THE DIRECTOR’S � BOOK

THE ROLE OF A NATIONAL THE BANK DIRECTOR DIRECTOR’S BOOK Ofice of the Comptroller of the Currency October 2010 Electronic copies of this book are available at the OCC’s Web site at www.occ.treas.gov. To order printed copies, please e-mail requests to Publications@occ.treas.gov. Or send requests to Ofice of the Comptroller of the Currency ATTN: Publications Mail Stop 2-3 Washington, DC 20219 PREFACE A bank’s board of directors plays a critical role in the successful operation of the bank. The health of a bank depends on a strong, independent, and attentive board that adopts effective corporate governance practices. The board has the fundamental responsibility of directing the management of the bank’s business and affairs, and establishing a corporate culture that prevents the circumvention of safe and sound policies and procedures. In addition, directors have certain fiduciary responsibilities to the bank’s shareholders, depositors, regulators, and communities it serves. The Ofice of the Comptroller of the Currency (OCC), the agency responsible for regulating national banks,1 recognizes the challenges facing current and prospective bank directors. The OCC published this book to help bank directors fulfill their duties in a prudent manner. The book summarizes laws and regulations that directors should be aware of and contains concepts and standards for the safe and sound operation of a bank. The Director’s Book was first published in 1987 and revised in 1997. This 2010 edition updates the guidance to reflect legal and regulatory changes since 1997. Directors should tailor their implementation of the guidance in this book to reflect the size, scope of operations, and risk profile of the bank on whose board they serve. The guidance in this book does not constitute a legal opinion that conduct consistent with it protects a director from liability. Conversely, conduct inconsistent with such guidance does not necessarily result in violation of the law and possible liability. Instead, directors should 1 The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law on July 21, 2010, provides that supervisory authority for federal thrifts is to be transferred from the Ofice of Thrift Supervision to the OCC. The date of the transfer must be within one year of enactment, with the possibility of a six-month extension. ... - tailieumienphi.vn