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Fed Seeks Comments on Corporate Governance, Rating System for Large Financial Institutions

The Federal Reserve Board is soliciting public comments on a corporate governance proposal that aims to enhance the effectiveness of boards of directors and better distinguish between the roles and responsibilities of an institution’s board and those of senior management. The corporate governance proposal, described as Proposed Guidance on Supervisory Expectation for Boards of Directors, is made up of three parts. First, it identifies the attributes of effective boards which Federal Reserve supervisors would use to evaluate the largest institutions’ governance and controls. Second, the proposal clarifies that for all supervised firms, most supervisory findings should be communicated to the firm’s senior management for corrective action, rather than to its board. And third, the proposal identifies existing supervisory expectations for boards of directors that could be eliminated or revised. The Fed is also requesting public comment on a proposal to better align its rating system for large financial institutions with the post-crisis supervisory program for these firms. The proposed Large Financial Institution (LFI) rating system would apply only to large financial institutions, such as domestic bank holding companies and savings and loan holding companies with $50 billion or more in total consolidated assets, as well as the intermediate holding companies of foreign banking organizations operating in the United States. Comments must be received no later than October 10, 2017.