The Society submitted this comment letter today in response to the FDIC’s recently proposed corporate governance and risk management guidelines, which are aimed at all insured state nonmember banks, state-licensed insured branches of foreign banks, and insured state savings associations with $10 billion or more in total assets. Among other things, the Society’s letter addresses the proposal’s one-size-fits-all approach to governance; its imposition of expectations and responsibilities on boards of directors of tasks and duties that are properly within the purview of management; and its overreach into practices that are already governed by other sources of authority, including state law and stock exchange listing rules, and suggests changes to address these concerns. As previously reported, the FDIC recently extended the comment deadline to February 9, 2024.
The Society thanks Mayer Brown Special Counsel (and Society member) Larry Cunningham and his colleagues, who drafted the letter, with participation from several Society members who provided seasoned insights and content for the letter.