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

DOCUMENT THE DELIBERATIONS

Decision-makers: 5. Facts showing each director informed to the extent the director reasonably believes appropriate in the circumstances 6. Facts showing each director has history of being informed and overseeing the corporation, and no “red flags” that would alert a reasonably attentive director to inquire

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ADDITIONAL BEST PRACTICES

 Note names of dissenting directors  Note when management leaves room  Omit time references (other than when meeting called to order and adjourned)  Records of executive sessions are very concise  Independent chair or lead director takes executive session minutes

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