NCUA's Focus On Corporate Governance

www.marktreichel.com

https://www.linkedin.com/in/mark-treichel/

Guest Speakers:
- Todd Miller 
- Steve Farrar 

Key Topics Covered:

1. Definition of Corporate Governance
- Set of processes, customs, policies, and laws affecting how a corporation is directed and controlled
- Structure of rules, practices, and processes that determine corporate culture
- Board responsibility for setting corporate culture

2. Resources for Directors
- NCUA has limited specific resources on corporate governance
- FDIC resources recommended:
  * Pocket Guide for Directors
  * 2016 Supervisory Insights
  * Proposed guidance for larger institutions
  * YouTube video on corporate governance

3. Key Board Responsibilities:
- Setting appropriate tone and corporate culture
- Approving and overseeing strategic planning (3-5 year outlook recommended)
- Establishing and approving policies
- Creating code of ethics
- Providing active oversight of management
- Selecting qualified executive officers
- Ensuring ongoing director training
- Conducting board self-assessments
- Overseeing compensation and performance management

4. Important Considerations:
- Board composition and diversity of skills/backgrounds
- Documentation of strategic plan changes
- Importance of independent but cooperative relationship with management
- Training and self-assessment requirements
- Three lines of defense in risk management:
  * Frontline units
  * Independent risk management
  * Internal audit

Notable Quotes:
"By and large, directors are very dedicated and do a very good job of keeping our system safe and sound." - Todd Miller

Resources Mentioned:
- FDIC Director's Resource Center
- NCUA Required Policies List
- Quantum Governance (board training resource)