Abstract
This study offers insight into the role of board politicization on the Spanish
Introduction
The financial crisis of 2007 led to a near-collapse of a critical part of the Spanish financial system that functioned for almost 200 years: savings banks (hereinafter,
All these social and economic consequences of the
We argue here that politicians did expropriate rents in
On the one hand, we present the problem of
On the other hand, our study on the dangers of the board politicization also addresses the indirect effect of this characteristic when it interacts with financial expertise. There are many cases of politicians with previous financial expertise on the boards of Spanish
Our research is based on an original database built from the biographies of 1,525 directors from the 45
The remainder of the article proceeds as follows. In section “Theoretical background and hypotheses,” we review the literature on the role of politicization with a stakeholder approach and analyze the governance problems due to this issue in the Spanish
Theoretical background and hypotheses
The board has been traditionally understood as the most important mechanism of the internal control system (Jensen, 1993). Thus, academic research has been focused on the search for an optimal board composition to minimize managerial discretionary behavior, reduce conflicts of interests among the different stakeholders, and finally, create value. However, there are some reasons why the pursuit of this ideal board is more complex in banks than in non-financial companies (John et al., 2016; Macey & O’Hara, 2003; Mehran et al., 2011). First, the complexity of the financial products and services provided by financial institutions and the opacity of the banking business (Andres & Vallelado, 2008; Levine, 2004) make it difficult for external agents to monitor their activities. This increases the relevance of the board of directors as a key mechanism for monitoring banking activities. Second, the high leverage of banking entities and the special (and weak) situation of depositors (as they have a double role as customers and contributors of financial resources) lead to high regulation of financial entities, including some mandatory guidelines about the composition of their boards (Freixas & Rochet, 1997; Heremans, 2000). Finally, the significant positive (their role in monetary policy that facilitates access to credit) and negative (the high risk of bank runs) externalities contributed by the banking business to all its economic agents require the study of the decision-making process of financial entities (including their board) from a broader perspective.
As such, banking entities are complex organizations that affect and/or involve many stakeholders and consequently, their governance is particularly challenging. From a theoretical approach, this large number of agents with a stake, or groups of interest, induces the study of banking entities under theories that take into account all such interests (García-Cestona & Sagarra, 2014). In this sense, while the agency theory considers that the governance mechanisms should be designed to ensure the maximization of shareholder value, the stakeholder theory (Clarkson, 1995; Freeman, 1984) maintains that the organization should be guided by the interests of all its stakeholders and thus, its governance mechanisms should be aimed at the welfare maximization of all the stakeholders. Therefore, the stakeholder theory leads to a broad vision of the role (and configuration) of the board of directors that is more in line with our conception of the banking business.
Spanish cajas from a stakeholder approach
This concept of
The distribution of these control rights was performed for the general assembly (a governing body with functions similar to the general shareholders’ meeting in limited liability companies), the board of directors, and the control committee (charged with overseeing the board’s actions). Regional and state laws defined the voting power of each group of stakeholders through a quota system. The entity’s statues describe the composition of
On
Under this theory all stakeholders defend their own interests and avoid being expropriated. However, the division of control derived from the multiple interests of the different stakeholders and the conflicts that may arise among them can create mistrust that leads to deadlocks in decision-making (Tirole, 2001). Moreover, though all stakeholders are represented on
Several studies describe the benefits of inviting politicians to join their boards (e.g., Galaskiewicz & Wasserman, 1989; Hillman et al., 1999; Pfeffer, 1972), especially within more heavily regulated industries (Hillman, 2005), such as the banking industry. However, recent studies (Chaney et al., 2011; Sun et al., 2016) examine some other “dark sides” of politically connected boards. As Sun et al. (2016) show for a sample of Chinese firms, a board with political directors can also serve to buffer the legal and regulatory disciplinary pressures against blockholders’ appropriation, thereby making it easier for blockholders to extract rents. From this perspective, when control rights are accumulated in the hands of a group of stakeholders whose members do not bear the residual risk of their decisions, there may be potential problems of expropriation for other stakeholders, especially when there are politicians on the board. These problems, analogous to the traditional governance problem between majority and minority shareholders in stock companies (often termed “principal–principal” conflict), are more relevant in
The politicization of the Spanish cajas
The politicians assume a key role because the legislation gives them high voting quotas as representatives of the public administrations in the government of the
In any case, when public administrations are the dominant stakeholder in
Almost two decades after the approval of the LORCA, Spanish authorities passed the Law 44/2002 on measures to reform the financial system (see Table 8 in Appendix 1). Following European directives, this law was promulgated in the guise of increasing the efficiency of the financial system and also preventing the
This re-balancing of powers (which continued with subsequent laws enacted in 2010 and 2013) sought for the aims of the
However, we argue that all these studies have not considered the problem of politicization in all its dimensions and complexity. First, from a quantitative viewpoint, they have understood politicization in a formal sense, that is, they have measured it by using the nominal percentage of votes allocated to politicians (i.e., considering only the percentage of seats assigned to public administrations). Second, from a qualitative perspective, the political interests of directors can be interfering with the positive influence that their other characteristics (such as financial expertise) may have on
A new quantitative dimension of politicization: the role of politicians in disguise
The quantitative dimension is related to the way in which researchers measure politicization. As Cuñat and Garicano (2010) point out, Spanish
The process of selecting directors on
Here, we defend the idea that the presence of these
A qualitative dimension of politicization: financial expertise
For the qualitative dimension of politicization, we refer to the consideration of political interest in combination with the rest of the director’s characteristics. Specifically, we focus on the potential differences in the influence of politicians on
The most recent literature on boards has emphasized the importance of incorporating qualified directors with proven experience in the sector to improve the board’s effectiveness (Dass et al., 2013; Drobetz et al., 2015; Faleye et al., 2013; Papakonstantinou, 2008; von Meyerinck et al., 2016). This experience is especially relevant in complex industries, such as the new technology or financial sectors.
We find empirical evidence to support this positive effect on the entity’s results in the banking industry (Aebi et al., 2012; Hau & Thum, 2009). In the Spanish
However, none of these studies have investigated the concurrence of both politicization and financial experience in a director. As Adams (2017, p. 67) notes, “directors are not one-dimensional; directors have multiple attributes, each of which may or may not add value to the firm.” If we consider only the effect of a director with previous financial experience, we would expect an improvement of his or her effectiveness on the board, both as a monitor and an advisor. As several studies show, this feature can even improve when combined with other complementary factors (i.e., independence) related to the increase in the director’s effectiveness, either as a monitor or an advisor (Gul & Leung, 2004; Kroll et al., 2008). However, we wonder here what happens when the two features that interact have an opposing effect on the entity’s performance. Specifically, we examine which is the prevalent influence of a director with previous financial expertise, also on the condition of being a “politician.”
Following Hillman and Dalziel (2003), an increase in board capital (that is, knowledge, experience, etc.) only improves its capacity to monitor and/or advise when the directors who own the capital are motivated to use it. In the case of political directors with financial expertise, we consider that although they do have the knowledge/experience to improve the board’s effectiveness (and thus the entity’s performance), they do not have the motivation to do so because, as we explained previously, they do not usually pursue higher profitability but rather use the entity’s resources to support their social or political interests.
We expect that political directors use their financial skills to justify self-serving decisions instead of those that benefit the organization because previous research finds that political beliefs (often the basis of political status) endure throughout an individual’s lifetime and provide structure to his or her thinking and actions (Ashton et al., 2005; Park et al., 2019). Moreover, when a director maintains political connections, he or she develops a sense of group belonging that becomes a part of his or her identity (Smith & Mackie, 2008). This group feeling motivates the “individual toward attitudes, behaviors, and decisions that promote the in-group . . ., and maintain in-group membership through compliance with in-group norms” (Devine, 2015, p. 512). The psychological attachment to an ideological group, also known as social identity, can represent a process of depersonalization “whereby people come to perceive themselves more as the interchangeable exemplars of a social category than as unique personalities” (Roccas & Brewer, 2002, p. 50). In this sense, the motivation of a political director when making decisions on
Empirical analysis
Sample, model definition, variables, and methodology
In this study, we focus on the analysis of the boards of 45
We have the following model to test our hypotheses
where subindex
Our hand-collected data allow us to identify the number of POLITICIANS IN DISGUISE ON THE BOARD; that is, directors who formally represent other groups of stakeholders, but maintain political connections (i.e., affiliated with a political party or appeared on their electoral lists; POLITICIAN_IN_DISGUISE). We can also combine both politicization and previous financial experience to create the POLITICIANS WITH FINANCIAL EXPERTISE ON THE BOARD (POLITICIAN_EXPERT) variable.
As CONTROL VARIABLES, we include those related to the board,
Table 1 summarizes the measures of all variables, and the hypothesis to which they are connected.
Description of variables.
ROA: return on assets; GDP: gross domestic product.
As our sample includes 7 years of data, we use a panel data analysis to test the hypotheses. This panel structure allows us to consider the unobservable and constant heterogeneity of each firm and examine the response processes over time (Arellano, 2003), which reduces the omitted variables problem (Hsiao, 2003). Specifically, we use fixed- and random-effects methodology to address the problems of unobserved heterogeneity by introducing additional firm-specific error terms that can be either fixed over time for each firm (fixed-effects models) or may vary randomly over time for each firm (random-effects models). To evaluate what type of effect best describes the model, we use the Hausman test.
The problem of endogeneity in
Descriptive statistics
Table 2 provides a summary of the descriptive statistics of our sample (Table 9 of Appendix 1 describes the
Descriptive analysis of the variables.
ROA: return on assets; GDP: gross domestic product.
As in previous studies (i.e., Azofra & Santamaría, 2004; Crespí et al., 2004; Fonseca Díaz, 2005; García-Cestona & Sagarra, 2014; García-Meca & Sánchez-Ballesta, 2014; Melle Hernández & Maroto Acín, 1999), we find high levels of board politicization. More than half of the directors maintain some type of political link, either representing public administrations (NOMINATED_POLITICIANS) or other groups of stakeholders (POLITICIAN_IN_DISGUISE). According to the descriptive statistics, nearly 41% of the seats are allocated to public administrations by
Our results also show that most of the financial experts lack any kind of political connection. As we can see, 13% of the
Explanatory analysis
After describing the variables, we proceed to the empirical testing of the theoretical model using the panel data methodology. For all estimations, we test for multicollinearity with the variation inflation factors (VIF). For greater transparency and rigor, we first test the model by incorporating each variable separately (POLITICIAN_IN_DISGUISE and POLITICIAN_EXPERT), and then include both together (see Table 3).
Testing of Hypotheses 1 and 2.
Coefficients and standard errors (in parentheses) of the model estimations using fixed- and random-effects. Variables are defined in Table 1. ROA: return on assets; GDP: gross domestic product; VIF: variation inflation factors.
Significant coefficients at 90% level.
Significant coefficients at 95%level.
Significant coefficients at 99% level.
Our analysis results show what we hypothesize—board politicization has a negative effect on
We also include the traditional measurement of board politicization in the model (Azofra & Santamaría, 2004; Crespí et al., 2004; Fonseca Díaz, 2005; García-Meca & Sánchez-Ballesta, 2014; Melle Hernández & Maroto Acín, 1999), namely, the percentage of directors who officially represent the public administrations (NOMINATED_POLITICIANS). But, in line with the latest empirical findings (Cuñat & Garicano, 2010; García-Meca & Sánchez-Ballesta, 2014), our results show a lack of influence of this variable on
Moreover, the results in our tables show that the percentage of directors with financial experience on
Sensitivity analysis
Here, we present some assessments on how politicians influence
Sensitivity analysis. Description of variables.
First, to further analyze why
Sensitivity analysis for politicians in disguise.
Coefficients and standard errors (in parentheses) of the model estimations using fixed- and random-effects. Variables are defined in Table 1. ROA: return on assets; GDP: gross domestic product; VIF: variation inflation factors.
Significant coefficients at 90% level.
Significant coefficients at 95%level.
Significant coefficients at 99% level.
Second, after finding that the influence of
Sensitivity analysis for politicians in disguise (continuation).
Coefficients and standard errors (in parentheses) of the model estimations using fixed- and random-effects. Variables are defined in Table 1. ROA: return on assets; GDP: gross domestic product; VIF: variation inflation factors.
Significant coefficients at 90% level.
Significant coefficients at 95%level.
Significant coefficients at 99% level.
Finally, we explore the influence of political directors who also have financial experience in depth. To do so, we first calculate a dummy variable to measure whether there is at least one politician with financial experience on the board (DPOLITICIAN_EXPERT), and build an additional variable that measures the effect of financial experts who have no political connections (NON_POLITICIAN_EXPERT). As we can see in the first two columns of Table 7, the presence of at least one director on the board with combined previous financial experience and political interests (DPOLITICIAN_EXPERT) has no effect on
Sensitivity analysis for politicians with financial expertise.
Coefficients and standard errors (in parentheses) of the model estimations using fixed- and random-effects. Variables are defined in Table 1. ROA: return on assets; GDP: gross domestic product; VIF: variation inflation factors.
Significant coefficients at 90% level.
Significant coefficients at 95%level.
Significant coefficients at 99% level.
Conclusion
For years, academics and the public discussed the politicization of the governing bodies and their influence on
Our study shows that the level of politicization in
Analyzing the detrimental effect of
The existence of
We also find that when the director is politically motivated, the positive value of the directors’ experience is lost. Our results show that political interests interfere with a financial expert’s effective decision-making ability. Here, we deal exclusively with the effect of the conflict between professional experience and political interests, but the analysis could be extended to other types of conflicts due to professional interests (such as participation on the board or ownership in other companies), or personal connections (like alignment of votes between directors linked through their university, membership in exclusive clubs, or nationality), among others.
Therefore, both for future academic research and in hiring directors in practice, we highlight the need to think of directors in a more holistic way; that is, we cannot evaluate their independence, political motivations, or professional experience in isolation because all of these factors influence the directors’ actions, and thus their decision-making. In this line, the European Regulation
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and consequent adaptation of Spanish legal framework (Bank of Spain, 2016) emphasize this holistic nature of directors, when they are required not only the necessary knowledge and experience to effectively accomplish their role, but also they ought to act with honesty, integrity and independence of mind. This independence of mind assessed in the guidelines of the European Banking Authority (EBA) refers to the potential conflicts of interests that would impede the directors’ ability to perform their duties independently and objectively, and it explicitly alludes to the political influence or political relationships as a situation that could create this kind of conflicts, see Guideline 109 (f) on EBA/GL/2017/12 and Guideline 84 (g) on EBA/GL/2017/12. In Spanish
Footnotes
Appendix 1
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Acknowledgements
The authors gratefully acknowledge the helpful suggestions received from the two anonymous reviewers and the Associate Editor, Mircea Epure. The authors also thank the comments received from B. Arruñada, G. Natividad, A. Martín, V. Salas and N. Suárez, and the participants at the ACEDE Conferences held in Vigo and Valladolid.
Declaration of conflicting interests
The author(s) declared no potential conflicts of interest with respect to the research, authorship, and/or publication of this article.
Funding
The author(s) disclosed receipt of the following financial support for the research, authorship, and/or publication of this article: This work was supported by the Spanish Ministry of Economy and Competitiveness (Grant ECO2017-85356).
