We will have at least
15 different sessions so that you and other members of your board and
management can attend sessions of most interest to you.
Board & Management
Still Acting as a Team
Sarbanes-Oxley and Its
Progeny - What is the Latest?
Corporate Governance
Sessions
•
A Regulator’s Perspective
• The
Compensation Committee Responsibilities & Issues
• New Audit Committee Responsibilities
• Are
Pawn Shops Next?…What is the Latest on Fee-based Products Being
Offered by Banks
Shareholder Value
Sessions
• M&A
Update - How is the Best Way to Sell My Bank?
• The
Importance of Capital Management
• The
Demise of the BBX - Stock Listing Options & Liquidity Issues
Regulatory & Risk
Management Sessions
•
Assessment and Oversight of Risk
•
Trends in Enforcements & Lessons Learned from
Problem Banks
•
Technology Trends, Responsibilities & Issues
Integrity,
Independence, Involvement, But Not Interference
FDIC Vice Chairman John Reich
Presentation
Vice
Chairman Reich is a former community CEO who will share with you some
of the hot issues at the FDIC which are of particular interest to bank
directors. Included in his presentation will be his views on the key
issues that should be on the mind of a bank director in today’s
changing environment. He is currently charged with an outreach program
to reduce regulatory burdens, including regulations, which impact the
limited resources that bank directors have to focus on the most
important issues at their bank.
The
Board and Management - Still a Team, But Who’s on First?
Martin Lowy - Author of the Practical Handbook for Bank Directors
and Corporate Governance for Public Company Directors
The
business scandals of the last few years, followed by criticism of and
suits against boards of directors, increases in D&O insurance
premiums, the Sarbanes-Oxley law, and the new NYSE/NASDAQ rules, have
wrought not only changes but considerable confusion in boardrooms
nationwide. One of the most important areas of change and confusion is
the vital relationship between the Board and Management. This
presentation focuses on ways for each Board (one size does not fit
all) to find appropriate mechanisms for itself to oversee and assist
Management without taking over its functions.
Corporate
Governance Practices
Tom
Ziemba - RSM McGladery
Our
speaker’s information will provide you with solid metrics to compare
your bank board’s approach to governance with the practices of a
typical community bank governance profile. He will share the result of
a recent comprehensive survey of corporate governance of community
banks. This survey provides insights into: Board Structure,
Composition and Member Selection; Board Roles and Accountabilities;
Board Management, Climate and Communication; Committee Structure,
Composition and Board Operations; Board Development and Evaluation;
and Director Compensation.
Assessment
& Oversight of Risk
Forest Myers - Federal Reserve Bank of Kansas City
Presentation
This
session provides directors with basic tools to judge the effectiveness
of risk management practices that they may find helpful in identifying
and controlling operational risks at their banks. The discussion defines operational risks, lists some red flags
of poor risk management practices, and outlines elements of a good
risk management system. Real-life bank examples of mishaps, missteps
and miscues are used to emphasize points made during the discussion.
Included with the presentation is a brief exercise that lets directors
take a beginning step in evaluating the effectiveness of risk
management at their banks.
Sarbanes-Oxley
& Its Progeny
Norman Antin & Jeffrey Haas - Patton Boggs, LP
The
SEC and the self-regulatory organizations, the NYSE and the Nasdaq,
have been quite busy this year. This presentation will cover
breaking developments and key provisions. It will provide
practical insight on how a bank or bank holding company can establish
and implement a compliance program to address all of the applicable
requirements. The presentation will also describe the issues typically
faced by community banks in complying with the requirements
and how those obstacles can be overcome.
Gazing
into the Crystal Ball…The Outlook for the Economy
Dr. Loren C. Scott - Loren C. Scott & Associates
Presentation
Dr.
Scott will look at the economy and where it is going and why. He will
cover RGDP trends, interest rates and why they fluctuate, inflation,
why the labor market will soon tighten noticeably, and the trend in
oil and natural gas prices.
A
Director’s Guide to Sarbanes-Oxley - New Audit Committee
Responsibilities
Chris McCulloch & Linda Myers - BankVision, Inc.
Presentation
Mr.
McCulloch & Ms. Myers will develop and deliver an engaging and
informative look at how the Sarbanes-Oxley Act (SOA) has transformed
the role and responsibilities of the public company audit committee.
They will focus the presentation on how Section 301 of SOA defined the
audit committees relationship with auditors, enhanced audit committee
independence, clarified the authority and funding of auditors/outside
consultants and mandated procedures for handling complaints regarding
possible fraud or accounting irregularities.
The
Demise of the BBX - Stock Listing Options & Liquidity Issues
Howard Levenson - Western Financial Corporation
S. Alan Rosen - Horgan, Rosen, Beckham & Coren, LLP
The
session will focus on the role and obligations of the board of
directors and management in creating a liquid market for the
company’s securities. Features of the available listing options such
as the OTCBB, NASDAQ, and the American Stock Exchange will be
explored. Case studies will be discussed and evaluated.
Trends
in Enforcement Actions & Lessons Learned from Problem Banks
Richard Fulkerson - Colorado Commissioner of Financial Institutions
Andrew Pobywajlo - Federal Reserve Bank of Kansas City, Denver Branch
Robert Vinton - Fairfield & Woods, PC
Presentation
This
three-person panel includes the Colorado Commissioner of Banking, a
federal bank regulator, and an attorney specializing in bank
regulation who will join together in discussing: problem banks, their
causes and cures; recent
trends in enforcement actions; and, supervisory “hot topics”.
Technology
Trends…Responsibilities & Issues
Ruth Razook - RLR Management Consulting, Inc.
Presentation
Technology
in today’s world is changing at a pace we have never seen before.
The regulators have made it clear that senior management and the board
of directors of every financial institution now have oversight and
total responsibility to ensure that technology is addressed in the
appropriate manner throughout the enterprise. You ask why. Computer
crime and identity theft is rampant throughout the industry. It is
anticipated that reported “Cyber Security Incidents” will exceed
200,000 in 2003, compared to 52,000 in 2001. Worse, it is projected
that unreported incidents will exceed 15 million in 2003, compared to
4 million in 2001. Identity theft losses are projected to be $24
billion in 2003, compared to $8 billion in 2002. What needs to be
done? Who needs to do it? And how can you ensure you are in
“compliance” and doing the
right thing?
Technology
Trends…Check 21 — Are You Ready?
Steve Ryan — BISYS
Presentation
| Handout
The
most significant bank legislation to impact bank operations in the
last 25 years is the Check Clearing for the 21st Century Act, or Check
21 Act, which is estimated to save the banking industry $2.1 billion a
year. This legislation will dramatically improve the efficiency of the
check payments system by allowing banks to exchange checks
electronically, rather than physically present and return original
checks, a tedious and antiquated process. The advent of electronic
settlement and exchange will also enable banks to more effectively
confront fraud, which is an ever-increasing risk for financial
institutions. Will your bank be ready to take advantage of this
legislation when it is approved?
Are
Pawn Shops Next — What is the Latest on Bank Fee-based Products?
David Baris — Kennedy, Baris & Lundy
Banks
and savings institutions continue to search for alternatives to their
independence on interest rate margins for maintenance or improvement
in net income. But community banks continue to trail large banks in the
percentage of income originating from non-interest income, including
fee income from insurance, brokerage, mortgage, and other
non-banking-related products and services. What non-banking fee-based
businesses are banks entering, and which ones have been successful? How can your bank take full advantage of the broader powers
available under banking agency interpretations and the Gramm-Leach-Bliley
Act?
The
Importance of Capital Management
Kathleen Smythe — Keefe, Bruyette & Woods
Presentation
Bank
directors and executives are the “stewards of capital”, and as
such, are charged with maximizing return on equity capital (ROE) for
the bank’s shareholders. Return on equity, obviously is a function
of net income (profitability), but is also directly dependent upon the
bank’s level of equity. In this session, we will examine various
capital instruments and review some of the analyses required to
optimize the bank’s capital structure. This session will discuss the
capital hierarchy, various capital scenarios and applying capital
management in M&A transactions. Directors will come away knowing
that managing a bank’s capital structure, cost and mix is one more
arrow in the quiver for banks to enhance ROE, and ultimately,
shareholder value.
M&A
Update…When It’s Time, How is the Best Way to Sell Our Bank?
James Hill — Friedman, Billings, Ramsey & Co, Inc.
Presentation
An
extremely effective alternative to the traditional auction sales
process has recently emerged called a “Targeted Preemptive
Solicitation”. This sales technique will be critically examined
along with empirical evidence of its relative effectiveness.
Additionally, current M&A trends in the U.S. will be reviewed.
M&A
Update…A Big Bank View
John Stumpf - Wells Fargo Bank
Presentation
How
does Wells Fargo identify potential acquisition targets, determine fit
and price and move to an agreement to acquire? Hear an acquirer’s
perspective from a senior Wells Fargo executive.
What
Bank Directors are Required to Know About Their Banks’ Investment
Portfolios Will
Taylor - Vining Sparks, Portfolio Management Group
Presentation
This
session is designed to help bank directors meet their oversight
responsibilities as mandated by the FFIEC’s Supervisory Policy
Statement on Bank Investment Securities. Our presenter will go over
strategies that can be integrated, between management and the board in
order to achieve a better understanding of investment performance. At
the conclusion of the program, directors will understand their
responsibilities for reviewing, approving and monitoring their
bank’s policies and procedures in the area of bank investments.
Compensation
Committee Responsibilities & Issues
Robert Miller — Clark Consulting
Presentation
Now
more than ever, it is imperative that compensation committees are
empowered to fully perform their duties and responsibilities. Participants
will learn proper use of compensation committee charters, compensation
philosophy determination, member composition, ongoing education as
well as other tools to serve as a solid foundation to fulfill the
committees’ responsibilities.
Understanding
D&O Insurance…Creating an Effective Policy
Pat Corey — Independent Bankers Insurance Services
Mr.
Corey will begin his presentation with a brief description of a
D&O policy. He will explain in laymen’s terms the process
of building a D&O policy that includes the addition of
“entity” endorsements in a manner that does not erode the limits
intended to protect the officers and directors. He will describe
“entity” coverage and speak to the process of selecting coverage
and the importance of the board’s involvement.
Click on the link under each
session title to view.