Corporate Governance

Examination Objectives, and Examiner PerspectiveJay RepineSenior Examiner - Federal Reserve Bank of Atlanta

Examination Objectives

Evaluation and Assessment of: Organizational Structure Support Framework

Not a Specifically Rated Component CAMELS, ROCA, BOPEC

Corporate Governance Reviews For Large Complex Banking Organizations

(LCBOs) -- Under Risk Focused Supervision

Organizational Structure

Oversight Board of Directors Committee Structure

Clear Lines of ResponsibilityFront Office/Back Office SegregationPolices and Procedures

Support Framework

Risk Management System Reasonable Limits Established Monitoring MIS

Audit, Credit Review, and Compliance Independence, Competence,

Effectiveness

Effective Corporate Governance

Well Documented Meeting MinutesMIS Reports

Clear Metrics/Board of Director Packages Timely Level of Manual Intervention

Risk Assessments -- Pin Point High RiskAudits, Credit Reviews (Regulatory Exams)

Severity of Issues and Ratings Effective and Timely Follow-up

Blank slide notes only

Effective Corporate Governance (continued)

Credit Review Process/Downgrades New Product Review ProcessReporting/Approval of Exceptions and

Limits Exceeded Escalation Lingering Exceptions

Accounting Self Assessments

Other Observations

Personnel Background Checks Character/Integrity

“Follow the Money”Two Questions

Is This Reasonable? Does it Make Sense?

Make “Hard Business Decisions”