[TheBank]

We complete a Board Resolution each year to designate Executive Officers, and have been including our Chairman of the Board even though he is not in the bank daily, and does not participate in policy making. He is a director and approves policies during board meetings, but he does not help form them or participate in managing the bank’s daily activities. My question is would it be permissible to exclude the Chairman of the Board from the Executive Officers for Reg O purposes?

[Anonymous]

Nope, all directors are subject to Reg. O.

[TheBank]

Yes, as a director, he would still be subject to Reg O since he would still be serving on the Board. My question is regarding ability to exclude him as an executive officer.

[Anonymous]

I’m sorry, I mis-read.

This is what I found in Reg. O

(e)(1) Executive officer of a company or bank means a person who participates or has authority to participate (other than in the capacity of a director) in major policymaking functions of the company or bank, whether or not: the officer has an official title; the title designates the officer an assistant; or the officer is serving without salary or other compensation.1 The chairman of the board, the president, every vice president, the cashier, the secretary, and the treasurer of a company or bank are considered executive officers, unless the officer is excluded, by resolution of the board of directors or by the bylaws of the bank or company, from participation (other than in the capacity of a director) in major policymaking functions of the bank or company, and the officer does not actually participate therein.

[Author]

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