A few days before each meeting, hopefully you will receive a "director's packet" containing background material. Depending upon the size of the institution and matters under consideration, the packet may be quite large.

Typically, these materials will be organized according to where they appear on the agenda. The agenda will provide a broad overview of matters to be discussed and may serve as a de facto table of contents. Consequently, the agenda will often be the first item you find in your packet. 

Often, minutes follow the agenda and this is where you should probably start your review. Reading the minutes of the last meeting will re-acquaint you with issues confronting the bank. It will also provide you information on any assignments made to deal with issues and the follow-up reports expected. If you are a new director, you should obtain copies of minutes from the last several meetings. This allows you to see the bank's problem-solving process in action and will help you trace the evolution of issues the bank currently faces. It will also allow you to judge the quality of the minutes. For example, if you can't determine what transpired at meetings - who attended, who presided, what matters were discussed or reviewed, what issues were raised and who voted - the minutes need to be improved. For more information about the contents of minutes as well as how minutes can both prepare and protect you in carrying out your duties as a bank director, review the Minutes from the Previous Board Meeting.

There are least two ways to proceed with your review of remaining packet materials. One approach is to go through each page in the order it is presented. Another approach is to order each topic based on its importance or the potential exposure it presents to the bank. For example, if your bank is introducing an important new loan product you may want to start with reports that deal with the product's features, projected volume, funding and administrative requirements and marketing strategies. If loan problems are a pressing issue, you'll want to spend more time reviewing loan reports and management's action to correct these problems. In addition, if the bank is the plaintiff or defendant in a large lawsuit, you may decide to make those materials your priority.

Regardless of the approach taken, it's important to look over all materials. If matters covered or analyses presented are unclear, ask questions. If more documents are needed for you to make an informed decision, request them. Your goal is to make informed decisions that you believe are in the bank's best interest.

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: Consequences of noncompliance
Corporate Governance: What is Risk?
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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