Board Supervision PolicyINTRODUCTION
The Board of Directors of the Bank recognizes that proper supervision of the Bank and clearly defined roles will lead to an effective Board, leaving senior management to run the Bank with benefit of review and proper guidelines. Lack of prudent management can lead to insider abuse or mismanagement, placing the entire bank at risk. Directors and management could be held personally liable for inadequate or improper supervision. The ability of a bank to weather economic difficulties has been directly tied to competency of management and the Board.
DEFINITION AND PURPOSE
Through the adoption of a board supervision policy, the Board of Directors will establish their responsibilities and philosophies, how policy will be established to manage all areas, and methods to assess compliance with adopted policies. This policy will also establish standing committees and their responsibilities. The general objective of this policy is to provide management, and directors with a written reference on how the Bank will be managed.
OBJECTIVES AND GOALS
The general objective is to establish legitimate roles for the Board of Directors in managing this financial institution. The specific goals are to:
- Establish the Board of Directors in an oversight role and provide an organizational chart.
- Provide methods of adopting and revising policies needed by management for its role in daily operations.
- Provide a method for reviewing compliance.
- Communicate vision, direction, and company objectives.
The Board of Directors has adopted this policy to establish and evaluate the fiduciary responsibility it has to this institution and communicate this to management. We understand that the Board is ultimately responsible for the direction of this institution and will undertake our duties seriously, ethically, and within all legal constraints.
ORGANIZATION OF THE BOARD OF DIRECTORS
The Board will be established and organized as written in the by-laws of the institution. The Chairman of the Board will preside at all meetings and act in an advisory capacity concerning all issues before the Board. Board members perform their duties in accordance with the Board of Director’s General Guidelines. Committees will be used in the evaluation of major business operations and for any special needs that may arise. All committees will be established through board charter, elect a chairman, and be given specific responsibilities. Committees will make recommendations to the Board. Ad hoc committees will be assigned specific durations to coincide with particular project assignments. The following are standing committees of the Board:
- Audit and Compliance Committee – shall be responsible for oversight of all audit functions, including compliance with the Community Reinvestment Act, follow-up on loan reviews, response to financial and operational audit results, and correction of matters raised in regulatory and independent auditor examinations and reports. Bank officers will not serve on this committee.
- Investment/Asset-Liability Committee – will review the investment portfolio on an ongoing basis to assure investments are profitable and in accordance with bank policy set by the Board of Directors. The Committee establishes investment policy for the deployment of bank assets and interest policy for attracting deposits. Will monitor maturities of assets and liabilities and evaluate investment alternatives for the securities portfolio.
- Human Resources Committee – charged with the responsibility of establishing and approving all major policies and procedures pertaining to compensation of employees.
- Loan Committee – charged with (a) establishing and approving, in conjunction with management, all major policies and procedures pertaining to the loan policy and transactions with officers or Directors or affiliates; (b) reviewing matters pertinent thereto; and (c) reporting to the Board on a monthly basis.
- Marketing Committee - develops strategies and tactics to promote the Bank and community banking brand and the value community banking contributes to the economy, small businesses, communities and consumers. The Committee helps develop marketing and public relations material and supports the efforts of the Bank.
POLICY ADOPTION AND REVIEW
Procedures for adopting policy have been included in the Bank’s bylaws and will be followed. It is the responsibility of each committee to underscore the need for compliance in each of its areas of board policy and to review compliance in the normal course of business and in internal or external reports. Each committee will call the full board's attention to matters of significant noncompliance. Continued exceptions to policy may suggest the need for policy and/or procedure revision. These matters will be considered by the full board as recommended by the committee. Proposed revisions will be written at the committee level. It is the responsibility of the Chief Executive Officer to ensure that policies are communicated to all employees. It is also the Chief Executive Officer's responsibility to bring the need for new policies to the Board's attention. Committees may call for specific review by either internal or external auditors, legal counsel, or outside consultants.
Compilation of the board reports will be the responsibility of the Chief Executive Officer, the Chief Operating Officer, the Chief Credit Officer and the Chief Financial Officer. Whenever possible, reports will be sent to directors before a meeting to allow for proper review.