Highlights:
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As fiduciaries, directors and officers are obliged to act in the best interests of the institution, free of self dealing or conflicts of interest.
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Legal counsel representing an insured depository institution are reminded that their fiduciary duty, both legally and ethically, compels them to advance only the interests of the institution.
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Financial institution records belong exclusively to the financial institution. Many institution records are subject to federal privacy and information security requirements.
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FDIC-prepared supervisory records are the property of the FDIC. The FDIC as receiver has the unrestricted and sole right to possess and use the books, records, and assets of a failed financial institution.
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Directors and officers need access to financial institution records to carry out their official duties and operate the financial institution as a going concern. However, copying and removing financial institution and supervisory records in anticipation of an institution's failure violates applicable federal statutes and FDIC regulations.
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The Federal Deposit Insurance Act gives the FDIC the authority to pursue enforcement actions against directors, officers, and institution-affiliated parties who knowingly or recklessly engage in violations of law or breach of fiduciary duty.
Distribution:
FDIC-Supervised Institutions
Suggested Routing:
Board of Directors
Chief Executive Officer
Legal Counsel
Attachment:
Guidelines Regarding the Copying and Removal of Confidential Financial Institution Information
Related Guidance:
Parts 350.9, 353.3(g), 364 (App. B), 332, and 334 of the FDIC Rules and Regulations
FIL-15-98 (Reissued) Guidelines for Legal Advice to Financial Institution Directors
Contact:
Martin P. Thompson, Senior Review Examiner, at (202) 898-6767 or marthompson@fdic.gov
John Dorsey, Counsel, at (202) 898-3807 or jdorsey@fdic.gov
Note:
FDIC Financial Institution Letters (FILs) may be accessed from the FDIC's Web site at www.fdic.gov/news/news/financial/2012/index.html.
To receive FILs electronically, please visit http://www.fdic.gov/about/subscriptions/fil.html.
Paper copies may be obtained through the FDIC's Public Information Center, 3501 Fairfax Drive, E-1002, Arlington, VA 22226 (877-275-3342 or 703-562-2200).
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