Financial Regulatory Reform: What Directors & Senior Managers Should Know Governance, Compensation, Capital & Management Issues August 26, 2010 Jeffrey D. Quayle, Senior Vice President & General Counsel Ohio Bankers League Jeffery E. Smith, Bricker & Eckler.
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Financial Regulatory Reform: What Directors & Senior Managers Should KnowGovernance, Compensation, Capital & Management IssuesAugust 26, 2010Jeffrey D. Quayle, Senior Vice President & General CounselOhio Bankers LeagueJeffery E. Smith, Bricker & Eckler
Devil is in the details and the agency rulemaking process.
The Second Game of the Double Header.
Trickle-down regulation - Is bifurcated regulation feasible or even possible?
Best Practices or Agency Guidance
Changes in Exam Manuals
Deposit Insurance Requirements
Other Related Legislation
Say on Pay
Say on Golden Parachutes
Pay Vs. Performance Disclosures
Compensation Committee Independence
How this works in Conjunction with other Federal Provisions
Federal banking agency “guidance” re incentive compensation practices
Federal regulators must, within nine
months of enactment, issue regs:
Does not mandate majority
voting in uncontested director
elections, declassified boards, or
independent chairman position.
Impose capital requirements on holding companies that are as strict as those for depository institutions.
Exemptions granted during conference committee:
Capital Requirements are to be Counter Cyclical
Maximize corporate flexibility for quick and easy access to capital.
Expanded FRB ability to examine
functionally-regulated affiliates of
Enhanced source of strength
regulations within one year.
Tweaks to Financial Holding
To maintain FHC status;
Strengthens “loans to insiders”
(Reg O) restrictions by expanding the
Types of transactions subject to the
rules and including insider asset sales.