Bank Directors Seminar, Coeur d'Alene, ID, September 15-17, 2019

REQUIREMENTS FOR THE DECISION-MAKER Identify facts showing, for each director: 1. Objective and independent 2. Acted in good faith 3.

If conflicting interests then acted only in the best interest of the corporation and shareholders Any personal benefit received is not unfair Director informed to the extent reasonably believes appropriate in the circumstances Has history of being informed and overseeing the corporation There are no “red flags” that would reasonably cause a director to inquire

4. 5.

6.

7.

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DELIBERATION PRACTICES

 Regular non-management executive sessions  Involve management expertise in areas where relevant  Involve outside advisors as part of independence

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