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FEDERAL RESERVE BOARD
Order Delegating Certain Actions
Relating to Savings and Loan Holding Companies
The Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act")
was enacted on July 21, 2010. Title III of the Dodd-Frank Act transfers to the Board supervisory
functions of the Office of Thrift Supervision ("OTS") related to savings and loan holding
companies ("SLHCs") and their nondepository subsidiaries. With respect to the supervision of
those institutions, section 312 of the Dodd-Frank Act (12 U.S.C. § 5412) provides that all
functions of the OTS and its director (including authority to issue orders) and OTS rulemaking
authority transferred to the Board on July 21, 2011.
Under the Home Owners' Loan Act (12 U.S.C. § 1461 et seq.) ("HOLA"), the Director of
OTS delegated certain responsibilities to other OTS officials or to OTS regional offices. These
delegations are included in Chapter V of Title 12, as well as in public and nonpublic orders.
Pursuant to section 11(k) of the Federal Reserve Act (12 U.S.C. § 248(k)), the Board may
delegate by published order or rule any of its functions, other than those relating to rulemaking
or pertaining principally to monetary and credit policies, to Board members and employees,
Reserve Banks, or administrative law judges. Additionally, pursuant to section 10(b)(2) of
HOLA (12 U.S.C. § 1467a(b)(2)), as amended by the Dodd-Frank Act, the Board is authorized to
issue such regulations and orders as may be necessary to enable it to administer and carry out the
purposes of HOLA and prevent evasions thereof.
Because the delegations set forth in the OTS regulations are specific to the OTS's
structure and operations and do not correspond to the Board's structure or practices, the Board
has eliminated or modified these delegations as part of its implementation of OTS regulations in
Regulation LL and MM. This order extends the coverage of delegations found in
12 CFR part 265 of the Board's regulations, and certain other delegations found in Board orders
and Board actions, to actions related to the supervision and regulation of SLHCs. In certain
cases, the Board is approving new delegations of authority with respect to actions for which there
is no parallel action for bank holding companies.
Appendix A lists delegations in 12 CFR part 265 that will be applied to actions related to
SLHCs, either because the delegation is applicable to all entities supervised by the Board or
because the Board is extending the delegation to apply to actions related to SLHCs in the same
manner that it is applied to bank holding companies. Appendix B lists additional delegations not
found in 12 CFR part 265 that the Board will apply to actions relating to SLHCs (including those
organized as mutual holding companies). Appendix C contains applicable delegations that are
specific to SLHCs organized as mutual holding companies.
The Board may modify or add to these delegations as necessary to effectively administer
its obligations under the law.
[note:] 1
These regulations will be codified at 12 CFR Parts 238 and 239.[endofnote.]
By order of the Board of Governors, effective August 12, 2011.
Robert deV. Frierson (signed)
Robert deV. Frierson
Deputy Secretary of the Board
[note:]
2
Voting for this action: Chairman Bernanke, Vice Chair Yellen, and Governors Duke,
Tarullo, and Raskin.[endofnote.]
Appendix A
Applicable Delegations from 12 CFR part 265
Section 265.4 - Functions Delegated to Board Members
Provision
(a) Individual members.
(1) Review of denial of access to Board
records; FOIA.
Application to SLHCs
Applicable to all supervised entities.
The Board's Rules Regarding Availability of
Information (12 CFR part 261) have been
modified to apply to savings and loan holding
companies.
(2) Approval of amendments to notice of
charges or cease and desist orders.
Applicable to all supervised entities.
(3) Requests for permission to appeal rulings.
The Board's Rules of Practice for Hearings
(12 CFR part 263) have been modified to apply
to savings and loan holding companies.
Section 265.5 - Functions Delegated to Secretary of the Board
Provision
(a) Procedure.
(1) Extension of time period for public
participation in proposed regulations.
(2) Extension of time period in notices, orders,
rules, or regulations.
(3) Conforming citations and references in
Board rules and regulations.
(4) Technical corrections in Board rules and
regulations.
(b) Availability of information.
(1) FOIA requests.
(c) Bank holding companies; Change in bank
control; Mergers.
(2) Reserve Bank director interlocks.
Application to SLHCs
Applicable to all supervised entities.
The Board's Rules of Procedure
(12 CFR part 262) have been modified to apply
to savings and loan holding companies.
Applicable to all supervised entities.
The Board's Rules Regarding Availability of
Information (12 CFR part 261) have been
modified to apply to savings and loan holding
companies.
The Board will apply these delegations to
actions related to savings and loan holding
companies in the same manner that they are
applied to bank holding companies.
Section 265.6 - Functions Delegated to General Counsel
Provision
(a) Procedure.
Application to SLHCs
Applicable to all supervised entities.
Provision
(1) Reconsideration of Board action.
(2) Public meetings.
(3) Designation of Board counsel for hearings.
(4) Oaths, depositions, subpoenas.
(b) Availability of Information.
(1) FOIA requests.
(2) Disclosure to foreign authorities.
(3) Assistance to foreign authorities.
(c) Bank holding companies; Change in bank
control; Mergers.
(2) Control determinations under
section 4(c)(8) of the BHC Act.
(3) Notices under CBC Act.
(d) Management interlocks.
(1) General exceptions.
(2) Temporary exceptions.
(e) Consent enforcement orders.
(1) Enter into consent enforcement orders.
(2) Stay, modify, terminate, or suspend consent
enforcement orders.
(g) Conflicts of interest waivers.
Application to SLHCs
The Board's Rules of Procedure
(12 CFR part 262) and Rules of Practice for
Hearings (12 CFR part 263) have been
modified to apply to savings and loan holding
companies.
Applicable to all supervised entities.
The Board's Rules Regarding Availability of
Information (12 CFR part 261) have been
modified to apply to savings and loan holding
companies.
The Board will apply this delegation to actions
related to savings and loan holding companies
in the same manner that it is applied to bank
holding companies.
The Board will apply these delegations to
actions related to savings and loan holding
companies in the same manner that they are
applied to bank holding companies.
Applicable to all supervised entities.
Applicable to all supervised entities.
Section 265.7 - Functions Delegated to Director
Regulation
Provision
(a) Procedure.
(1) Cease and desist orders.
(2) Modification of commitments or
conditions.
(3) Notice of insufficient capital.
(b) Availability of Information.
(1) FOIA requests.
(2) FOIA; Availability of information.
(c) Bank holding companies; Change in bank
control; Mergers.
(1) Bank holding company registration forms
and annual reports.
(2) Emergency action.
(3) Waiver of notice.
(4) Notices for addition or change of directors
or officers.
(5) ERISA violations.
(6) Appraisal not required.
(f) Securities.
(8) Making reports available to SEC.
(9) Issuing examination manuals, forms, and
other materials.
of Division of Banking Supervision and
Application to SLHCs
The Board will apply these delegations to
actions related to savings and loan holding
companies in the same manner that they are
applied to bank holding companies. The
Board's Rules of Practice for Hearings
(12 CFR part 263) have been modified to apply
to savings and loan holding companies.
Applicable to all supervised entities.
The Board's Rules Regarding Availability of
Information (12 CFR part 261) and Regulation
G (12 CFR part 207) have been modified to
apply to savings and loan holding companies.
The Board will apply these delegations to
actions related to savings and loan holding
companies in the same manner that they are
applied to bank holding companies.
Applicable to all supervised entities.
Section 265.9 - Functions delegated to Director
Affairs
Provision
(a) Issuing examination manuals, forms, and
other materials.
(c) Determining inconsistencies between state
and federal laws.
(d) Interpreting the Fair Credit Reporting Act.
(g) Public hearings.
of Division of Consumer and Community
Section 265.11 - Functions delegated to Federal
Provision
(a) Procedure.
(4) Bank holding company registration
statement.
(9) Bank holding company annual reports.
(11) Bank holding company acquisition of
shares, opening new bank, consummating
merger.
(15) Enforcement actions; written agreements;
cease and desist orders.
(b) Availability of Information.
(1) Availability of Information; Board records.
Reserve Banks
Application to SLHCs
The Board will apply these delegations to
actions related to savings and loan holding
companies in the same manner that they are
applied to bank holding companies.
Application to SLHCs
Applicable to all supervised entities.
Applicable to all supervised entities.
Applicable to all supervised entities.
Applicable to all supervised entities.
Applicable to all supervised entities.
The Board's Rules Regarding Availability of
Information (12 CFR part 261) have been
modified to apply to savings and loan holding
companies.
Provision
Application to SLHCs
(c) Bank holding companies; Change in bank
The Board will apply these delegations to
control; Mergers.
actions with respect to savings and loan
holding companies in the same manner that
(1) Require reports under oath.
(2) Acquisition of going concern—authorization they are applied to bank holding companies.
of consummation; early consummation.
(3) Petition for review of decision that adverse
comments are not substantive; permit proposed
de novo activities; authorization of
consummation; early consummation.
(4) Permit or stay of modification or location
of activities.
(5) Notices under Change in Bank Control Act.
(6) Failure to comply with publication
requirement under Change in Bank Control
Act.
(9) Notices for addition or change of directors
or officers.
(11) Applications requiring Board approval;
competitive factors reports for bank mergers.
(g) Management interlocks.
The Board will apply these delegations to
actions with respect to savings and loan
(1) Change in circumstances requiring
holding companies in the same manner that
termination of management interlocks.
they are applied to bank holding companies.
(2) Depository Institutions Management
Interlocks Act.
Appendix B
Additional Delegations Applicable To Savings and Loan Holding Companies
1. Functions delegated to Secretary of the Board.
The Secretary of the Board (or Acting Secretary) is authorized to grant requests by companies to
deregister as savings and loan holding companies.
2. Functions delegated to General Counsel.
The General Counsel (or General Counsel's delegee) is authorized:
(a)
With concurrence of the Director of the Division of Banking Supervision and
Regulation, to act on requests for consent to become or remain an institutionaffiliated party of a savings and loan holding company or an affiliate under section 19
of the Federal Deposit Insurance Act (12 U.S.C. 1829), if no significant legal, policy,
or supervisory issues are raised by the proposal.
(b)
With concurrence of the Director of the Division of Banking Supervision and
Regulation, to act on requests for consent to become or remain an institutionaffiliated party of a savings and loan holding company or an affiliate under
section 8(g) of the Federal Deposit Insurance Act (12 U.S.C. 1829), if no significant
legal, policy, or supervisory issues are raised by the proposal.
(c)
With concurrence of the Director of the Division of Banking Supervision and
Regulation, to enter into consent notices under section 8(g) of the Federal Deposit
Insurance Act suspending or prohibiting institution-affiliated parties of a savings and
loan holding company or an affiliate charged with certain felonies, and to stay,
modify, terminate, or suspend such consent notices, if no significant legal, policy, or
supervisory issues are raised by the proposal.
3. Functions delegated to Director of Division of Banking Supervision and Regulation.
The Director of the Division of Banking Supervision and Regulation (or Director's delegee) is
authorized:
(a)
With concurrence of the General Counsel, to extend the time limits in, or otherwise
modify, an agreement entered into by a savings and loan holding company pursuant
to section 238.66 of Regulation LL (12 CFR 238.66).
(b)
With concurrence of the General Counsel, to determine that publication of an
agreement entered into by a savings and loan holding company pursuant to
section 238.66 of Regulation LL (12 CFR 238.66) would be contrary to the public
interest under the publication requirements of the Federal Deposit Insurance Act
(12 U.S.C. 1811 et seq.).
(c)
With concurrence of the General Counsel, to act on requests by an individual who has
been prohibited or suspended from banking by any federal banking regulatory agency
to transfer or vote shares of a savings and loan holding company, or any proxy,
consent, or authorization with respect to any voting rights in such savings and loan
holding company.
(d)
With concurrence of the General Counsel, to act on requests for exemptions or
otherwise make determinations under section 11 of HOLA (12 U.S.C. 1468), as
(e)
implemented in Regulation W (12 CFR part 223), to the same extent authorized with
respect to insured depository institutions and their affiliates and bank holding
companies.
To designate, acting jointly with the Director of the Division of Consumer and
Community Affairs, the Reserve Bank responsible for supervising a savings and loan
holding company.
4. Functions delegated to Federal Reserve Banks.
Each Federal Reserve Bank is authorized to receive applications and registration statements and
to take other actions as indicated for mutual holding companies and other indicated organization
for which the Reserve Bank is responsible:
(a)
With the approval of the Director of the Division of Banking Supervision and
Regulation and the General Counsel, to enter into corrective action agreements with
savings and loan holding companies pursuant to section 238.66 of Regulation LL
(12 CFR 238.66).
(b)
To act on notices of capital distributions filed pursuant to section 10(f) of HOLA
(12 U.S.C. 1467a(f)) and section 238.103 of Regulation LL (12 CFR 238.103).
(c)
To act on elections to engage in financial holding company activities filed pursuant to
section 10(c) of HOLA (12 U.S.C. 1467a(c)) and subpart G of Regulation LL
(12 CFR part 238, subpart G), if no significant legal, policy, or supervisory issues are
raised by the proposal.
(d)
To act on notices and applications to engage in activities filed pursuant to
section 10(c) of HOLA and subparts F and G of Regulation LL (12 CFR part 238,
subparts F and G), if no significant legal, policy, or supervisory issues are raised by
the proposal.
(e)
To grant requests by companies to deregister as savings and loan holding companies,
if no significant legal, policy, or supervisory issues are raised by the proposal.
Appendix C
Delegations Applicable To Savings and Loan Holding Companies in Mutual Form
For purposes of this Appendix C, references to mutual holding companies refer only to savings
and loan holding companies in mutual form.
1. Functions delegated to Secretary of the Board.
The Secretary of the Board (or Acting Secretary) is authorized to approve the establishment of a
mutual holding company or a subsidiary holding company of a mutual holding company
pursuant to section 10(o) of HOLA (12 U.S.C. 1467a(o)) and sections 239.3 and 239.11 of
Regulation MM (12 CFR 239.3 and 239.11), including issuing a charter, if both of the following
conditions are met:
(a)
(b)
the appropriate Reserve Bank and relevant divisions of the Board recommend
approval; and
no significant policy issue is raised on which the Board has not expressed its view.
2. Functions delegated to Federal Reserve Banks.
Each Federal Reserve Bank is authorized to receive applications and registration statements and
to take other actions as indicated for mutual holding companies and other indicated organizations
for which the Reserve Bank is responsible:
(a)
To act on reorganization notices filed pursuant to section 10(o) of HOLA and
section 239.3 of Regulation MM (12 CFR 239.3), including with respect to the
establishment of a mutual holding company, if no significant legal, policy, or
supervisory issues are raised by the proposal.
(b)
To act on applications to establish a subsidiary holding company of a mutual holding
company filed pursuant to section 10(o) of HOLA and section 239.11 of Regulation
MM (12 CFR 239.11), if no significant legal, policy, or supervisory issues are raised
by the proposal.
(c)
To take any action related to an application by a mutual holding company to convert
from mutual to stock form filed pursuant to section 10(o) of HOLA and subpart E of
Regulation MM (12 CFR part 239, subpart E), if no significant legal, policy, or
supervisory issues are raised by the proposal.
(d)
To act on notices to repurchase stock filed pursuant to section 10(o) of HOLA and
section 239.63(d) of Regulation MM (12 CFR 239.63(d)), if no significant legal,
policy, or supervisory issues are raised by the proposal.
(e)
To extend for an additional 60 days the 30-day period within which the Board may
object to a notice to repurchase stock filed pursuant to section 10(o) of HOLA and
section 239.63(d) of Regulation MM (12 CFR 239.63(d)).
(f)
To act on applications to acquire savings associations, savings and loan holding
companies, and other corporations filed pursuant to section 10(o) of HOLA and
section 239.7 of Regulation MM (12 CFR 239.7), if no significant legal, policy, or
supervisory issues are raised by the proposal.
(g)
(h)
(i)
(j)
(k)
(l)
(m)
To act on notices and applications to engage in activities filed pursuant to
section 10(o) of HOLA and section 239.8 of Regulation MM (12 CFR 239.8), if no
significant legal, policy, or supervisory issues are raised by the proposal.
To act on notices of indemnification filed pursuant to section 10(o) of HOLA and
section 239.40 of Regulation MM (12 CFR 239.40), if no significant legal, policy, or
supervisory issues are raised by the proposal.
To act on notices of waiver by mutual holding companies of the right to receive
dividends declared by subsidiaries of the mutual holding company filed pursuant to
section 10(o) of HOLA and section 239.8(d) of Regulation MM (12 CFR 239.8(d)),
if no significant legal, policy, or supervisory issues are raised by the proposal.
To act on applications relating to charter and bylaw amendments of mutual holding
companies and subsidiary holding companies filed pursuant to section 10(o) of
HOLA and sections 239.14, 239.15, 239.22, and 239.23 of Regulation MM
(12 CFR 239.14, 239.15, 239.22, and 239.23), if no significant legal, policy, or
supervisory issues are raised by the proposal.
To act on notices of transfer of stock and issuance of stock to insiders, associates of
insiders, or tax-qualified or non-tax-qualified employee stock benefit plans filed
pursuant to section 10(o) of HOLA and sections 239.7(b) and 239.8(e) of
Regulation MM (12 CFR 239.7(b) and 239.8(e)), if no significant legal, policy, or
supervisory issues are raised by the proposal.
To act on notices of disposition of stock of certain subsidiaries filed pursuant to
section 10(o) of HOLA and section 239.7(b) of Regulation MM (12 CFR 239.7(b)),
if no significant legal, policy, or supervisory issues are raised by the proposal.
To act on applications to engage in voluntary supervisory conversions filed pursuant
to section 10(o) of HOLA and section 239.65 of Regulation MM (12 CFR 239.65), if
no significant legal, policy, or supervisory issues are raised by the proposal.