Our list of Reg. O covered Executive Officers includes the Internal Audit Manager and the Compliance Manager. I have never worked at a Bank which included these two positions on the resolution list adopted annually in accordance wtih 12 CFR Part 215. Should they be removed from the list?

Do they make policy decisions? If they do, they should be there.

Internal Audit Manager as an executive officer?? Kind of jeopardizes their independence a little?????

Is there a definition of "executive officer" in the regs? In some banks and other organziations, the CAE is part of the executive team, not as a policy maker but as an advisor on control, tax, regulatory, etc. concerns. The fact they are considered part of the executive team doesn't automatically impact their independence -- unless, there is a definition on executive officer in the regs that states some of the duties would impact their independence.

Sec. 215.2 Definitions
(e)(1) Executive officer of a company or bank means a person who participates or has authority to participate (other than in the capacity of a director) in major policymaking functions of the company or bank, whether or not: the officer has an official title; the title designates the officer an assistant; or the officer is serving without salary or other compensation.\1\ 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.

While an Audit Manager may provide valuable input on issue to management, if they are actually a part of the decision making process, IMHO it severely impacts their independence.