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#2257696 - 08/04/21 09:47 PM Reg O Survey
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The attorney at the bank I work indicates the survey of Insiders is to have each person who could be an insider tell us whether they think they are an insider and have appropriate power to make decisions. I believe the survey is to collect the list of bank insiders by asking bank management, affiliates , etc. who their insiders are so that we can track if we have any loans to them or know who they are in case we wanted to lend to them. I don't think asking a VP is he/she is an executive makes sense as I don't think a VP has the decision making capability to determine if they are an executive officer. I think asking the bank president or the affiliate president is a more reasonable method, or getting a copy of each resolution where the company defines their executive officers. I think that is what you are surveying - to find out who each company believes is an executive officer/director. Am I wrong?

We are part of a large holding company and the bank has many affiliates. We know which ones meet the definition to be included. My thought was we just "survey" each affiliate and bank by collecting their board resolutions that list their executive officers, and asking their presidents, as well as collecting the list of their directors. Then we compile all into a list of bank Insiders. Then we can ask each of the Insiders for a list of their related interests. Then we have our records to show who are insiders and we can query our systems to find loans. Am I over simplifying?

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#2257698 - 08/04/21 10:01 PM Re: Reg O Survey Working From Home
rlcarey Online
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rlcarey
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Posts: 83,227
Galveston, TX
A board determines who has powers the rise to the level of an executive officer. If there is not a board resolution so stating or it is in the by-laws, then it defaults to the following, which you really do not want:

The chairman of the board, the president, every vice president, the cashier, the secretary, and the treasurer of a company or bank are considered executive officers, unless the officer is excluded, by resolution of the board of directors or by the bylaws of the bank or company, from participation (other than in the capacity of a director) in major policymaking functions of the bank or company, and the officer does not actually participate therein.

Asking Joe VP if he thinks he is an EO is ridiculous.
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#2257699 - 08/04/21 10:14 PM Re: Reg O Survey Working From Home
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Thanks and OMG I agree. Then what happens when someone says "no, I am not an executive" when they are defined by board resolution to be one. Or when that lowly VP says "Yes, I am one" when they are not. It is just asking for trouble.

We have a resolution for each company that is updated annually, so it seemed so simple to me. I am in a heated battle with the attorney. Do you think once a year collecting the resolutions for each affiliate and asking the affiliates for a list of the names of their directors then collecting the related interests of all and any loans suffices as a survey? That is what I am proposing. The attorney thinks I'm high.

We actually update the list of insiders and loans each time a resolution changes, and each time an executive officer or director of any of our affiliates comes or goes. So I feel like we are on top of it. But I'd hate to be wrong.

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#2257702 - 08/04/21 11:16 PM Re: Reg O Survey Working From Home
rlcarey Online
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rlcarey
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Galveston, TX
Sounds like you have a better handled on things than they do.
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The opinions expressed here should not be construed to be those of my employer: PPDocs.com

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#2257721 - 08/05/21 02:15 PM Re: Reg O Survey Working From Home
Rocky P Online
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Florida
Going to present one other item to supplement Randy's

Example, for lending - a Senior Vice President loan officer may have a higher loan authority than a loan officer, but they generally have to comply with the board/bank approved underwriting guidelines. They do not make policy, they adhere to it.

For purposes of SEC (stock company), the definition of insider is different. That would be anyone who has knowledge of an activity before it is released to the public, and can include administrative assistants, mailroom, printshop, etc.
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