Bank Director Orientation
Bank Director Orientation
Before your bank nominated a new director, it probably did not administer a quiz on what the person knew about banking, banking regulation, and being a bank director. Your bank was relying on the person’s experience, reputation in the community (in the case of non-community banks, the “community” takes on a larger and different meaning), and any background checks.
The new person will learn on the “job.” But that takes time and it is hit and miss. It is more than just reading your bank’s financials and gaining an understanding of your management and people. It also may involve further training for those who may not have all of the skills or knowledge to serve to the best of their ability.
That’s where a formal orientation comes into play.
As soon as practical after appointment or election to the board, a new director should be fully advised about the affairs of the financial institution. This is an excellent method of assuring the new director achieves meaningful participation as soon as possible.
Financial and business data
The following are suggestions for getting the new board member started. A briefing package should be part of the educational process. A sample package might include the following (these can be reviewed on bank premises):
- Copies of the financial institution’s current financial statements
- Copies of the institution’s published financial statements for the past five years
- Key ratios of performance and safety, with appropriate explanations of each
- Reports of examination and internal and external audit reports for the past five years
- Board minutes and reports, with appropriate explanations, for the past five years
- Copies of the bank’s major policies (major should be defined and influenced by committee structure and the director’s committee assignments), including the bank’s code of conduct and/or code of ethics
- Copies of the bank’s by-laws and charter and board committee charters
- Reports on litigation, regulatory matters, or pending corporate action such as mergers, acquisitions, divestitures, new stock issues, etc.
- Significant activity reports such as planned expansion activities (branching, acquisition, new business opportunities)
- A copy of the bank’s strategic plan and other important business plans
- A copy of the appropriate regulatory publication (FDIC, OCC, Fed, State) regarding the duties of directors, and selected private-sector publications regarding directors
- A complete listing of the institution’s directors and officers, including a brief description of their backgrounds and duties
Before attending the first board meeting, the new director should meet other board members and members of senior management in a social/business setting.
The new director should also meet one-on-one with the five top executive officers and Chairman to ask questions and to receive a summary of their respective roles.
AABD offers core courses to bank directors, including new directors, either individually or as a group. Core courses can be conducted by conference call or in person.
Membership in AABD
AABD provides complimentary memberships to new bank directors
Annual training schedule
The Chairman or President/CEO should meet with the new director to help identify gaps in the knowledge base of the new director in order to plan an annual training schedule. AABD’s Bank Director Certification Program awards credits to directors for attending suitable programs or webinars. Once the director has completed the core course and six hours of supplemental instruction, AABD awards the Certificate of Completion.
Business development and expectations of board members
In community banks, directors can be very effective in attracting business for the bank. If the bank has an organized effort to support bank directors’ referral activities, it should explain to the new director what the director can do to attract business.
Shortly after AABD was formed (in 1989), a director of a savings and loan association who had been sued by the RTC after his institution failed asked us for some advice on how to manage his defense. The most striking aspect of the case was that he was being sued entirely on the basis that he had voted, at his first board meeting, in favor of approving two large loans that later suffered losses. The first board meeting is as important as the last. New directors need to be prepared.