Bank Directors Seminar, Coeur d'Alene, ID

11/09/2018

Fiduciary Responsibilities: Duty of Loyalty

• Remain free from conflicts of interest • Ensure allegiance to the organization in all the decision- making • Do not divert a business opportunity for personal gain

Loyalty

Fiduciary Responsibilities: Duty of Obedience

• Protect and maintain the public’s trust • Understand its obligations to state, local, and federal regulations • Establish governing documents • Tap external legal or accounting professionals as needed

Obedience

Mandatory Board Considerations

• Provide oversight

• Create anti-fraud policy

• Maintain appropriate affiliate and holding company relationships

• Understand the drivers of financial performance

• Implement a hotline

• Oversee compensation and benefits

• Select, retain and

• Empower the audit committee

oversee management

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