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FDIC Enforcement Decisions and Orders

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   [10,067] In the Matter of the Douglass Bank, Kansas City, Kansas, Docket No. FDIC-90-69b (4-26-90).

   Bank to cease and desist from practices such as engaging in hazardous lending and lax collection practices; operating with inadequate equity capital for the kind and quality of assets held; operating with deficient or inadequate loan documentation; engaging in practices which produce inadequate operating income; operating with inadequate allowance for loan and lease losses for the kind and quality of loan held; failing to submit Reports of Conditions and Income and to operate Trust Department in accord with the FDIC's Statement of Principles of Trust Department Management; violating applicable laws and regulations, engaging in management policies and practices which are detrimental to Bank, failing to provide adequate supervision and direction over the affairs of Bank; and failing to establish, implement or monitor adequate procedures for a system of internal control and external audit. (This order was terminated by order of the FDIC dated 10-8-92; see15,533.)

   [.1] Management—Qualifications—Compliance
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   [.2] Assets—Adversely Classified—Reduce
   [.3] Equity Capital—Increase—Methods—Exceptions
   [.4] Loan Loss Reserve—Adequacy—Review
   [.5] Loan Risk Position—Minimum Requirements
   [.6] Loans—Extension of Credit—Curtail
   [.7] Loan Policy—Minimum Requirements—Review
   [.8] Profit Plan—Minimum Requirements—Review
   [.9] Funds Management—Minimum Requirements—Review
   [.10] Investment Policy—Minimum Requirements—Review
   [.11] Shareholders—Dividends—Approvals
   [.12] Technical Exceptions—Correct
   [.13] External Audit Procedures—Minimum Requirements—Review
   [.14] Trust Department—Statement of Principles—Compliance
   [.15] Bank Operations—Internal Audit and Controls—Minimum Requirements
   [.16] Brokered Deposits—Curtail—Exception
   [.17] Shareholders—Disclosure—Cease and Desist Order
   [.18] Compliance—Progress Reports—Frequency

In the Matter of

THE DOUGLASS BANK
KANSAS CITY, KANSAS
(Insured State Nonmember Bank)
ORDER TO CEASE AND DESIST

   The Douglass Bank, Kansas City, Kansas ("Bank"), having been advised of its right to a Notice of Charges and of Hearing detailing the unsafe or unsound banking practices and violations of law and/or regulations alleged to have been committed by the Bank and of its right to a hearing on such alleged charges under section 8(b) of the Federal Deposit Insurance Act, 12 U.S.C. § 1818(b), and having waived those rights, entered into a STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST ("CONSENT AGREEMENT") with counsel for the Federal Deposit Insurance Corporation ("FDIC"), dated April 19, 1990, whereby solely for the purpose of this proceeding and without admitting or denying any unsafe or unsound banking practices or violations of law and/or regulations, the Bank consented to the issuance of an ORDER TO CEASE AND DESIST ("ORDER") by the FDIC.
   The FDIC considered the matter and determined that it had reason to believe that the Bank had engaged in unsafe or unsound banking practices and had violated laws and/or regulations. The FDIC, therefore, accepted the CONSENT AGREEMENT and issued the following:

ORDER TO CEASE AND DESIST
   IT IS HEREBY ORDERED, that the Bank, its Institution-Affiliated Parties, as that term is defined in Section 3(u) of the Act, 12 U.S.C. § 1813(u), and its successors and assigns cease and desist from the following unsafe and unsound banking practices and violations of law and/or regulations:
   A. engaging in hazardous lending and lax collection practices including maintaining an excessive volume of past due loans;
   B. operating with inadequate equity capital for the kind and quality of assets held;
   C. engaging in violations of applicable laws and regulations;
   D. engaging in management policies and practices which are detrimental to the Bank;
   E. operating with deficient or inadequate loan documentation, including but not limited to current financial statements, insurance coverage, title searches or legal opinions, and cash flow and/or operating information;
   F. engaging in practices which produce inadequate operating income;
   G. failing to provide adequate supervision and direction over the affairs of the Bank to prevent unsafe or unsound practices and violations of law and/or regulations;
   H. failing to establish, implement, and/or monitor adequate procedures for a system of internal control and external audit;
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   I. operating with an inadequate allowance for loan and lease losses for the volume, kind and quality of loans held;
   J. failing to submit Reports of Condition and Income in accordance with prevailing instructions; and
   K. failing to operate the Bank's Trust Department in accordance with the FDIC's Statement of Principles of Trust Department Management.
   IT IS FURTHER ORDERED, that the Bank, its Institution-Affiliated Parties, and its successors and assigns, take affirmative action as follows:

   [.1] 1. (a) (i) No more than 90 days from the effective date of this ORDER, the Bank shall have and thereafter retain qualified management. Such management shall include a qualified chief executive officer who shall be given stated written authority by the Bank's board of directors, including responsibility for implementing and maintaining the policies of the Bank. The chief executive officer shall have an appropriate level of experience to perform the duties assigned to that individual by the Bank's board of directors. The Bank shall promptly notify the Regional Director of the FDIC's Kansas City Regional Office ("Regional Director") of the identify of said chief executive officer. Prior to the addition of any individual to the board of directors or the employment of any individual as a senior executive officer, the Bank shall comply with the requirements of section 32 of the Act, 12 U.S.C. §1831(i); and section 303.14 of the FDIC's Rules and Regulations, 54 Fed. Reg. 53040 and 53043 (to be codified at 12 C.F.R. §303.14).

       (ii) The assessment of whether the Bank has "qualified management" shall be based upon management's conduct, both individual and joint, with respect to the Bank in: (A) complying with the requirements of this ORDER; (B) complying with applicable laws and regulations; and (C) not engaging in any unsafe or unsound banking practice which has an adverse effect on the Bank's asset quality, capital adequacy, earnings, or liquidity.
   (b) The board of directors shall in no more than 90 days from the effective date of this ORDER develop a written analysis and assessment of the Bank's management and staffing needs ("management plan"), which shall include, at a minimum:
       (i) identification of both the type and number of officer positions needed to manage and supervise properly the affairs of the Bank;
       (ii) identification and establishment of such Bank committees as are needed to provide guidance and oversight to active management;
       (iii) evaluation of each Bank officer, and in particular the chief executive officer, and staff member to determine whether these individuals possess the ability, experience and other qualifications required to perform present and anticipated duties, including adherence to the Bank's established policies and practices, and maintenance of the Bank in a safe and sound condition; and
       (iv) a plan of action to recruit and hire any additional or replacement personnel with the requisite ability, experience and other qualifications, which the board of directors determines are necessary to fill Bank officer or staff member positions consistent with the board's analysis, evaluation and assessment as provided in paragraphs 1(b)(i) and 1(b)(iii) of this ORDER.
   (c) The written management plan and any subsequent modification thereto shall be submitted to the Regional Director for review and comment. No more than 30 days from the receipt of any comment from the Regional Director, and after consideration of such comment, the board of directors shall approve the written management plan and/or any subsequent modification thereto which approval shall be recorded in the minutes of the board of directors. Thereafter, the Bank and its Institution-Affiliated Parties shall implement and follow the written management plan and/or any subsequent modification.

   [.2] 2. No more than 10 days from the effective date of this ORDER, the Bank: (1) shall eliminate from its books, by charge-off, collection, or other proper entries, all assets or portions of assets classified "Loss" as of November 3, 1989; and (2) shall either (A) eliminate from its books by charge-off, collection, or other proper entries, or (B) if the asset is an extension of credit or lease, increase its allowance for loan and lease {{4-1-90 p.C-332}}losses by an amount equal to 50 percent of those assets or portions of assets classified "Doubtful" as of November 3, 1989, which have not been previously collected, charged off, or otherwise eliminated by other proper entries. Reduction of these assets through use of proceeds of loans made by the Bank does not constitute collection for the purpose of this paragraph.

   [.3] 3. (a) No more than 180 days from the effective date of this ORDER, the Bank shall increase its equity capital by not less than $850,000. Such increase in equity capital may be accomplished by:

       (i) the sale of new offerings of common stock or perpetual preferred stock;
       (ii) the sale of outstanding shares by the Bank's shareholders to any investor who has the financial capability to make the additions to the Bank's equity capital required by paragraph 3(a);
       (iii) the direct contribution of cash by the shareholders and/or directors of the Bank;
       (iv) the collection of all or part of assets classified "Loss" or "Doubtful" as of November 3, 1989, without loss or liability to the Bank, provided any such collection on a partially charged off asset shall first be applied to that portion of the asset which was not charged off pursuant to paragraph 4 of this ORDER. Collections on loans or leases classified "Loss" or "Doubtful" shall be credited to the Bank's allowance for loan and lease losses ("allowance") and, if the board of directors' review of the adequacy of the allowance required by paragraph 4 of this ORDER indicates that such allowance has a balance in excess of that required for adequacy, any such excess may thereafter be transferred to equity capital through a negative provision for loan and lease losses;
       (v) the collection in cash of assets previously charged off;
       (vi) any combination of the above means; or
       (vii) any other means acceptable to the Regional Director.
   (b) If all or part of the increase in total equity capital required under paragraph 3(a) of this ORDER involves an offering, other than an offering deemed not to be a public securities offering pursuant to 17 C.F.R. §230.506 or as hereafter amended, of the Bank's securities (including a distribution limited only to the Bank's existing shareholders), the Bank shall prepare detailed offering materials fully describing the securities being offered, including an accurate description of the financial condition of the Bank and of this ORDER as well as the circumstances giving rise to the offering, and any other material disclosures necessary to comply with the Federal securities laws. Prior to the sale of the securities, and, in any event not less than 20 days prior to the dissemination of such materials, the materials used in the sale of the securities shall be submitted to the FDIC, Registration and Disclosure Unit, Washington, D.C. 20429, for review. Any changes requested in the materials by the FDIC shall be made prior to their dissemination.
   (c) In complying with the provisions of paragraph 3(b) of this ORDER, the Bank shall provide to any subscriber and/or purchaser of Bank stock, written notice of any planned or existing development or other change which is materially different from the information reflected in any offering materials used in connection with the sale of Bank securities. The written notice required by this paragraph 3(c) shall be furnished within 10 days from the date such material development or change was planned or occurred, whichever is earlier, to every purchaser and/or subscriber of Bank stock who received or was tendered the information contained in the Bank's original offering materials.
   (d) (i) No more than 180 days from the effective date of this ORDER, the Bank shall have equity capital, exclusive of the allowance for loan and lease losses, at or in excess of 6 percent of the Bank's average total assets ("equity capital ratio") and shall thereafter maintain its equity capital ratio at or in excess of such level as calculated herein while this ORDER is in effect.
       (ii) For the purposes of calculating the equity capital ratio required by paragraph 3(d)(i) of this ORDER: (A) The Bank's average total assets shall be the average of the sum of the Bank's daily total assets for the month ending June 30 or December 31, whichever nearest precedes the date of calculation; and (B) The terms "equity capital," "allowance for loan and lease losses" and "total assets" shall have the same meaning as those terms have in the prevailing Instructions for Preparation of Reports of Condition.
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    Subsequent to the effective date of this ORDER, the equity capital ratio shall be computed as of June 30 and December 31, as appropriate.
   (e) If, during the period this ORDER is in effect, the equity capital ratio, exclusive of the allowance for loan and lease losses, declines below 6 percent, the Bank, within 30 days after the date on which the said ratio so declined, shall develop and implement a written plan to increase such ratio up to or in excess of 6 percent. No more than 60 days after the implementation of the written plan, the Bank's equity capital ratio, exclusive of the allowance for loan lease losses, shall equal or exceed 6 percent and the Bank shall thereafter maintain its equity capital ratio at or in excess of such level as calculated herein while this ORDER is in effect.
   (f) The Bank's board of directors shall maintain in its minutes a written record of all actions taken by the Bank to comply with the capital requirements of paragraphs 3(a) through 3(e) of this ORDER, including, at a minimum, any action to increase its equity capital by each of the methods specified in paragraphs 3(a)(i) through 3(a)(vii) of this ORDER.
   (g) Nothing in this ORDER shall operate to subject any individual director of the Bank to a Federal District Court order of enforcement pursuant to section 8(i)(1) of the Act, 12 U.S.C. §1818(i)(1), or imposition of civil money penalties pursuant to section 8(i)(2) of the Act, 12 U.S.C. §1818(i)(2), for failure to utilize such director's personal assets to satisfy the capital requirements of paragraphs 3(a) through 3(e) of this ORDER; provided, however, that the sale of new offerings of common stock or perpetual preferred stock pursuant to paragraph 3(a)(i) of this ORDER shall not be considered to be a utilization of such director's personal assets, even if such sale may result in the diminution in value of stock held by any director.

   [.4] 4. (a) The Bank shall maintain an allowance for loan and lease losses in accordance with the prevailing requirements of the Instructions for the Reports of Condition and Income ("Instructions").
   (b) Reports of Condition and Income required to be submitted by the Bank as of each Report date, as that term is used in the Instructions, between and including December 31, 1989, and the effective date of this ORDER, shall, at a minimum, reflect an allowance for loan and lease losses that should have been maintained in accordance with the Instructions. If necessary to comply with this paragraph, the Bank shall file amended Reports of Condition and Income within 10 days from the effective date of this ORDER.
   (c) Prior to the submission of any Report of Condition or Report of Income required to be filed by the Bank after the effective date of this ORDER, the board of directors of the Bank shall: (1) review the adequacy of the Bank's allowance for loan and lease losses, (2) provide for an adequate allowance, and (3) accurately report the allowance in any such Report of Condition and Income. The minutes of the board meeting at which such review, including any increases in the allowance, and the basis for determining the amount of allowance provided.

   [.5] 5. (a) Within 30 days from the effective date of this ORDER, the board of directors shall develop a written plan of action to lessen the Bank's risk position in each line of credit aggregating $15,000 or more which was classified "Substandard" or "Doubtful" as of November 3, 1989. In developing such plan, the Bank shall, at a minimum:

       (i) review the financial position of each such borrower, including source of repayment, repayment ability, and alternative repayment sources; and
       (ii) evaluate the available collateral for each such credit, including possible actions to improve the Bank's collateral position.
    Based upon such review and evaluation, the written plan of action shall: (A) establish target dollar levels to which the Bank shall reduce the aggregate dollar volume of "Substandard" or "Doubtful" classifications within 6 and 12 months from the effective date of this ORDER; and (B) provide for the submission of written monthly progress reports to the Bank's board of directors for review and notation in the board minutes. As used in this paragraph, "reduce" means to (1) collect, (2) charge off, or (3) improve the quality of such assets so as to warrant removal of any adverse classification by the FDIC.
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   (b) The written plan of action described by paragraph 5(a) and any subsequent modification thereto shall be submitted to the Regional Director and the Kansas State Bank Commissioner ("Commissioner") for review and comment. No more than 30 days after the receipt of any comment from the Regional Director, the board of directors shall approve the written plan of action, which approval shall be recorded in the minutes of the board of directors. Thereafter, the Bank and its Institution-Affiliated Parties shall follow the written plan of action and/or any subsequent modification.

   [.6] 6. Effective the date of this ORDER, the Bank shall not extend, directly or indirectly, credit to, or for the benefit of, any borrower who has a loan or other extension of credit with the Bank that has been charged off or classified, in whole or in part, "Loss," "Doubtful," or "Substandard," and is uncollected, unless a majority of the Bank's board of directors first (1) determines that such advance is in the best interest of the Bank, (2) determines that the Bank has satisfied the requirements set out in paragraph 5 of this ORDER as to such borrower, and (3) approves such advance. A written record of the board of directors' determination and approval of any advance under the terms of this paragraph shall be maintained in the credit file of the affected borrower(s) as well as the minutes of the board of directors. The requirements of this paragraph do not prohibit the Bank from renewing any credit already extended to the borrower.

   [.7] 7. (a) No more than 60 days from the effective date of this ORDER, the Bank shall revise its written loan policy which revision shall include, at a minimum:

       (i) the lending authority of the loan officer;
       (ii) the lending authority of a loan or executive committee, if any;
       (iii) the responsibility of the board of directors in reviewing, ratifying and approving loans;
       (iv) the guidelines under which unsecured loans will be granted;
       (v) the guidelines for rates of interest and terms of repayment for unsecured loans and secured loans;
       (vi) with regard to secured loans: (1) limitations on the amount advanced in relation to the value of the collateral, and (2) the documentation required by the Bank for each type of secured loan;
       (vii) the maintenance and review of complete and current credit files on each borrower;
       (viii) appropriate and adequate collection procedures, including, but not limited to, the actions to be taken against borrowers who fail to make timely payments;
       (ix) guidelines establishing limitations on the maximum volume of loans in relation to total assets;
       (x) appropriate limitations on extension of credit through overdrafts and cash items;
       (xi) the determination and documentation of sources and terms of loan repayment;
       (xii) retention of lien searches and appraisals covering personal property and liens on real estate;
       (xiii) maintenance of written, individual loan file comments by officers;
       (xiv) provisions addressing the capitalization of accrued and unpaid interest on loans;
       (xv) procedures regarding designations of nonaccrual loans;
       (xvi) procedures for identifying, supervising, and collecting problem loans;
       (xvii) periodic review of the overdue, problem and/or adversely-classified or special-mention loans by the directorate, so as to monitor management's administration of such distressed credits, and to provide guidance; and
       (xviii) guidelines for renewing and/or establishing maturity or payment dates.
   (b) The revised written loan policies and any subsequent modification thereto shall be submitted to the Regional Director and the Commissioner for review and comment. No more than 30 days after the receipt of any comment from the Regional Director and the Commissioner, the board of directors shall approve the written loan policies and/or any subsequent modification thereto, which approval shall be recorded in the minutes of the board of directors. Thereafter, the Bank and its Institution-Affiliated Parties shall follow the written loan policies and/or any subsequent modification thereto.
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   [.8] 8. (a) No more than 30 days from the effective date of this ORDER, the Bank shall develop a written profit plan consisting of goals and strategies for improving the earnings of the Bank, which written profit plan shall include, at a minimum:

       (i) identification of the major areas in, and means by, which the board of directors will seek to improve the Bank's operating performance;
       (ii) realistic and comprehensive budgets;
       (iii) a budget review process to monitor the income and expenses of the Bank to compare actual figures with budgetary projections; and
       (iv) a description of the operating assumptions that form the basis for, and adequately support, major projected income and expense components.
   (b) The written profit plan and any subsequent modification thereto shall be submitted to the Regional Director and the Commissioner for review and comment. No more than 30 days after the receipt of any comment from the Regional Director, the board of directors shall approve the written profit plan and any subsequent modification thereto, which approval shall be recorded in the minutes of the board of directors. Thereafter, the Bank and its Institution-Affiliated Parties shall follow the written profit plan and/or any subsequent modification thereto.

   [.9] 9. (a) No more than 30 days from the effective date of this ORDER, the Bank shall develop a written funds management policy which shall, at a minimum:

       (i) establish adequate recordkeeping systems to track the volume of (A) rate-sensitive assets and (B) rate-sensitive liabilities. Rate-sensitive assets and liabilities are generally defined as those that either mature or can be repriced during a specified time period (90 days, 180 days, 1 year);
       (ii) establish a range of acceptable ratios for rate-sensitive assets to rate-sensitive liabilities sufficient to protect the bank against excessive interest-rate risk and ensure that an adequate net interest margin is maintained;
       (iii) establish adequate recordkeeping systems to track the volume of (A) stable or core deposits and (B) volatile deposits;
       (iv) establish guidelines for offsetting a substantial portion of the bank's volatile deposits and borrowings with liquid, short-term assets;
       (v) establish investment guidelines for funds derived from negotiable-rate certificates of deposit and borrowings, including a maximum large liability dependency ratio. A large liability dependency ratio means the percentage of loans plus other long-term earning assets that may be funded by negotiable-rate certificates of deposit and borrowings;
       (vi) establish a range of acceptable loan-to-deposit ratios, taking into account seasonal deposit fluctuations;
       (vii) establish a borrowing policy which addresses: (A) when or under what conditions the bank may borrow, (B) maximum amounts that may be borrowed, (C) a list of acceptable creditors, and (D) which officers are authorized to borrow;
       (viii) establish contingency plans for meeting large, unexpected withdrawals, which should include: (A) curtailing lending activity with priority given to specific types of credit and (B) establishing lines of credit with other financial institutions which will advance funds on short notice; and
       (ix) establish a funds-management committee to meet at least monthly to determine how best to allocate the bank's available funding sources among various asset categories after reviewing: (A) the bank's liquidity position, (B) outstanding commitments such as loan commitments and letters of credit, and (C) the bank's rate-sensitivity position and net interest margin.
   (b) The funds management policy shall be coordinated with the Bank's loan, investment, operating, and budget and profit planning policies.
   (c) The written funds management policy and any subsequent modification thereto shall be submitted to the Regional Director and the Commissioner for review and comment. No more than 30 days from the receipt of any comment from the Regional Director, the board of directors shall approve the written funds management policy and any subsequent modification thereto, which approval shall be recorded in the {{4-1-90 p.C-336}}minutes of the board of directors. Thereafter the Bank and its Institution-Affiliated Parties shall follow the written funds management policy and/or any subsequent modification thereto.

   [.10] 10. (a) No more than 30 days from the effective date of this ORDER, the Bank shall develop a written investment policy consisting of goals and strategies for improving the investments of the Bank which shall, at a minimum:

       (i) establish the Bank's investment objectives and strategy;
       (ii) establish the responsibility of the board of directors to review and approve the investment policy, on at least an annual basis;
       (iii) prescribe the responsibility of the board of directors or investment committee to review and approve the investment portfolio on at least a monthly basis;
       (iv) establish delegated authority, including prescribed criteria for exercising delegated authority, for the handling of investment transactions;
       (v) determine and list all permissible investments and establish for each:
         (A) the desired distribution within the investment portfolio.
         (B) the minimum and maximum investment increments and maximum investment level in obligations of a single issue or in securities the credit of which depends largely upon the same set of factors or circumstances,
         (C) the extent and degree of necessary credit file information and/or documentation, if appropriate;
       (vi) establish desired quality of permissible investments;
       (vii) establish investment maturities;
       (viii) set forth income considerations in view of such other investment factors as quality, maturity, diversification, marketability, and the Bank's current tax position; and
       (ix) comply with the Federal Financial Institutions Examination Council Supervisory Policy on "Selection of Securities Dealers and Unsuitable Investment Practices", a copy of which is attached as Appendix A and is incorporated herein by reference.
   (b) The Bank's investment policy shall be coordinated with the Bank's lending, liquidity and funds management policies, and reviewed in light of the general character of the Bank's business and available capital and reserves.
   (c) The written investment policy and any subsequent modification thereto shall be submitted to the Regional Director and the Commissioner for review and comment. No more than 30 days from the receipt of any comment from the Regional Director, the board of directors shall approve the written investment plan and any subsequent modification thereto, which approval shall be recorded in the minutes of the board. Thereafter, the Bank and its Institution-Affiliated Parties shall follow the written investment plan and/or any subsequent modification thereto.

   [.11] 11. The Bank shall not pay or declare any cash dividends without the prior written consent of the Regional Director and the Commissioner until the capital injection and maintenance provisions of paragraph 3 of this ORDER have been met.

   [.12] 12. No more than 60 days from the effective date of this ORDER, the Bank shall take all steps which are within its powers to correct the technical exceptions on loans noted on pages 2-d, 2-d-1, 2-d-2 of the FDIC's Report of Examination of the Bank as of November 3, 1989.
   13. No more than 60 days from the effective date of this ORDER, the Bank shall eliminate and/or correct all violations of law and regulations committed by the Bank as described on pages 6-1, 6-1-a, 6-1-a-1 of the FDIC's Report of Examination of the Bank as of November 3, 1989, except the violations of Part 325 of the FDIC's Rules and Regulations, 12 C.F.R. Part 325, which shall be corrected pursuant to the provisions of paragraph 3 of this ORDER.

   [.13] 14. (a) No more than 120 days from the effective date of this ORDER, the Bank shall finalize and implement a written audit procedure in accordance with the FDIC's Statement of Policy Regarding Independent External Auditing Programs of State Nonmember Banks, 53 Fed. 47871, and the FDIC's Statement of Policy Providing Guidance on External Auditing Procedures for State Nonmember Banks, 55 Fed. Reg. 2142, copies of which are attached to this Order as Appendices "B" and "C", respectively, and are incorporated herein by refer- {{8-31-92 p.C-337}}ence. The written auditing procedures shall at a minimum provide that the Bank:

       (i) follow the "Basic External Auditing Procedures" prescribed under the headings "Loans", "Allowance for Loan Losses", "Insider Transactions", "Internal Controls", and "Electronic Data Processing Controls" in Appendix B (FDIC's Statement of Policy Providing Guidance on External Auditing Procedures for State Nonmember Banks), and
       (ii) engage an independent auditor to perform an audit of the Bank in accordance with the Bank's written auditing procedures: (A) within 90 days of the effective date of this ORDER, and (B) thereafter at least once during each 12 month period.
   (b) The written auditing procedures and any subsequent modifications thereto shall be submitted to the Regional Director and the Commissioner for review and comment. No more than 30 days from the receipt of comment from the Regional Director, the board of directors shall approve the written auditing procedure and any subsequent modifications thereto, which approval shall be recorded in the minutes of the board of directors. Thereafter, the Bank and its Institution-Affiliated Parties shall follow the written auditing procedures and/or any subsequent modification thereto.
   (c) While this ORDER is in effect the Bank shall provide the Regional Director and the Commissioner with a copy of any auditor's report and any management letter received from the auditor. The Bank shall notify the Regional Director and the Commissioner at least 7 days in advance of the time and date of any meetings between management and the auditor at which any auditing findings are to be discussed and/or presented so that a representative of the FDIC and the Commissioner's Office may attend. No more than 90 days after receipt of any auditor's report and any management letter, the Bank shall provide the Regional Director and the Commissioner with a written statement detailing the form and manner of any action taken or to be taken, by the Bank and or the Institution-Affiliated Parties to correct any deficiencies noted in the auditor's report and/or management letter.

   [.14] 15. (a) No more than 90 days from the effective date of this ORDER, the Bank shall develop a written trust policy in accordance with the FDIC's Statement of Principles of Trust Department Management, a copy of which is attached to this ORDER as Appendix "D" and incorporated herein by reference.
   (b) The written trust policy and any subsequent modification thereto shall be submitted to the Regional Director and the Commissioner for review and comment. No more than 30 days from the receipt of comment from the Regional Director, the board of directors shall approve the written trust policy and any subsequent modifications thereto, which approval shall be recorded in the minutes of the board of directors. Thereafter, the Bank and its Institution-Affiliated Parties shall follow the written trust procedures and/or any subsequent modification thereto.
   (c) No more than 90 days from the effective date of this ORDER, the Bank shall correct the deficiencies commented upon in the FDIC's Report of Examination of the Trust Department as of November 3, 1989. The Bank shall provide the Regional Director and the Commissioner with a written statement detailing the form and manner of any action taken, or to be taken, by the Bank and/or its Institution-Affiliated Parties to correct said deficiencies.

   [.15] 16. No more than 120 days from the effective date of this ORDER, the Bank shall develop an internal audit and control program designed to improve internal controls, accounting practices and recordkeeping. In addition, the Bank shall take the following action immediately:

    (a)(i) Post all pertinent transactions to the general ledger and appropriate subsidiary ledger not later than the close of business of the next succeeding day following completion of such transaction. For purposes of this ORDER, Monday is the next succeeding day following Friday. Such postings shall be in sufficient detail as to permit identification and tracing of each transaction. General ledger and subsidiary records shall be maintained and filed in an orderly manner and shall be made available to examiners; and
         (ii) Close out all unlocated differ-
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      ences in all departments daily through the general ledger.
       (b) Reconcile on the day received each computer trial balance and work processed. Appropriate entries shall be made immediately to correct errors found as a result of such reconciliations.
       (c) Develop a system of control for a separation of duties whereby one individual does not control a transaction from inception to termination.
       (d) Provide system whereby each employee's work is reviewed by his/her supervisor or another qualified employee.
       (e) Initiate a program of rotation of duties to provide for the cross training of employees.

   [.16] 17. Upon receipt of this ORDER, the Bank shall not accept, renew, or roll-over, whether on the same or differing terms and conditions, any brokered deposit unless it has applied for and been granted a waiver of this prohibition by the FDIC in accordance with the requirements of section 29 of the Act, 12 U.S.C. § 1831(f) and section 337.6 of the FDIC's Rules and Regulations, 54 Fed. Reg. 51012 (to be codified at 12 C.F.R. § 337.6). For purposes of this ORDER, the term "brokered deposits" shall have the meaning as set forth in section 337.6.

   [.17] 18. Following the effective date of this ORDER, the Bank shall send to its shareholders a description of this ORDER, (1) in conjunction with the Bank's next shareholder communication, and also (2) in conjunction with its notice or proxy statement preceding the Bank's next shareholder meeting. The description shall fully describe the ORDER in all material respects. The description and any accompanying communication, statement, or notice shall be sent to the FDIC, Registration and Disclosure Unit. Washington, D.C. 20429, for review at least 20 days prior to dissemination to shareholders. Any changes requested to be made by the FDIC shall be made prior to dissemination of the description, communication, notice, or statement.

   [.18] 19. The Bank shall furnish written progress reports to the Regional Director and the Commissioner detailing the form and manner of any action taken to secure compliance with this ORDER and the results thereof every 90 days, beginning 90 days from the effective date of the ORDER. In addition, the Bank shall furnish such reports on request of either the Regional Director or the Commissioner. All progress reports and other written responses to this ORDER shall be reviewed by the board of directors of the Bank and made a part of the minutes of the board meeting.
   20. This ORDER shall become effective 10 days from the date of its issuance.
   The provisions of this ORDER shall be binding upon the Bank, its Institution-Affiliated Parties, successors and assigns.
   The provisions of this ORDER shall remain effective and enforceable except to the extent that, and until such time as, any provisions of this ORDER shall have been modified, terminated, suspended, or set aside by the FDIC.
   Date of issuance: 4-26-90
   Pursuant to delegated authority.

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Last Updated 6/6/2003 legal@fdic.gov