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Examiners will not require community banks to adhere to new risk governance standards, but they are likely to expect community bank boards to incorporate the guidelines' fundamental principles into their oversight.
October 2 -
Fed Gov. Tarullo's suggestion that directors should be more engaged in risk oversight is a dangerous development that, if implemented, would expose directors to more lawsuits and further discourage capable people from serving on boards, writes banking attorney John Gorman.
August 7 -
Thanks to enhanced regulatory expectations, directors and managers have more new responsibilities than they might realize.
August 1
Board members at smaller banks often view their annual self-assessments as perfunctory, check-the-box exercises. But the need for banks of all sizes to enhance their business models and strategic plans with insightful contributions and
Banks with assets above $50 billion that are regulated by the Office of the Comptroller of the Currency are expected to use their boards' self-assessments to identify opportunities for improvement and implement specific changes that can be tracked, measured and evaluated. There is no valid banking policy reason why board self-assessments at smaller institutions should not be held to the same standard.
Self-assessment questionnaires typically feature statements about strategic planning, the governance process, the bank's succession plan, management interactions with the board and board access to regulators. Board members are generally instructed to rate their level of agreement or disagreement with each statement on a scale of 1 to 5. Sometimes the questionnaires provide a line below each set of questions to provide directors with the opportunity to insert qualitative responses. Regardless, the process tends to have too little impact on banks' practices.
There are several practical reasons that the board self-assessment process has led to so few substantive changes at most institutions. Board members have inherent biases against rocking the boat, criticizing current board practices or identifying individual directors who are underperforming. They also have little incentive to step up their assessments: examiners of banks below the $50 billion threshold generally give boards credit simply for conducting an annual self-assessment, rarely criticizing the substance of the process or the follow-up.
Moreover, when the bank is owned by a publicly held bank holding company, the bank's legal counsel often cautions the board that negative assessments of individual directors' performance or identification of material weaknesses in board governance may require public disclosure of these shortcomings. This could in turn force the board to refrain from renominating an individual director whom management and the board regard as important to the banks business or relations with its local community.
But none of this should prevent bank boards from strengthening their governance. I suggest that bank boards focus this years self-assessment on candid qualitative and quantitative evaluations that keep the following four questions in mind.
Board composition
What changes, if any, are needed to the composition of the board, given the increased risk of cybercrime and other technology-related matters, the need to attract more millennials as bank customers and the competitive challenges posed by shadow banks?
Quality and quantity of information provided to the board
Does the board need improved, additional and/or more frequently updated information to be in a position to meet its oversight responsibilities and provide the maximum value to the bank? Consider the increased complexity of the banking business environment, the restrictions on bank activities and the heightened sanctions for instances of regulatory noncompliance. Alternatively, does the board need less data and more context?
Board training
What are the three most significant topics on which the board needs substantive training in 2015?
Access to senior management and bank regulators
To meet its responsibilities most effectively, does the board need increased interactions with specified members of senior management (other than the chief executive) and the banks regulators?
The old days of desultory evaluations are gone. Forward-looking bank boards will embrace the change.
Eric R. Fischer is a senior fellow at the Boston University Center for Finance, Law & Policy whose research focuses on bank corporate governance, board composition and director education. He recently retired as a partner in Goodwin Procter LLPs banking practice.
