We study whether two key functions of bank boards, monitoring and advising, are effective in preventing misconduct in banks. We use regulatory enforcement actions issued against US banks to identify banks that engage in misconduct. We rely on metrics related to the social connections of directors to measure board monitoring and advising. Board monitoring is defined as the fraction of directors who are appointed before the current CEO takes office. Board advising is calculated based on the total connections that board directors establish with directors of other boards. We find that both board monitoring and advising are effective in preventing misconduct by banks. Further analysis reveals that while better monitoring by boards prevents all categories of misconduct, better advising prevents misconduct of a technical nature. Our results are robust to a number of CEO-, board-, firm-specific controls as well as a two-stage instrumental variables (IV) analysis that circumvents endogeneity concern. Finally, we find a positive relation between the announcement returns and our board measures, implying that effective boards are associated with less severe misconduct. We study three mechanisms that explain the results. First, we find that effective boards are associated with safer bank fundamentals. Second, effective boards increase the likelihood of misconduct detection. Third, effective board monitoring is associated with higher penalties imposed on the CEO if misconduct is revealed. Our paper offers novel insights on how to structure boards to prevent bank misconduct. First, the results of our study imply that the advisory function of boards deserves more attention as part of the governance process. Second, we show that conventional board measures such as board independence and financial expertise have no measurable effect bank misconduct being committed or detected. By contrast, the board metrics related to monitoring and advising we study in this paper are important predictors of misconduct. Thus, governance metrics revolving around CEO connections warrant more attention from regulators, investors and governance activists.
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