(a) The board of directors shall appoint, at a minimum, an audit committee, an executive
committee, and a loan committee (which may be the executive committee or the board
of directors as a whole) and may appoint such other committees as it deems appropriate
to provide for the safe and sound operation of the bank in a manner consistent with
applicable laws and regulations.
(b) The Commissioner may require the board of directors of a bank to establish one
or more additional committees if, in the judgment of the Commissioner, such committees
are reasonably necessary or appropriate for good corporate governance, for the safe
and sound operation of the bank, or to ensure the bank's compliance with applicable
laws and regulations. In the exercise of his or her judgment under this subsection, the Commissioner may
consider, among other factors, the asset size of the bank, the range and complexity
of the activities in which the bank is engaged, the various risks undertaken by the
bank, the experience and abilities of the bank's directors and officers, and the adequacy
of the bank's existing policies, procedures, and internal controls.
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