THE ROLEOF A NATIONALBANK DIRECTORTHEDIRECTOR’S�BOOKOfce of the Comptroller of the CurrencyOctober 2010
Electronic copies of this book are available at the OCC’s Web site at. To order printed copies, please e-mail requests to[email protected] Or send requests toOfce of the Comptroller of the Currency�ATTN: Publications�Mail Stop 2-3�Washington, DC 20219�
PREFACE�A bank’s board of directors plays a critical role in the successful operationof the bank. Te health of a bank depends on a strong, independent,and attentive board that adopts efective corporate governancepractices. Te board has the fundamental responsibility of directingthe management of the bank’s business and afairs, and establishing acorporate culture that prevents the circumvention of safe and soundpolicies and procedures. In addition, directors have certain fduciaryresponsibilities to the bank’s shareholders, depositors, regulators, andcommunities it serves.Te Ofce of the Comptroller of the Currency (OCC), the agencyresponsible for regulating national banks,1recognizes the challengesfacing current and prospective bank directors. Te OCC published thisbook to help bank directors fulfll their duties in a prudent manner.Te book summarizes laws and regulations that directors should beaware of and contains concepts and standards for the safe and soundoperation of a bank.The Director’s Bookwas frst published in 1987 and revised in 1997.Tis 2010 edition updates the guidance to refect legal and regulatorychanges since 1997. Directors should tailor their implementation ofthe guidance in this book to refect the size, scope of operations, andrisk profle of the bank on whose board they serve.Te guidance in this book does not constitute a legal opinion thatconduct consistent with it protects a director from liability. Conversely,conduct inconsistent with such guidance does not necessarily resultin violation of the law and possible liability. Instead, directors should1Te Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law on July 21,2010, provides that supervisory authority for federal thrifts is to be transferred from the Ofce ofTrift Supervision to the OCC. Te date of the transfer must be within one year of enactment, withthe possibility of a six-month extension.
review their responsibilities and conduct on an ongoing basis and seekadvice from counsel when necessary.Te guidance in this book does not create rights for banks or bankdirectors, or create obligations for the OCC. In particular, the OCC isnot bound by any internal procedures set forth in the guidance, otherthan the extent to which the OCC may be bound by existing law.Additional information on specifc topics mentioned in this book canbe found on the OCC’s Web site at or on the OCC’sNational BankNet Web site at . National BankNetis an OCC-operated Web site exclusive for national banks. BankNet