Corporate Governance

Laws and Regulations

Key laws and regulations that pertain to FDIC-supervised institutions; note that other laws and regulations also may apply.

• Appendix A to Part 364 — Interagency Guidelines Establishing Standards for Safety and Soundness provide operational and managerial standards for safety and soundness, which form the basis of an effective corporate governance program
• Section 19 of the FDI Act — Penalty for Unauthorized Participation by Convicted Individual addresses ownership or participation in an insured depository institution by any person who has been convicted of a crime involving dishonesty or a breach of trust or money laundering, or has agreed to enter into a pretrial diversion or similar program in connection with a prosecution for such offense
• Part 303, Subpart L and Part 308, Subpart M address participation in the affairs of an insured depository institution by individuals convicted of crimes involving dishonesty or breach of trust or money laundering, or who have agreed to enter into a pretrial diversion program for such offenses
• Section 337.3 and Federal Reserve Board Regulation O address extensions of credit from an institution to its executive officers, directors, and principal shareholders
• Federal Reserve Board Regulation W restricts certain transactions between banks and their affiliates

Supervisory Resources

Frequently asked questions, advisories, statements of policy, and other information issued by the FDIC alone, or on an interagency basis, provided to promote safe-and-sound operations.

• A review of corporate governance assesses the sufficiency and effectiveness of the framework in relation to principles outlined in the following examination manuals and handbook
  • Section 4.1 — Management of the Risk Management Manual of Examination Policies
  • Section II. Consumer Compliance Examination — Compliance Management System of the Consumer Compliance Examination Manual
  • Section 1 — Management of the Trust Examination Manual
  • Business Continuity Management and Management booklets from the FFIEC IT Handbook
• Corporate Codes of Conduct: Guidance on Implementing an Effective Ethics Program discusses prudent principles for written policies to promote honest and ethical conduct, compliance with applicable rules and regulations, and accountability
• Statement Concerning the Responsibilities of Bank Directors and Officers addresses duties of loyalty and care owed to shareholders, depositors, and other creditors of the bank
• Guidance on Sound Incentive Compensation Policies discusses prudent principles for consideration in the design and implementation of incentive compensation arrangements, and related policies and procedures that consider potential risks and risk outcomes
• Advisory Statement on Director and Officer Liability Insurance Policies, Exclusions, and Indemnification for Civil Money Penalties discusses the risk associated with coverage exclusions and provides a reminder that a policy may not be purchased providing indemnification to institution-affiliated parties for civil money penalties assessed against them
• Guidance for Managing Third-Party Risk provides a general framework for oversight and risk management of third-party relationships and discusses the board of directors' responsibility for outsourced activities

Other Resources

Supplemental information related to safe-and-sound banking operations.

• FDIC's Supervisory Insights — Special Corporate Governance Edition April 2016 (Revised October 2018) highlights key governance concepts, roles and responsibilities of directors and senior management, and how FDIC examiners evaluate governance at community banks
• Pocket Guide for Directors [Spanish] provides directors with accessible and practical guidance for meeting their duties and responsibilities

Videos/Webcasts/Teleconferences

Informational videos and recordings of prior webcasts and teleconferences.

• The FDIC’s Technical Assistance Video program includes videos that provide an overview of the FDIC and the examination process, information for new board members, and an overview of corporate governance, including a board’s key responsibilities.