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2000 - Rules and Regulations
Subpart FChange of Director or Senior Executive
Officer
§ 303.100 Scope.
This subpart sets forth the circumstances under which an insured
state nonmember bank must notify the FDIC of a change in any member of
its board of directors or any senior executive officer and the
procedures for filing such notice. This subpart implements section 32
of the FDI Act (12 U.S.C.
1831i).
[Codified to 12 C.F.R. § 303.100]
{{12-31-02 p.2065}}
§ 303.101 Definitions.
For purposes of this subpart:
(a) Director means a person who serves on the board of
directors or board of trustees of an insured state nonmember bank,
except that this term does not include an advisory director who:
(1) Is not elected by the shareholders;
(2) Is not authorized to vote on any matters before the board of
directors or board of trustees or any committee thereof;
(3) Solely provides general policy advice to the board of
directors or board of trustees and any committee thereof; and
(4) Has not been identified by the FDIC as a person who performs
the functions of a director for purposes of this subpart.
(b) Senior executive officer means a person who holds
the title of president, chief executive officer, chief operating
officer, chief managing official (in an insured state branch of a
foreign bank), chief financial officer, chief lending officer, or chief
investment officer, or, without regard to title, salary, or
compensation, performs the function of one or more of these positions.
Senior executive officer also includes any other person
identified by the FDIC, whether or not hired as an employee, with
significant influence over, or who participates in, major policymaking
decisions of the insured state nonmember bank.
(c) Troubled condition means any insured state nonmember
bank that:
(1) Has a composite rating, as determined in its most recent
report of examination, of 4 or 5 under the Uniform Financial
Institutions Rating System (UFIRS), or in the case of an insured state
branch of a foreign bank, an equivalent rating; or
(2) Is subject to a proceeding initiated by the FDIC for
termination or suspension of deposit insurance; or
(3) Is subject to a cease-and-desist order or written agreement
issued by either the FDIC or the appropriate state banking authority
that requires action to improve the financial condition of the bank or
is subject to a proceeding initiated by the FDIC or state authority
which contemplates the issuance of an order that requires action to
improve the financial condition of the bank, unless otherwise informed
in writing by the FDIC; or
(4) Is informed in writing by the FDIC that it is in troubled
condition for purposes of the requirements of this subpart on the basis
of the bank's most recent report of condition or report of
examination, or other information available to the FDIC.
[Codified to 12 C.F.R.
§ 303.101]
§ 303.102 Filing procedures and waiver of prior notice.
(a) Insured state nonmember banks. An insured state
nonmember bank shall give the FDIC written notice, as specified in
paragraph (c)(1) of this section, at least 30 days prior to adding or
replacing any member of its board of directors, employing any person as
a senior executive officer of the bank, or changing the
responsibilities of any senior executive officer so that the person
would assume a different senior executive officer position, if:
(1) The bank is not in compliance with all minimum capital
requirements applicable to the bank as determined on the basis of the
bank's most recent report of condition or report of examination;
(2) The bank is in troubled condition; or
(3) The FDIC determines, in connection with its review of a
capital restoration plan required under section 38(e)(2) of the FDI Act
(12 U.S.C.
1831o(e)(2)) or otherwise, that such notice is
appropriate.
(b) Insured branches of foreign banks. In the case of
the addition of a member of the board of directors or a change in
senior executive officer in a foreign bank having an insured state
branch, the notice requirement shall not apply to such additions and
changes in the foreign bank parent, but only to changes in senior
executive officers in the state branch.
{{12-31-02 p.2066}}
(c) Waiver of prior notice--(1) Waiver requests.
The FDIC may permit an individual, upon petition by the bank to
the appropriate FDIC office, to serve as a senior executive officer or
director before filing the notice required under this subpart if the
FDIC finds that:
(i) Delay would threaten the safety or soundness of the bank;
(ii) Delay would not be in the public interest; or
(iii) Other extraordinary circumstances exist that justify waiver
of prior notice.
(2) Automatic waiver. In the case of the election of a
new director not proposed by management at a meeting of the
shareholders of an insured state nonmember bank, the prior 30-day
notice is automatically waived and the individual immediately may begin
serving, provided that a complete notice is filed with the appropriate
FDIC office within two business days after the individual's election.
(3) Effect on disapproval authority. A waiver shall
not affect the authority of the FDIC to disapprove a notice within 30
days after a waiver is granted under paragraph (c)(1) of this section
or the election of an individual who has filed a notice and is serving
pursuant to an automatic waiver under paragraph (c)(2) of this section.
(d)(1) Content of filing. The notice required by
paragraph (a) of this section shall be filed with the appropriate FDIC
office and shall contain information pertaining to the competence,
experience, character, or integrity of the individual with respect to
whom the notice is submitted, as prescribed in the designated
interagency form which is available from any FDIC regional director.
The FDIC may require additional information.
(2) Modification. The FDIC may modify or accept other
information in place of the requirements of paragraph (d)(1) of this
section for a notice filed under this subpart.
[Codified to 12 C.F.R.
§ 303.102]
§ 303.103 Processing.
(a) Processing. The 30-day notice period specified in
§ 303.102(a) shall begin on the date substantially all information
required to be submitted by the notificant pursuant to
§ 303.102(c)(1) is received by the appropriate FDIC office. The FDIC
shall notify the bank submitting the notice of the date on which the
notice is accepted for processing and of the date on which the 30-day
notice period will expire. If processing cannot be completed within 30
days, the notificant will be advised in writing, prior to expiration of
the 30-day period, of the reason for the delay in processing and of the
additional time period, not to exceed 60 days, in which processing will
be completed.
(b) Commencement of service--(1) At expiration of
period. A proposed director or senior executive officer may begin
service after the end of the 30-day period or any other additional
period as provided under paragraph (a) of this section, unless the FDIC
disapproves the notice before the end of the period.
(2) Prior to expiration of period. A proposed director
or senior executive officer may begin service before the end of the
30-day period or any additional time period as provided under paragraph
(a) of this section, if the FDIC notifies the bank and the individual
in writing of the FDIC's intention not to disapprove the notice.
(c) Notice of disapproval. The FDIC may disapprove a
notice filed under § 303.102 if the FDIC finds that the competence,
experience, character, or integrity of the individual with respect to
whom the notice is submitted indicates that it would not be in the best
interests of the depositors of the bank or in the best interests of the
public to permit the individual to be employed by, or associated with,
the bank. Subpart L of 12 CFR
part 308 sets forth the rules of practice and procedure for a
notice of disapproval.
[Codified to 12 C.F.R.
§ 303.103]
§§ 303.104--303.119 [Reserved]
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