Tamsyn Parker: Big lessons to be learned from Westpac board's shortcomings

Having good directors on a board is vital to holding a company to account for all stakeholders. Photo / 123RF

OPINION:

The findings of an independent report into Westpac New Zealand's board should be a wake-up call for all New Zealand's banks and corporate leaders.

Ordered by the Reserve Bank amid concerns about the bank's governance processes the report by consultants Oliver Wyman revealed material shortcomings in the board's oversight of the bank.

The bank's independent directors - those specifically appointed to hold the executive to account - were found to lack enough expertise in banking and risk management to be able to do so.

That meant they placed too much trust in the executive of the bank.

Those same directors also failed to understand the risk appetite that was appropriate for a bank director.

It seems the bank itself overwhelmed its board by piling hefty agendas on them and by requiring them to sit on all board committees - a practice that is not common for major company directors.

At the same time the board seems to have had a break-down in its relationship with the Reserve Bank - the main regulator of the banks.

Westpac New Zealand has already undertaken a big overhaul of its board with a new chair and six new directors.

But it was not before time. Former chairwoman Jan Dawson had been on the board for 10 years before retiring last month.

The report found that in some cases the issues had been acknowledged by the board for several years but had not received due attention or effective remediation.

It is vital for independent directors to have the skills and knowledge to be able to question and hold the executive of a company to account.

This is important not just for the shareholders of a company but for all stakeholders of it including its customers.

Banks wield a lot of power in New Zealand and there needs to be effective checks and balances on that power.

At the same time the directors need to have a good understanding of the risks to the business and how these can be best managed.

Those risks will change over time and directors need to be able to keep up with that change and be responsive to it without being overwhelmed by needless paperwork.

Sitting on a bank board shouldn't be a task taken on lightly by a director.

Bank's shouldn't be allowed to get away with appointing patsy board directors which just nod their heads and agree with whatever the management suggest.

New Zealand only has to look a short distance over the ditch to see what happens when banks are allowed too much free rein.

It's less than four years since Australia's Royal Commission into Misconduct in the banking, superannuation and financial services sector was held.

That uncovered a shocking level of behaviour that has resulted in huge payouts to aggrieved customers.

New Zealand's regulators lifted the hood on the banking sector here and did not find the same level of systemic issues that Australia uncovered.

But they still found plenty of room for improvement.

It seems New Zealand's banks still have some way to go on getting the right risk controls in place.

Getting the right board in place is key to doing that.