NASHVILLE, TENN., July 18, 2022 – Bank Director, the leading information resource for directors and officers of financial institutions nationwide, released its 2023 Governance Best Practices Survey Results, sponsored by Barack Ferrazzano‘s Financial Institutions Group.
Results reveal that many respondents representing banks below $1 billion in assets see gaps in board-level expertise around risk, regulations and technology. Just a third say their board possesses cybersecurity expertise, while 95% say their board has finance and accounting experience.
This lack of board-level skill and knowledge could mean the board is ill-equipped to ask questions about key risks or business opportunities at a time when the operating environment looks increasingly tough.
However, despite the lack of boardroom expertise, respondents do feel confident about their board’s ability to monitor risk, with 94% calling their board very or somewhat effective at executing that responsibility. When asked about duties specific to risk oversight, 81% say the board reviews, approves and monitors the bank’s risk limits, and 73% say they hold management accountable for adhering to the risk governance framework.
“The risk of not having specific technology or cyber expertise is that you don’t have someone overseeing management who understands the lingo and knows if what’s getting done is appropriate,” says Robert Fleetwood, a partner in the Financial Institutions Group at Barack Ferrazzano. “You’re gonna have a board that might not have a true understanding of the possible significance of [data breaches or email hacks] and the practical effects of how to fix it if there is an issue.”
While the board can’t be expected to be experts on everything, a diversity of professional backgrounds can help the boardroom as a whole ask better questions and provide a credible challenge to management.
“It’s vital that bank boards represent an array of skills and backgrounds, but a strong resume alone doesn’t make a good director,” says Emily McCormick, vice president of editorial & research at Bank Director. “Bringing on board members who are engaged and intellectually curious, and possess the expertise needed in the boardroom, contributes greatly to effective oversight.”
Key Findings Also Include:
Focus On Asset/Liability Management
A majority of respondents (83%) say their board revisited its asset/liability management policy over the past 12 months. Almost all (93%) believe their board is somewhat or very effective at monitoring asset/liability risk.
Stamp Of Approval
Sixty-four percent — primarily representing banks below $10 billion in assets — say their board approves individual loans, either as an entity or via a board-level committee, while 36% say their board approves policies and limits but not individual loans.
Finding New Board Members
Fifty-six percent say their board or governance/nominating committee cultivates an active pool of potential board candidates, while over a third (34%) say it does not. When asked what their board does to attract new potential directors, many share in anonymous comments that they rely on personal networks or referrals from existing board members.
Turnover In The Boardroom
Almost half (49%) say that one or two new directors have joined their board since January 2020, while 22% say that three or four new directors joined in that time. Twenty percent say that no new directors have joined their board in that three-year period.
Dialing Up Diversity
More than half (57%) of respondents say their board has three or more diverse directors, as defined by gender, race or ethnicity — up slightly from last year’s survey. Another 36% this year say their board has one or two directors who fit that definition.
Eighty-three percent of all respondents say their board has established guidelines around virtual meeting attendance.
The survey includes the views of 195 independent directors, chairs and CEOs of U.S. banks below $100 billion in assets. Full survey results are now available online at BankDirector.com.
About Bank Director
Bank Director reaches the leaders of the institutions that comprise America’s banking industry. Since 1991, Bank Director has provided board-level research, peer insights and in-depth executive and board services. Built for banks, Bank Director extends into and beyond the boardroom by providing timely and relevant information through Bank Director magazine, board training services and the financial industry’s premier event, Acquire or Be Acquired. For more information, please visit BankDirector.com.
About Barack Ferrazzano Kirschbaum & Nagelberg LLP
BFKN’s Financial Institutions Group is one of the largest banking groups focusing on community and regional banks across the U.S. We represent financial institutions from de novo to acquisition, and everything in-between. Our group is relationship-driven — we treat our clients like you treat your customers. The Group has represented over 300 financial institutions in recent years, ranging from community banks to larger, publicly traded regional and super-regional banks. We have one of the largest practice groups in the country focused on servicing financial institutions, with many of our partners and associates devoting their full attention to the representation of financial institutions in corporate transactions, securities, regulatory, litigation, executive compensation and employee benefits, and other related matters.
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