Corporate Governance and Structure

Summary

In the absence of a federal body of corporate law, both the OCC and the OTS allow a national bank or federal stock association to adopt the corporate governance procedures of one of the following 12 CFR 7.2000(b) and 552.5(b)(3):

The law of the state in which the main office of the bank or association is located;
The law of the state in which the bank or association's holding company (if any) is located;
The Delaware General Corporation Law; or
The Model Business Corporation Act

Miscellaneous OCC governance interpretations

CBCA filings; execution of enforceable agreement

Election of corporate governance provisions of model business corporations act

Corporate governance provisions of Virginia state law

Restructuring of credit card, international, consumer and commercial finance businesses

Termination of national bank activities

Trust company organized as an LLC

Management interlocks

Notice of change of director or senior executive officer

Statutory authority found at 12 USC 1831i

Certain banks, bank holding companies and savings associations must give their federal regulator 30 days notice of their intention to appoint a person to its board of directors or to employ a person as a senior executive

Notice necessary if institution is in a troubled condition

Bank or association has a CAMELS rating of 4 or 5 (See topic Exam Ratings)
CAMELS rating of 4 or 5 for bank holding company or "Unsatisfactory" for an S&L holding company
Institution or holding company is subject to certain types of enforcement orders such as a consent order, formal written agreement, C&D or PCA related to safety and soundness
For details of these and other types of enforcement orders, see the topic Enforcement

OCC Regulations 12 CFR 5.51

FRB Regulations - 12 CFR Part 225, Subpart H Reg Y

225.71 Definitions
225.72 Director and officer appointments; prior notice
requirement
225.73 Procedures for filing, processing, and acting on
notices; standards for disapproval; waiver of
notice

FDIC - 12 CFR Part 303, Subpart F

303.100 Scope
303.101 Definitions
303.102 Filing procedures and waiver of prior notice
303.103 Processing
303.104-303.119 [Reserved]

OTS - 12 CFR Part 563, Subpart H

563.550 What does this subpart do?
563.555 What definitions apply to this subpart?
563.560 Who must give prior notice?
563.565 What procedures govern the filing of my notice?
563.570 What information must I include in my notice?
563.575 What procedures govern OTS review of my
notice for completeness?
563.580 What standards and procedures will govern OTS
review of the substance of my notice?
563.585 When may a proposed director or senior
executive officer begin service?
563.590 When will the OTS waive the prior notice
requirement?

See the "Changes in directors and senior executive officers" booklet of the Comptroller's Licensing Manual

Regulations by agency

FRB - Since it is not a chartering agency, the FRB does not have
any regulations directly controlling corporate governance
and structure

FDIC - Since it is not a chartering agency, the FDIC does not have
any regulations directly controlling corporate governance
and structure

OCC

12 CFR Part 7, Subpart B - Corporate practices

Subpart B - Corporate practices

7.2000 Corporate governance procedures
7.2001 Notice of shareholders' meetings
7.2002 Director or attorney as proxy
7.2003 Annual meeting for election of directors
7.2004 Honorary directors or advisory boards
7.2005 Ownership of stock necessary to qualify as
director
7.2006 Cumulative voting in election of directors
7.2007 Filling vacancies and increasing board of directors
other than by shareholder action
7.2008 Oath of directors
7.2009 Quorum of the board of directors; proxies not
permissible
7.2010 Directors' responsibilities
7.2011 Compensation plans
7.2012 President as director; chief executive officer
7.2013 Fidelity bonds covering officers and employees
7.2014 Indemnification of institution-affiliated parties
7.2015 Cashier
7.2016 Restricting transfer of stock and record dates
7.2017 Facsimile signatures on bank stock certificates
7.2018 Lost stock certificates
7.2019 Loans secured by a bank's own shares
7.2020 Acquisition and holding of shares as treasury
stock
7.2021 Preemptive rights
7.2022 Voting trusts
7.2023 Reverse stock splits
7.2024 Staggered terms for national bank directors and
size of bank board

OTS

12 CFR Part 543 Federal mutual savings associations -
incorporation, organization, and
conversion

543.10 Organization after conversion
543.11  Organization plan for governance during first years
           after issuance of Federal mutual savings bank
           charter
543.11-1 Grandfathered authority
543.14 Continuity of existence

12 CFR Part 544 - Charter and bylaws

544.1 Federal mutual charter
544.2 Charter amendments
544.4 Issuance of charter
544.5 Federal mutual savings association bylaws
544.6 Effect of subsequent charter or bylaw change
544.7 In association offices
544.8 Communication between members of a Federal
mutual savings association

12 CFR Part 552 Federal stock associations - inc ,
organization and conversion

552.4 Charter amendments
552.5 Bylaws
552.6 Shareholders
552.6-1 Board of directors
552.6-2 Officers
552.6-3 Certificates for shares and their transfer
552.10 Annual reports to stockholders
552.11 Books and records
552.13 Combinations involving Federal stock assoc
552.14 Dissenter and appraisal rights
552.15 Supervisory combinations
552.16 Effect of subsequent charter or bylaw change

12 CFR Part 569 Proxies

569.1 Definitions
569.2 Form of proxies
569.3 Holders of proxies
569.4 Proxy soliciting material

NCUA

12 CFR Part 701 Organization and operation of federal
credit unions

701.1 Federal credit union chartering, field of membership
modifications, and conversions
701.6 Fees paid by federal credit unions
701.14 Change in official or senior executive officer in
credit unions that are newly chartered or are in
troubled condition

701.19 Benefits for employees of Federal credit unions
701.20 Suretyship and guaranty
701.21 Loans to members and lines of credit to members
701.22 Loan participation
701.23 Purchase, sale, and pledge of eligible obligations
701.24 Refund of interest
701.25 Charitable contributions and donations
701.26 Credit union service contracts
701.30 Services for nonmembers within the field of
membership
701.31 Nondiscrimination requirements
701.32 Payment on shares by public units and nonmembers
701.33 Reimbursement, insurance, and indemnification of
officials and employees
701.34 Designation of low-income status; receipt of
secondary capital accounts by low-income
designated credit unions
701.35 Share, share draft, and share certificate accounts
701.36 FCU ownership of fixed assets
701.37 Treasury tax and loan depositaries; depositaries
and financial agents of the government
701.38 Borrowed funds from natural persons
701.39 Statutory lien

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