Why Mutual Banks Won’t Sell

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Two Massachusetts banks hope to preserve their mutual status for years to come by merging their holding companies now, in an example of how M&A tends to be a different story for mutual institutions.

Newburyport Five Cents Bancorp and Pentucket Bank Holdings recently received board approval to merge into a single holding company. The combined organization, with $2.5 billion in assets, will likely get a new name, Newburyport CEO Lloyd Hamm told a local news outlet. Meanwhile, $1.5 billion Newburyport Five Cents Savings Bank and $947 million Pentucket Bank will maintain their separate brands.

“We definitely want to emphasize it’s not a merger of the banks, and we will likely select a new name for the co-branded holding company,” Hamm told The Daily News in Newburyport. The new organization also plans to change its bylaws in order to make it more difficult for a future leadership team to take the company public. “This is ensuring mutuality for decades to come,” Hamm said.

All employees of the two banks will keep their jobs, and executives intend to invest more in technology, training and talent, and increase charitable giving under the combined holding company. No branch closures are planned as part of the deal.

According to data from S&P Global Market Intelligence, there have been just three combinations of mutual banks in the past five years, including the deal between Newburyport Bank and Pentucket Bank, which was announced in December 2022.

The dearth of mutual bank M&A essentially comes down to numbers: The U.S. had just 449 mutual institutions at the end of 2021, according to the Federal Deposit Insurance Corp., out of 4,839 total banks. In some respects, mutual banks may more closely resemble credit unions than public or privately held banks, though credit unions have been more actively acquiring FDIC-insured institutions, accounting for 56 deals over the past five years. Mutual banks have no shareholders and are effectively owned by their depositors. Any profits they generate are returned to their depositors in some fashion, for example, in the form of lower rates on mortgages. Last year, the FDIC approved the first de novo mutual bank to launch in over 50 years, Walden Mutual in Concord, New Hampshire.

Because mutual banks don’t have shareholders, they don’t need to always focus on the next, most profitable move, says Stan Ragalevsky, who has worked extensively with mutual banks as a partner with K&L Gates in Boston.

“If you’ve been sitting on the board of a small [mutual] bank, you realize there’s a lot of changes going on in banking, but you also think ‘We’re making money. We may not be making 80 basis points, but we’re making 45 basis points,’” Ragalevsky says. “They feel comfortable that they’re doing the right thing.”

Some of those sentiments showed up in Bank Director’s 2023 Bank M&A Survey: 77% of mutual bank executives and directors participating in the survey say they’re open to M&A but focus primarily on organic growth. Just 12% want to be active acquirers, compared to 23% of all respondents.

Furthermore, all of the 20 mutual participants say their bank’s board and management would not be interested in selling within the next five years, compared to 52% overall. When asked why they were unlikely to sell, many refer back to their institution’s mutual status and a wish to maintain an independent banking option in their communities.

Compared with deals involving publicly held banks, mutual bank deals also tend to be driven by the board more than the management, Ragalevsky adds. While board members may be motivated to some degree by personal self interest — retaining a board seat, for example — “there’s also a sense of commitment to the community,” he says.

Additionally, many prospective mutual bank sellers may be constrained by a lack of like-minded buyers. This very reason is partly why $1.4 billion Cooperative Bank of Cape Cod, based in Hyannis, Massachusetts, is unlikely to sell anytime soon, says CEO and Chair Lisa Oliver.

“We don’t sell, because there’s nobody to buy [us]. We’re owned by our depositors in a non-stock kind of way. If anything, it would be a merger for lack of succession planning, if that were really critical,” Oliver says. “But there are plenty of potential candidates that can be hired to become CEOs of a small bank.”

Some also argue that mutuals’ independent streak is, to some degree, woven into their history. Many mutual banks, particularly in the Northeast, trace their roots back over 100 years, when they were initially founded to provide banking services for poor and working class families.

“The mutual bank movement has been one of the greatest, most successful social and business experiments,” Ragalevsky says. “Mutual banks were formed to improve people’s lives — they weren’t formed to make money. They were formed to improve people’s lives, and they’ve done that.”

Time to Automate All Bank Processes

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The uncertain economic environment, with a recession likely on the horizon and inflation driving up costs, has given banks a unique opportunity: revisiting their existing compliance and operational systems, and exploring long-term, scalable solutions in response to looming and increasing regulatory pressure.

Leveraging machine learning and automation to power digital transformation can address the concerns that keep bank directors up at night — especially since financial institutions may be expected to begin providing more data over the coming months. This comes at a time when banks are dealing with a number of external challenges; however, bank directors know they cannot skimp on adherence to strict compliance requirements. Missing a revenue goal is unfortunate, but from what we’ve heard from our customers, missing a compliance requirement can be a devastating blow to the business.

Increasing Regulatory Risk
Banks and other lenders may encounter financial strain in adding more compliance staff to their teams to address new regulations. Among them, Section 1071 of the Dodd-Frank Act requires financial institutions to report demographic information on small business loans. Regulators are reworking the Community Reinvestment Act. In response, banks are considering how they can leverage automated compliance systems for fair lending, loan servicing and collections.

Bankers are quick to acknowledge that the manual processes involved in data verification should be eliminated if their institutions have any hope of staying ahead of the curve. Furthermore, labor shortages and increased competition for talent has increased costs associated with these tasks — yet their necessity is imperative, given regulatory scrutiny.

As loan originations decrease during an economic slowdown or recession, it may look like delinquency rates are increasing as the ratio of delinquent loans to originations increases — even with no notable changes in delinquency cases. The increasing ratio could trigger scrutiny from the regulators, such as the Consumer Financial Protection Bureau.

If that happens, regulators look into whether the borrower should have received the loan in the first place, along with any fair lending bias concerns, and whether the bank followed appropriate procedures. Regulators will scrutinize the bank’s loan servicing and collections compliance procedures. Given that traditional manual reviews can be more inconsistent and vulnerable to human error, this becomes an incredibly risky regulation environment, especially where data integrity is concerned.

To mitigate risk and increase operational efficiency, banks can use end-to-end document processors to collect, verify and report data in a way that adheres to existing and pending regulation. Implementing these processes can eliminate a large portion of time and labor costs, saving banks from needing to recruit and hire additional compliance professionals every time fair lending and servicing requirements become more demanding.

Automated Processing
Lenders like Oportun, a digital banking platform powered by artificial intelligence, have found that leveraging intelligent document processing has reduced the cost of handling physical documents and traditional mail by 80%, increased margins, lowered instances of human error and improved data integrity. Enhancing customer experiences and providing quality data are crucial for Oportun; this makes their operational goals more cost-effective and scalable, and increases the capacity for Oportun’s team.

“[Automation] has helped us establish some strong controls around processing mail and servicing our customers,” Veronica Semler, vice president of operations at Oportun, says. “It’s reduced the risk of mail getting lost … it has increased our efficiency and made things easier for our team members in our stores.”

Institutions that leverage automated systems and machine learning for compliance can reduce labor costs, provide customers with high quality, efficient service and deliver accurate data to regulators. This provides companies like Oportun, which was an early adopter of machine learning, with an advantage over competitors that use traditional manual review methods.

Implementing document automation into existing systems allows banks to address compliance concerns while laying the groundwork for growth. Automation systems provide the tools for banks to reduce friction in lending and operations, enhance their controls and reduce human error — giving boards confidence that the bank can provide accurate, quality data ahead of any new fair lending and servicing regulations. Now is the time for boards and executives to recession-proof their banks and facilitate long-term success by investing in automation for document processing.

How Banks Can Win the Small Business Customer Experience

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In the first stages of the pandemic, it became apparent that many banks were unable to effectively meet the needs of their small business customers in terms of convenience, response time, fast access to capital and overall customer experience. Innovative financial technology companies, on the other hand, recognized this market opportunity and capitalized on it.

Bankers recognize the importance of providing their business banking customers with the same fast and frictionless digital experience that their consumer retail banking customers enjoy. So, how can banks ensure that they are competitive and continue to be relevant partners for their small business customers?

The reality of applying for most business loans below $250,000 is a difficult experience for the applicant and a marginally profitable credit for the bank. Yet, the demand for such lending exists: the majority of Small Business Administration pandemic relief loans were less than $50,000.

The key to making a smooth, fast and convenient application for the borrower and a profitable credit for the lender lies in addressing the issues that hinder the process: a lack of automation in data gathering and validation, a lack of automated implementation of underwriting rules and lack of standardized workflows tailored to the size and risk of the loan. Improving this means small business applicants experience a faster and smoother process — even if their application is declined. But a quick answer is preferable to days or weeks of document gathering and waiting, especially if the ultimate response is that the applicant doesn’t qualify.

But many banks have hesitated to originate business loans below $100,000, despite the market need for such products. Small business loans, as a category, are often viewed as high risk, due to business owners’ credit scores, low revenues or lack of collateral, which keeps potential borrowers from meeting banks’ qualifications for funding.

Innovative fintechs gained the inside track on small business lending by finding ways to cost-effectively evaluate applicants on the front-end by leveraging automated access to real-time credit and firmographic and alternative data to understand the business’ financial health and its ability to support the repayment requirements of the loan. Here, much of the value comes from the operational savings derived from screening out unqualified applicants, rerouting resources to process those loan applications and reducing underwriting costs by automating tasks that can be performed by systems rather than people.

To make the economics of scale for small dollar business lending work, fintechs have automated data and document gathering tasks, as well as the application of underwriting rules, so their loan officers only need to do a limited number of validation checks. Adopting a similar approach allows banks to better position themselves to more cost effectively and profitably serve the borrowing needs of small business customers.

Although some fintechs have the technology in place to provide a faster, more seamless borrowing experience, many lack the meaningful, personal relationship with business owners that banks possess. They typically must start from scratch when onboarding a new loan customer, as opposed to banks that already own the valuable customer relationship and the existing customer data. This gives banks an edge in customizing offers based on their existing knowledge of the business client.

While consumer spending remains strong, persisting inflationary pressures and the specter of a recession continue to impact small businesses’ bottom lines. Small business owners need financial partners that understand their business and are nimble enough to help them react to changing market dynamics in real time; many would prefer to manage these challenges with the assistance of their personal banker.

The challenge for bankers is crafting and executing their small business lending strategy: whether to develop better business banking technology and capabilities in-house, buy and interface with a third-party platform or partner with an existing fintech.

Better serving business customers by integrating a digital, seamless experience to compliment the personal touch of traditional banking positions financial institutions to compete with anyone in the small business lending marketplace. With the right strategy in place, banks can begin to win the small business customer experience battle and more profitably grow their small business lending portfolios.

Taking Control and Mitigating Risk With a Collateral Management System

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For many banks, managing the manifold economic and internal risks has been a stressful and very manual process.

Truly gaining a comprehensive overview of all the collaterals associated with a bank’s lending business is often the top desire we hear from clients, followed by in-depth reporting and collateral management workflow capabilities. Historically, collateral management in wealth management lending has often been a siloed process with each department managing it individually. And the need for additional resources in credit and risk departments has been a growing trend. In our research, the processes in which banks are managing their collaterals vary but often involve collecting data from a variety of sources, tracking in spreadsheets manually, and pulling rudimentary reports from the core banking system that only gives basic aggregated information at best.

Banks need a way to monitor and manage collateral for all their lending products, not just securities-based lending. An enterprise collateral management solution allows credit and risk professionals to:

• Gain an accurate and up-to-date overview of collaterals across different asset and loan types in real-time for marketable securities, if desired.
• Set up multiple credit policies.
• Perform portfolio concentration analysis for more in-depth insights on potential risks.
• Pull pre-defined and custom reports quickly and efficiently.
• Automate collateral release support.
• Assess borrower’s risk across the entire relationship through data visualizations and modules.
• Conduct in-depth “what-if” stress testing for marketable securities to proactively mitigate any potential risks.

Make Decisions and Act With Efficiency
Many organizations are siloed and visibility across groups is an organization struggle. The lack of visibility across teams can cause operation and client-facing staff to struggle with making timely and informed decisions. A digital, streamlined enterprise collateral management solution can create efficiencies for cross-team collaboration. Your bank’s team should look for solutions with features like tools, reports and workflows that enable them to make informed decisions and act with efficiency, including:

• Automatic calculation of collateral release.
• Portfolio concentration analysis to provide more in-depth insights on potential risk.
• Rule-based and streamlined workflows to support collateral call management in scale with efficiency and at a reduced cost.

The standards for bank risk management and customer service today are at some of their highest levels today; management teams are looking for immediate answers to their questions in this uncertain environment. It is essential that banks have a technological solution that equips their team to have the answers at their fingertips to provide the service clients expect and deserve. Now more than ever, financial institutions need a collateral management solution that provides speed, transparency, efficiency and a streamlined digital workflow to support the new hybrid working environment.

How Banks Can Speed Up Month-End Close

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In accounting, time is of the essence.

Faster financial reporting means executives have more immediate insight into their business, allowing them to act quicker. Unfortunately for many businesses, an understaffed or overburdened back-office accounting team means the month-end close can drag on for days or weeks. Here are four effective strategies that help banks save time on month-end activities.

1. Staying Organized is the First Step to Making Sure Your Close Stays on Track
Think of your files as a library does. While you don’t necessarily need to have a Dewey Decimal System in place, try to keep some semblance of order. Group documentation and reconciliations in a way that makes sense for your team. It’s important every person who touches the close knows where to find any information they might need and puts it back in its place when they’re done.

Having a system of organization is also helpful for auditors. Digitizing your files can help enormously with staying organized: It’s much easier to search a cloud than physical documents, with the added benefit of needing less storage space.

2. Standardization is a Surefire Way to Close Faster
Some accounting teams don’t follow a close checklist every month; these situations make it more likely to accidentally miss a step. It’s much easier to finance and accounting teams to complete a close when they have a checklist with clearly defined steps, duties and the order in which they must be done.

Balance sheet reconciliations and any additional analysis also benefits from standardization. Allowing each member of the team to compile these files using their own specific processes can yield too much variety, leading to potential confusion down the line and the need to redo work. Implementing standard forms eliminates any guesswork in how your team should approach reconciliations and places accountability where it should be.

3. Keep Communication Clear and Timely
Timely and clear communication is essential when it comes to the smooth running of any process; the month-end close is no exception. With the back-and-forth nature between the reviewer and preparer, it’s paramount that teams can keep track of the status of each task. Notes can get lost if you’re still using binders and spreadsheets. Digitizing can alleviate some of this. It’s crucial that teams understand management’s expectations, and management needs to be aware of the team’s bandwidth. Open communication about any holdups allows the team to accomplish a more seamless month-end close.

4. Automate Areas That Can be Automated
The No. 1 way banks can save time during month-end by automating the areas that can be automated. Repetitive tasks should be done by a computer so high-value work, like analysis, can be done by employees. While the cost of such automation can be an initial barrier, research shows automation software pays for itself in a matter of months. Businesses that invest in technology to increase the efficiency of the month-end close create the conditions for a happier team that enjoys more challenging and fulfilling work.

Though month-end close with a lack of resources can be a daunting process, there are ways banks can to improve efficiency in the activities and keep everything on a shorter timeline. Think of this list of tips as a jumping off point for streamlining your institution’s close. Each business has unique needs; the best way to improve your close is by evaluating any weaknesses and creating a road map to fix them. Next time the close comes around, take note of any speed bumps. There are many different solutions out there: all it takes is a bit of research and a willingness to try something new.

Growth Milestone Comes With Crucial FDICIA Requirements

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Mergers or strong internal growth can quickly send a small financial institution’s assets soaring past the $1 billion mark. But that milestone comes with additional requirements from the Federal Deposit Insurance Corp. that, if not tackled early, can become arduous and time-consuming.

When a bank reaches that benchmark, as measured at the start of its fiscal year, the FDIC requires an annual report that must include:

  • Audited comparative annual financial statements.
  • The independent public accountant’s report on the audited financial statements.
  • A management report that contains:
    • A statement of certain management responsibilities.
    • An assessment of the institution’s compliance with laws pertaining to insider loans and dividend restrictions during the year.
    • An assessment on the effectiveness of the institution’s internal control structure over financial reporting, as of the end of the fiscal year.
    • The independent public accountant’s attestation report concerning the effectiveness of the institution’s internal control structure over financial reporting.

Management Assessment of Internal Controls
Complying with Internal Controls over Financial Reporting (ICFR) requirements can be exhaustive, but a few early steps can help:

  • Identify key business processes around financial reporting/systems in scope.
  • Conduct business process walk-throughs of the key business processes.
  • For each in-scope business process/system, identify related IT general control (ITGC) elements.
  • Create a risk control matrix (RCM) with the key controls and identity gaps in controls.

To assess internal controls and procedures for financial reporting, start with control criteria as a baseline. The Committee of Sponsoring Organizations (COSO) of the Treadway Commission provides criteria with a fairly broad outline of internal control components that banks should evaluate at the entity level and activity or process level.

Implementation Phases, Schedule and Events
A FDICIA implementation approach generally includes a four-phase program designed with the understanding that a bank’s external auditors will be required to attest to and report on management’s internal control assessment.

Phase One: Business Risk Assessment and COSO Evaluation
Perform a high-level business risk assessment COSO evaluation of the bank. This evaluation is a top-down approach that allows the bank to effectively identify and address the five major components of COSO. This review includes describing policies and procedures in place, as well as identifying areas of weakness and actions needed to ensure that the bank’s policies and procedures are operating with effective controls.

Phase One action steps are:

  • Educate senior management and audit committee/board of directors on reporting requirements.
  • Establish a task force internally, evaluate resources and communicate.
  • Identify and delegate action steps, including timeline.
  • Identify criteria to be used (COSO).
  • Determine which processes and controls are significant.
  • Determine which locations or business units should be included.
  • Coordinate with external auditor when applicable.
  • Consider adoption of a technology tool to provide data collection, analysis and graphical reporting.

Phase Two: Documenting the Bank’s Control Environment
Once management approves the COSO evaluation and has identified the high-risk business lines and support functions of the bank, it should document the internal control environment and perform a detailed process review of high-risk areas. The primary goals of this phase are intended to identify and document which controls are significant, evaluate their design effectiveness and determine what enhancements, if any, they must make.

Phase Three: Testing and Reporting of the Control Environment
The bank’s internal auditor validates the key internal controls by performing an assessment of the operating effectiveness to determine if they are functioning as designed, intended and expected.  The internal auditor should help management determine which control deficiencies, if any, constitute a significant deficiency or material control weakness. Management and the internal auditor should consult with the external auditor to determine if they have performed any of the tests and if their testing can be leveraged for FDICIA reporting purposes.

Phase Four: Ongoing Monitoring
A primary component of an effective system of internal control is an ongoing monitoring process. The ongoing evaluation process of the system of internal controls will occasionally require modification as the business adjusts. Certain systems may require control enhancements to respond to new products or emerging risks. In other areas, the evaluation may point out redundant controls or other procedures that are no longer necessary. It’s useful to discuss the evaluation process and ongoing monitoring when making such improvement determinations.

How Banks Can Benefit From Adopting Automation for Month-End Close

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The finance industry is no exception when it comes to the general shift toward automation in daily life.

Automation is a powerful tool that eliminates repetitive manual processes, whether it’s to improving the bottom line by increasing productivity and output or offering better service to bank customers. One area of the business that bank executives and boards should absolutely take full advantage of automation is back-office accounting. Here are some of the top benefits banks can gain from automating the month-end close process.

Perhaps the most immediate benefit of automation for banks is the amount of time they can expect to save. Many bank accounting and finance teams are not closing on a timeline they or their CFOs are satisfied with. The month-end close is not something that can be skipped, which means allocating the time it takes for a full close can encroach into other projects or duties. Executives who have worked as accountants know that if the month-end close is not done on time, stressful days turn into late nights in the office. Automating areas of the close, such as balance sheet reconcilements, can free up time for more high value work such as analysis.

It is not uncommon for bank accounting teams to run lean. Cracks in the month-end close can lead to an overburdened workload, burnout and mistakes. When accountants work under stressful conditions, exhaustion that results in an error can be common. Even one mistake on a spreadsheet can create a material cost for the bank; it’s amazing how the tiniest miscalculation can multiply exponentially. One way to reduce human error is to automate processes with a program that can complete recurrent work using algorithms.

An additional pain banks must consider is compliance: external auditors, regulators and more. Things can start to go downhill if the finance team doesn’t properly generate a paper trail. That’s assuming they have, in fact, properly completed the close and balance sheet reconcilements. When a bank takes shortcuts or makes errors in their accounting, it can result in heavy fines or in extreme cases, even sanctions. In this context, automating the month-end close assumes the ethos of ‘An ounce of prevention is worth a pound of the cure.’ Digitizing the month-end close and supporting documents makes it easier to locate important data points and lessens the potential for discrepancies in the first place.

Lastly, accounting automation can help minimize a bank’s fraud risk. Fraud can go undetected for a long time when banks don’t perform due diligence during the month-end close. Reconciling accounts every month will make it easier to spot any red flags.

Companies that take advantage of available, advanced technology available have more chances to keep up with the ever-shifting business landscape. Bank accounting teams can benefit hugely by automating month-end close.

Getting the Most out of the Profitability Process

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The banking industry is increasingly using profitability measurements and analysis tools, including branch, product, officer and customer levels of profitability analysis.

But a profitability initiative can be a considerable undertaking for an organization from both process and cultural perspectives. One way that institutions can define, design, implement and manage all aspects of a profitability initiative is with a profitability steering committee and charter — yet less than 20% of financial institutions choose to leverage a profitability steering committee, according to the 2020 Profitability Survey from the Financial Managers Society. Over the past 30 years, we have found that implementing a profitability process inherently presents several challenges for institutions, including:

  • Organizational shock, due to a change in focus, culture and potentially compensation.
  • Profitability measurement that can be as much art as it is science.
  • A lack of the right tools, rules and data needed.
  • A lack of knowledge to best measure profitability.
  • A lack of understanding regarding the interpretation and use of results.
  • An overall lack of buy-in from people across the organization.

The best approach for banks to address and overcoming these challenges is to start with the end in mind. The graphic below depicts what this looks like from a profitability initiative perspective. Executives should start from the top left and let each step influence the decisions and needs of the subsequent step. Unfortunately, many organizations start at the bottom right and work their way up to the left. This is analogous to driving without a destination in mind, or directions for where you want to go.

The best way for banks to work through the above process, and all the related nuances and decisions, to ensure the successful implementation of a profitability initiative is by creating and leveraging a profitability steering committee and related charter. There are three primary components of a profitability steering committee and charter. The first task for the committee is to define the overall purpose and scope of the profitability initiative. This includes:

  • Defining the goals of the steering committee.
  • Outlining the governance of the initiative.
  • Defining how the profitability results will be used.

The committee’s next step is to define the structure of the profitability process, including:

  • The employees or roles that will receive profitability results, based on the decisions to be made, the results they will identify, any needed metrics and reports and any examples of reports.
  • The tool selection process, including determining whether an existing tool exists or if the bank needs a new tool, documenting system/tool requirements, creating the procurement process details and ownership of the tool.
  • Deciding and documenting governance concerns that relate to profitability rules, including identifying the primary owner of the rules, the types of rules needed (net interest margin, costs, fees, provision or capital), the process for proposing and approving rules, any participants in the process and any education, if needed.
  • Identifying the data needs and related processes for the initiative, such as the types of data needed, the sources and process for providing that data, ownership of the data process and the priority and timelines for each data type.

The committee’s final step focuses on the communication and training needs for the profitability initiative, including defining:

  • A training plan for stakeholders.
  • A communication plan that includes how executive will support for the initiative, a summary of the goals, decisions that need to be made, and any expectations and timelines, as well as details of the process, as needed.
  • An escalation process for handling questions, issues or disputes, and the role that committee members are expected to play in the escalation process.
  • The help and support, such as personnel and documents. that will be available.

Additional Best Practices
When creating a profitability steering committee and related charter, we have found it helpful to consider the following items as appropriate:

  • If profitability results will be included as part of individual or team incentive compensation, be sure to work through the necessary details, such as process flows, additional reporting, required integration points and data flows, dispute management, additional education and training, among others.
  • Consider aligning any metrics, approaches and reporting structures if the budgeting and planning process forecasts profitability.
  • Document plans for assessing the profitability initiative over time.
  • Finally, keep it suitably simple. Expect to be asked to explain the initiative’s approaches, details and results; the bank can always increase the precision and/or complexity over time.

Building a Better Nominating/Governance Committee

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Boards could be missing out on valuable opportunities to better leverage their nominating/governance committees. 

There’s broad agreement on the responsibilities that many nominating/governance committees are tasked with, according to the directors and CEOs responding to Bank Director’s 2022 Governance Best Practices Survey, sponsored by Bryan Cave Leighton Paisner LLP. Half of the survey participants serve on this committee. But the results also suggest there are areas that these committees may be overlooking. 

As chair of the governance committee at $2.8 billion First Fidelity Bancorp in Oklahoma City, Samuel Combs III views the committee’s overarching duty as being responsible for the board’s broader framework and committee infrastructure. He says, “We try to determine if we are balanced in what we’re covering and in our allocation of resources, board members’ time [and] assignments to certain committees.” 

First Fidelity’s governance committee typically meets three to four weeks ahead of the board meeting to develop the agenda, often working closely with the CEO to do so, Combs says. Devoting this advanced time to craft the agenda means that the board can devote sufficient time later to discussing important strategic issues. 

The survey’s respondents report that their boards’ nominating/governance committees are generally responsible for identifying and evaluating possible board candidates (92%), recommending directors for nomination (89%), and developing qualifications and criteria for board membership (81%). 

Far fewer respondents say their governance committee is responsible for making recommendations to improve the board (57%) or reviewing the CEO’s performance (40%). 

While the suggestion is unlikely to come from the chief executive, a bank’s CEO could benefit from regular reviews by the nominating/governance committee, says Jim McAlpin, a partner at Bryan Cave and leader of the firm’s banking practice group. Reviewing the CEO’s performance gives the board a chance to talk about what’s working and what could be improved, separate from compensation discussions. 

“The only review he or she [typically] gets is whether the compensation remains the same,” says McAlpin, who also serves as chair of the nominating/governance committee at a $300 million bank located in the Northeast. “Beyond compensation, there’s very rarely feedback to the CEO.” 

Almost half (47%) of the survey respondents say their board goes through regular evaluations. Among those, 60% say the nominating/governance committee chair or the committee as a whole leads that process. That tracks with the roughly half (53%) who name reviewing directors’ performance as a responsibility of the nominating/governance committee. 

First Fidelity’s board alternates board evaluations with peer evaluations every other year, but Combs stresses a holistic approach to those. “Not only do you evaluate, but you spend time reviewing it with the group,” he says. “And then with each independent board member, if necessary. And we usually give them the option of having that conversation with myself and the CEO, post-evaluation.” 

McAlpin suggests another exercise that nominating/governance committees could consider: Make it a regular practice — say every 2 or 3 years — to locate and review every committee’s charter. It can be useful to regularly review each committee’s scope of responsibilities and also provides an opportunity to update those responsibilities when needed. 

“Does it list all of the things the committee does or should be doing? And secondly, does it list things that the committee is not doing?” McAlpin says. “It’s a fairly basic thing, but important in corporate hygiene.”

Forty-five percent task the governance/nominating committee with determining whether the board should add new committees. In the case of First Fidelity, the governance committee discussed how to handle oversight of cybersecurity issues and whether it would benefit from a designated cybersecurity committee. The governance committee ultimately assigned that responsibility largely to its audit committee, with some support from its technology committee. 

Nominating/governance committees should also stay apprised of emerging issues and trends, like intensifying competition for talent and increased focus on environmental, social and governance issues. Those may ultimately help governance committees better assess the skills and expertise needed on the board, which about three-quarters of respondents identify as a key duty of the governance committee. 

“It’s good for nominating and governance committees to be forward thinking, to be thinking about the composition of the board, to be thinking about the skill sets of the board, the diversity of the board,” says McAlpin. 

Many boards may assign primary responsibility for talent-related issues to their compensation committee, but Combs argues that it should also concern the governance committee, especially in the tough, post-Covid recruiting landscape. “Talent acquisition, talent retention, talent management should have always been at this level, in my opinion,” Combs says. “These emerging trends should lead you to how you position yourself with your board talent, as well as your staffing talent.” 

A Proactive Approach to Risk Adjusted Performance Management

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Banks need to assess their lending practices to get a clear view of how the financial climate, and emerging economic uncertainty, will impact their corporate clients and the growth and performance of their business.

To do that, they need to fully understand their exposure to interest-rate and liquidity risk, and proactively manage their balance sheets to maintain growth and enhance profitability. They need to analyze their lending practices, identifying sources of funding and qualifying loan targets to ensure proper loan management. All of this necessarily entails a re-evaluation of their internal systems’ ability to respond to changes that can impact balance-sheet risk and returns. And many banks have concluded that legacy point solutions are not up to demands from the risk and finance departments to model numerous business and risk scenarios.

For these banks, the solution is an overhaul: combining the modeling capabilities of asset and liability management systems with the governance and reach of planning systems and the analytical power of advanced business intelligence tools.

As part of this approach, banks no longer limit asset liability management to regulatory compliance. They are moving beyond compliance, toward creating business value though flexible scenario modeling for a holistic view of the risk factors impacting the future performance of the business.

To benefit from this kind of proactive approach to risk-adjusted profitability management, banks need to implement several key capabilities. These include methodologies and processes for interest-rate management and balance-sheet optimization for fast and efficient advanced scenario modeling. Banks also the analytical power to rapidly evaluate the results and options available to them. Finally, banks need to act on this analysis. This requires them to put in place the information tooling needed to enable frontline staff to execute the selected options, as well as processes and metrics that allow management to assess the impact of any given measure.

As they move toward a holistic risk-adjusted performance management platform, bankers should ask themselves the following questions:

  • What factors are impacting earnings and liquidity within the changing environment?
  • Is the bank incorporating input from market-facing staff related to growth, spreads and potential losses?
  • Is the bank taking a credit hit? If so, how much?
  • Is the bank managing based on its current balance-sheet composition, without considering future events? Is it counting on cash flows that might disappear?
  • Are the bank’s system capable of handling different interest-rate scenarios, including high volatility and negative rates? Can the bank measure the impact of these scenarios on liquidity and earnings?
  • Is the bank’s current asset liability management solution supporting decisions that will maximize stakeholder value?

Any solution should combine three key attributes. First is that it should include an asset/liability management system capable of quickly computing multiple scenarios from the bottom up. Second, the solution needs to include business analytical tools to compare and contrast the rapid reaction plans for prioritization and execution. And finally, it needs a risk-adjusted performance management (RAPM) tool to measure and manage the results.

Attempting to build a solution in-house with this breadth of capabilities can itself be a risky business. Banks often cobble together a fragmented solution, since legacy point systems are typically focused on addressing just one aspect or requirement. This approach lacks a comprehensive or holistic view of the bank’s true risk position. Indeed, manual processes based on spreadsheets of general ledger data may provide a current view of the business, but fail to model for unforeseen risks or changing behaviors. The result can be a disconnect between the bank’s view of the risks it faces and the true factors impacting the bank’s performance going forward.

On top of that, dealing with multiple systems and suppliers introduces its own risk into the situation, including miscommunication, lack of clarity over ownership of key functions and poor interoperability that can potentially disrupt work flows. The bank may need to maintain multiple project teams with various specializations and vendor points of contacts for multiple individual suppliers, introducing complexity and expense.

That’s why banks increasingly are turning toward a more integrated approach combining risk, compliance and analytics to meet the challenge of risk-adjusted performance management. Adopting a consolidated platform can give banks the consistency and agility to gain a true view of their risk situation. The result is a realistic, holistic view of the bank’s business trajectory, accessible and managed through a single point of contact, ensuring consistency of approach and operational efficiency.