bank
credit respectively to priority
sector.
Foreign Currency Convertible Bonds etc. by facilitating a

stable investment portfolio for international investors.
Export proceeds should be realised within 12 months of
the date of the export which encourages time bound
collections.
Payment of imports under automatic route or by way of
advances in case of certain specific items is governed by
RBI.
RBI has imposed sectoral cap and statutory ceiling for
corporates. These approvals determine investible funds
with Indian corporate sector.
It affects business strategic expansion decisions, foreign

technology sourcing, and resource (labour / material)
availability and export market development.
RBI approval mandatorily required subject to certain
limits under automatic route. The borrower must obtain a
Loan Registration Number (LRN) from the Reserve Bank
of India before drawing down the ECB.
FCCBs can be issued up to $500 million under automatic

approval route. For amounts greater than $500 million,
RBI approval required. It impacts the debt equity ratios of
companies.
Corporates (as well as individuals and other entities)
have to fulfil Bank Account Opening norms as to
mandated documentation, adherence to anti money
laundering norms on prohibited cash deposits in bank
deposits.
It helps the corporates involved in following areas to avail
of credit facility at lower rate of interest.
Agriculture sector, Small Scale Industries, Small road
and water transporters, Small businesses, Retail Trade,
Professionals and Self Employed, Persons, Education
sector, Housing sector, Micro Credit organizations, Food
and agro processing sector.
It also enhances the investment activity in the economy.
13

3. Effectiveness of Reserve Bank of India as a Regulator of the

Banking Sector
RBI regards Capital Adequacy Ratio (CAR), Non-Performing Assets (NPA) and Return on
Assets (ROA) as proxies for asset quality and profitability and measure of corporate
governance mechanism supervision.
Extending the reasoning to input the share price and earning per share (EPS) of the Banks
as reflection of best corporate governance practices, a correlation has been drawn among
the above ratios (CAR, NPA and ROA) and Share Price and EPS on individual ratio basis.
Objectives- The study seeks to achieve two objectives:
(i) Whether the banks have been able to maintain the above ratios within the trigger.
(ii) Whether the movements (favourable/otherwise) gets reflected in the share prices and
earning per share of the banks, assuming other variables determining market price and
earnings are constant.
MethodologyFollowing data was collected for 15 listed banks (public- 10 and private-5) for a period of 5
years beginning March 31, 2006 and ending March 31, 2010. The sample size of the study
represents 70% of the total capital and reserves of the public sector banks and private
sector banks in India.
Ratios used:
a) Capital Adequacy Ratio (CAR) is used as a measure to check on the availability of
the banks capital to cover for its risk weighted assets.
CAR = Tier One Capital + Tier Two Capital
Risk Weighted Assets
Banks are required to maintain capital adequacy ratio at 9%.

Banks with a higher risk assets profile are required to maintain a higher level of capital
funds. Alternatively, banks which have less capital will be required to reduce those assets
which carry higher risk weight.
14

b) Non-Performing Assets (NPA) Ratio is used as a measure of the overall quality of
the bank's loan book.
NPA Ratio =
Gross NPA*- Total Accumulated Provisions

Total Advances
*(Assets having interest overdue for more than 90 days)
Banks are required to maintain NPA ratio at 10%.

Higher ratio reflects rising bad quality of loans.
c) Return on Asset (ROA) is used a measure of profitability and earning capacity of
assets.
ROA Ratio =
Net Profits
Total Assets (including Fixed Assets)
*(Assets having interest overdue for more than 90 days)
Banks are required to maintain ROA ratio at 0.25%. The higher the proportion of average
earnings assets, the better would be the resulting returns on total assets.
The figures for these ratios have been taken from RBIs Statistical Tables.
As per RBIs Annual report for the year ended March 31, 2011 the ratios (2009-2010) for the
Indian Banking Sector are as under:
Ratio
Percentage
Capital Adequacy Ratio
13.6
Non-Performing Asset
2.4 (Gross)
Return on Assets
1.05
d) Share Prices (taken as a proxy for corporate governance)19

e) Earnings Per Share (taken as a proxy for corporate governance)20
19
Source: www.bseindia.com
20
Source: www.rediff.money.com) and companys

15

Annual Reports
Preliminary Data Analysis
(i) All banks were able to follow the trigger limits (CAR: 9%, NPA: 10% and ROA: 0.25%
during the sample period.
Capital Adequacy Ratio (CAR)

20
CAR %age
15
10
Names of banks
March 2006
March 2007
March 2008
March 2009
March 2010
16

Non Performing Assets Ratio (Net NPA)

2.5
NPA
%age
1.5
0.5
Names of banks
March 2006
March 2007
March 2008
March 2009
March 2010
Return on Assets (ROA)

2.5
ROA
%age
1.5
0.5
Names of banks
March 2006
March 2007
March 2008
March 2009
March 2010
(ii) Earning Per Share and the Share Prices have been taken as proxies for corporate governance.
17

Earnings Per Share
160
140
120
Amount in Rupees
100
80
60
40
20
0
March 2006
March 2007
March 2008
March 2009
March 2010
Share Prices
2000
1600
Amount in Rupees
1200
800
400
March 2006
March 2007
March 2008
March 2009
March 2010
18

(iii) We have linked the ratios (CAR, NPA and ROA) with share price and EPS. The results
are summarized in the following table.
Particulars
Corelation %age CAR &
Share Price
Corelation %age NPA &
Share Price
Corelation %age ROA &
Share Price
EPS
Corelation %age NPA &
EPS
Corelation %age ROA &
EPS
Corelation %age EPS &
Share Price
Share Price (without
SBI
PNB
Canara
Bank
-19.98% 50.39% -53.46%

-3.28%
8.71%
-0.10% 64.69%
Allahbad Andhra
Bank of Central Corporati HDFC
Bank
Bank Axis Bank India
Bank on Bank Bank
58.16% 38.47%
94.36%
ICICI
Bank
Indian
Indian Indusind Overseas Yes
Bank Bank Bank
Bank
66.35% -68.81%
63.14% 79.50% 13.78% -84.04% 60.13% -25.79% 38.90%
27.21% -31.91% 1.04% -60.49% -11.99% -34.25%
24.33% -62.53% -7.14% -18.88% -65.47% -37.76% -51.45%
86.56%
29.02% 84.52%
70.89%
5.50% 99.24%
1.95% 76.77% 26.25% 67.44% 84.18% 19.76% -2.16%
37.37% 72.26% -44.99%
5.73% 35.01%
78.28%
91.56% -21.19%
55.23% 98.59% 51.63% -66.18% 72.05% -75.47% 38.18%
10.29% -20.21%
31.32% -57.75% -26.36% -78.76% -81.29% -91.57% -80.77% -12.98% 60.32% -81.19% -92.87% -40.28% 48.43%
46.86% 96.32%
80.79%
-5.09% 36.11%
96.43%
87.23% 79.19%
28.99% 45.92% -39.25% 84.03% 98.99% 50.54% -14.88%
57.91% 74.74%
68.58%
82.77% 66.26%
65.12%
44.74% 81.71%
28.26% 83.01% 49.13% 52.36% 85.93% -19.85% 47.55%
5.87% 54.23% -76.64%
32.31% 53.45%
98.55%
92.51% 86.36%
97.84% 97.62% 54.23% -97.69% 70.95% -90.03% 36.48%
Conclusions of data analysis:

Summary of the correlation run over 15 banks for a period of 5 years has been tabulated as
under.
Particulars
Expected
Correlation
Actual
Positive
Actual
Negative
Conclusion
Hypothesis
Proved/ Not
Correlation
%age CAR &
Share Price
(entire
duration of
sample)
Positive
10
No
Correlation
%age CAR &
Share Price
(without
2009)
Positive
11
Results impacted
by global meltdown
following collapse
of Lehman
Brothers reflected
in fall of share
prices in March
2009
Percentages
calculated for 4
years after
removing numbers
for 2009. Banks
attempt to reduce
high risk assets
results in better
share prices
Yes
19

Correlation
%age NPA &
Share Price
Negative
11
Correlation
%age ROA &
Share Price
Positive
12
Correlation
%age CAR &
EPS
Positive
11
Correlation
%age NPA &
EPS
Negative
12
Correlation
%age ROA &
EPS
Positive
13
Correlation
%age EPS &
Share Price
Positive
14
2*(correlat
ion
Coefficient
less than
2%)
1
An overall attempt
to increase asset
quality gets
reflected in the
earnings and
higher share prices
Any improvement
in productivity of
assets is awarded
by the share
markets
Efforts to reduce
the risk profile of
assets induces
enhanced
shareholders
earnings
Declining nonperforming assets
improves the
critical
performance area
of the banking
sector and
profitability.
Improving
allocation of funds
to profitable assets
results in higher
returns
Equity Markets are
reflection of the
present earnings of
the companies
Yes
Yes
Yes
Yes
Yes
Yes
1. Correlation between CAR and Share Prices of 15 banks over a period of 5 years gives the
following results.
Cases of Positive Correlation between CAR and Share Price-10
Cases of Negative Correlation between CAR and Share Price-5
However it may be noted that there was a steep fall in the bank share prices after sub prime
crisis post September 2008. Hence closing prices of March 31, 2009 show an extreme
downward trend.
20

In order to mitigate the above impact of extraordinary nature, we conducted a correlation
analysis for 4 years without the numbers for 2009.
Cases of Positive Correlation between CAR and Share Price-11
Cases of Negative Correlation between CAR and Share Price-4
The results showed that CAR and share prices are positively correlated in 11 out of 15
cases.
The study finds that in most of the cases, an improvement in CAR results in better
asset quality, higher returns and share prices.
2. Correlation between NPA ratio and Share Prices of 15 banks over a period of 5 years
gives the following results.
Cases of Positive Correlation between NPA and Share Price-4
Cases of Negative Correlation between NPA and Share Price-11
In most of the cases, any increase in the NPA ratio shows deteriorating asset quality
and a consequent fall in share prices.
3. Correlation between ROA and Share Prices of 15 banks over a period of 5 years gives the
following results.
Cases of Positive Correlation between ROA and Share Price-12
Cases of Negative Correlation between ROA and Share Price-3
In most of the cases, any improvement in ROA results in increase in overall

shareholders wealth reflected in higher share prices.
4. Correlation between CAR and EPS of 15 banks over a period of 5 years gives the
following results.
Cases of Positive Correlation between CAR and EPS-11
Cases of Negative Correlation between CAR and EPS-4
In most of the cases, any improvement in CAR is reflected in increased profitability

and actual wealth increase of shareholders.
5. Correlation between NPA and EPS of 15 banks over a period of 5 years gives the
following results.
21

Cases of Positive Correlation between NPA and EPS3
Cases of Negative Correlation between NPA and EPS12
In most of the cases, any reduction in NPA leads to higher profitability and better
EPS.
6. Correlation between ROA and EPS of 15 banks over a period of 5 years gives the
following results.
Cases of Positive Correlation between ROA and EPS13
Cases of Negative Correlation between ROA and EPS2*

(*In these two cases correlation coefficient was less than 2%)
In most of the cases, any improvement in ROA translates into greater returns on
capital and enhanced EPS.
7. Finally the EPS of the banks have been correlated to the share prices.
Cases of Positive Correlation between ROA and EPS- 14
Cases of Negative Correlation between ROA and EPS- 1*

(*Substantial share fall in March 2009 in case of one bank)
In almost all the cases they move together in positive tandem.

Limitations:
The above study is subject to limitation of possible manipulation of year end numbers (if any)
that may be carried out to improve ratios.
CAR may be influenced by revaluation of assets, converting assets into off balance sheet
items through Special Purpose Vehicles and reducing the risk weightage or transfer of risky
assets within the same banking group, as some examples.
NPA ratios also depict the aggressiveness and risk appetite of banks. Higher risk may lead
to higher returns in initial phases but the portfolio may be tarnished with delinquencies and
provisions at later stages. Sticky loans may be rescheduled on the basis of early warnings of
repayments and may not reach the bucket of greater than 90 days, necessitating provisions.
22

ROA Ratio may be re-worked to give higher returns by reducing the asset value at the yearend via securitisation, inter group transfers etc.
Subject to these limitations, the study concludes that prompt corrective action prescribed by
RBI in situations where norms are not followed has helped to maintain the financial health of
the Indian banking sector.
Therefore, it is reasonable to conclude that Reserve Bank of India, through its policies,
has insulated the Indian economy from the effects of one of the worst global crisis following
the fall of Lehman Brothers in October 2008 and from the impact of sub-prime crisis due to
limited exposure to toxic assets owing to the counter-cyclical prudential norms prescribed by
the Reserve Bank.
However, this insulation was more a result of habitual conservatism of RBI in terms of laying
down strict guidelines of products that are offered by banks than as a conscious decision to
avoid potentially dangerous products. There are several instances where the cost of RBIs
conservatism has been borne by Indian consumers in terms of high cost of borrowings.
Another aspect of the restrictive product policies in terms of derivatives, credit swaps, and
securitization is the high cost of funds to the banks which ultimately gets transferred on to
the regular consumer.
For instance, Credit Default Swaps are not allowed in India; these instruments help transfer
the risk of credit default on an underlying credit from the lender to another market
intermediary. They also help promote market liquidity, risk shifting, and accurate pricing of
credit risk and finally to reduced cost of borrowings. The risks involved in such type of
instruments is also very high, as the world witnessed, but to absolutely ban all risky
instruments may not be the best solution for an economy.
In October 2011 the reputed credit rating agency Moody downgraded State Bank of India,
Indias largest public sector bank in India (to D) on account of low Tier I capital ratio and
deteriorating asset quality. This suggests modest intrinsic financial strength, potentially
requiring some outside support at times. (Similar rating for SBI's private sector peers, like
ICICI Bank, HDFC Bank and Axis Bank is at C.)
The rating downgrade not only puts pressure on the government to induce fresh capital but
also questions the promptness of RBIs current asset quality supervisory mechanism. SBIs
Gross Non Performing Assets have increased by 30% from Rs 19,535 crores in March 2010
to Rs 25,326 crores in March 2011 and the capital adequacy ratio on Basel II norms has
fallen from 13.39% in March 2010 to 11.98% in March 2011.
23

State Bank of India
March
2006
March
2007
March March March March

2008
2009
2010
2011
Net Non-Performing Asset Ratio

Gross Non Performing Asset
Ratio
1.88
3.61
1.56
2.92
1.78
3.04
1.79
2.86
1.72
3.05
1.63
3.28
The explanations for above SBIs failure is beyond the scope of this paper but it is
reasonable to conclude that such slips in asset quality of SBI over the past 3 years should
have been more proactively inspected and dealt with by RBI, finance ministry and
government of India without giving an opportunity to a foreign credit rating agency ring the
alarm bell.
Conclusion: All these indicators suggest that the monitoring and oversight
mechanism instituted by Reserve Bank of India towards improving corporate
governance of banks and by inference, of individual borrowers is robust and effective.
The mechanisms also promote efficient management of the banking sector in general
and are rewarded by the capital market through increase in shareholders equity.
Thus, Reserve Bank of India is effective as a regulator of the banking sector and a
good gatekeeper of corporate governance.
This working paper restricts itself to the study of RBIs effectiveness in regulating the
banking sector. There are several instances where RBI seeks information directly
from the commercial sector and can therefore enforce checks and balances to instill
good corporate governance. RBIs effectiveness as a gatekeeper of the corporate
world directly is not covered here and is the subject of further research.
24

ANNEXURE
25

Annexure I RBI
Actions Taken by RBI in case of Breach of Trigger Points
In case of breach of the stipulated ratios following actions (mandatory/ discretionary)
depending upon the level of breach may be taken.
a)Capital Adequacy Ratios less than 9%
Mandatory
Submission and implementation of capital restoration plan
Restriction on expansion of risk-weighted assets
Restriction on entry into new lines of business
Paying off costly deposits and CDs
Reduction / suspension of dividend payments
Discussion with the banks Board on corrective plan of action
Ordering of recapitalisation
Reduction in stake in subsidiaries
Revision of credit / investment strategy and controls
Reduction in advances / capital expenditure / overheads
Discretionary Actions
Shedding of risky business
Restrictions on borrowings from inter bank market
Bringing in new Management / Board
Appointment of consultants for business / organisational restructuring
Change of promoters / change in ownership
Merger if the bank fails to submit / implement recapitalisation plan or fails to

recapitalise pursuant to order, within such period as RBI may stipulate.
26

b) Non Performing Assets Ratio less than 10%
Mandatory Actions
Special drive to reduce the stock of NPAs and contain generation of fresh NPAs
Review of loan policy
Upgrading credit appraisal skills and systems
Strengthening of follow-up of advances including loan review mechanism for

large loans
Effective follow-up of suit filed / decreed debts
Putting in place proper credit-risk management polices / process / procedures /

prudential limits
Reduction of loan concentration - individual, group, sector, industry, etc.
Restriction on entry into new lines of business.
Reduction / suspension of dividend payments
Reduction in stake in subsidiaries
c) Return on Assets less than 0.25%

Mandatory Actions
2. Paying off costly deposits and CDs
3. Increasing fee based income
4. Containing administrative expenses
5. Special drive to reduce the stock of NPAs and contain generation of fresh NPAs
6. Restriction on entry into new lines of business
7. Reduction / suspension of dividend payments
8. Restrictions on borrowings from inter-bank market
27

Capital expenditure only for technological up-gradation and for day-to-day

operations within Board approved limits
Staff expansion / filling up of vacancies only with prior approval of RBI, except
recruitment of specialists
If a banks performance under any of the three broad parameters has crossed the trigger
points, the bank will be placed under corrective action programme. Such corrective action
will consist specific mandatory action and those of discretionary actions, which in the opinion
of Reserve Bank, may be applied to the concerned bank.
28

Indian Institute of Corporate Affairs
Thought Arbitrage Research Institute

Indian Institute of Management Calcutta
29

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Study

Indian Institute of Corporate Affairs

E-mail: contactus@tari.co.in; Phone: +91 11 41022447; +91 11 41022448;

Study on the State of Corporate Governance in India

The Main Functions of RBI ...................................................................................................... 7

RBI & Corporate Governance ................................................................................................. 8

2.1 Corporate Governance mechanism followed by RBI ......................................................... 10

Effectiveness of Reserve Bank of India as a Regulator of the Banking Sector .............. 14

Annexure I RBI ................................................................................................................................. 26

Study on the State of Corporate Governance in India

Study on the State of Corporate Governance in India

Gatekeepers: Anatomy of a Third-party Enforcement Strategy, Kraakman, R.H., Journal of

Study on the State of Corporate Governance in India

AAA&S, Report of the American Academy of Corporate Responsibility Steering Committee

Study on the State of Corporate Governance in India

Andrew Tuch, page 86

Study on the State of Corporate Governance in India

Reserve Bank of India

Should There be an Independent Monetary Authority, In Search of a Monetary

Study on the State of Corporate Governance in India

Stimulate economic growth by controlling monetary expansion (or contraction)

Study on the State of Corporate Governance in India

1. The Main Functions of RBI

To act as regulator and supervisor of the

To formulate, implement and monitor the

To ensure adequate flow of credit to

To protect the interests of bank customers

RBIs ambit of supervisory and regulatory powers covers following:

Regional Rural Banks

Public sector banks

Non-Banking Finance Companies

Study on the State of Corporate Governance in India

Small Industries Development Bank of India.

2. RBI & Corporate Governance

Study on the State of Corporate Governance in India

Corporate Governance in India Evolution and Challenges Rajesh Chakrabarti

Study on the State of Corporate Governance in India

supervisory mechanism implemented as

Adequacy Ratio, Non-Performing Assets

determined. Any breach of these trigger

Study on the State of Corporate Governance in India

2.2 Other Corporate Governance Mechanisms

Composition, Qualification, Independence and Remuneration of Board of

Roles, Responsibilities and Training of Executive Directors.

Resolution of Conflict of Interest in case of related party transactions.

RBI circular on Prompt Corrective Action dated March 30, 2001

Study on the State of Corporate Governance in India

Constitution of Nomination Committee, Risk Management Committee and

Influence on the corporate sector

Monetary Policydetermines the Repo Rate,

Monetary Policy- (cont.)

It determines the cost of borrowing of the corporate

Study on the State of Corporate Governance in India

Export/ Import Regulations

Priority sector lending

Foreign Currency Convertible Bonds etc. by facilitating a

It affects business strategic expansion decisions, foreign

FCCBs can be issued up to $500 million under automatic

Study on the State of Corporate Governance in India