Part 364, Appendix C - Guidelines Establishing Standards for Corporate Governance

Forms and Documents

Document Name	Status
SPST-NEW NPR Part 364_Appendix C - 10-23-2023.pdf Supporting Statement A	2023-10-24

IC Document Collections

IC ID	Document Title	Status
263021	Board, Annual Review of Processes that Require Front Line and Independent Risk Management Units to Identify, Distinguish, Document and Report Violations of Law or Regulations Section III(F): Ongoing	New
263020	Board, Establishment of Processes that Require Front Line and Independent Risk Management Units to Identify, Distinguish, Document and Report Violations of Law or Regulations Section III(F): One-Time	New
263019	Front Line and Independent Risk Management Units Report to the FDIC Breach of a Risk Limit or Noncompliance with the Risk Appetite Statement or Risk Management Program Section III(E)(3): Ongoing	New
263018	Board, Establishment of Processes that Require the Front Line and Independent Risk Management Units to Identify and Distinguish Breaches Section III(E): Ongoing	New
263017	Board, Establishment of Processes that Require the Front Line and Independent Risk Management Units to Identify and Distinguish Breaches Section III(E): One-Time	New
263016	Internal Audit Unit, Quarterly Report Changes to Audit Plan Section III(C)(3)(c)(ii): Ongoing	New
263015	Internal Audit Unit, Establishment of an Audit Plan Section III(C)(3)(c)(ii): One-Time	New
263014	Independent Risk Management Unit, Review and Update of Procedures and Processes to Ensure Compliance with Board Risk Management Policies Section III(C)(3)(b)(v): Ongoing	New
263013	Independent Risk Management Unit, Review and Update of Procedures and Processes to Ensure Compliance with Board Risk Management Policies Section III(C)(3)(b)(v): Ongoing	New
263012	Independent Risk Management Unit, Establishment of Procedures and Processes to Ensure Compliance with Board Risk Management Policies Section III(C)(3)(b)(v): One-time	New
263011	Independent Risk Management Unit, Review and Update of Policies Relative to Concentration Risk Limits Section III(C)(3)(b)(iv): Ongoing	New
263010	Independent Risk Management Unit, Establishment of Policies Relative to Concentration Risk Limits Section III(C)(3)(b)(iv): One-time	New
263009	Independent Risk Management Unit, Quarterly Monitor and Report on the Covered Institution's Risk Profile Relative to Risk Appetite and Concentration Limits Section III(C)(3)(b)(iii): Ongoing	New
263008	Front Line Unit, Quarterly Monitor and Report Compliance with Respective Risk Limits Section III(C)(3)(a)(v): Ongoing	New
263007	Front Line Unit, Annual Review of Procedures and Processes, as Necessary to Ensure Compliance with Board Policies Section III(C)(3)(a)(iii): Ongoing	New
263006	Front Line Unit, Establish Procedures and Processes, as Necessary to Ensure Compliance with Board Policies Section III(C)(3)(a)(iii): One-Time	New
263005	Front Line Unit, Annual Review of Written Policies that Include Risk Limits Section III(C)(3)(a)(ii): Ongoing	New
263004	Front Line Unit, Establishment of Written Policies that Include Risk Limits Section III(C)(3)(a)(ii): One-Time	New
263003	Report Risk Limit Breaches to the FDIC Section III(C)(2)(c)(iii): Ongoing	New
263002	Board Quarterly Review and Approval of Risk Appetitive Statement Section III(B): Ongoing	New
263001	Establishment of a Comprehensive Written Statement that Establishes Risk Appetite Limits Section III(B): One-Time	New
263000	Board Quarterly Review of Risk Profile Section III(B): Ongoing	New
262999	Board Establishment of a Risk Profile Section III(B): One-Time	New
262998	Board Annual Review of Comprehensive Risk Management Program Section III(A): Ongoing	New
262997	Board Establishment of a Comprehensive Risk Management Program Section III(A): One-Time	New
262996	Risk Committee, Approval of Decisions Regarding Appointment or Removal of CRO Section II(D)(4)(g): Ongoing	New
262995	Risk Committee, Quarterly Documentation of Proceedings and Risk Management Decisions Section II(D)(4)(f): Ongoing	New
262994	Risk Committee, Quarterly Review of CRO Reports Section II(D)(4)(e): Ongoing	New
262993	Risk Committee, Annual Review of Charter of Internal Audit Function Section II(D)(4): Ongoing	New
262992	Risk Committee, Approval of Risk Management Policies Section II(D)(4): One-Time	New
262991	Audit Committee, Approval all Decisions Regarding the Appointment or Removal and Annual Compensation and Salary Adjustment for the CAO Section II(D)(1)(d): Ongoing	New
262983	Audit Committee, Approval of all Audit Services Section II(D)(1)(b): Ongoing	New
262982	Board Annual Review of Charter of Internal Audit Function Section II(D)(1)(f): Ongoing	New
262981	Board Approval of Charter of Internal Audit Function Section II(D)(1)(e): One-Time	New
262980	Annual Review of Written Charter for Board Committees Section II(D): Ongoing	New
262979	Establishment of a Written Charter for Board Committees Section II(D): One-Time	New
262978	Annual Review of Compensation and Performance Management Program Section II(C)(10): Ongoing	New
262977	Establishment of a Compensation and Performance Management Program Section II(C)(10): One-Time	New
262976	Board Annual Self-Assessment Section II(C)(9): Ongoing	New
262975	Annual Review Training Program for Directors Section II(C)(8): Ongoing	New
262974	Establishment of a Training Program for Directors Section II(C)(8): One-Time	New
262973	Annual Review Succession Plan Section II(C)(7): Ongoing	New
262972	Development of a Succession Plan Section II(C)(7): One-Time	New
262971	Annual Review of Management Performance Review Process Section II(C)(7): Ongoing	New
262970	Establishment of a Management Performance Review Process Section II(C)(7): One-Time	New
262969	Annual Review Written Code of Ethics Section II(C)(4): Ongoing	New
262968	Establishment of a Written Code of Ethics Section II(C)(4): One-Time	New
262967	Board, Annual Review Policies Governing Operations Section II(C)(3): Ongoing	New
262966	Board, Establishment and Approval of Policies Governing Operations Section II(C)(3): One-Time	New
262965	Annual Evaluation and Approval of Strategic Plan Section II(C)(2): Ongoing	New
262964	Development of a Written Strategic Plan Section II(C)(2): One-Time	New
262963	Audit Committee, Annual Review and Approval of the Internal Audit Unit's Charter Section I(D)(7)(c): Ongoing	New
262962	Audit Committee, Review and Approval of the Internal Audit Unit's Charter Section I(D)(7)(b): One-Time	New

ICR Details

OMB Control No:	ICR Reference No: 202310-3064-002
Status: Received in OIRA	Previous ICR Reference No:
Agency/Subagency: FDIC	Agency Tracking No:
Title: Part 364, Appendix C - Guidelines Establishing Standards for Corporate Governance
Type of Information Collection: New collection (Request for a new OMB Control Number)	Common Form ICR:  No
Type of Review Request: Regular	Date Submitted to OIRA: 10/24/2023

	Requested	Previously Approved
Expiration Date	36 Months From Approved
Responses	3,157	0
Time Burden (Hours)	91,375	0
Cost Burden (Dollars)	0	0

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Abstract: In order to strengthen the corporate governance and risk management practices of large institutions, the FDIC is proposing to issue corporate governance and risk management guidelines (Guidelines) as a new Appendix C to part 364 to address corporate governance and risk management practices and board oversight. The proposed rule seeks to impose reporting and recordkeeping requirements under the Paperwork Reduction Act (PRA), for each insured state nonmember bank, state-licensed insured branch of foreign banks, and insured state savings association subject to the provisions of Section 39 of the Federal Deposit Insurance Act (FDI Act), with total consolidated assets of $10 billion or more (covered institution).

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Authorizing Statute(s): US Code: 12 USC 1831p-1 Name of Law: FDI Act
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3064-AF94	Proposed rulemaking	88 FR 70391	10/11/2023

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 53

IC Title	Form No.	Form Name
Annual Evaluation and Approval of Strategic Plan Section II(C)(2): Ongoing
Annual Review Succession Plan Section II(C)(7): Ongoing
Annual Review Training Program for Directors Section II(C)(8): Ongoing
Annual Review Written Code of Ethics Section II(C)(4): Ongoing
Annual Review of Compensation and Performance Management Program Section II(C)(10): Ongoing
Annual Review of Management Performance Review Process Section II(C)(7): Ongoing
Annual Review of Written Charter for Board Committees Section II(D): Ongoing
Audit Committee, Annual Review and Approval of the Internal Audit Unit's Charter Section I(D)(7)(c): Ongoing
Audit Committee, Approval all Decisions Regarding the Appointment or Removal and Annual Compensation and Salary Adjustment for the CAO Section II(D)(1)(d): Ongoing
Audit Committee, Approval of all Audit Services Section II(D)(1)(b): Ongoing
Audit Committee, Review and Approval of the Internal Audit Unit's Charter Section I(D)(7)(b): One-Time
Board Annual Review of Charter of Internal Audit Function Section II(D)(1)(f): Ongoing
Board Annual Review of Comprehensive Risk Management Program Section III(A): Ongoing
Board Annual Self-Assessment Section II(C)(9): Ongoing
Board Approval of Charter of Internal Audit Function Section II(D)(1)(e): One-Time
Board Establishment of a Comprehensive Risk Management Program Section III(A): One-Time
Board Establishment of a Risk Profile Section III(B): One-Time
Board Quarterly Review and Approval of Risk Appetitive Statement Section III(B): Ongoing
Board Quarterly Review of Risk Profile Section III(B): Ongoing
Board, Annual Review Policies Governing Operations Section II(C)(3): Ongoing
Board, Annual Review of Processes that Require Front Line and Independent Risk Management Units to Identify, Distinguish, Document and Report Violations of Law or Regulations Section III(F): Ongoing
Board, Establishment and Approval of Policies Governing Operations Section II(C)(3): One-Time
Board, Establishment of Processes that Require Front Line and Independent Risk Management Units to Identify, Distinguish, Document and Report Violations of Law or Regulations Section III(F): One-Time
Board, Establishment of Processes that Require the Front Line and Independent Risk Management Units to Identify and Distinguish Breaches Section III(E): One-Time
Board, Establishment of Processes that Require the Front Line and Independent Risk Management Units to Identify and Distinguish Breaches Section III(E): Ongoing
Development of a Succession Plan Section II(C)(7): One-Time
Development of a Written Strategic Plan Section II(C)(2): One-Time
Establishment of a Compensation and Performance Management Program Section II(C)(10): One-Time
Establishment of a Comprehensive Written Statement that Establishes Risk Appetite Limits Section III(B): One-Time
Establishment of a Management Performance Review Process Section II(C)(7): One-Time
Establishment of a Training Program for Directors Section II(C)(8): One-Time
Establishment of a Written Charter for Board Committees Section II(D): One-Time
Establishment of a Written Code of Ethics Section II(C)(4): One-Time
Front Line Unit, Annual Review of Procedures and Processes, as Necessary to Ensure Compliance with Board Policies Section III(C)(3)(a)(iii): Ongoing
Front Line Unit, Annual Review of Written Policies that Include Risk Limits Section III(C)(3)(a)(ii): Ongoing
Front Line Unit, Establish Procedures and Processes, as Necessary to Ensure Compliance with Board Policies Section III(C)(3)(a)(iii): One-Time
Front Line Unit, Establishment of Written Policies that Include Risk Limits Section III(C)(3)(a)(ii): One-Time
Front Line Unit, Quarterly Monitor and Report Compliance with Respective Risk Limits Section III(C)(3)(a)(v): Ongoing
Front Line and Independent Risk Management Units Report to the FDIC Breach of a Risk Limit or Noncompliance with the Risk Appetite Statement or Risk Management Program Section III(E)(3): Ongoing
Independent Risk Management Unit, Establishment of Policies Relative to Concentration Risk Limits Section III(C)(3)(b)(iv): One-time
Independent Risk Management Unit, Establishment of Procedures and Processes to Ensure Compliance with Board Risk Management Policies Section III(C)(3)(b)(v): One-time
Independent Risk Management Unit, Quarterly Monitor and Report on the Covered Institution's Risk Profile Relative to Risk Appetite and Concentration Limits Section III(C)(3)(b)(iii): Ongoing
Independent Risk Management Unit, Review and Update of Policies Relative to Concentration Risk Limits Section III(C)(3)(b)(iv): Ongoing
Independent Risk Management Unit, Review and Update of Procedures and Processes to Ensure Compliance with Board Risk Management Policies Section III(C)(3)(b)(v): Ongoing
Independent Risk Management Unit, Review and Update of Procedures and Processes to Ensure Compliance with Board Risk Management Policies Section III(C)(3)(b)(v): Ongoing
Internal Audit Unit, Establishment of an Audit Plan Section III(C)(3)(c)(ii): One-Time
Internal Audit Unit, Quarterly Report Changes to Audit Plan Section III(C)(3)(c)(ii): Ongoing
Report Risk Limit Breaches to the FDIC Section III(C)(2)(c)(iii): Ongoing
Risk Committee, Annual Review of Charter of Internal Audit Function Section II(D)(4): Ongoing
Risk Committee, Approval of Decisions Regarding Appointment or Removal of CRO Section II(D)(4)(g): Ongoing
Risk Committee, Approval of Risk Management Policies Section II(D)(4): One-Time
Risk Committee, Quarterly Documentation of Proceedings and Risk Management Decisions Section II(D)(4)(f): Ongoing
Risk Committee, Quarterly Review of CRO Reports Section II(D)(4)(e): Ongoing

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ICR Summary of Burden

	Total Request	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	3,157	0	0	3,157	0	0
Annual Time Burden (Hours)	91,375	0	0	91,375	0	0
Annual Cost Burden (Dollars)	0	0	0	0	0	0

Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: In order to strengthen the corporate governance and risk management practices of large institutions, the FDIC is proposing to issue corporate governance and risk management guidelines (Guidelines) as a new Appendix C to part 364 to address corporate governance and risk management practices and board oversight. The proposed Guidelines would apply to all covered institutions. The proposed Guidelines would apply in addition to any other requirements established by law or regulation. The FDIC’s supervisory experience has shown that institutions with assets greater than $10 billion are larger, more complex and present a higher risk profile. The proposed Guidelines are intended to raise the FDIC’s standards for corporate governance, risk management, and control to help ensure these larger institutions effectively anticipate, evaluate, and mitigate the risks they face.

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Annual Cost to Federal Government:

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 10/24/2023

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