The Director's Book: The Role of a National Bank Director

This document outlines the role of a National Bank Director. The Director’s Book was first published in 1987 and revised in 1997. This 2010 edition updates the guidance to reflect legal and regulatory changes since 1997. It contains general concepts and standards for the safe and sound operation of a bank, and summarizes various laws and regulations of which directors should be aware.

The document discusses in detail:

• The importance of the Board of Directors, including:
  • Board composition;
  • The Board's role in risk management;
  • The relationship between the Board and other regulators.
• The Board's responsibilities that include:
  • Being aware of the bank's operating environment;
  • Hiring and retaining competent management;
  • Maintaining an appropriate board structure;
  • Monitoring operations;
  • Overseeing business performance;
  • Serving community credit needs.
• The Board's role in planning and policy.
• The Director's individual responsibilities that include:
  • Being diligent;
  • Being loyal to the bank's interests.
• Directors and the Law, including:
  • Common Law liability;
  • Statutory and regulatory liability;
  • Indemnification and insurance.
• Potential administrative actions that include:
  • Action against National Banks;
  • Action against individual Directors.