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Supervisory Studies

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Small color version of the seal of the Fifth Federal Reserve District.

An Assessment of the Corporate Governance Practices of Fifth Federal Reserve District Banking Institutions

An effective corporate governance framework is essential to a banking organization's overall safety and soundness. To that end, traditional examination activities have always sought to ensure that boards of directors have established effective corporate governance frameworks for their organizations. While traditional examination activities have been sufficient to assess management oversight, recent high profile failures in corporate governance and the subsequent passage of the Sarbanes Oxley Act of 2002 (SOX) prompted the Fifth Federal Reserve District's Department of Banking Supervision and Regulation (Department) to collect and assess the range of corporate governance practices currently existing at District institutions. Based on this data, we have identified sound practices as well as areas where institutions could improve governance practices. To assist in this effort, existing examination procedures were enhanced through the development of a corporate governance module. The module was subsequently utilized in all examinations of state member banks in addition to most of the largest bank/financial holding companies. The findings discussed in this paper are the results of the reviews conducted in 2003.