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#2281425 - 02/22/23 08:25 PM Board Re-affirmation of Certain Appointments
NeverEndingSupport Offline
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Joined: Jan 2004
Posts: 210
Alaska
Are any of you having your Board of Directors (BOD) reaffirm the Information Security Officer appointments every year? It was brought up that "per OCC" our BOD needs to reaffirm the appointments every year, but I simply cannot locate this guidance.

I checked FFIEC and the OCC Handbook for Corp Governance & Risk Management, but neither indicate that the BOD should be reaffirming these appointments annually. Our Board does reaffirm the BSA/AML Officer appointment each year, but that is the only officer appoint that they reaffirm other than the executive officers.

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General Discussion
#2281468 - 02/23/23 04:05 PM Re: Board Re-affirmation of Certain Appointments NeverEndingSupport
fmissle Offline
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Joined: Jul 2007
Posts: 1,016
Pac NW
Most of our appointments are in our policies, which get approved every year. So CRA, IS, Security, Compliance, BSA/AML/CT, etc.
all get approved annually when the policy is approved.

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#2281506 - 02/24/23 11:23 AM Re: Board Re-affirmation of Certain Appointments NeverEndingSupport
rlcarey Online
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rlcarey
Joined: Jul 2001
Posts: 83,226
Galveston, TX
Why would you have appointments in your policies? That means the policies have to go back to the board every time personnel change. Your policy should designate an individual such as the current XZY Officer or the Asst XYZ Officer that will act as the XXXX Officer in case the board appointed individual is not capable of carrying out their duties or is no longer employed until the board is able to appoint a full-time replacement. You never name actual individuals in your policies.
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#2281551 - 02/24/23 06:51 PM Re: Board Re-affirmation of Certain Appointments NeverEndingSupport
fmissle Offline
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Joined: Jul 2007
Posts: 1,016
Pac NW
We don't name individuals, we name positions.

It's the appropriate way to do this at our institution.

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#2281579 - 02/25/23 08:40 AM Re: Board Re-affirmation of Certain Appointments NeverEndingSupport
rlcarey Online
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rlcarey
Joined: Jul 2001
Posts: 83,226
Galveston, TX
Sorry, I guess I misunderstood when you said: " Most of our appointments are in our policies, which get approved every year. So CRA, IS, Security, Compliance, BSA/AML/CT, etc. all get approved annually when the policy is approved."

If you do not name individuals in your policies, I am not sure what you meant by the above statement.
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#2281652 - 02/28/23 12:42 AM Re: Board Re-affirmation of Certain Appointments NeverEndingSupport
fmissle Offline
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Joined: Jul 2007
Posts: 1,016
Pac NW
It is the policy of the bank to comply with the requirements of the blah blah blah.

"The Board appoints the COO as the BSA/AML/CFT Officer. "

"The Board appoints the Director of Loan Operations as the CRA Officer"

"The Board appoints the CCO as the Compliance Officer"

etc.

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#2281655 - 02/28/23 12:35 PM Re: Board Re-affirmation of Certain Appointments NeverEndingSupport
rlcarey Online
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rlcarey
Joined: Jul 2001
Posts: 83,226
Galveston, TX
I am sorry, it appears that you have a vast misunderstanding of what a board appointment consists of. The board of directors would have to make appointments by resolution and not through the approval of some policy. A board appointment to a specific position also requires that the board actually names the individual to whom they are appointing to the position. I think you need to sit down with your corporate legal counsel.
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#2281675 - 02/28/23 05:10 PM Re: Board Re-affirmation of Certain Appointments NeverEndingSupport
fmissle Offline
Diamond Poster
Joined: Jul 2007
Posts: 1,016
Pac NW
Thanks for your input, although I entirely disagree.

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#2281715 - 03/01/23 03:09 PM Re: Board Re-affirmation of Certain Appointments NeverEndingSupport
HappyGilmore Offline
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Joined: Jun 2004
Posts: 19,844
Pulling people out of the ditc...
offering an example, and i agree with what Randy has stated. our board approves all SVP and higher promotions/hires, as well as "named positions"

for example:

John Banker - EVP and BSA Officer - board approval required
Billy Teller - Bank Officer - no board approval required
BSA Policy - "The Bank will name a BSA Officer with responsibility for..." - board approval required but no name attached

BSA Policy is approved by Board annually, BSA Officer is only approved when putting someone in that role, no annual approval
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