Today, you are serving as an outside director of Insights Bank and Trust. Insights Bank and Trust is located in a small rural community, Midwest City, USA. The bank has total assets of $46 million and is the largest bank in its market. Insights Bank lends primarily to small farm operations and businesses, and offers some consumer installment loans.

McCard family members have owned a majority of the bank's stock since the 1930s and three family members currently sit on its six-person board. The family has opted to include three "outside directors" on the board, two of whom are members of the community. Outside directors are not bank employees or principal shareholders, meaning they do not own 10 percent or more of any class of the bank's voting stock. During this course, you will be one of the three outside directors.

Here is a brief introduction to the McCard family and the outside board members:

The family patriarch, Hiram McCard or "Hi," is chairman of the board and the bank's chief executive officer. Hi has been the driving force at the bank for years and is used to getting his way. Hiram recently initiated his "Vision for Success" program. The goal is to make Insights Bank and Trust the premier lender in its market.
Mike McCard, Hiram's son, is the second family member on the board. Mike is the bank's newly appointed senior loan officer. He replaces the previous senior loan officer who left in January to work at another bank. Mike is a staunch supporter of his father and his father's "Vision for Success" program. Mike is focused on growing Insights Bank and Trust's loan business.

The final family member on the board is Madison McCard. Madison is an attorney and partner in a law firm located an hour east of Midwest City. She carries a heavy caseload at the firm and seldom attends board meetings. However, when she does attend, Madison's contributions are valuable to bank management. In addition to her knowledge and expertise, Madison brings a lot of common sense to the table. She tends to question and consider the information she is given, rather than just accepting what she is told.

Additional board members include George Titus, a local physician.  The remaining board member is Bill Williams, a local pharmacist.  He replaced Wilford Simms, a retired business owner who recently left the bank’s board to retire to Arizona. Like you, Bill is still learning about his responsibilities as a board member.

Orientation

When new directors join the board, some banks provide orientation sessions. These sessions might include discussions on board and committee meeting dates, a general description of how meetings are conducted, an explanation of duties and responsibilities, and a discussion of the materials to be received in advance of meetings and their significance. Here are a few items that might be covered in your orientation.  It might be mentioned that most meetings you attend are likely to follow Roberts Rules of Order to some degree. For more information on Roberts Rules of Order, see Bartleby.com or Roberts-Rules.com.

As part of your orientation, you may be briefed on the bank's key business activities and any significant or sensitive issues confronting the bank. You also might be given an organization chart that includes the bank's senior management team and a brief overview of areas the team supervises. What you receive as an orientation depends upon the board and senior management's decision on what you must know to get started.

Reference View
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Ten Commandments for Directors
Ageless Advice from a Bank Supervisor
The Balance Sheet
The Income Statement

Minutes from Previous Board Meeting

Common Board Committees
Corporate Governance: 10 Best Practices
Sample Director Self-Assessment


Your Orientation
A History in Minutes
Your Bank's Supervisor
Board Basics for your Bank
Red Flags for the Board of Directors
Why Boards Have Committees
Your Board's Committees
Supervisory Actions
Your Audit Committee's Charter
Red Flags for your Audit Committee
Spotlight on the Audit Committee

 

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