Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
Except as specifically indicated otherwise, each item requests documents or information pertaining
to both the Bank and Company. Some items may not apply or there may have been no activity to
generate the requested records. Please indicate “None” or “N/A” as necessary.
The Legal type documents, unless otherwise indicated, should cover the last three years.
1. General Information
1.1. Organizational chart, both by legal entity and by management reporting structure.
1.2. Strategic plan.
1.3. A list of employees, including date of employment, title, salary, and bonus.
1.4. A list of all current branches, work locations and any planned branches and locations,
and identify if owned or leased.
1.5. Brief resumes or employment history of all bank officer positions.
1.6. Common shares outstanding and any dilutive shares to include options, warrants,
etc.
1.7. Copies of all Company and Bank written policies and procedures:
Bank Subsidiary: Accounting; Asset Liability; Audit Committee; Bank Security;
Bankcard, Branch Closure (include Analysis and Filing of planned branch Closure);
Bank Secrecy Program; Capitalization of Interest; Charge off; Code of Conduct;
Compliance Management; Computer; Credit and Loan Underwriting, Crisis
Management and Disaster Recovery; Community Reinvestment Act; Deposit;
Electronic Banking; Equity; Ethics; Fair Lending; Human Resources; Inter‐bank
Liability; Income Tax Accounting; Internal Control; International Banking; Investment;
Interest Rate Risk; Letters of Credit; Liquidity; Loan; Merchant Banking, Micro
Computers; Real Estate Loans; Loan Servicing; Networks – LANS/WANS; Regulatory
Compliance; Residential Lending, Risk Control; Sale of Non‐Deposit Investment
Products; Secondary Market, Security; Strategic Plan; Trouble Debt Restructuring,
Whistle blowing, etc.
Holding Company: Anti‐Tying; Audit Committee; Borrowing; Correspondence
Balances; Credit Related Insurance Commissions; Dividends; Executive Committee;
External and Internal Audit; Income Tax; Insider Trading; Insider Transactions;
Nominating Committee; Personnel and Compensation Committee etc.
2. Corporate Records
2.1. Company and Bank Articles of Incorporation and Bylaws as currently amended.
2.2. Board of Directors Minutes – three most recent years.
2.3. Annual Shareholder Meeting minutes – three most recent years.
2.4. Board Committee Meeting Minutes, for example ALCO, Audit, Compensation,
Executive, etc., three most recent years.
2.5. List of affiliations and investments in corporations, partnerships or other entities.
2.6. Most recent Board of Director’s monthly information package.
2.7. Shareholders’ Rights Plan (poison pill), if any.
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3. Accountant, Internal Audit, Compliance, Loan Review, and IRS reports
3.1. The three most recent accountant management recommendation letters (Letter of
Recommendations) and responses.
3.2. Status of any examinations, reviews, and audits in progress for which reports have
not been received or provided.
3.3. Two most recent years’ reports of any internal and external contracted audits,
examinations, loan reviews, director exams, information systems.
4. Bank Premises and Equipment
4.1. A listing of all bank owned properties and respective book value versus fair market
value (FMV).
4.2. A listing of fixed assets, and the depreciation schedule including any off balance
sheet properties and equipment.
5. Capital
5.1. Copies of the most recent risk based and leverage based capital analysis.
5.2. Documentation (e.g. Trust & Indenture Agreements) related to Preferred, Trust
Preferred, or debt instruments.
5.3. Basel III Analysis.
6. Compliance
6.1. List of Compliance and CRA Officers.
6.2. Information on any CRA protests including the process to review, respond and retain
this information.
6.3. Suspicious Activity Reports, (SARS) completed for the last year, and detail of any
information reported to the Board.
6.4. HMDA LAR Reporting or Public File and any analysis.
6.5. Detail of any TIL restitution or other compliance penalties in the most recent three
years.
6.6. Most current response from the IRS regarding any penalties, B or C Notices etc.
For all deposit products:
6.7. New account disclosures for all DD, SA, MMSA, TD, IRA, etc.
6.8. Deposit Account Agreements ‐ CD's, IRA's etc.
6.9. Copy of deposit account brochures.
6.10. Funds Availability information.
6.11. Sample of new account signature cards, DD, SA, MMSA, TD,IRA, etc.
6.12. Sample of new account resolutions required.
6.13. Rate and fee charts for all deposit accounts and disclosure to consumers.
6.14. Time deposits, Reg. DD disclosures, penalties, subsequent disclosure procedures and
sample forms.
6.15. Reg. E Error Resolution procedures.
6.16. Reg. CC Hold procedures and sample hold form.
6.17. Interest on Business checking procedures.
6.18. Excessive Transaction Reports and Procedures.
6.19. Advertising procedures.
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7. Data Processing
7.1. Schedule of all major DP contracts and any termination provisions.
For ATM’s
7.2. Number and location of all ATM’s.
7.3. Describe the bank’s procedures and controls covering ATM card and PIN issuance.
7.4. Compliance with ADA requirements that went into effect in March.
7.5. Fee notice requirement compliance issues that resulted in the class action lawsuit.
7.6. List of ATMs by location and policies for inspection/maintenance.
7.7. ADA compliance policies.
Contingency Planning
7.8. Copy of emergency or contingency and disaster recovery plan. Information
Technology Plan.
Hardware and Software
7.9. Overview of systems environment, including application software, hardware and
interfaces to third parties.
7.10. Diagram of Bank’s hardware configuration including inventory of equipment.
7.11. Identification of Bank’s applications and operating system(s).
7.12. Inventory of software and versions including supporting contracts, or license
agreements for application software.
Internet and Networks
7.13. Penetration analysis of the Bank’s or Service Provider’s firewalls, intruder detection
system etc., and, internal LAN, WAN risk assessment.
7.14. Describe procedures of internet incidence response.
7.15. Describe E‐Mail controls.
IS Management
7.16. Describe any significant plans for changes in IS management personnel, software,
hardware or operating procedures.
7.17. Describe procedures for implementing software vendor supplied program updates,
releases, changes, patches and emergency program changes.
7.18. Have all updates and releases been installed?
7.19. Describe procedures, approvals and controls for vendors or employees with dial in
access to the Bank’s systems to make changes.
7.20. Provide a list of the backup tapes, disks, documentation, supplies maintained at the
off‐premise storage facility.
7.21. Any agreements to supply data processing services for third parties.
Network
7.22. Provide examples of reports reviewed detailing security violations, such as failed
access attempts.
8. Deposit Accounts and Borrowings
8.1. Deposit Trial Balance—to include a breakout of deposits by type, maturity, and rate.
8.2. Top 20 deposit relationships.
8.3. Breakout of other borrowings by type, maturity, and rate.
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9. Documents / Material Contracts
9.1. Copies of all material (considered critical to operations or exceeding $10,000
annually) contracts and leases, including, without limitation, all material related‐
party transactions entered into since December 31, 2007, and all nondisclosure and
noncompetition agreements.
10. Environmental / Real Property
10.1. Any policies or procedures regarding containment of environmental liability.
10.2. List of property resulting in actual or potential liability.
11. Financial – General Ledger
11.1. Three most recent annual financial statements distributed to Stockholders and Proxy
Statements.
11.2. Most recent annual and quarterly FR Y‐9C reports and call reports, if available.
11.3. Most recent analysis and reports of liquidity, static gap etc. and borrowing capacity.
11.4. General ledger (Balance Sheet and Income and Expense) most recent quarter and
year to date.
11.5. Most recent asset/liability (ALCO) report with minutes to the most recent meeting.
11.6. Budget with variance report YTD and most recent year.
11.7. 5 year financial forecasts including all relevant assumptions.
12. Human Resources
12.1. Schedule detailing all major employee benefit plans.
12.2. Schedule of grants and exercises made under any stock plans.
12.3. Other compensation plans (e.g., profit sharing, incentive compensation, 401(k) bonus
or similar plans including identification of third party administrators and trustees.
12.4. Employment, salary continuation, Consulting or Change in Control or Severance
Agreements.
12.5. Confidentiality or non‐competition agreements or similar agreements.
12.6. Accrued vacation, sick time and personal time off liability reports.
12.7. Copies of pending claims with the EEOC, DOL etc.
12.8. Copy of the Company’s affirmative action plan.
12.9. Any information as to union employees, contracts, or organizing efforts within the
past three years.
13. Insurance
13.1. A synopsis of insurance coverage for bank(s) and holding Company (Blanket Bond,
Excess Employee Dishonesty Bond, Equipment and Facilities, Media reconstruction,
electronic funds transfer, business interruptions insurance, errors and omissions,
extra expense and backup site expense, items in transit, key man, other probable
risk, etc.).
13.2. A listing of any insurance claims and pending claims in the last three years.
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14. Investments
14.1. A listing including the location of all securities available for sale and held to maturity
including the rate, discount, unrealized gains or losses and maturity date.
14.2. Copy of reconciliation of securities to the general ledger.
14.3. Copy of any investment portfolio and quality analysis.
14.4. Copy of all futures and options contracts.
14.5. Copy of most recent OTTI analysis.
15. Legal
15.1. The names and addresses of all law firms utilized in the three most recent years.
15.2. Most recent attorney letters (opinions of counsel or audit inquiry response letters).
15.3. Any consent, decree, judgment order, or settlement agreement.
15.4. Identification of any significant legal contingencies, including pleadings,
correspondence or other documentation concerning pending or threatened
litigation, lawsuits or legal actions to which the bank(s), directors, officers or holding
company are named.
15.5. In connection with any litigation: (i) Full trial court docket, (ii) Petition, (iii) Any
answer, (iv) Motion to Strike, including opposing briefs and replies, (v) Order granting
motion to strike, (vi) Judgment, (vii) Appeal briefing from both sides.
16. Loan Information and Reports
16.1. Loan Trial Balance (most recent date available) in excel. Provide data definitions.
16.2. Top 20 Loan Relationships.
16.3. Problem Loan Report or present status information on problem, watch, criticized,
and classified loans.
16.4. Loans by Risk Rating.
16.5. Risk rating definitions.
16.6. Non‐Accrual Loans.
16.7. Restructured Loans.
16.8. Loans in Foreclosure.
16.9. Director / Officer / Employee Loans.
16.10. Participation’s Bought and Sold and participating bank.
16.11. Listing of covered transactions.
16.12. Loan Commitments.
16.13. Loan Commitments not booked.
16.14. Aggregate Indebtedness or Loans to One Borrower Report.
16.15. Loans by Collateral, Type, and Location.
16.16. Listing of loan officer and committee lending authorities.
16.17. Legal lending limit calculation(s).
16.18. Listing of OREO properties and collateral value, on and off balance sheet.
16.19. Loan Loss reserve analysis and related policies and procedure and other criteria
utilized to establish the reserve.
16.20. Reports from outside/third party loan reviews for the past 3 years.
16.21. Listing of Letters of Credit.
16.22. Listing of Warrant arrangements with municipal and government related entities.
16.23. Listing of loans, which are considered problems, which are not classified, criticized or
Watch graded loans.
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16.24. Loan Loss reserve analysis and related policies and procedure and other criteria
utilized to establish the reserve.
16.25. Current monthly loan loss provision.
16.26. Identification of all loan servicing agreements to which the Company services loans
for others and identification of any conditions allowing repurchase by either party as
a result of change in control.
16.27. Analysis of accrual method change to 360 day method.
17. Securities
17.1. A schedule of all issuance’s of stock.
17.2. Shareholders rights, voting trust, etc. plans or agreements.
17.3. Indentures and documents for debt securities.
17.4. Documents relating to sales of securities, private placement memoranda or offering
circulars and subscription agreements.
17.5. Investment Advisor Documents, if any: Documents, including registrations, notices,
Form ADV and correspondence with federal or state regulators in connection with
investment advisor activities.
18. Shareholder / Insider Agreements
18.1. Listing of stock issued, by individual, with number of shares outstanding.
18.2. Information regarding voting trusts, outstanding proxies, powers of attorney or
agreements regarding voting of shares.
18.3. Agreements regarding redemption, transfer of securities, preemptive rights or rights
of first refusal.
18.4. Indemnification agreements or similar arrangements for officers or directors.
18.5. Copies of any Shareholder Communications (Annual and Quarterly Reports, Proxy
Materials etc.) in the last three years.
19. Taxes
19.1. IRS audit/revenue agent review and related correspondence.
19.2. Status of any pending tax contests.
19.3. Documentation concerning filing of recent any tax payment extension.
19.4. Copy of all federal, state and local returns, extensions for the past two years
including any tax court decisions, technical advice received and requests for rulings.
20. Other
20.1. List of and documentation for all material acquisitions, divestitures, consolidations
and restructurings in the past two years.
20.2. Any government permits, licenses and consents presently in force and information
on any which have been canceled or terminated, required to carry on business,
operations or organization of the Company.
20.3. Agreements establishing credit facilities with commercial banks and other lines of
credit.
20.4. A list of interest swap agreements, similar agreements and related collateral if any.
20.5. List of trademarks, service marks, licenses, trade names and any other intellectual
property right owned or used.
20.6. All Certificates of Registration for trademarks, trade names, and the like including
federal and state registration.
20.7. Description of all material liabilities not reflected in the requested documents.
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20.8. Correspondence or memoranda relating to the resignation or discharge of counsel,
independent public accountants or any director or officer in the past two years.
20.9. Any other documents or information which, in the judgment of officers of the
Company, are significant with respect to the Company and its subsidiaries, if any, or
which should be considered and reviewed in making disclosures with respect to the
business and financial condition of the Company and its subsidiaries, if any, to
prospective investors and existing shareholders.
20.10. Include any permits, licenses and consents for all subsidiaries of Company and Bank.
20.11. Any other documents or information which, in the judgment of officers of the
Company, are significant with respect to the Company and its subsidiaries, if any, or
which should be considered and reviewed in making disclosures with respect to the
business and financial condition of the Company and its subsidiaries, if any, to
prospective investors and existing shareholders.