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(a) Adoption and review of member products policy -. (a) General.

The Board shall appoint a majority of Branch Directors. The eCFR is displayed with paragraphs split and indented to follow the hierarchy of the document.

0000004547 00000 n Copyright 2022 Bank Holding Company Association | Powered by DigiCentral | Webmaster Login. Learn more about the Econ Lowdown Teacher Portal and watch a tutorial on how to use our online learning resources. 12 U.S.C. There are specific requirements for audit committees over certain asset thresholds and under certain circumstances.

(d) Frequency of meetings. If you have questions or comments regarding a published document please This content is from the eCFR and is authoritative but unofficial. The Board shall supervise the maintenance of an effective system of internal auditing procedures and controls through a General Auditor who shall report directly to the Board. 0000018879 00000 n 1239.3 Law applicable to corporate governance and indemnification practices. 0000014084 00000 n FHFA is responsible for supervising and ensuring the safety and soundness of the regulated entities. (1) The audit committee of each Bank shall review and assess the adequacy of the Bank's audit committee charter on an annual basis, and shall recommend to the board of directors any amendments that it believes to be appropriate; (2) The board of directors of each Bank shall review and assess the adequacy of the audit committee charter on an annual basis, shall amend the audit committee charter whenever it deems it appropriate to do so, and shall reapprove the audit committee charter not less often than every three years; and. 0000038420 00000 n 363), specifies that FDIC-insured depository institutions with total assets of $500 million or more must have annual independent audits, management reports, and board-level audit committees. (c) Independence. 0000029670 00000 n

Board members are fiduciaries who help ensure the success of the organization. 0000004702 00000 n

Each committee of the board of directors shall meet regularly and with sufficient frequency to carry out its obligations and duties under applicable laws, rules, regulations, and guidelines.

(4) At least one member of the audit committee shall have extensive accounting or related financial management experience. (5) Annual review. 0000005272 00000 n Internal auditor means the individual responsible for the internal audit function at a regulated entity. The management of each regulated entity shall be by or under the direction of its board of directors. H\n0pRCyDi>}wmn&gs.x7G$/Lio/q~e?M+nxI#t>MzMa6YLO1[3}o.}%7}XscSgYVkOG,B+\+o[;=reN ;VZ #Fj[K%[0{2"^,----ZuPC-Z||^zqPKa _/k%X+a_uu=

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A regulated entity shall establish and maintain a compliance program that is reasonably designed to assure that the regulated entity complies with applicable laws, rules, regulations, and internal controls. The Board will establish, subject to review and determination by the Board of Governors, the Bank's discount rates, and communicate to the Board of Governors their collective views on monetary policy. 0000003948 00000 n 0000003060 00000 n (1) Subject to paragraphs (a) and (b) of this section, to the extent applicable, a regulated entity shall indemnify (and advance the expenses of) its directors, officers, and employees under such terms and conditions as are determined by its board of directors. The official, published CFR, is updated annually and available below under Each Enterprise may pay its directors reasonable and appropriate compensation for the time required of them, and their necessary and reasonable expenses, in the performance of their duties. (ii) Waiver. 251 0 obj <> endobj xref 251 37 0000000016 00000 n The compliance program shall be headed by a compliance officer, however styled, who reports directly to the chief executive officer. 0000005290 00000 n, Responsibilities of Boards of Directors, Corporate Practices, and Corporate Governance, Corporate Practices and Procedures Applicable to All Regulated Entities. Each regulated entity shall file Regulatory Reports with FHFA in accordance with the forms, instructions, and schedules issued by FHFA from time to time. 0000046650 00000 n At least annually, the board of directors of an Enterprise shall be informed of significant changes to the requirements of laws, rules, regulations, and guidelines that are applicable to its activities and duties. Each Bank's board of directors shall have in effect at all times a policy that addresses the Bank's management of products offered by the Bank to members and housing associates, including but not limited to advances, standby letters of credit, and acquired member assets, consistent with the requirements of the Bank Act, paragraph (b) of this section, and all applicable FHFA regulations and policies. 0000007361 00000 n The board of directors shall adopt a formal written charter for each committee that specifies the scope of a committee's powers and responsibilities, as well as the committee's structure, processes, and membership requirements. The Board shall meet periodically to supply the Bank's president, and the Board of Governors, with information and observations on regional and national economic and financial conditions, including governmental policy, that relate to the conduct of the Bank's affairs or to the formulation of monetary policy. For institutions with total assets between $500 million and $1 billion, all audit committee members must be outside directors and the majority must be independent of management. Otherwise, the individual institution must maintain its own audit committee. The board of directors of each regulated entity shall have committees, however styled, that address each of the following areas of responsibility: Risk management; audit; compensation; and corporate governance (in the case of the Banks, including the nomination of independent board of director candidates, and, in the case of the Enterprises, including the nomination of all board of director candidates). This content is from the eCFR and may include recent changes applied to the CFR. (a) Management of a regulated entity. (a) Reports. The audit committee must consist of independent directors as noted. Such bylaws shall be consistent with applicable laws and regulations administered by FHFA, and with the body of law designated for the entity's corporate governance practices and procedures in accordance with 1239.3(b). You can The Electronic Code of Federal Regulations (eCFR) is a continuously updated online version of the CFR. Given the boards overarching responsibilities, board members need to be knowledgeable about the organizations activities and risk management practices and to be independent of management in order to effectively oversee management and avoid conflicts of interest. (3) Written agreement entered into between FHFA and a regulated entity. 0000016614 00000 n (4) FHFA has the authority under the Safety and Soundness Act to review a regulated entity's indemnification policies, procedures, and practices to ensure that they are conducted in a safe and sound manner, and that they are consistent with the body of law adopted by the board of directors under paragraph (b) of this section. H\j0l/JMZuXHm,qt0C[ The Board will review and approve (a) the Bank's strategic goals and objectives, as proposed by management, and use those goals and objectives, among other criteria, to evaluate the Bank's performance, (b) the Bank's annual budget, and monitor the Bank's performance against the budget, and (c) on an on-going basis, material changes in Bank policy or new initiatives, and provide direction on matters of strategic interest or material impact to the Bank. If you work for a Federal agency, use this drafting site when drafting amendatory language for Federal regulations: switch to switch to (5) The CRO shall report regularly to the risk committee and to the chief executive officer on significant risk exposures and related controls, changes to risk appetite, risk management strategies, results of risk management reviews, and emerging risks. SI&MxLAgV W?BnM (d) No rights created.

(b) Required committees. 0000043669 00000 n

(b) Risk committee. Not less often than once every three years, a regulated entity shall review the adequacy of its code of conduct and ethics for consistency with practices appropriate to the entity and make any appropriate revisions to such code. (3) The terms of audit committee members shall be appropriately staggered so as to provide for continuity of service. (iii) Reviewing and approving the internal auditor's work plan. 0000001036 00000 n The new normal following the Covid-19 pandemic, Good News Regarding Dividend Consultations. Microsoft Edge, Google Chrome, Mozilla Firefox, or Safari. In the case of the Enterprises, board committees shall comply with the charter, independence, composition, expertise, duties, responsibilities, and other requirements set forth under rules issued by the NYSE, and the audit committees shall also comply with the requirements set forth under section 301 of the Sarbanes-Oxley Act of 2002, Public Law 107-204. (2) Non-management board member meetings. (2) Review and compliance. Such policies and procedures shall address how the board of directors is to approve or deny requests for indemnification from current and former directors, officers, and employees, and shall include standards relating to indemnification, investigations by the board of directors, and review by independent counsel. (5) Provide an independent, direct channel of communication between the Bank's board of directors and the internal and external auditors; (6) Conduct or authorize investigations into any matters within the audit committee's scope of responsibilities; (7) Ensure that senior management has established and is maintaining an adequate internal control system within the Bank by: (i) Reviewing the Bank's internal control system and the resolution of identified material weaknesses and significant deficiencies in the internal control system, including the prevention or detection of management override or compromise of the internal control system; and. Sign up for the OCC email updates for email notification of educational programs. 78oo(b). 0000009517 00000 n Enhanced content is provided to the user to provide additional context. 54 0 obj <> endobj xref 54 53 0000000016 00000 n (2) Risk appetite. (ii) Reviewing the performance of the external auditor. Learn more about the eCFR, its status, and the editorial process. (a) General. A separate drafting site is available with paragraph structure matching the official CFR formatting. 0000049934 00000 n 0000050332 00000 n Business risk means the risk of an adverse impact on a regulated entity's profitability resulting from external factors as may occur in both the short and long run. 0000004612 00000 n (3) Nothing in this paragraph (c) shall affect any rights to indemnification (including the advancement of expenses) that a director or any other officer or employee had with respect to any actions, omissions, transactions, or facts occurring prior to the effective date of this paragraph. 1426, 1427, 1432(a), 1436(a), 1440, 4511(b), 4513(a), 4513(b), 4526, and 15 U.S.C. 0000001356 00000 n These research-based essays offer insight and analysis focused on advancing an economy where all can thrive. FED NOTES: Originally published in the Summer 2017 edition of Bank Owner magazine. 0000004319 00000 n 0000007247 00000 n As used in this part, (unless otherwise noted): Board member means a member of the board of directors of a regulated entity. The board of directors shall ensure that the risk management program aligns with the regulated entity's risk appetite. Specifically, each regulated entity's strategic business plan shall at a minimum: (i) In the case of a Bank, articulate measurable goals and objectives for each significant business activity and for all authorized new business activities, which must include plans for maximizing activities that further the Bank's housing finance and community lending mission, consistent with part 1265 of this chapter; (ii) In the case of an Enterprise, articulate measurable goals and objectives for each significant existing activity and for significant authorized new activities; (2) Discuss how the regulated entity will address credit needs and market opportunities identified through ongoing market research and stakeholder consultations; (3) Describe any significant activities in which the regulated entity is planning to be engaged, including any significant changes to business strategy or approach that the regulated entity is planning to undertake, and discuss how such activities would further the regulated entity's mission and public purposes; (i) In the case of a Bank, be supported by appropriate and timely research and analysis of relevant market developments and member and housing associate demand for Bank products and services; (ii) In the case of an Enterprise, be supported by appropriate and timely research and analysis of relevant market developments; and. 0000007504 00000 n Each Bank's board of directors shall: (i) Review the Bank's member products policy annually; (ii) Amend the member products policy as appropriate; and. (b) Duties of directors. 0000008216 00000 n The CRO shall head an independent enterprise-wide risk management function, or unit, and shall report directly to the risk committee and to the chief executive officer. -, (i) General requirement. Comments or questions about document content can not be answered by OFR staff. First, the consolidated total assets of the insured depository institution(s) represent 75 percent or more of the consolidated total assets of the holding company. (3) The responsiveness of executive officers in providing accurate and timely reports to FHFA and in addressing all supervisory concerns of FHFA in a timely and appropriate manner. You are using an unsupported browser. Significant deficiency means a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.

(2) Each regulated entity shall designate in its bylaws the body of law elected for its corporate governance and indemnification practices and procedures pursuant to this paragraph, and shall do so by no later than March 18, 2016. No board member of an Enterprise may serve on the board of directors for more than 10 years or past the age of 72, whichever comes first; provided, however, a board member may serve his or her full term if he or she has served less than 10 years or is 72 years on the date of his or her election or appointment to the board; and. Title 12 was last amended 7/11/2022. /H Z"tV7t|,$fs\ `? 78r7{S IH endstream endobj 60 0 obj <> endobj 61 0 obj <>stream result, it may not include the most recent changes applied to the CFR. 0000011456 00000 n The Bank Holding Company Association exists to provide education and business connections critical to the vitality of bank holding companies.

The most direct ways of managing and controlling risk and ensuring the success of the organization are through the boards overall business strategies and significant policies and employment of senior management capable of implementing the institutions business plans within the boards risk tolerances and in compliance with laws and other supervisory requirements. 0000023663 00000 n (7) Address the maintenance of appropriate operational and personnel capacity. (e) Duties. (b) Election and designation of body of law. Law applicable to corporate governance and indemnification practices. 0000011847 00000 n (1) Appointment of a chief risk officer (CRO). Each regulated entity's board of directors shall approve, have in effect at all times, and periodically review an enterprise-wide risk management program that establishes the regulated entity's risk appetite, aligns the risk appetite with the regulated entity's strategies and objectives, addresses the regulated entity's exposure to credit risk, market risk, liquidity risk, business risk and operational risk, and complies with the requirements of this part and with all applicable FHFA regulations and policies. (2) Each regulated entity shall have in place policies and procedures consistent with this section for indemnification of its directors, officers, and employees. Market risk means the risk that the market value, or estimated fair value if market value is not available, of a regulated entity's portfolio will decline as a result of changes in interest rates, foreign exchange rates, or equity or commodity prices. Upon written request of an Enterprise, the Director may waive, in his or her sole discretion and for good cause, the limits on the service of a board member under paragraph (a)(1)(i) of this section. Likewise, the audit committee requires the appropriate level of knowledge and independence to ensure the integrity of the financial reporting and the adequacy of the control structure. The board of directors of a regulated entity is responsible for directing the conduct and affairs of the entity in furtherance of the safe and sound operation of the entity and shall remain reasonably informed of the condition, activities, and operations of the entity. 0000029737 00000 n 0000002757 00000 n State and federal banking statutes set the minimum number of board members at the depository institution level; however, the Federal Reserve has not set a minimum number of directors for bank holding companies. 0000004007 00000 n 0000017772 00000 n (ii) Reviewing the programs and policies of the Bank designed to ensure compliance with applicable laws, regulations and policies, and monitoring the results of these compliance efforts; (8) Review the policies established by senior management to assess and monitor implementation of the Bank's strategic business plan and the operating goals and objectives contained therein; (9) Report periodically its findings to the Bank's board of directors; and. (d) Authority regarding staff and outside consultants. 1239.20 Board of directors of the Enterprises. 0000020329 00000 n The compliance officer also shall report regularly to the board of directors, or an appropriate committee thereof, on the adequacy of the entity's compliance policies and procedures, including the entity's compliance with them, and shall recommend any revisions to such policies and procedures that he or she considers necessary or appropriate.

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