I question who should be on the following committee's. Should the Auditor be on the Audit/Examining Committee,
BIS Auditor be on BIS Steering Committee or DP Examining Commitee, can a Diretor of the Board be on Trust Examining Committee but works and is a Chairman of a different Bank?
Can a Trust Officer be on the Retirement, Employees' Pension Trust Committee? Any help will be greatly appreciated!

OPINIONS ARE MINE AND NOT MY EMPLOYER!

I assume that you are talking about BoD committees. The way I understand those committees, only directors should sit on the committees, but call those employees that they need. The auditor should probably be a regular attendee of the Audit Committee meetings. The BIS auditor and the Trust officer should attend meetings as the committee deems necessary (although the BIS Auditor may be needed more frequently). However, IMHO, these individuals should not be members.

You mention in your post a question about whether or not you can have a director on your board that works for, and is a chairman of a different bank. IMHO, there is an inherent conflict of interest there. How does that particular Director plan to work in the best interest of your organization when he works for another bank? Just food for thought. I am not positive about this, but it may even be in violation of law. I defer to one of my more experienced peers for that one.

If you're a public company, there are some very strict standards on who may serve on the Audit Committee - they must be an outside Director, not a principal shareholder, and have a high level of financial expertise. The bank employees you mention may serve as ex-officio members of the committees, at the board's request, but they definitely cannot vote.

I know of no regulation or law that precludes a CEO of another bank from serving as a director. It doesn't seem logical that a competitor would be asked to serve, but if the director's bank is in another market, I don't see a conflict of interest.

There is a regulation "Management Interlocks" at least for OTS institutions that requires the OTS to approve the director serving on 2 boards in the same community. The term "community" has a very broad definition - they consider the LA CMSA to be a "community". Both Banks must apply for an exemption and then continue to support the exemption every year. First of all the boards of the banks must be willing to let this happen.

FYI - If you are interested, refer to Management Interlocks 12 CFR 348 regarding regulations prohibiting management officials from one bank serving as a management officals at another bank. There are some very specific prohibitions.

These are Bank Committee's for a national bank. Our policies have these committees listed along with the names I question? The Trust Examining committee has a diretor of the board alone on this committe and he/she is also a director on the board and chairman at another bank.
The opinions are mine and not my employer!

Well of course! Management Interlocks didn't enter my mind - my experience with this has been with CEO's of banks outside our market area (and yes, I researched Management Interlocks before he was elected). Obviously, this BOD should have explored all of this, and taken steps to insure that these rules weren't violated in appointing this CEO to their board.

As far as membership on other BOD committees - aside from the Audit Committee, IMHO, the board can designate who it wants to serve on the committees. For example, they'd probably want their controller and investment portfolio manager to serve on the ALCO, the chief lender to serve on the loan committee, etc. Any other regs I overlooked?!?!

Maybe I am not making myself clear.

He/She is a Director on Our National Bank. He/she is also a director/chairman on a State Bank within 10 miles of each other in Oklahoma. He/she is on the Trust Examining Committee all by he/herself. the BOD is going to modify this committee list in thier annual board meeting. I was trying to find out if we need to revise the committee before the board meets and appove the committee's.
So, what I am gathering from everyone is that it is OKAY for the BIS Auditor to be on the BIS steering Committee and the DP Exaiming committee. The auditor on the audit/examining committe.
OPINIONS ARE MINE AND NOT MY EMPLOYER!!!

IMHO, the Audit and BIS/DP auditors should not be members of the BoD committees. Only directors should be members of those committees. The auditors should be at those meetings regularly for reporting and things of that nature.

To be honest, one person on a committee is not a committee at all. Does this individual have decisionmaking authority? The board should find members that are qualified to serve with that director and make up a true committee, that's my opinion. The board should absolutely be in agreement on who sits on the committees. Certain committees should only have outside directors on them, like the audit committee. Certainly the Trust Examining Committee should have someone qualified to understand matters related to Trust . I hope that this helps!

I think Lestie was pretty clear. Outside of the Audit Committee, the BOD or Management can pretty much appoint whomever they choose to bank committees. I would be sure that the individuals (as a whole) have the knowledge and experience to make appropriate decisions on the subject matter and that you watch out for conflicts of interest. Other than that - go for it.

Sorry - looks like we overlooked the part of your question that you really wanted answered! I think the answer is to look at the Management Interlock rules, here for the OCC, and determine if the board member in question is even eligible to serve on your board. If he/she is, then he/she is eligible to serve on any committee, at the whim of the BOD.

Does that help? As far as only one director being on the trust committee, again, that is for the BOD to decide, but IMHO, I'd try to get at least a couple of directors on it.

And the auditor may serve on the Audit/Examination committee only if your bank is not a public institution. Most OCC examiners like for a more independent audit committee for banks over five hundred million in assets, as well.

Kind of related, but generally when you have a BOD level committee, do these folks (on a small committtee, not like have the board) vote on the committee, or do they generally gather the info and forward a recommendation for the full board to vote on so you can have a quorum, or can you have a quorum on the committee level?

Hi, we have a general audit/compliance committee
set up to meet once a month, included is,
VP-Audit, myself-Compliance, and various directors,
that changes from year to year (apparently,
they are needed on some other committee). It does work,
as long as you let them know what they are in
for and what their responsibilities are.