You Could Get Sued

Welcome to a bank board. This is an exciting time to be serving. Oh, and do you have a director’s liability insurance policy, in case you’re sued?

Serving on a bank board can be a rewarding experience: think about the service you’re doing for your community, the connections you’re making and the businesses you’re learning about. It can also be quite frightening. Directors can and do get sued – especially public company directors.

The liability of serving on a bank board can be so intimidating that many banks offer directors’ and officers’ liability insurance to help attract qualified members to their boards. Board members can face civil and criminal liability for their service. (D&O insurance typically doesn’t cover criminal liability, but you probably don’t need to worry. Criminal liability usually involves activities such as falsifying bank statements, committing fraud or accepting fees or favors in return for special treatment, such as lower rates, which I’m sure you’re not planning to do.)

The pay isn’t great either. While the directors serving on the largest banks in the nation certainly get paid in the six figures, Bank Director’s 2022 Compensation Survey, sponsored by Newcleus Compensation Advisors, proves that’s not the norm. The median fee per board meeting in 2021 was $1,000, with a $30,000 annual cash retainer and $20,292 in equity compensation.

Plus, the responsibilities are numerous. If I were to run you through the 126-page “Director’s Book” published by the Office of the Comptroller of the Currency for national banks, it would be impossible to sum up the duties of the board in an elevator pitch of 30 seconds or less. Indeed, this list of duties and responsibilities seems to expand with every crisis or change in the economy.

Next week’s in-person Bank Board Training Forum, which begins with the Bank Director Certification Workshop on Sunday, Sept. 11, will delve into many of aspects of the roles and responsibilities of bank boards. Jack Milligan, editor-at-large for Bank Director, will lead the workshop. His article 2017 that examines the task of serving on a bank board is relevant today.

Regulators and stakeholders demand an increasing amount of attention and supervision from bank directors. But the overall responsibilities are the same:

• Set clear, aligned and consistent direction regarding the firm’s strategy and risk tolerance.
• Actively manage information flow and board discussions.
• Hold senior management accountable.
• Support the independence and stature of independent risk management and internal audit.
• Maintain a capable board composition and governance structure.

In the end, the task seems like a lot for a part-time job. But the rewards of such service are many. You get to steward a ship that’s instrumental to the success of your communities, providing fuel for its economic engine. The rewards of such service are a job well done. Serving on a bank board isn’t the perfect fit for everyone, but everyone who does should be proud.