In 2013, the rules and guidelines that govern the choice of members of the governing bodies of financial institutions established the co-responsibility of the financial institutions and the proposed individuals, through assessment principles and criteria called Fit and Proper. The word Fit is related to the assessment of technical competence and the ability to meet the responsibilities that await them. The word Proper respects the assessment of integrity and suitability for the role.
Article by Duarte Pitta Ferraz and Teodora de Castro | Reading time 23 minutes
Strengthening Governance
In 2013, the European Parliament and the Council approved a directive that introduces significant qualitative changes to the evaluation process (Fit and Proper), required for the qualification of members of the governing bodies of financial institutions. These rules and guidelines establish the co-responsibility of the financial institutions and the proposed individuals - and in a way the supervisors, as it is from them that the final decision emanates - in the process of their choice to exercise functions in financial institutions. They establish principles and evaluation criteria called Fit and Proper. The word Fit is related to the assessment of technical competence - academic and professional - and the ability to fulfill the responsibilities of their positions as members of the governing bodies. The word Proper refers to the assessment of integrity and suitability for the role.
The F&P assessment resulted from the need to correct management deficiencies identified in the banks' government, which led management to take excessive risks and allowed inappropriate remuneration practices [1]. They were focused on immediate results, which allowed them to qualify for bonuses - variable remuneration - without considering the long-term risks they decided.
Those guidelines aim to improve the financial culture and develop managers capable of making decisions that result in ‘good profit’ and sustainable organizations. In particular, with capacity and resilience to avoid avoidable excesses and losses resulting from decisions leading to financial instability. This goal, in some way, underlies a component of the 'spirit of mission' that safeguards a collective asset - the Financial Institutions. Safeguarding, in particular, the main stakeholders - depositors -, as these jointly hold higher liquidity than shareholders hold in capital and bondholders in loans.
The evolution of the complexity of the financial activity, namely its globalization, reinforces the need and the consequent demand for better-prepared people, personally and professionally, both in financial institutions and in supervisory authorities, in order to be able to make informed decisions. The concept of F&P [2] is closely linked to corporate governance in Directive No. 2013/36 / EU, of 26 June 2013, which reviews access to the activity of credit institutions and investment companies, as well as their prudential supervision.
This Directive complements the guidelines of the EBA - European Banking Authority [3] and ESMA - European Securities and Markets Authority, as well as the NCA [4] - National Competent Authorities.
In Portugal, it is implemented with changes introduced, namely, to the General Regime of Credit Institutions and Financial Companies ('RGICSF') and by Instruction No. 12/2015, of the Bank of Portugal (national NCA) regarding the F&P of credit card holders positions with management (executive directors) and inspection (non-executive directors and members of fiscal councils) functions, to ensure the sound and prudent management of the institutions. The new RGICSF establishes that the assessment of the aptitude of the members of the management and supervisory bodies, as well as of those who perform essential functions, which the Bank of England calls SMR - The Senior Managers Regime - is primarily the responsibility of the institution that must establish a strict policy of selection and assessment of the adequacy of the members of its bodies, as well as its composition as a whole. This assessment considers relevant facts, namely about how the person manages his business and exercises his profession, not being limited to situations of condemnation in judicial proceedings, as it must also cover pending cases. As a result of this change, institutions must justify to the Banco de Portugal the people chosen to exercise their functions.
Cumulative verification of standards of suitability, independence, availability and professional qualification is required, in order to ensure that the members of the governing bodies perform prudent management and non-executive directors, who have supervisory responsibilities on the boards, as well as inspection bodies carry out it rigorously and robustly.
The requirement methodology is not yet consistent in the European Union, with countries (eg England, Sweden, Romania) where best practices are more advanced, requiring the presentation of the selection process that led to the choice of people among a range of potential candidates, and there are also interviews with supervisors to assess not only the candidates' technical capacity but also their psychological profile.
Supervisors should approve a person only when they are satisfied with the skills and suitability to perform the controlled functions to which they apply. The F&P test is a reference used to assess whether a person has the appropriate profile to perform a controlled function, and does not constitute an exam. This process is continued and, at a time of reassessment of these people, these criteria continue to apply and, if evidence of non-compliance with the requirements is identified, the action is taken.
The assessment must be carried out at the time of appointment, but the directive requires that the assessment be continuous during the exercise of each term.
From Bretton Woods to Fit and Proper
After Bretton Woods, it evolved into an international financial system, where financial actors are networked, capital, liquidity, and risk circulate between different origins and destinations, and technology, by dematerializing financial activity, made it complex and intangible, which enhances systemic risk.
The science of corporate management has been developing the most rational decision-making process possible - often automated and using artificial intelligence -, aiming to provoke rational reactions from organizations' stakeholders, with the aim of reducing subjectivity, uncertainty, latent dangers, and the underlying conflicts.
The financial crisis and the corresponding financial instability, emerged as a 'black swan', as there was no awareness of the interconnection of economies and financial systems, namely in terms of liquidity, capital and risk. The correction of this led to the revision of several mechanisms to ensure financial stability - of which a relevant milestone was the creation of the Banking Union -, with the aim of contributing to the financial sustainability of banks and economies.
This latest financial crisis had its main origin in scandals about bad management practices in unsuspected countries and banks, with bankruptcies and bailouts of financial actors. The risk of systemic contagion emerged, causing financial, economic and social instability.
It emerged from the crisis that leaders were often not Fit (nor Proper) to manage organizations interacting in an international network, in a puzzle-superstructure paradigm [5] and that, despite the recognition of globalization, they rarely considered issues related to geostrategic, geoeconomic, geopolitical and mainly geofinancial movements [6], which are not yet taught in management schools and are essential in today's global world. The need for a solution to mitigate the situation is reinforced, with the need for demanding corporate governance emerging, based on 'capable' and 'appropriate' leaders to manage transnational institutions, technologically in rapid evolution, seeming more intangible due to geographical dispersion.
In the 21st century, the most popular cases - both in the financial sector and in the non-financial sector - generated the need for reflection on the F&P assessment to be more demanding and robust across the board, in order to be effective. The financial sector serves the whole of society and cannot change the cause of crises alone by having F&P managers when state governance at the level of political actors and other economic agents does not adopt a demanding practice either. In fact, science is peaceful in accepting that governance, in order to be effective in the private sector, must first meet, in particular, requirements and principles emanating from the public sector. Its governance includes stability and predictability (e.g. rule of law, fighting corruption), quality of rules and enforcement, transparency in disclosures, active regulators, protection of minority shareholders and market discipline.
Deficiencies in the supervision and inspection by the members of the governing bodies with this specific responsibility - non-executive directors and fiscal councils - were also identified, as well as the weak quality of evaluation of the internal and external auditors [7]. The former had a primarily transactional focus, not taking into account in the internal audit plans the risks that were accumulating on the balance sheet, as well as the risk appetite and capacity, capital and liquidity levels, and some external auditors did not exhibit demanding standards in their reports that would lead to qualifying them.
On the other hand, market supervisors and their actors - with a physical presence in the main banks - had a methodological approach such as 'remote control' or light touch [8] using the expression of Mark Carney, Governor of the Bank of England, based on a paradigm of trust in supervised institutions. The evolution of the technological and financial environment generated a complexity that was not adequately monitored by the supervisors, ensuring that they themselves were F&P in the new paradigm.
Since 2015, financial institutions are required to adopt a more rigorous and robust policy for the selection and evaluation of those members, which includes the creation of a Nominating Committee, as well as the co-responsibility of the financial institution that indicates those members in relation to their F&P.
In addition, the constitution of each and all governing bodies must obey diversity criteria [9] that include, in particular, gender, professional experience, area of specialty, independence, which allow the assessment of the organ's F&P as a whole.
Financial culture and decision-making
The financial sector has its own financial culture that cuts across national and international actors, constituting an ecosystem [10], so it is relevant to understand how the F&P process fits into the financial culture and decision-making process.
Interdependencies and network interconnections are based on a common financial culture characterized by a financial imagination that creates the notion of an imagined community, based on concepts [11] such as: run together, follow the leader, inherit behavior (herd behavior) and tacit bargain (tacit negotiation), behaviors that promote the spread of good and bad practices. This ‘community’ has the ability to regulate without representation (self-regulation - Soft Law) and has the perception of risk control by acting under the same models, rules and operating and technical standards that standardize performance and automate it.
It also has the ability to fictionalize realities with the power of the information it manages, projecting perceptions of risk or opportunity in society, aided by narratives from an integrated media meta-network that disseminates information dynamically and instantly.
This financial culture determines the character of the system's actors, shaped by rules and technology that overcome barriers - linguistic, physical and cultural -, creating a community and collective identity that reflects the importance given by other powers - supranational and transnational economic - which dictate the system's governance guidelines. Hence, it is not only the financial actors who lead the governance of their activity, although they influence it through their technical capacity and control of implementation and daily action.
This culture is conditioned on its financial thinking delimited at the origin of the law and on the decentralization of competence in the decision-making process that fits its local or regional activity, but, internationally, it operates under Anglo-Saxon law. The refuge in the law becomes the paradigm that dominates the financial thinking that it operationalizes, including in the execution of the international Hard Law to combat money laundering, terrorism financing, tax evasion, among other tangible political and economic sanctions in financial means.
On the other hand, the way in which supervisors can assess in the process of continuous evaluation of F&P seems to be particularly challenging, especially with regard to awareness of the cognitive pitfalls in decision-making by members of the governing bodies. Fergusson [12] found that managers succumb to cognition traps such as the 'bias of availability' bases the decision on information available immediately, which is not an informed decision, and the 'bias of retrospective', which leads to a greater probability to events that have already occurred, than to events that have not occurred.
Also, the heuristic disposition, through which pre-conceived value judgments interfere with the cost-benefit assessment, or the contamination effects, through which we let irrelevant, but immediate information, contaminate a decision, or induction, which leads to formulate general rules, based on insufficient information, constitute factors of cognitive traps. Other factors include neglect of scope, which prevents adjustment proportional to what there is a predisposition to sacrifice, avoiding evils of different orders of magnitude, or over-reliance on calibration, which leads to underestimating the confidence intervals of the robustness of the decision maker's calculations and also the 'passer-by apathy', which inclines to abdicate individual responsibility when inserted in a group.
The culture that involves "running together" is based on shared expectations, but the escalation is created from the incremental decisions incorporated in each successive negotiation, enhanced by the referred cognitive traps. As advocated by Clark [13], unforeseen events change market expectations, which may add up over time to capital flight (and liquidity) and risk export, previously favored.
Single Supervisory Mechanism (MUS)
The Single Supervisory Mechanism (MUS) is a banking supervision system that integrates the European Central Bank (ECB) and the NCA - Competent National Authorities -, which includes Banco de Portugal, having started operating in 2014. The ECB ensures the effective functioning of the SSM, with the NCAs responsible for assisting it in exercising prudential supervision. The MUS supervisory model distinguishes between significant credit institutions (SSE - Significant Supervised Entities) - directly supervised by the ECB - and the least significant (LSI - Less Significant Institutions) under the direct supervision of the NCA that articulate with the ECB for the Zone Euro that has indirect supervision, adopting quantitative and qualitative criteria.
The range of institutions subject to the MUS regime is broad, including those classified as systemic, but also the least significant - where concerns regarding the prudential supervision of capital and liquidity ratios, business models, profit drivers, credit risk control emerge, NPE - Non Performing Exposures and internal government - being subject to greater harmonization of supervision, requiring corporate bodies that meet the same standards of rigor and robustness, despite its smaller size, therefore applying the 'principle of proportionality' [14]. This aims to ensure that the internal government provisions must be compatible with the risk profile and the business model so that the regulatory goals are effectively achieved. In particular, it takes into account the size, internal organization, complexity of activities. Significant institutions must have more sophisticated governance arrangements.
The F&P guidelines issued by the EBA - European Banking Authority - for the Euro Zone by the European Central Bank - are aligned with other regulatory and supervisory bodies in the international financial system, aiming to reduce different perceptions and interpretations resulting from common sense that, individuals and society, in particular, develop within their cultural environment. These guidelines are structured in six principles that contextualize the criteria for assessing individuals to exercise management, supervision (assigned to non-executive) and inspection functions in financial institutions.
Fit and Proper principles of evaluation [15]
Six guiding principles were developed for conducting the process of evaluating potential and current members of the financial institutions governing bodies.
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The first principle relates to the Primary Responsibility that supervised credit institutions have in selecting and appointing people to the governing bodies and must ensure that they meet the requirements of adequacy (Fit) and aptitude (Proper). This process involves carrying out assessment steps before the appointment, but also, on an ongoing basis, to ensure that if a significant change occurs about the person, the institution evaluates the same. This process involves transparent cooperation in the relationship with the ECB and/or the NCA.
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The second principle refers to the concept of Gatekeeper, which resides in the ECB and the NCA. This principle is intended to prevent people who have the potential to pose a risk to the proper functioning of the management body (and supervision of executives) or inspection, from entering or remaining in office when a question arises about their suitability and aptitude. The ECB or the NCA act as Gatekeepers to ensure that the supervised entities comply with the requirements, and that robust governance structures are in place to carry out the punctual and ongoing assessment process.
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The third principle concerns Harmonization, which has been a challenge not only in the Eurozone, but mainly at the level of the European Union, where the objective of maintaining financial stability is a permanent concern, but where there is a lack of harmonization in critical themes. These derive from different interpretations and the influence that different cultures can have in this process, impacting the levels of demand now required. The ECB's supervision of the adequacy (Fit) and aptitude (Proper) of the members of the governing bodies should ensure a high level of harmonization, both in the Euro Zone and outside it. Greater coherence and convergence seems to be necessary, as the identification of numerous divergences occurs in supervisory policies, processes, and practices, resulting from different interpretations of the applicable evaluation criteria.
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The fourth principle concerns Proportionality, a criterion related to the assessment made on a case-by-case basis, since it implies that the application of the adequacy criteria can be proportional to the size of the entity and the complexity of activities, as well as the specific function to be performed. However, the application of the principle of proportionality, explained above, should not lead to a decrease in standards, but may result, however, in a differentiated approach, depending on the level and areas of knowledge and experience. In all cases, the assessment can be considered to involve the individual analysis and judgment - Proper - of the ECBand/or the NCA, which may introduce factors that are too subjective.
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The fifth principle deals with the process - due process - and justice - mechanisms of appeal - based on the fact that the supervision of adequacy and suitability is strongly guided by procedures. The supervised entity is the applicant in the F&P procedure, however, the supervisee and nominee's rights may be affected by the supervisor's decision - judgment - on the candidate's aptitude and suitability. In these situations, both enjoy procedural guarantees set out in the MUS Regulation and the MUS Framework Regulation. The ECB has a duty and to decide based on information that can be considered material and relevant to the balanced adjustment and assessment, weighing the factors in favor and against the nominee. The suitability and suitability assessments are confidential, and the appraiser may appeal against them, as the decision must fit into the principles of the European Union administrative law, as well as the recent European Union data protection law.
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The sixth principle deals with continuous interaction with supervision, considering that the assessment of adequacy and aptitude, feeds the continuous supervision of the government of an institution, especially concerning the composition and functioning of the governing bodies. Proper and appropriate assessment can lead to decisions that need to be followed up continuously. On the other hand, continuous supervision can also provide data for evaluation, especially concerning criteria of aptitude and independence in the exercise of functions.
Fit and Proper evaluation criteria
Five evaluation criteria have been established that complement the six principles discussed above. They include the practical and theoretical experience of the members of the governing bodies, the word "experience" being used in a broad sense, that is, covering the practical and professional experience acquired, as well as the theoretical experience through academic education and professional training. The proportionality principle is inherently applicable since the level of experience required depends on the characteristics of the specific role and the institution. The more complex it is, the more experience will be required, namely in financial markets, regulatory framework, strategic planning, risk management, audit, capable of ensuring effective governance, supervision, and controls. Another criterion concerns the reputation analyzed under the principle of proportionality, which is linked to the guarantees given in a paradigm of sound and prudent management.
Another relevant criterion in the profile assessment concerns the potential conflicts of interest and independence of spirit, which require that the members of the governing bodies must make pragmatic, informed and realistic comments, be objective and make independent decisions, acting with the independence of mind.
Non-executive directors are also required to challenge executive directors in the decisions they make and propose in the governing bodies. The financial institution must have government policies to identify, disclose, mitigate, manage and prevent conflicts of interest, whether real and potential or perceived by the public. A conflict of interest occurs if obtaining the interests of a member may affect the interests of the supervised entity and represent a material risk. However, having a conflict of interest does not necessarily mean that a nominee cannot be considered suitable if that conflict can be properly eliminated or mitigated.
The commitment of availability of time for the exercise of functions is also considered indispensable and, therefore, has to be evaluated in the process. The time that a member of the governing bodies can devote to functions can be affected by several factors. These include the number of places you exercise in other entities, the hours spent in these functions, the size of the entities, the nature, scale and complexity of the activities, as well as the country where they are located. Other professional or personal commitments and circumstances are also considered. Finally, the collective adequacy of the governing bodies, involves the self-assessment and continuous supervision of corporate governance, with the supervised entity having the primary responsibility for identifying potential gaps in the collective adequacy.
In the last decades, the governing bodies of many banks have been characterized by having executive and non-executive directors (executive supervisors) and supervisory bodies that did not manage the potential (and real) loss of value, as their F&P profile was not robust, namely in three of the criteria required today. The first concerns the non-adoption of rules that would avoid conflicts of interest and independence of mind, with conflicts between direct public and private interests, interests crossed in economic groups with evident conflicts of interest, as well as (often negative) interaction with politicians. The second was related to the lack of commitment to the availability of hours, namely of non-executive directors and supervisory bodies, dedicated to their supervisory and inspection functions. Finally, the issue involving the dubious reputation - Proper - of corporate bodies' members, often public and notorious, without the supervision having the means to act in an intrusive, immediate and effective way.
Frequently, there were flaws in the first criterion regarding the practical and academic-theoretical experience of the appointed administrators. This was common in non-executive directors - whose main responsibility is the executive directors' supervision - without having the necessary knowledge, in addition to the incapacity and independence that they revealed, without questioning neither the information asymmetry nor the decisions and proposals that were made to the present in the council.
The requirement for detailed and specific minutes of the governing bodies and commissions emanating from them, including the members names and their specific interventions in the board, are now required and evaluated by the supervisors as part of the continuous evaluation process that they have to do with them and the globally, representing a tool to assess the effective contribution that governing bodies members make to financial institutions.
Challenges and opportunities
The new F&P guidelines, by reducing threats, however, create opportunities that are relevant challenges for three of the players in the financial system: financial institutions, supervisors and members of the governing bodies.
The F&P process dimension:
The MUS and the NCA that supervise financial institutions are faced with the challenge of their limited and qualified resources, as well as the costs to assume the process of approval and continuous evaluation of Fit and Proper. In 2017, the European Union had around 6,600 banks, of which 120 are banks classified as systemic and are supervised by the MUS, with the remainder - around 6,480 banks - supervised by the NCA. It is estimated that the MUS will have to approve and monitor hundreds of people per year in each of the European Union 28 countries.
Currently, the approval by these new corporate bodies entities, reveals a delay of months, which can affect the banks' management, putting their activity at risk and failing in the stability and predictability goal.
The challenges are also more demanding for financial institutions, which are co-responsible for ensuring that the profile of the people who make up the appointed governing bodies, remains as expected from an F&P profile.
The demandable F&P talent:
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Executive Directors must receive adequate compensation in terms of fixed and variable remuneration, which must be proportional to the responsibility, commitment, performance, activity, and size of the institution they manage, avoiding benchmarks with institutions whose size and complexity are not comparable.
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On the other hand, the remuneration of non-executive directors and supervisory bodies members must be adequate to the fiduciary responsibilities that these functions involve. This criterion relates to factors that motivate the acceptance of these responsibilities with a reduced monetary consideration, given the degree of responsibility and commitment required. It is not credible that people who assume a high fiduciary responsibility in protecting the interests of stakeholders are paid inadequately when compared, for example, with executive directors - who have to supervise and inspect - and with best practices.
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The non-financial sector has numerously regulated and supervised industries, but most of them, with a strictly technical focus (e.g., telecommunications, energy, pharmaceuticals, consumer products). The rules and guidelines, including the F&P assessment, on the internal governance of companies, could be applied with advantages to these industries and government organizations, creating a more generalized culture about management practices that aim to ensure the sustainability of organizations. In this way, preventing contagion to the financial system of bad governance practices from some of its stakeholders.
Alignment for sustainable management:
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Management should have as its ultimate goal the defense of the created value for future generations, i.e., ensuring the sustainable growth of organizations. Sound management requires that the two dimensions - strategic (non-executive) and tactical/operational (executive) - of functions and informed decisions are aligned, despite requiring different and complementary profiles of F&P. In the last few decades, it has emerged that the tactical dimension overlapped the strategic dimension and the vision embedded in the business model. The immediate result was subjugated to cyclical interests, overriding the defense of the sustainability of financial institutions, with a positive impact on society.
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Managing an increasingly international and virtual reality requires avoiding the temptation of gaming, i.e., managing the activity like a computer game. The greater the intangibility generated through digital technological evolution, the greater the difficulty in assessing.
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Preventing events that fall within the concept of the 'black swan' [17], as happened with the financial crisis of 2007, but also preventing 'an elephant in the room' [18], is one of the biggest challenges of supervisory and inspection functions. The 2007 crisis revealed that managers have succumbed to cognitive pitfalls in decision-making. Ferguson [19] found that the financial system is strongly conditioned by human behavior - its professionals and society - advocating the causes of this behavior, as a result of the system being a mirror of society. Potential cognitive pitfalls require cognition, especially regarding the immateriality and future intangibility of financial activity, the level of self-regulation and legislation that may contain supra-sectoral international political interests. Additionally, the lack of control and technological asymmetries that expose to cyber-attacks and/or instant financial instability, the asymmetry of the information propagated to project non-verifiable perceptions, as well as the cultural diversity [20] of the stakeholders (especially depositors with different interpretations of the reality and multiple needs in different geographical points), and, finally, the diversity of national interests that generate perceptions of risk with self-defense intentions. Does the complexity of this process lead to an elephant in the room? How will cognitive traps be assessed in the ongoing F&P assessment process?
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Managing simultaneous contexts of local and international realities, as well as managing diversity in order to promote healthy financial integration, requires new business models and, with them, new risks derived from the still unknown context.
To conclude, in companies in general, good governance requires an adjustment of culture, recognition of the importance of good governance, a basic governance structure and processes and governance in line with the creation of value [21] for shareholders, stakeholders, and the society.
Article originally published in InforBanca
Notes:
1. Pitta Ferraz, D.; Lopes, I. T.; Nannicini, A. (2018) “Relationship between top-executive compensation and corporate governance: Evidence from large Italian listed companies”, International Journal of Disclosure and Governance (Forthcoming)
2. Instrução n.º 12/2015, BO n.º 8, de 17-08-2015, do Banco de Portugal
3. EBA/Guidelines/2012/06, de 22 de novembro
4. NCA – National Competent Authority são as entidades em cada país responsáveis pela regulação e supervisão das instituições financeiras. Em Portugal, de acordo com o Article 40 of the Benchmarks Regulation, a ESMA indica o Banco de Portugal, a Comissão do Mercado de Valores Mobiliários (CMVM) e a Autoridade de Supervisão de Seguros e Fundos de Pensões (ASF). Em https://www.esma.europa.eu/designated-national-competent-authorities-under-benchmarks-regulation
5. Pitta Ferraz, D. (2011). Document 4 – Structured and Quantitative Research – Financial Stability. Nottingham: Nottingham Business School
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10. Castro, Teodora de (2017). Geofinancial Power - Internacional Financial Strategy and Governance. Lisboa: Universidade de Lisboa – ISCSP
11. Beck, U. (2006). Living in the world risk society. R.U.: Routledge; Castells, M. (2011). A Network Theory of power. E.U.A.: International Journal of Communication, nº 5. Clark, G. L. (2004). Money flows like mercury: the geography of global finance. Disponível em: http://citeseerx.ist.psu.edu/viewdoc/download?doi=10.1.1.194.9981&rep=rep1&type=pdf. Cohen, B. J. (2003). The geopolitics of currencies and the future of the international system. Conference on The Geopolitics of Currencies and Oil, Real Instituto Elcano, Madrid, 7 November 2003. Disponível em: http://polsci.ucsb.edu/faculty/cohen/recent/pdfs/Madrid_paper.pdf.Lawler, E. e Ford, R. (1995). Bargaining and Influence in Conflict Situations. E.U.A.: Cornell University ILR School DigitalCommons@ILR. Disponível em:http://digitalcommons.ilr.cornell.edu/cgi/viewcontent.cgi?article=1783&context=articles. Flohr, A. (2014). Self Regulation and Legalization – Making Global rules for banks and corporations. R.U.: Palgrave Macmillan. Giovanoli, M. (2013). The Reform of the International Financial Architecture after the Global Crisis. Disponível em:http://nyujilp.org/wp-content/uploads/2013/02/42.1-Giovanoli.pdf; Goldfinger, C.(1996). Géofinance, Nouvelle Finance Planétaire les Vertus du Chaos. Suíça: Le Temps Stratégique, Nº 69 - Avril 1996. La Porta, R. et al (2008). The Economic Consequences of Legal Origins. Journal of economic literature 46. Disponível em:http://www.harvardiglp.org/wp-content/uploads/2014/10/La-Porta-et-al-Legal-Orgins.pdf; Maurer, B. (2006). The Antropology of Money. California, EUA: The Annual Review of Anthropology. Disponível em: arjournals.annualreviews.org
12. Ferguson, N. (2008). A ascensão do dinheiro- Uma história financeira do mundo. Portugal: Civilização Editora
13. Clark, G. L. (2004). Money flows like mercury: the geography of global finance. Disponível em: http://citeseerx.ist.psu.edu/viewdoc/download?doi=10.1.1.194.9981&rep=rep1&type=pdf
14. Diretiva 2013/36/UE, artigo 74.º n.º 2 e EBA (2017) e EBA/GL/2017/11 - Guidelines on Internal Governance. EBA – European Banking Authority
15. European Central Bank (2017). Guide to Fit and Proper Assessments. May 2017
16. The European Banking Federation (2018) “Banking in Europe: EBF 2017 Facts & Figures”, e “List of supervised entities on 1 January 2018”, European Central Bank – Banking Supervision
17. Taleb, Nassim Nicholas (2010) #2007], The Black Swan: The Impact of the Highly Improbable (2nd ed.). London: Penguin, ISBN 978-0-14103459-1, retrieved 26 February 2017
18. Oxford Advanced Learners Dictionary (OALD), Word of the Month: Elephant in the room
19. Ferguson, N. (2008). A Ascensão do Dinheiro – Uma História Financeira do Mundo. Portugal: Civilização Editora
20. Lopes, I.T. and Pitta Ferraz, D. (2016) “The value of intangibles and diversity on boards looking towards economic future returns: evidence from non-financial Iberian business organisations”, Int. J. Business Excellence. 392 Int. J. Business Excellence, Vol. 10, No. 3, 2016 [http://www.inderscience.com/jhome.php?jcode=IJBEX]
21. Pitta Ferraz, D.; Lopes, I. T.; Hitzelberger, S. P. (2018). “The Use of Poison Pills by American Firms over the Period 1997-2015: Its Impact on Shareholders’ Value”, International Journal of Business Excellence (Forthcoming)
