Board Meetings

One of your more important roles is to attend the meetings of the board, as well as those of any board committees to which you are assigned. Otherwise, you won’t be able to fulfill your obligations as a director. You should conduct yourself in an ethical manner as you oversee bank affairs or participate in bank decisions, putting the bank’s interests ahead of your own. In fact, your bank should follow a board- approved policy on insider transactions that addresses a code of conduct, ethics and conflicts of interest. On such matters that come before the board, the affected director should be excused from the meeting so that he or she does not participate in discussions or voting on those matters.

The policy on the code of conduct should address the board’s response to misdeeds or misfortunes of the individual directors. This is to protect the bank’s reputation. For example, in the unfortunate circumstance that a director’s financial situation becomes tenuous, such as a filing for bankruptcy or defaulting on a loan to the bank, or they are charged with a crime of mistrust, the policy should address the expectation for the director to suspend, voluntarily or otherwise, his or her involvement with the board. The policy should go so far as to specify the circumstances under which the director will be removed absent voluntary resignation when such is in the best interest of the bank. For more information, click on "Director Duties" and "Ten Best Governance Practices" in the Learn More column.

Now you are ready to review the materials that will be provided to you at the meeting.