Board of Directors Recruitment Strategies

Transcription

1 AzBA CEO & Directors College Board of Directors Recruitment Strategies October 30, 2014 Brian J. Burt (602) Barbara J. Dawson (602) Erica J. Stutman (602) D E N V E R L A S V E G A S L O S A N G E L E S L O S C A B O S O R A N G E C O U N T Y P H O E N I X S A L T L A K E C I T Y T U C S O N

2 Presenter Brian J. Burt Partner and Chair of Emerging Business Group Brian is a business lawyer advising entrepreneurs and emerging growth companies in all stages of development, from formation to liquidity. He has extensive experience in corporate formation, reorganization and governance; private equity and debt financing; shareholder/owner relations, buyouts and disputes; employment and consulting agreements; employee incentive programs; general contract negotiation; supplier/manufacturing agreements; securities regulation; technology transfer and licensing; joint ventures and strategic alliances; fund formation; cloud computing; corporate asset protection and succession planning; and mergers and acquisitions. Brian represents clients in a wide variety of industries, including banking and financial services, biotechnology, capital investment, consumer products and services, education, entertainment/media, healthcare, high tech, Internet, manufacturing, marketing/public relations, medical device, nutraceuticals, outdoor, professional services, real estate development, renewable energy, and software and information technology. Having previously founded, raise capital for, and run his own company, Brian brings a unique real world perspective to his practice. Professional Recognition The Best Lawyers In America - Business Organizations (2015) Arizona s Finest Lawyers Southwest Super Lawyers - Rising Stars Edition, Business/Corporate ( ) Education Harvard Law School (J.D.) - Managing Editor, Harvard Journal of Law & Public Policy Allegheny College (B.A., Political Science & Philosophy, summa cum laude) - Valedictorian, Phi Beta Kappa Selected Activities Entrepreneurs Organization (EO) / Accelerator Arizona / AZ Furnace / Center for Entrepreneurial Innovation (CEI) Invest Southwest Capital Conferences - Executive Committee; Former Selection and Mentor Teams Chairs Better Business Bureau - Board of Directors; Vice-Chair Valley Leadership, Class 30 2

3 Presenter Barbara J. Dawson Partner and Co-Chair of the Commercial Litigation Group and Executive Committee Member Barb has more than 20 years of experience representing companies in complex business litigation involving class actions, consumer and securities claims, and tax issues. Her litigation experience includes several wins before the Arizona Supreme Court and Court of Appeals, Ninth Circuit Court of Appeals and Federal District Court, as well as service as a Judge Pro Tempore and mediator for the Maricopa County Superior Court. Barb also recently completed a term as Chair of the Board of Directors for Lex Mundi, an international affiliation of 160 independent law firms located in 100 countries. Barb has led internal investigations for Fortune 500 corporations and boards of directors and has experience in circumstances requiring crisis management. She has handled matters related to qui tam and whistleblower claims, SEC and other regulatory inquiries, corporate governance, officer and director liability, Foreign Corrupt Practice Act claims, and shareholder and derivative litigation. Professional Recognition The Best Lawyers in America, Bet-the-Company Litigation, Commercial Litigation, Mass Tort Litigation/Class Action - Defendants, Regulatory Enforcement Litigation (SEC, Telecom, Energy), Securities Litigation ( ); Arbitration ( ) Walter E. Craig Distinguished Service Award, Arizona Foundation for Legal Services and Education (2013) Southwest Super Lawyers, Business Litigation ( ), Top 25 Female Lawyers (2014) Education University of Iowa College of Law (J.D., with distinction) Senior Note and Comment Editor, Journal of Corporation Law Iowa State University (B.S., with distinction) Senior Class President Selected Activities American Bar Association, Section of Litigation, Managing Director Phoenix Committee on Foreign Relations, Board of Directors XICO, Board of Directors Valley Leadership Class 16 3

4 Presenter Erica J. Stutman Associate in the Commercial Litigation Group Erica has represented individuals and a wide range of businesses, including banks, credit unions, real estate and title companies, insurance companies and others. She has experience in a variety of commercial litigation matters, including lender liability claims regarding mortgage practices and foreclosure, insurance bad faith claims, real estate title disputes, contract disputes, fraud actions and negligence claims. Erica has worked on numerous cases in the financial services field, where she has defended national institutions in actions involving claims of alleged wrongful foreclosure, loan servicing errors, breach of loan modification agreements, the Fair Credit Reporting Act (FCRA), attacks on the mortgage industry and claims related to mortgage recording fees. Education Northwestern University School of Law (J.D., magna cum laude) Dean s List, Order of the Coif, Northwestern University Law Review Northwestern University (B.S., Speech, magna cum laude) Golden Key International Honor Society, National Society of Collegiate Scholars, National Dean's List Selected Activities State Bar of Arizona Maricopa County Bar Association State Bar of Nevada Arizona Humane Society, Compassion with Fashion Committee 4

5 Agenda 1) What qualities do you want in a director? 2) What do the regulators expect? 3) What duties and responsibilities do directors have once elected? 5

6 The Ideal Director? Business expertise / experience Shareholder focused Profile in community Network Time commitment Ethical Fit 6

7 The Ideal Bank Director Business expertise / experience Banking expertise or willingness to learn Shareholder focused Also accountable to depositors and regulators; limited risk tolerance Profile in community Involvement in / knowledge of community and its needs 7

8 The Ideal Bank Director Network Ability to leverage for business development Time Commitment Ethical Fit Active participation required Heightened expectations Team player, independence, judgment, diversity 8

9 The Ideal Bank Director For de novo banks, the bar is even higher Proposed directors must: prepare and submit the Interagency Biographical and Financial Report obtain regulatory approval Requirement also exists for new directors coming into undercapitalized or troubled banks 9

10 Regulator Expectations FDIC: to oversee the conduct of the bank s business: select and retain competent management establish (with management) short / long-term objectives and adopt policies to achieve in legal and sound manner monitor operations to ensure adequate controls and compliance with laws / policies oversee business performance ensure bank helps meet community s credit needs 10

11 Regulator Expectations OCC: qualifications for national bank director: basic knowledge of the banking industry, the financial regulatory system, and the laws and regulations that govern the operation of the institution willingness to put bank s interests ahead of personal interests willingness to avoid conflicts of interests knowledge of the communities served by the bank background, knowledge, and experience in business or another discipline to facilitate oversight of the bank willingness / ability to commit the time necessary to prepare for and regularly attend board and committee meetings 11

12 Duties and Responsibilities Duty of Loyalty AZ law: directors can not engage in transactions where they have a conflicting interest (i.e., party to transaction, beneficial financial interest, interest that would exert influence on judgment) unless there is disclosure and independent approval FDIC: directors must administer affairs of the bank with candor, personal honesty and integrity. They are prohibited from advancing their own personal or business interests, or those of others, at the expense of the bank Key area of concern: insider loans 12

13 Duty of Care Duties and Responsibilities AZ law: director must act (1) in good faith, (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (3) in a manner the director reasonably believes to be in the best interests of the bank. OCC: directors must acquire sufficient knowledge of the material facts related to the proposed transaction, thoroughly examine all information available to them with a critical eye, and actively participate in the decision-making process Key areas of concern: lack of independence or diligence, failure to understand banking industry and risk management 13

14 Duties and Responsibilities Legal and Regulatory Compliance AZ Dept. of Financial Institutions FDIC OCC Federal Reserve Bank Bank s governing documents, policies / procedures 14

15 Duties and Responsibilities Business Development and Growth Customer acquisition Capital raising Officer/manager acquisition and oversight Growth initiatives, strategic planning Succession planning 15

16 Resources FDIC Directors Corner / Resource Center Pocket Guide for Directors Statement Concerning the Responsibilities of Bank Directors and Officers OCC Management and Director Resources The Director s Book Interagency Biographical and Financial Report Interagency Notice of Change in Director or Senior Executive Officer Arizona Revised Statues Title 10 Corporations and Associations 16