Community Bank Board Compliance

12/19/19

When is the last time your Board reviewed the contents of the board package?  If you have not reviewed the information that your board reviews on a monthly basis in over 12 months, you may not be providing the information you should.

The reports in the board package have traditionally been somewhat non-specific, often based on guidelines provided by the Office of the Comptroller of the Currency or FDIC.  Our community bank boards have traditionally been focused on the analysis of the bank’s financial performance.  This approach was based on the philosophy of “more is better”, so the bank made sure it provided everything the board needed to carry out its responsibilities.

A shift in the banking industry as well as the overall economy has complicated board reporting for banks of all sizes. Each required policy has its own reporting requirements, which may not necessarily be directly linked to board reporting, it does influence it and requires reporting standards. This is primarily because such documentation may be expected to serve as a partial record of the bank’s processes and procedures for the benefit of regulators.

While financial performance analysis continues to play a significant part in reporting to the board, the inclusion of operational risk management and compliance management adds to the amount of information that bank officers are obligated to include in their presentation to bank directors. Considering that the data being reported to the Board comes under scrutiny from so many different avenues, and carries severe penalties for banks found not following a best practices; the importance of reporting has significantly increased. This can be quite challenging for smaller banks where senior management already finds themselves wearing more than one or even two hats.

Heightened risk and compliance considerations call for a more thorough, broader analysis. The reactive, approach is not considered adequate and must be replaced with pro-active monitoring and reporting. In a nutshell, the reports have to be comprehensive, but meaningful. There is an implied obligation to educate the bank’s directors regarding the best practices employed by the bank,  so they can effectively make decisions based on the information they are presented.

For these reasons alone, banks need to reassess their approach to board reporting, if they haven’t already.

The two key overall areas to reevaluate are content and delivery.

Board packages should be delivered well in advance of the scheduled board meeting to allow ample time to review the information before time for discussion.  Delivery encompasses more than just a timing factor. 

An effective delivery incorporates the following:

·       Easy-to-understand presentation

·       Useful information

·       Direct delivery from the data source, not a report that has been manually crafted by someone

It would be virtually impossible to meet all of the requirements for report delivery outlined above without the use of technology. The bank’s IT system (platform) can produce timely and accurate information for reports to be included in the board package. Systems can accumulate data across business units, making it realistic to provide support data for ongoing risk assessments and for reporting at the business unit level. This technology can function not only as a comprehensive collection of financial information, but can also be used as the focal point for bank-wide risk management and control.

The use of technology-produced reports supplies not only accurate data, but it also accumulates data over time which provides an active, dynamic benchmark against which bank performance can be measured. All the information in a data warehouse produced by the IT platform ties back to the source—the financials and the general ledger—allowing the bank’s management team to walk into a meeting with the information they need to support their position. If auditors request reports to assist them in their analysis, the bank can go to the data warehouse and recreate reports if there is any question of potential irregularities.

Once we have the delivery issues addressed, we can focus on the actual reporting and Best Practices.

Board members greatly appreciate a shift towards a more efficient and effective agenda, with a focus on committee reports and presentation of only meaningful information about the condition and operations of the bank. Most directors only visit the bank once or twice a month, which makes a full understanding of the bank’s plans and status very difficult. There needs to be an educational element in board meetings. Most directors have an ongoing need and desire for growth and development in their understanding of the banking industry. With education, directors can become more effective in their recognition and understanding of the risks to be monitored, as well as the factors that most influence a bank’s strength and performance.

Financial and operational presentations by management should focus on informing the board members on what time it is; not how the watch was built. This approach can result in more interesting and informative board meetings and will likely result in greater interaction and participation by the board members.

There are no regulatory requirements on information that must be included in the monthly board package, the only requirement is that the board should receive and review enough information to effectively manage and oversee the bank.  That being said, there are a few Best Practices for assembling information for your board’s review.

Best Practice #1 -- Provide the Board with Information, Not Data

Change the monthly financial report to something meaningful.  Most boards need to know only about 20 – 30 key data points and ratios and how those numbers compare to budget, peer banks and prior year results to have a good handle on the condition of the bank.

The typical financial report at a bank board meeting is encompassed in a 25 – 30 page document that blurs into a very detailed, and often meaningless, presentation of pure data that is often difficult to follow.

Providing meaningful information in an understandable format is essential for the board members to identify and manage risk. Less is often more in effective board presentations.

Best Practice #2 – Encourage Board Participation

No board should have a Devil’s Advocate who is in opposition to everything, but there should be an open enough relationship in the board room which allows for opposing views and occasional “no” votes.  Many times there are meaningful questions that go unasked in the board room. Board members need to feel informed and comfortable enough to ask challenging questions, and also to say that they don’t understand a proposal or a presentation.

In my experience, “why?” can be a very powerful question. I know several bank boards that have greatly benefited from a few independent thinking directors in the past years that lead up to the current economic downturn. Those directors had the insight and the courage to question the popular belief of the booming real estate market.  More importantly, the culture of the boards on which they served allowed for real discussion of concerns expressed by directors.

Information to include in the board package:

Financial performance reports – These reports provide supporting information of the bank’s health and profitability.

Risk management reports - Board reports should allow the bank’s directors to assess the institution’s ability to manage, monitor and control risks through the review of processes, policies, and practices.

Again, there are no regulatory requirements for these reports, and it is obviously different for each bank.  Consider your bank’s complexity and markets and require your management to provide information that will give you the ability to make informed and quality decisions.