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Board of Governors of the Federal Reserve System
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Home > News & Events > Press Releases

Press Release
November 25, 2009

Federal Reserve announces revisions to the
policies governing directors of Federal Reserve
Banks and their Branches
For immediate release
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The Federal Reserve Board on Wednesday announced revisions to the
policy governing eligibility, qualifications, and rotation for directors of
Federal Reserve Banks and their Branches. The revisions address
situations where, as a result of a company changing character,
affiliations and stockholdings that were previously permissible may
become impermissible for Class B and Class C directors.
Each Federal Reserve Bank has a nine-member board of directors.
Commercial banks that are members of the Federal Reserve System
(member banks) elect three Class A and three Class B directors, and
the Board of Governors appoints three Class C directors. As required by
the Federal Reserve Act, Class A directors of each Reserve Bank
represent the member banks within the Federal Reserve District. Class
B and Class C directors represent the public and may not be officers,
directors, or employees of any bank. In addition, Class C directors may
not be stockholders of any bank. The Board has by policy extended
these prohibitions on affiliations and stockholdings to encompass bank
holding companies and other financially-related entities to ensure that
Reserve Bank boards reflect an appropriate cross-section of industry
and the public. The policy refers to these entities as "financial affiliation
companies" and "financial stock issuers," respectively.

The revised policy provides that if a Class B or Class C director is
affiliated with a company that becomes a financial affiliation company
during his or her term, the director must either resign from the
impermissible affiliation or resign from the Reserve Bank’s board within
60 days of the earlier of the date that the director becomes aware of the
prohibited affiliation or the Board informs the Reserve Bank of the
change in character of the company. During this time, the director would
be required to recuse himself or herself from all duties related to service
as a Reserve Bank director until the affiliation is severed.
A Class C director who holds stock in a company that becomes a
financial stock issuer during the course of the director's term must divest
the impermissible stock or resign from the Reserve Bank's board within
60 days of the earlier of the date that the director becomes aware of the
prohibited nature of the company or the Board informs the Reserve
Bank of the company's status as a financial stock issuer. Until the stock
is divested, the Class C director would be required to recuse himself or
herself from Reserve Bank director duties and would not be allowed to
purchase additional stock in the relevant company while remaining on
the Reserve Bank board.
The revised policy also addresses Class C directors' indirect holdings in
financial stock issuers and the eligibility rules that apply to directors of
Reserve Bank Branches.
The Board's policy is attached.

Attachment

Last Update: November 25, 2009

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