New Oversight Concerns for Bank Directors: Avoiding Shareholder Actions and Regulatory Scrutiny

Bank Secrecy Act, New Credit Loss Methodology, Board Composition, Cybersecurity

This program has been cancelled

A live 90-minute premium CLE webinar with interactive Q&A

Wednesday, June 12, 2019

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

This CLE webinar will examine corporate governance and regulatory issues that are expected to be of significant concern to bank directors and C-suite officers in 2019. The panel will discuss the role counsel can play in establishing proper board governance and oversight and the benefits of doing so.


Banks have recently benefited from reduced capital requirements and other deregulation under Dodd-Frank reform, but governance and regulatory issues remain fundamental concerns for bank directors and C-suite officers.

Several corporate governance and regulatory issues have been receiving particular attention from regulators, proxy advisors, and investors in the past year. They are cybersecurity; Bank Secrecy Act/AML compliance; the implementation of the new current expected credit loss (CECL) methodology; board oversight and director quality; and board diversity. Each of these issues merits board-level attention and direction and will require input from counsel.

As directors are well aware, boards have a duty to shareholders to ensure that their members possess sufficient skills, experience, and judgment to serve the company. Proxy advisers and institutional investors want measurable ways to assess director competence and ensure quality board oversight. Investors and proxy advisers are also increasingly focused on board diversity as a critical issue for 2019 (gender diversity is now the law for public companies with offices in California).

Listen as our panel discusses governance and oversight issues that will merit special attention from bank directors in the coming year, and the essential role of counsel in establishing a framework for addressing those issues.



  1. Introduction – Role of board directors and C-suite in bank governance and oversight
  2. Spotlight on critical regulatory issues
    1. Cybersecurity
    2. BSA/AML
    3. CECL Methodology
  3. Spotlight on critical governance issues
    1. Board oversight
    2. Director quality
    3. Board diversity
  4. Conclusion – Expectations for 3Q and 4Q 2019
    1. Shareholder Proposal Trends
    2. Supervisory Expectations
    3. Corporate Governance Themes


The panel will review these and other key issues:

  • In what respects have cybersecurity and BSA/AML compliance been elevated to a board level concern?
  • What steps should a board take to ensure implementation with the new CECL methodology?
  • How should a board evaluate its directors to ensure competent oversight of bank operations?
  • Corporate governance from the perspective of financial institutions.


Jones, Mark
Mark Windon Jones

Troutman Sanders

Mr. Jones’ practice focuses on the transactional, corporate governance and disclosure needs of public and private...  |  Read More

Tweed, Zayne
Zayne Ridenhour Tweed

Troutman Sanders

Mr. Tweed represents public and private companies with respect to corporate governance matters, capital issues and...  |  Read More