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The goal of this article is to provide guidance to bank holding companies and their boards in understanding and applying sound corporate governance practices. As a threshold matter, it is important to note that a bank's board of directors constitutes a group of persons chosen to serve the corporation by: 1) promoting constituent interests (often, but not exclusively, stockholder interests); 2) serving as the body governing the corporation's affairs; and 3) overseeing the management of the corporation. In this role, the board provides both oversight and strategic direction to the corporation. In recent years the latter role, providing strategic direction, although essential to a business's long-term success, has often been neglected in favor of enhanced oversight functions in the curren...
The committee structure is the backbone of the board of directors. There are so many responsibilities imposed on bank directors that the work of the board must be delegated in part to committees. The purpose of loan committees is to ensure the quality of loan and investment portfolios. The volume of detail required for an adequate review and understanding of the quality of loans and other investments makes the creation of a loan committee a virtual necessity. Asset and liability management is the management of the institution's investments, loans, other assets, and its liabilities for the purpose of maintaining profitable spreads between the cost of liabilities and asset yields, consistent with prudent risk. In today's increasingly competitive environment, it is essential that the board...
WASHINGTON, Aug. 24 /PRNewswire/ -- In light of the forthcoming U.S. Securities and Exchange Commission's (SEC) proxy access hearing on Wednesday, August 25, 2010 and eventual ruling, The National Association of Corporate Directors (NACD) is providing corporate boards and directors with public access to a new Template for Disclosure of Director Skills and Attributes. The template will help directors fulfill the 2009 SEC requirement obligating boards to disclose their rationale for director qualifications and their process for determining the right mix of directors for executing the board responsibilities. The template empowers boards to proactively present these disclosures going forward, and helps to position the board positively with shareholders who are demanding increased transparen...
Infant and juvenile products maker Kid Brands Inc. on Monday said President and Chief Executive Officer Bruce G. Crain has resigned, effective immediately, and that Chairman of the Board Raphael Benaroya will be taking over his duties while the board of directors searches for a successor for the East Rutherford-based business. Benaroya will assume all responsibilities of the CEO until a successor is appointed. A search committee of the board has been created to oversee the process for the selection of a new CEO and an executive search firm has been retained to conduct the search.
The purpose of the Governance Task Force is to review and evaluate the current governance structure of ACA International, including the ACA Board of Directors and Executive Committee; members and membership; divisions and units; the rights and responsibilities of units and ACA; the relationship between ACA and its state units and between the state units and ACA; the dues structure; alternative governance structures and other such matters. If interested in reviewing the full task force scope of review, please e-mail JuHe Brooks at brooksj@acainternational.org.
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