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Corporate Governance and the Financial Crisis

November 05, 2010 / 17:17

This episode features Erik Berglof, chief economist at the European Bank for Reconstruction and Development, discussing corporate governance and its role in the financial crisis.

Berglof addresses how governance failures contributed to the 2008 financial crisis, noting that research has not clearly identified specific governance structures that could have prevented the crisis.

He emphasizes the differences in board roles between banks and companies, and the challenges in determining whether boards acted responsibly during the crisis.

Berglof also discusses the need for government intervention in reforming corporate governance and the importance of attracting competent individuals to board positions.

Finally, he compares the responses of European and U.S. regulators to the crisis, highlighting the slow progress in addressing deep structural issues in financial regulation.

TL;DR

Erik Berglof discusses corporate governance failures and reforms needed post-2008 financial crisis.

Episode

17:17
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Uh Erik Berglof, uh chief economist and
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special advisor to the president at the
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European Bank for Reconstruction and
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Development. Welcome to uh Knowledge at
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Wharton. Thank you for having me. Uh we
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have a lot of ground to cover
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um
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because the issue of corporate
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governance vis-a-vis the financial
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crisis and the recession is a is a large
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and important topic. But we do want to
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focus if we count on governance
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um exclusively and also to get your
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your views on the European aspects of um
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of this story.
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But first of all, can you talk a little
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bit about the
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the role of any that that governance
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played in either triggering or
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exacerbating the financial crisis that
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began in in 2008. Yeah, it's it's it's a
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bit of a paradox that on the one hand
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you have probably the the greatest
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governance failure that we can remember.
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And on the other hand, looking at the
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research that has been done now to try
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to to document
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you know, which aspect of governance was
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it that uh made the crisis happen or or
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contributed to the crisis, it the
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results from that type of research is is
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is not very
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clear. And it's it's not uh you you have
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work being done on showing that banks
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with concentrated ownership was not
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different from banks with widely uh
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uh held shares. And and you have a lot
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of work trying to compare banks that
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were state or
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owned banks and private banks. Not a lot
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of of difference. There are a few facts
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that stand out, but but on the whole
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I think we have just started to to un-
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unravel what happened in the crisis in
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terms of corporate governance. Are
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researchers looking at the role of uh
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not only issues of ownership, but uh the
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role that the boards of directors of
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these various institutions played? Yes,
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I I I certainly think that's part of it.
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And the problem with with that is that
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the role of a board is very different in
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a bank from in a company because the
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banks are much more regulated and and
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supervised.
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But the board is also very different if
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you have a controlling shareholder or if
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you have a a widely held structure, if
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you're a state-owned firm, so you're
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private. So it's also hard to to say
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even there that, you know, boards
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should be of
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particular structure, have a particular
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number of independent directors, should
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have operate according to specific rules
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and so on.
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So so it's it's it's hard certainly in
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this crisis to point to that a certain
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type of board made the crisis less
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likely.
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Is it um
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is it reasonable to think that
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researchers could determine whether
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boards
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in these various companies and banks
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acted
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irresponsibly or responsibly or just
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with no knowledge in terms of
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understanding and analyzing the events
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that led to the crisis and the actions
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that the executives in their own
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institutions performed? Uh I guess what
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I'm asking is often
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it's kind of a cliché, but you know,
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boards have been thought for many years
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by some critics to be more or less
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rubber stamps for whatever the chairman
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of the company and the CEO want to do.
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And and many people may have that
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feeling uh either either on an informed
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or uninformed basis about the financial
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crisis. Is that is that something that
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you you and other researchers are
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looking at as well? Yes, definitely. As
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I so as I said, you know, a board that
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has uh
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to overlook what a manager does
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uh and representing only minority
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shareholders
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has a very different role from a board
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that's trying to control what an
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owner-manager does. You know, it's an an
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owner that's very deeply in involved in
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in in management of of of a bank
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in particular. Uh I think also what one
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should remember is that the board
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you know, when you have a a bank that is
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regulated and supervised, maybe the
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board is not the structure that we
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should
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expect to to to uh to react. I mean, it
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it would be nice, but but what we see in
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this crisis is that
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there were sort of trends or or or sort
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of overwhelming patterns of behavior
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that were the boards more or less went
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along. As you said, they were sort of
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rubber stamp of of of of particular
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you know, management
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behavior. I I think one thing that is
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people are looking at, which I think is
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is a very very important aspect, is
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whether you want to have friendly boards
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or hostile boards. I'm probably someone
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who thinks that, you know, a board that
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has some degree of sort of co-optation,
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some some degree of of alignment with
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with management is is is something you
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want. But you of course have to also
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then have controls within the board to
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make sure that, you know, management
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does not get away with with anything.
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But again, you know, boards may not be
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the
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the function that that in the end will
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control
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or prevent a a
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financial crisis from happening. So so
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boards may not be enough. Boards may not
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be enough. And and you may we may not
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have boards may not be
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even uh helping very much unfortunately
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because banks also one problem with
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banks is that they may have become
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ungovernable. They have become so large
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that the only thing that really bites on
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these large institutions is is
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regulation and supervision. You know,
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intervention from the government. So
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again, I I'm not that's maybe a too too
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negative view of boards, but I'm just
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putting perspective a bit, you know,
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what we can expect from boards. Sure. So
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in terms of um
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learning lessons uh from the financial
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crisis and then implementing whatever
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changes
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um institutions and their boards feel
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are necessary.
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You're saying that some of these
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reforms, so to speak, would have to come
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from outside the institutions themselves
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and then probably from government. Yeah,
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some of these reforms will have to come
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from government, I think. One thing I
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should say to so that seemed to come out
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is is that
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attracting the right people to be on the
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board. So whether they are hostile or
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friendly is not maybe not the that's
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important that's important to find the
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right balance there, but also making
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sure that you find the right type of
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people. And one thing you you find, for
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example, in Europe you have looked at
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the the banks that have been to
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protected by government and and
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specially favored by government and they
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have done very poorly in the crisis. And
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when you look at what type of people
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were in governance positions in in on
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boards in these banks, it seems like
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they were much less capable competent
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and much less
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able to
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pursue or or full this fill this role of
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of governance. So I think one thing we
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should think more about what type of
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people, what type of backgrounds, you
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know, what level of competence should we
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have on board. Based on what you know
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now, are there certain reforms
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specifically that you think should be
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implemented uh on the part of financial
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institutions? Well,
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I think we see now a trend globally
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towards
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uh you know, two two important trends
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globally. One is that national
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governments are putting much more
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of control over financial institutions,
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particularly those countries that have
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don't have their own institutions, but
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have subsidiaries of large international
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banks. Those governments they felt that
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they were at the receiving end of the
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global crisis. They need to do things.
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They could not uh accept to be
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uh such victims. And and they they're
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putting in place regulation. That's
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going to make it very hard to have the
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same level of financial integration,
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same level of financial openness. That's
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one trend. The other trend is the the
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trend towards the global harmonization
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of of of uh capital requirements,
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liquidity requirements,
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uh you know, what to do with what large
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systemic organizations, what to do about
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levies on banking systems, and so on.
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That trend goes against, but I think
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that is now generating some results and
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and that's I think on the whole very
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positive, but it's it's too slow and
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probably
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well, I don't I wouldn't say too late
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because it's very hard to do things in
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the midst of the crisis,
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but also the political momentum on some
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of these reforms may not be there right
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now. Yeah, that that may be an
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understatement. Uh
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uh here here in the US, I think uh
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I I would think that some
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many people uh
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average people, even people who were
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like yourself, who were kind of immersed
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in this um all the time, may wonder
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whether
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there's a chance that some of this might
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be forgotten, you know, as another year
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goes by and another year
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year goes by and perhaps reforms are not
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as comprehensive as some would like to
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see. I mean, there may be a sense that
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um
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you know, why hasn't anyone been
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punished or
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or or put in jail or something for some
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of the activities by these institutions
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having caused such um
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terrible repercussions around the globe.
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Uh is that is that likely to happen? Are
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we likely to see
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the Basel Committee or the the
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government of the United States, whether
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it's the SEC or other institutions,
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actually
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coming down hard on some of the
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individuals or institutions that
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engaged in these activities? I I don't
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see that happening, I think. The the
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there is a very difficult trade-off here
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because in the middle of the crisis,
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you know, first of all, there are many
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things that you have to do just to try
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to keep
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things going.
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But one thing you don't want to do is to
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have harsher rules on on banks in the
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midst of the crisis because you know,
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you want banks to whatever to do
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whatever they can to lend to to the the
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real economy.
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So so that's why we have been waiting
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for these rules for so long. And and
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also now, if you look at these most
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recent
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international rules, the Basel three
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so-called rules on capital adequacy and
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liquid- liquidity and so on. They are
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going to be phased in until 2019.
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It's a very long period and it's exactly
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because you don't want to impose rules
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too early in the recovery. You don't
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want to threaten the recovery. So,
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that's one aspect of you know, why we
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have to wait so long. And then, I think
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on some of the issues of compensation,
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some of which I think one could have
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addressed earlier when there was a
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political momentum.
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I think there we lost the window. And uh
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I I you know, that whether that is
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because of the lobbying power of the
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financial industry because we didn't or
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because we didn't really have a good
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alternative. We didn't maybe have a good
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model for how to how to regulate the
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compensation.
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I think now we are slowly starting to
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realize and and maybe we knew all along,
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but we we have much stronger evidence
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that compensation was a very important
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aspect of the crisis. And then, so the
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way we reward managers is absolutely
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critical for their behavior. And and
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that I think is something we really need
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to sit down and and and and and work on.
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And and here
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whether this can be done globally, I'm
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not sure, but it's certainly or no rules
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coming into play that have been designed
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globally. And so, they will
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play some role. I'm not sure how
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powerful they will be in the United
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States. The the issue of compensation
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that you raised, of course, is the one
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that um
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touches, I think, the
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uh everyone who reads about this crisis
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because of the outsized compensation
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packages that many CEOs had. Do you
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really expect that um
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that those packages will be adjusted,
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that the incentives will be adjusted in
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such a way to
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to perhaps forestall the next I I I I
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can't speak so much about the United
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States, but I can say from the UK and
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the UK, you know, is is very closely
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related to to the US in this regard. So,
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you know, things that happen in
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compensation in the US affects what
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happen in the UK and and vice versa. And
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and in the UK, it's very clear that base
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salaries are coming up and bonuses are
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coming down. And and actually a lot of
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you know, employees often prefer this.
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The the the thing is that that it's
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often a
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more costly way sometimes of rewarding
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people because you have to give them,
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you know, very you know,
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raising the base salary turns out to be
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you know, quite expensive. So, so there
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are some I know in London, uh for
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example,
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you know, we are recruiting in the
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similar markets and and I think you
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know, some expect 80% increases in base
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salaries in London this year. Which is
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you know, quite dramatic and
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and
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that you know, whether that is you know,
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that that we're seeing happening,
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whether this will resolve some of the
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issues, I'm not sure. Uh just one or two
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other things uh before we close. The
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uh in your view, how have European
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institutions and their regulators
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approached or attacked the the financial
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crisis
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um compared to US
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companies and regulators? Have have they
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both been looking at similar reforms?
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Have they looked at this in much the
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same way or not? I think there is a
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there is a common pattern in it's one of
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a very reasonable
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response in the crisis. Maybe it's
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slightly late, but still when it finally
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came, it was a a very strong response
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and both at the national level, at the
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sort of regional level in the European
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Union, and at the international level,
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the the role of the international
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financial institution, particularly IMF.
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That was a very good response. I think
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if we look back at it without the
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response, the world would have been much
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worse off.
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I think when we look at dealing with the
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causes of the crisis and and all these
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things we discussed now in terms of of
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of compensation, regulation, provision,
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the response have been much have been
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much slower both in Europe and and in
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the United States.
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In in Europe, you had the additional
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problem of of the European Union had no
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mandate in this area really before the
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crisis. That is changing now quite
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dramatically. So, they're now creating
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new institutions at the European level
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to to deal with with both regulation and
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supervision with this future prudential
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regulation trying to to look into to the
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you know, the health of these
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institutions, the systemic
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importance and so on.
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We didn't have anything like that before
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the crisis. And the European Central
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Bank where it explicitly said that was
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not their role. And that was something
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that was very damaging in the beginning
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of the crisis. And and
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luckily, in the end, you know,
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politicians reacted and then we we got a
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good response, but it took a long time.
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And that's something we also need to
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think about, how do we put in place a
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good crisis management uh system because
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now these institutions are global and
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they probably will remain global in one
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form or another. We need to deal with
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that. And then, how do we deal with the
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all these links between countries? And
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if you want to be able to resolve
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institutions, how do we that? A lot of
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these issues are now on the table and
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and
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needs to be addressed. Some commentators
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have said that um
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uh that that not much is not enough has
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been done to prevent another crisis and
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that it's only a matter of time before
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banks and brokerage firms and uh uh and
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other financial institutions kind of
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repeat the same mistakes or or the same
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actions they had done
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previously and that there's just it's
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just a matter of time before we see the
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next crisis. Do you believe that or are
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you optimistic that that reforms will
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take place to forestall
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such a crisis again? I I I think we are
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making progress on on
00:15:28
you know, some aspects of regulation,
00:15:30
supervision. But the the deep structural
00:15:32
issues are not being addressed. And and
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here I think there's only one country
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that I know of that is trying to tackle
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this. And this is the the UK, actually,
00:15:40
because they have now put in place a
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commission.
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You know, of course, when you put a
00:15:44
place in a commission, there's not a
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guarantee that something will happen. It
00:15:47
could actually be a way of sort of
00:15:50
postponing a discussion. But but
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actually, the way this commission is is
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constituted, the the the the people on
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on that commission,
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I think will bring about a discussion
00:16:03
that is goes to the fundamental aspects.
00:16:05
You know, what should we do about what
00:16:07
should commercial banks be allowed to
00:16:09
do? What what level of risk should I be
00:16:11
allowed to be engaged in? You know, a
00:16:14
lot of these deep structural issues that
00:16:17
I think they are the one we need to
00:16:19
address to be able to
00:16:21
reduce the risk of a future crisis. And
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do you think the United States and other
00:16:27
uh countries, European countries and
00:16:29
others should look to the UK for any
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benchmarking or guidance along
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Well, I think it's too it's too early to
00:16:34
say what will come out of this, but I I
00:16:36
think all all the countries need to
00:16:38
think about these structural issues. And
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I think
00:16:41
particularly United States because the
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United States is the home of many very
00:16:46
important global financial institutions.
00:16:48
So,
00:16:49
you know, the US probably doesn't want
00:16:52
to be, you know, responding to what
00:16:54
other countries are doing. They they
00:16:55
should take the lead. Okay. Dr. Berglöf,
00:16:58
thank you very much for joining us
00:17:00
today.
00:17:00
Thank you for having me.

Episode Highlights

  • The Role of Governance in the Financial Crisis
    Exploring how governance failures contributed to the 2008 financial crisis.
    “It's a bit of a paradox that on the one hand you have probably the greatest governance failure.”
    @ 00m 58s
    November 05, 2010
  • The Importance of Board Composition
    The effectiveness of boards varies significantly based on their structure and ownership.
    “A board that has to overlook what a manager does has a very different role.”
    @ 03m 29s
    November 05, 2010
  • Global Trends in Financial Regulation
    National governments are increasing control over financial institutions post-crisis.
    “National governments are putting much more control over financial institutions.”
    @ 07m 01s
    November 05, 2010

Episode Quotes

  • Boards may not be enough.
    Corporate Governance and the Financial Crisis
  • The world would have been much worse off without the response.
    Corporate Governance and the Financial Crisis
  • Deep structural issues are not being addressed.
    Corporate Governance and the Financial Crisis

Key Moments

  • Governance Failures00:58
  • Response to Crisis13:23
  • Structural Issues15:35

Words per Minute Over Time

Vibes Breakdown

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