Royal Bank of Scotland was once a proud and prudent Scottish institution. It turned into a financial fool, apparently throwing money at almost anyone who came through its doors offering a dire private-equity deal or a third- rate property scheme. With seemingly boundless bravado, it led the disastrous €71 billion ($94 billion) consortium bid for ABN Amro in 2007, just a year before the financial crisis, The Wall Street Journal reported in a commentary.
In short, RBS turned from careful to catastrophic, requiring a government rescue that has left British taxpayers owning 84% of the bank. Yet in the words of the U.K.'s financial regulator, "we did not identify any instances of fraud or dishonest activity by RBS senior individuals or a failure of governance on the part of the board."
Clearly, the Financial Services Authority failed to spot that anything was going wrong, as Sir Fred Goodwin, the then chief executive, and his gang were squandering the bank's heritage and its shareholders' cash. However, that the FSA should reach this conclusion after a 19- month investigation was a cause of widespread amazement when the verdict was announced earlier this month.
How could the RBS debacle not constitute a failure of governance? Those who were puzzled by this question were intrigued to read the FSA's report to see how its extensive investigation had led to such a conclusion. There has, therefore, been much criticism of the FSA's original contention that it would not be publishing its report. The issue was one of confidentiality, the organization explained.
Yet an investigation that takes 19 months to work out that "a series of bad decisions" had been made, but then keeps the details a secret just between the regulator and those it investigated is an insult to those who are paying the bill for RBS's failings. A rigorous examination of what went wrong should hold lessons for other financiers, regulators, investors and legislators.
The FSA's chairman, Adair Turner, maintained that, if he were free to do so, he would publish the report. He might then have been damned, since readers would have noted that there was no criticism of the FSA's role in the affair. That, apparently, is because "supervisory investigations" look solely at the institution under the spotlight and not those who were supposed to be watching them.
But, in a wonderfully Alice-in-Wonderland way, the FSA's decision not to proceed with any enforcement action against RBS or those who led it to disaster meant that the report had to remain confidential unless those involved consented to publication. RBS has not been prepared to consent. "Extremely unsatisfactory" is how Lord Turner described the situation, responding to a letter from the chairman of the House of Commons Treasury Committee.
The solution now proposed is not entirely satisfactory either and is unlikely to placate critics. The FSA is proposing to compile a new report, based on its investigation but also looking at any failings in the FSA's approach. (In a pre-emptive strike, Lord Turner points out this approach "we have now radically changed.")
But the new report will not contain all the information that was in the confidential one and RBS, it seems, will continue to have a right of veto over what is included. Readers will be left wondering what has been redacted, not least because of recent revelations from WikiLeaks which indicate that the current RBS chairman, Sir Philip Hampton, has a rather less flattering view of his predecessors than does the FSA. He is quoted in cables as having lambasted the bank's purchase of ABN-Amro as having been done without proper due diligence and amounting to a failure of the board in its fiduciary duties.
Lord Oakeshott, the Liberal Democrat's Treasury spokesman, has written to Sir Philip asking him to confirm that these are his views. The former directors, led by Sir Tom McKillop, the chemist who mistakenly swapped the chief executive's role at Astra Zeneca to become chairman of RBS, will, no doubt, be keen to learn of his response. It cannot deprive them, though, of the relief they must have felt when the FSA concluded that they had not failed in their governance of RBS. Read more. (Subscription required.)
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