Establishing sound corporate governance processes and procedures that encourage safe and sound banking practices is an essential duty of every bank’s Board of Directors. The WBA Model Policy Library is designed as a starting point to accomplish this goal.
The library contains model charters that the board may use to establish specific board committees to oversee certain management functions, and model policies that the board may adopt to help ensure board members are complying with certain fiduciary and regulatory obligations. In addition, the documents included in the library are models, intended to be modified by the bank to meet its specific organization’s needs.
Materials in the WBA Model Policy Library were prepared by the Boardman & Clark LLP Banking Group.
Model Policies
Every policy purchase includes:
- WBA Director Toolkit General Instructions
- The policy (in a word document format)
- Any applicable instructions for that specific policy
Click the link below to begin your order.
Compliance with Business Judgment Rule
This Policy is intended to provide guidance and assistance to the Directors of Bank to help assure that their decisions as Directors are in compliance with the business judgment rule and therefore the Directors should receive the protections of the business judgment rule regarding their decisions as applicable under state law.
Compliance with Management Official Interlocks Law and Regulation
This Policy helps assure compliance by the Board of Directors of Bank with the law and regulations relating to management official interlocks in connection with the election of a new director or hiring of a new senior executive.
Compliance with Regulation O
This Policy describes the limitations and requirements relating to Bank’s extensions of credit to insiders. As well, the Policy requires that Bank’s lending personnel and insiders are knowledgeable about their respective obligations and responsibilities under Regulation O.
Compliance with Sections 23A and 23B of the Federal Reserve Act
This Policy helps assure Bank’s compliance with Sections 23A and 23B of the Federal Reserve Act and its implementing regulation, Regulation W, or any equivalent regulation used by Bank’s federal regulator.
Corporate Opportunities
This Policy helps assure that the Directors of Bank satisfy their duty of loyalty to Bank, and the avoidance of improper pursuit of corporate opportunities that belong to Bank.
Fiduciary Duties of Directors
This Policy is intended to provide guidance and assistance to the Directors to help assure them that their decisions as Directors are in compliance with and satisfy their fiduciary duties to Bank and its shareholder(s).
Holding Company Stock Policy
This Policy sets forth guidelines to be followed by Holding Company in the purchase of Holding Company stock from time to time from the shareholders of Holding Company. The purpose of this Policy is to more formally state Holding Company’s general willingness to purchase its stock from time to time from shareholders interested in selling their stock at the price established in accordance with this Policy, subject, however, to the provisions of this Policy, including, without limitation, the retention of capital by Holding Company and the obligation of Holding Company to serve as a source of strength to Bank.
Indemnification and Insurance for Directors
This Policy establishes the procedures and terms for indemnification of Bank Directors who are made or threatened to be made parties to any civil or administrative action, suit, proceeding, or investigation by reason of being a Director, and to document Bank’s commitment to provide insurance for the protection of its Directors.
Oversight Responsibilities of the Board of Directors
This Policy is intended to help the Directors of Bank better understand the management and organizational oversight responsibilities of the Directors with respect to Bank under the various legal duties of the Directors under applicable state law.
Prohibitions on Gifts and Favors
This Policy informs Directors and other Bank Personnel about the Bank Bribery Law, and establishes policies on acceptable business practices related to accepting gifts and favors in connection with Bank business.
Safeguarding Confidential Information
This Policy helps assure that the Directors of Bank satisfy their duty of confidence to Bank by protecting and holding confidential information obtained in their capacities as Directors of Bank.
Self-Dealings and Conflicts of Interest
This Policy helps assure a Director’s compliance with their duty of loyalty to Bank and the avoidance of insider dealings and inappropriate conflicts of interest.
4 Model Committee Charters
Every policy purchase includes:
- WBA Director Toolkit General Instructions
- A model charter and specific instructions for that charter
- Resolutions
Click the link below to begin your order.
The Compensation and Benefits Committee
This Charter sets forth the purpose, procedures and duties of the Compensation and Benefits Committee. The Committee oversees the establishment, maintenance and administration of Bank’s compensation programs and employee benefit plans, including reviewing and approving the executive officers’ compensation.
The Finance and Audit Committee
This Charter sets forth the purpose, procedures and duties of the Finance and Audit Committee. This Committee (i) provides advice to the Board and management with respect to the financial matters of Bank, (ii) oversees the accounting and financial reporting processes of Bank and Bank’s internal and external audit process, (iii) assists the Board in fulfilling its oversight responsibilities regarding finance, accounting, and tax compliance, and (iv) evaluates securities offerings, merger and acquisition transactions and investment transactions proposed by Bank’s management.
The Nominating and Corporate Governance Committee
This Charter sets forth the purpose, procedures and duties of the Nominating and Corporate Governance Committee. This Committee (i) advises the Board with respect to the Board’s composition, procedures and committees, (ii) recommends to the Board individuals qualified to serve as Directors of Bank and on committees of the Board; and (iii) oversees the evaluation of the Board.
The Risk Management Committee
This Charter sets forth the purpose, procedures and duties of the Risk Management Committee. The Committee assists the Board of Directors with understanding and assessing the existing, potential and prospective impact of risk position on future Bank performance. The Committee oversees and works with Bank management to establish strong risk management systems that identify, measure, control and monitor risk and develop key policies with respect to oversight of such risks.
