1. Reputational Risk in a Post Dodd Frank world

2. Agenda 1) Reputational Risk and Shareholder Value 2) Sources of Reputational Risk 3)Reputational Risk and Conflicts of Interest 4)Valuing Reputational Risk

3. The Complexity of Integrated Risk Control Risk Sovereign Risk Liquidity Risk Operational Risk Credit Risk Market Risk = Reputational Risk!!!

4. Operational Risk vs. Reputational Risk- BIS People – Internal fraud – Clients, products and business practices – Employment practices and workplace safety Processes Systems External events – External fraud – Damage or loss of assets, force majeure

5. Reputational risk is driven by: A) Firm strategy B) Market and credit risk exposures C) The quality of corporate governance D) Regulatory compliance issues E) All of the above F) None of the above

6. Performance Gaps, Competition and Conflict SOCIETY‟S GENERALLY ACCEPTED VALUES – “Immoral Conduct” PEOPLE‟S EXPECTATIONS – “Irresponsible Conduct” LEGISLATION – “Illegal Conduct” ENFORCEMENT INFRASTRUCTURE – “External Compliance Failure” FIRM CONDUCT – Reputational Benchmarks – Competitive Benchmarks MARKET-BASED COMPETITIVE PERFORMANCE

7. Decomposing Reputational Events in a Going-concern Valuation Framework

8. Conflict of Interest Wholesale Domain Type-1 - Firm-client conflicts. Principal transactions. – Abusive tying. – Fiduciary violations. – Self-dealing. – Front-running. Type-2 - Inter-client conflicts. Misuse of information. – Client interest incompatibility

9. Conflict of Interest - Retail Retail Domain Type-1 - Firm-client conflicts. Biased client advice. – Involuntary cross-selling. – Churning. – Inappropriate margin lending. – Failure to execute. – Misleading disclosure and reporting. – Misuse of personal information.

10. Conflict of Interest - Hybrid Domain-Transition Type-1 -Firm-client conflicts. Suitability. Stuffing. Conflicted research. Proxy voting. Spinning. Laddering (ramping). Bankruptcy risk-shifting. Late trading. Market timing.

11. Conflict of Interest- A.G.N.Y.

12. ML’s Mission Statements CLIENT DEDICATION Our clients’ interest come first. By serving them well, we will also succeed. SUITABLE RECOMMENDATIONS Our financial recommendations are consistent with our clients’ long-term goals, financial circumstances and risk tolerance. FULL DISCLOSURE We inform our clients of the costs and benefits of doing business with Merrill Lynch. THE INTEGRITY OF MERRILL LYNCH Our principles, financial strength, service quality and market leadership provide comfort and security to our clients through good times and bad.

13. Citi & WorldCom, 2002

14. Example: GS & NYSE

15. ??? Conflicts of interest are: A) More serious in finance than in other industries B) Can be exploited even with under perfect information C) Can be exploited even with zero transaction costs D) Are more prevalent in the retail than in the wholesale sector of industries

16. SSBs Near-death Experience, 1991

17. JP Morgan and Banco Español de Crédito, 1993

18. SocGen 2008

19. ??? The shareholder costs associated with reputation-sensitive events are: A) Immaterial B) Simply a cost of doing business C) Disappear quickly from share valuations D) Are easy to measure E) Represent matters of serious concern to boards

20. Optics “Image is reality. It is the result of your actions. If the image is false and our performance is good, it‟s our fault for being bad communicators. If the image is true and reflects our bad performance, it‟s our fault for being bad managers. Unless we know our image we can neither communicate nor manage.”

21. Mervyn King Bank of England Too many in financial services have thought “if it’s possible to make money out of gullible or unsuspecting customers, particularly institutional customers, that is perfectly acceptable” Good businesses “keep a clear vision of who their customers are, and are run by people who don’t think they should simply maximise profits next week.” In the past 25 years banks have increasingly “taken bets with other people’s money” “They didn’t understand the nature of the risks they were taking”