Board Essentials

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Six 20-40 minute
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Board Essentials

Need to liven up board training?

This selection of bite-sized board topics is just the ticket! Each of the six modules is 20-40 minutes – perfect for use during board meetings. The topics are timeless, necessary knowledge for all directors. Order the Board Essentials for your directors today!

Board Essentials Modules

  1. The Board’s Role with BSA
  2. The Board’s Role with Cyber Security
  3. The Board’s Role with Risk Management
  4. Reg O for Directors
  5. Board Membership Basics
  6. Director Liability

Meet the Presenters:

Ann Brode-Harner
Brode Consulting Services, Inc.

Elizabeth Fast
Spencer Fane LLP

Module Descriptions

The Board’s Role with BSA
Ann Brode-Harner, Brode Consulting Services, Inc.

Directors are ultimately liable and responsible for Bank Secrecy Act (BSA) compliance. Does your BSA officer know the compliance requirements? Will the current monitoring procedures and processes implemented by your BSA officer detect a money laundering attempt? Would it be reported properly? Learn the BSA and money laundering risks your institution faces every day and how BSA officer reports to the board can keep you in the loop and mitigate risk.

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The Board’s Role with Cyber Security
Ann Brode-Harner, Brode Consulting Services, Inc.

Fund-transfer fraud and account takeover scams result in millions of dollars in losses. In 2018, financial institutions filed nearly 39,000 suspicious activity reports (SARs) regarding wire fraud. Cyber criminals grow more sophisticated every day. This session will address your institution’s FinCEN reporting requirements, the following types of cyberattacks, and what directors should know about them:

  • Business email compromise (BEC)
  • Email account compromise (EAC)
  • Corporate account takeover (CATO)
  • Identity theft, including new strategies involving children’s identities

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The Board’s Role with Risk Management
Ann Brode-Harner, Brode Consulting Services, Inc.

Your risk officer just presented a report to the board on “enterprise-wide” risk mitigation efforts. Do you know what to look for? What do regulators expect? What red flags should catch your attention? Directors receive numerous risk management assessments for review and approval. Do you know which assessments to expect and what they should contain? Become more informed about these reports and directors’ risk management roles and responsibilities.

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Reg O for Directors
Elizabeth Fast, Spencer Fane LLP

Regulation O imposes many restrictions on loans made to a bank’s directors and their related interests. Since preferential treatment of directors is prohibited, a loan to a director (or the director’s related interests) must be based on the same terms and underwriting criteria as loans to other customers. Moreover, a loan to a director must satisfy even higher standards. These loans must be specifically approved in advance by a majority of the entire board, and the interested director must abstain. In addition, the aggregate amount of loans to a director/related interests is strictly limited. Regulators are quick to impose large civil monetary penalties for any Reg O violation, so it’s imperative that all directors understand its requirements and limitations.

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Board Membership Basics
Elizabeth Fast, Spencer Fane LLP

The bank’s board of directors has ultimate responsibility for managing and directing the bank. Although the board is permitted to assign specific operational functions to bank officers, their responsibility for the bank’s management and control cannot be delegated. The board is responsible for appointing qualified persons as officers and for evaluating the officers’ management performance. The bank’s officers report directly to the board and must be approved annually. Other major board responsibilities include:

  1. Establishing and approving the bank’s overall business goals, standards, policies, and procedures
  2. Reviewing and evaluating the bank’s operating results and performance
  3. Ensuring that the bank complies with all applicable laws and regulations

Moreover, board members must adhere to high standards of ethics and confidentiality which require them to avoid conflicts of interest and self-serving practices. This program will explain directors’ compulsory legal responsibilities.

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Director Liability
Elizabeth Fast, Spencer Fane LLP

Serving as a bank director could lead to personal liability. The potential increases when directors don’t understand the fiduciary duties they owe to the bank, bank’s shareholders, and customers – especially the duties of loyalty and care. Furthermore, bank directors are held to high standards of professional conduct, which require directors to make reasonable business decisions on a fully informed basis after proper deliberation. This session will fully explain bank directors’ duties of loyalty and care and the reasonable business judgment rules to help protect directors from personal liability.

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