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Director's Corner

San Francisco Region Director's College Computer- Based Training
Management


The Role of a Bank Director
Being selected as a bank director is an honor reflecting your reputation for success in business, your community involvement, and your high integrity. The board is a critical factor in the success of an institution and a significant factor in assigning the management component rating. Bank directors are not only responsible to the stockholders who elected them, they must also be concerned with the safety of depositors' funds and the pervasive influence the bank exercises on the community it serves. While selection of a competent executive management team is critical to the successful operation of any bank, the continuing health and success of the bank are dependent upon an interested, informed and vigilant board of directors. The one fundamental and essential attribute that all bank directors must possess, without exception, is personal integrity. Other desirable personal characteristics include:

  • A genuine interest in performing your duties and responsibilities to the best of your ability
  • An ability to recognize and avoid potential conflicts of interest
  • The capacity for sound business judgment
  • A familiarity with the bank's trade area and economic conditions
  • Independence

This module will discuss the key responsibilities of directors, explain how management is evaluated and rated during an examination, and help you to develop ideas on how to enhance your performance as a director. The numerous deficiencies noted in the examination exercise will reinforce these concepts.

Key Responsibilities of Directors
It is important to differentiate between the board's and the management team's responsibilities. As board members, your primary responsibilities are to:

  • Establish clear direction, policies, and risk limitations for the bank - Directors should not be involved in the day-to-day operations of the bank, but need to establish policies that give clear guidance with regard to acceptable activities, procedures, and risk limitations.


  • Hire qualified senior officers - Senior officers should have a proven ability to operate departments or institutions of similar complexity and share the same attributes as directors (personal integrity, knowledge of trade area, capacity for sound business judgment, etc.).


  • Ensure that management operates the bank within your established policies and risk limitations: Since directors are not typically involved in day-to-day activities, this is accomplished by:
    • Implementing an effective internal audit and review program
    • Establishing an effective management reporting system (board packages, committee minutes, UBPR analysis, etc.)
    • Reviewing regulatory examination reports
    • Staying involved by visiting the bank, attending meetings (especially with regulators and auditors), and by asking questions

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