I have read that the executive officers of our holding company are considered to be executive officers of our bank. Is that accurate? If yes, can they be excluded by a resolution of the Board? Our HR person is an EO of the holding company but that's all I know at this point. I just need to figure out if she needs to complete the Reg O forms. I appreciate any input and any Reg O references you can give.

Karen Sue, my position is that holding company executive officers are executive officers of your bank, by virtue of the fact that they can set policy at the holding company level that must be followed by the bank.

The definition of an executive officer in Reg O is one participates or is authorized to participate in the major policy-making functions of the bank. From past experience, I can tell you that the examiners will look at someone's actual authority, as well as their apparent authority. So excluding someone by board resolution won't prevent someone who actually participates in the policy-making functions of the bank from being considered an executive officer.

I would agree with Paul.

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excluding someone by board resolution won't prevent someone who actually participates in the policy-making functions of the bank from being considered an executive officer.

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This is very true. And if this becomes reality, you look really dumb too.