Supervisors Symposium - December 2023

Internal Use Only

Corporate Governance: The dirty dozen . . .

1. Board Composition: tenure vs age 2. Nominating committee: director “key attributes” (skills, diversification, business development, etc.) 3. New Director program (fiduciary responsibilities, board portal, strategic plan, public company, etc.) 4. Succession Planning (Board and Mgmt) 5. Technology (tablets, portals, etc.) 6. Strategic vs. Tactical (consent, action, discussion) 7. Management Reports: READ (recommendation/executive summary/analysis/data) 8. Director Reviews: CAR (content/avoid/requests) 9. Committees: structure, timing, report out, rotation 10. Loan Committee: insider, policy exception, large relationship, pipeline, concentrations 11. CEO performance evaluation (vs. Strategic Plan) 12. Training

Documentation is critical Credible Challenge is critical

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© 2023 –FinPro, Inc.

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Internal Use Only

Corporate Governance is getting more and more of a focus . . .

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© 2023 –FinPro, Inc.

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