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Institutional EYE

Commentary on Corporate Governance Issues

Stock exchanges – the more the merrier?

It is hard to argue against SEBI’s intent to foster competition for stock exchanges and depositories. However, it is unclear if adding more stock exchanges will accomplish the desired outcome. While ownership regulations are being eased to lower entry barriers, SEBI needs to ensure this be done with stronger guardrails.

Competition is essential for continuous improvement to products and services, and to this extent, the intent of fostering greater competition for stock exchanges and depositories is in the right direction.

Increasing use of technology, breakdown of trading platforms, co-location issues, have all laced the ‘equity’ exchanges. Commodity exchanges too have seen their fair share of scams. While the regulator can provide an enabling environment, it cannot run the exchange. Therefore, the most enduring solution to customer delight is market-driven competition.

Will having more stock exchanges and depositories achieve that objective? SEBI, in its January 2021 discussion paper on “Review of Ownership and Governance norms for facilitating new entrants to set up Stock Exchange / Depository” believes it will.

SEBI has argued that newer technologies of block chain and distributed ledgers will bring an innovative element to trading and price discovery, and perhaps that will. If nothing else, it will increase the technology intensity of trading from its current levels.

Yet, India had over 20 stock exchanges in the past – most of them being local / territorial. Although the Calcutta Stock Exchange continues (largely in name only), none of the other local / territorial exchanges survived against the size and liquidity of NSE and BSE. This is in line with global trends where multiple exchanges have converged into one dominant exchange. Other than USA, most of the other dominant equity markets – London, Tokyo, Singapore, Hong Kong all have a single stock exchange. And in USA too, these stock exchanges operate in niches.

This convergence to one exchange is testimony that liquidity begets liquidity. Adding more exchanges to the mix is unlikely to create competition – BSE has been trying to regain its lost market share on equity trades from NSE, but this has been a slow burn. Similarly, the Metropolitan Stock Exchange has not been able to make material inroads into equity trading. Force splitting liquidity across exchanges will be deleterious. While it will result in more arbitrage opportunities, it will also increase transaction costs, increase the bid-ask spread, and impact efficient price discovery.

Having decided to lower entry barriers, there are dangers to allowing 100% ownership of exchanges – even if it is for just the first ten years.

Ab initio, SEBI will need to debate who will be given a license to start an exchange. The banking regulator has been reticent in allowing corporate houses to own banks. Dr. Raghuram Rajan, former Governor RBI, raised a prescient issue that some industrial houses constantly gain power, an issue that needs to be constantly examined. And so may be the case for allowing corporate houses to own stock exchanges. Therefore, simply asking promoters to have a minimum of five years’ experience in either capital markets or the fintech industry is not sufficient. SEBI needs to articulate how it will address potential issues around conflict of interest for the owners of the new stock exchange.

SEBI’s solution on strengthening the governance structure of the new stock exchanges and depositories by increasing the number of public interest directors on board committees is merely in form (Exhibit 4). If investors’ outcry on the ineffectiveness of independent directors is anything to go by, this may equally become a check-box exercise.

SEBI must not allow disruption for disruption’s sake. What SEBI needs are entrepreneurs with a purpose, which will involve an objective assessment of conflict of interest, as much as a subjective assessment of intent. But there is no clear path on how SEBI can assess intent.

Stock exchanges and depositories aid SEBI in its market surveillance, making them quasi-regulators and to that extent, public fiduciaries. This role was recognized by the Bimal Jalan Committee, which therefore mandated dispersed ownership of stock exchanges and depositories. If SEBI is to allow single ownership to an individual or an institution, it would be better placed in removing this regulatory function from stock exchanges and centralizing it under its own umbrella. In the past SEBI had proposed doing so through a Central Listing Authority, an idea that now needs to be resuscitated. This will allow SEBI to build capacity and strengthen its surveillance function. In doing so, however, stock exchanges will become purely commercial enterprises that provide a platform for trading. Commercial compulsions will drive better product design and service, but such compulsions could override the role of being a market fiduciary. To this extent, market participants will expect stronger oversight from the regulator.

SEBI is attempting to redefine the trading landscape with the innovation that newer technologies can bring. While the intent is forward-looking, it must bring in stronger guardrails to protect investors against a pure profit motivation. Otherwise, it must continue with the idea of maintaining dispersed ownership.

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