Succession Planning

The article below originally ran in the July/August 2013 edition of The Texas Independent Banker Magazine.

Succession Planning – A First-hand Account

I was the Senior Vice President of Operations for a $140 million Texas community bank when I received a call on November 6, 2002 informing me that not an hour earlier our bank’s Chief Financial Officer, and my close friend, had been killed in a car accident while on a hunting vacation in Montana.  I walked into the bank President’s office, interrupting a meeting he was having, and said “We have to talk now.”

Like so many community banks, we did not have a formal succession plan.  We had given succession planning some thought, but it was always something that seemed to remain on our “to do” list.  That phone call on November 6 changed all that and started a mind-numbing scrabble of long days and even longer nights that could have been much easier to deal with had we had a succession plan in place.

The bank President, board members, and other senior bank officers represent the leadership of the bank.  If that leadership becomes compromised or degraded, the bank certainly faces considerable “leadership risk.”  In fact, the loss of a senior officer or board member can have a profound impact on both the short-term efficiency and the long-term strategic success of the bank.  Like any other risk, boards have a fiduciary responsibility to develop a comprehensive and carefully crafted plan to address “leadership risk” – and that translates into a succession plan.

No matter how big or small the bank is, the board of directors should have developed a succession plan.  The complexity of the plan will certainly be impacted by the size of the bank, but there are some basics that every board should consider when developing a succession plan.  Without a plan, boards will find it difficult to act quickly and efficiently when faced with the inevitable loss of a key member of bank leadership.

Step #1 – Assign Responsibility for the Plan

The entire board can and should take an active role in the succession planning process giving both advice and consent.  However, the details and actual development can be assigned to a sub-committee of the board or even to the senior management of the bank.  There are also a variety of third party human resource consultants who can provide valuable guidance in the development of an effective plan and they should not be overlooked in the process.  The board should also approve and adopt any plan, and part of the responsibility assigned should include a regular annual review and report to the entire board.  A good succession plan is dynamic.

Step #2 – Identify Covered Individuals

A succession plan should cover all those who play a significant and critical role in the bank.  This obviously includes the president, the chief financial officer, a chief operations officer, a chief credit officer, the chairman of the board, and in today’s technology driven world the information and technology officer should be included as well.  Those are just a few titles that come to mind, but each bank will have to consider and possibly include other department or division heads who are critical to the success of the bank and whose loss would pose a significant detrimental impact.

Step #3 – Identify “Springing Events”

What event will cause the succession plan to spring into action?  Typically plans should address three events that would cause the activation of the plan for covered individuals – their sudden death or incapacity (the “hit by a bus” scenario); a planned retirement or departure; and also a significant or sustained deterioration in performance.  However, one other event should at least be given some thought and that is a significant change in the strategic plan of the bank because that could necessitate a change in leadership or require a slightly different skill set to carry out the strategic goals of the bank.

Step #4 – Identify Potential Candidates

This step is the replacement planning part of the process and should include a means for identifying and developing inside talent.  I worked for a larger community bank that required each of their senior officers to both identify and develop their successors in a formalized process.  That internal focus recognizes the fact that for a variety of reasons internal talent may be better suited to and able to step into the role better than outside talent.  The board and senior management will have had time to interact with promising up and coming talent.  Inside talent will also be familiar with the roles and responsibilities, and the corporate culture within the bank.

Step #5 – Reduce the Plan to Writing

Although we had discussed succession planning informally, all those discussions and plans went out the window when we were actually confronted with the sudden and tragic loss of a key member of our management team.  There is simply no way to have a succession plan that is clear, consistent, and performs under the “stress of the moment” unless it is in writing and available to all the players involved.

Step #6 – Include the Board

As I already stated, board members are an integral part of the leadership of the bank.  It makes sense that a succession plan will include the identification of potential board candidates.  These can be individuals who serve on an advisory board or have professional skills desirable to the board.  Identifying the right potential board candidate requires careful consideration and planning.  For example, if a board had a single member with a strong accounting background, that should be a consideration when contemplating potential board members.

In conclusion, thoughtful consideration for the six steps above will help a board and senior management engage in the important process of succession planning.  Loss is inevitable and often occurs at what seems like the worst time possible, but failure to plan is a conscientious decision and reflects an abdication of a board’s fiduciary responsibility.

Finally, here is to Charlie.  I think about him often and while we managed without him, in many ways he was irreplaceable.

Kelly Goulart is IBAT’s Regulatory Compliance Manager.

Save the Date!

Final plans are coming together, and registration will soon open for the popular IBAT Winter Summit.  

The dates - February 9 - 11.  
The place - Harrah's at South Lake Tahoe.  
The players - The top regulators and banking attorneys in Texas, plus an economic update and investment strategy session. 

Great learning opportunity, great value, great venue... and ample opportunities for networking and recreation in a relaxed and informal atmosphere.  Watch for more information in the weeks ahead.

Compliance Guides

Thanks to the nearly 90 bankers who attended the IBAT Lending Summit in Dallas last week! In preparation for the Summit, we added each of the CFPB's Mortgage Compliance Guides to the IBAT web page dedicated to the new mortgage rules. Each of the seven guides, along with a link to the CFPB training videos, is provided as a helpful and time-saving resource for all our members.

Weighing in on Home Equity

As previously reported in the Bottom Line, after years winding through the courts, the Texas Supreme Court issued a decision in ACORN v. Finance Commission, et al. challenging several home equity interpretations adopted by the Finance Commission and Credit Union Commission. A request for rehearing has been filed and IBAT filed an amicus curiae brief supporting the request for rehearing. IBAT's brief disagrees with the formula the court created to determine interest and the limitations the court imposed on the use of powers of attorney to close home equity loans.

IBAT also filed an amicus curiae letter in the case of International Bank of Commerce v. Silvestri et al. The letter supports the IBC's contention that:

  • the guaranty and security agreement provide the only formula for calculating a guarantee's liability guaranty agreement in a commercial real estate transaction, 
  • the security agreement does not alter the terms of the guaranty, and 
  • the appellant waived his offset right under the property code.

Week in Review: August 16, 2013

Bond yields decided to push a bit higher [last] week as economic data continues to show creeping improvement. The bellwether 10yr T-Note yield climbed to a 24 month high of 2.86% and the yield curve steepened further, giving ammo to banks in their battle against margin compression. For their part, Federal Reserve officials kept markets guessing as to whether and when the dreaded "tapering" of their $85 billion in bond purchases might commence. The Fed's balance sheet currently sits at an all-time record of $3.65 trillion... Read more in the Baker Market Update.

Altered Check Handling

Our Compliance Helpline team of Shannon Phillips and Kelly Goulart are often asked questions by member banks dealing with the handling of checks and items that:

To provide some help in that area, we have developed a one-page resource for each of those topics.  These one-page resource papers provide information on the theory, the practice, who pays, questions to ask, and potential defenses.

These are not intended to answer every question or possible situation, but to stimulate the thinking process when banks find themselves confronted by these inevitable situations. This week's installment deals with the handling of alterations.  

Next week's will address checks which have a midnight deadline for return.

Convention Deadline Extended

The deadline to reserve your hotel room for IBAT's 39th Annual Convention, September 21-24, has been extended to this Friday, August 23.  After this Friday, we can no longer guarantee room availability or rate.

You can make your hotel reservation and sign up for the Annual Convention using the online registration site or, if you've already signed up for the Convention and just need a hotel room, complete the print registration form or call Jessica Molina at 512-275-2207. 

International Remittance Rule

The CFPB released an update of its small business guide for the international electronic money transfers rule (the remittance rule). The update reflects the most recent changes to the rule, which takes effect on October 28, 2013. The CFPB also released a video (voice and Power Point) overview of the rule, recent changes, and the CFPB's response to questions it has received. Additionally, the CFPB has provided an unofficial version of the complete rule and official interpretation and a list of countries and other areas that have exceptions.

Calling LD Regions 8 & 2!

The Leadership Division has planned 12 regional meetings across the state this year in order to bring more networking and/or educational opportunities to you.  Within the next few weeks, those of you in Regions 2 and 8 will have another opportunity to network with your colleagues in your area.

For those in Region 8: come enjoy one last blast of fun before school starts and network with members of the Leadership Division and their families! This event is set for Friday, August 16, from 3:00-6:00 pm at the Summer Fun Water Park in Belton.  There is no registration fee, but we ask you to register for planning purposes.  Registration deadline is August 9th. For more information or to register, click here.

Region 2 will host the annual Sporting Clays Tournament, Thursday, August 29, at the San Angelo Claybirds Association Range.  Join your colleagues for a fun afternoon and barbecue dinner.  Registration is $85 per person and includes ammunition and meal. Registration deadline is August 23rd.  For more information or to register, click here.

First Liberty National Bank

On June 13, 2013, First Liberty National Bank celebrated their 100 year anniversary with a small, local celebration. IBAT's Milton McGee presented the bank's President and CEO, Paul J. Henry, with a 100-Year Resolution on behalf of the IBAT Board of Directors. IBAT would like to congratulate First Liberty National Bank on their 100 years of community banking service in Liberty.

ICBA Mobile App

Last week, the Independent Community Bankers of America (ICBA) announced the launch of its mobile application, My ICBA, for Apple, Android and Blackberry Users.  The new mobile app features:

  • the latest ICBA news,
  • information about upcoming events,
  • the digital version of ICBA Independent Banker magazine,
  • contact information from the ICBA staff directory, and
  • research and advocacy materials.

The ICBA app is particularly useful for future calls to action in grassroots advocacy.  It serves as an excellent companion to the IBAT2GO Mobile application, which includes industry news, IBAT events and the entire library of past Legal Ease questions from the IBAT website.

Mercatus Center Survey

The Mercatus Center at George Mason University, a not-for-profit research center, is currently conducting a large-scale survey of small banks to determine how the Dodd-Frank Wall Street Reform and Consumer Protection Act affects them and their customers. 

The survey, which focuses on banks with $10 billion or less in assets, touches on a range of topics related to regulatory developments and banks' responses to those developments, including changes in product and service offerings and effects on strategic planning and staffing. The survey should take approximately 15-45 minutes of the time of a bank officer or employee who is broadly knowledgeable about the bank. Mercatus plans to use the results to communicate with policymakers, regulators, and the general public about the effects that the Dodd-Frank Act is having on small banks and the potential economic and competitive implications.  

The online survey can be accessed here. The password for accessing the survey is 12345.  

Questions about the Mercatus Center or the survey should be directed to Hester Peirce, a senior research fellow at the Mercatus Center, at 703-993-4941 or SmallBankSurvey@mercatus.gmu.edu.

The Future of Housing Finance

President Barack Obama re-entered the housing finance reform conversation with a speech in Phoenix last week.  While avoiding endorsing any of the plans currently making their way through Congress, the President stated the principles which he believes should guide any significant efforts at housing finance reform.  

  1. Wind down Fannie Mae and Freddie Mac and encourage private capital to play a bigger role in the mortgage market including "community-based lenders who view their neighbor not as a number but as a neighbor."
  2. End the era of government bailouts for lenders and GSEs.  
  3. "Preserve access to safe and simple mortgage products like the 30-year fixed-rate mortgage."
  4. "Strengthen the FHA" to keep housing affordable for first-time home buyers and members of the middle class.
  5. Support affordable rental housing.

In response to the President's speech, House Financial Services Committee Chairman Jeb Hensarling re-emphasized the Protecting American Taxpayers and Homeowners (PATH) Act which passed last month and "puts private capital at the center of the housing finance system; ends the bailout of Fannie Mae and Freddie Mac; and sustains the 30-year fixed rate mortgage - all goals the President today says he supports."

Week in Review: August 9, 2013

Maybe it's the soothing balm of the start of another football season, or maybe it's the mollifying effect of kids returning to school; whatever the reason, financial markets seem to have calmed down a bit [last] week. After last week's pinball price behavior and knee-jerk reactions to a variety of stimuli, [last] week's bond market was humdrum by comparison. As market participants seem to be working their way through the anger and denial phases of Fed-tapering -induced grief (still just talk), they also had to work their way through $72B of Treasury auctions. On consecutive days, sales were conducted for new issues of three and ten- year notes in addition to yesterday's thirty- year bond auction... Read more in the Baker Market Update.

Forged Endorsement Handling

Our Compliance Helpline team of Shannon Phillips and Kelly Goulart are often asked questions by member banks dealing with the handling of checks and items that:

To provide some help in that area, we have developed a one-page resource for each of those topics.  These one-page resource papers provide information on the theory, the practice, who pays, questions to ask, and potential defenses. 

These are not intended to answer every question or possible situation, but to stimulate the thinking process when banks find themselves confronted by these inevitable situations. This week's installment deals with forged endorsements.  

Next week's will address checks which are altered in one way or another.