Crapo, Tillis, Senate Banking Republicans Demand Withdrawal of FDIC’s New Corporate Governance Guidelines

Washington, D.C.--U.S. Senators Mike Crapo (R-Idaho) and Thom Tillis (R-North Carolina), alongside Republican Senate Banking Committee colleagues, recently sent a letter to Federal Deposit Insurance Corporation (FDIC) Chairman Martin Gruenberg exposing the many flaws in the agency's new corporate governance and risk management guidelines that would harm the safety and soundness of the U.S. financial system.

“We write to you today regarding the Federal Deposit Insurance Corporation (FDIC)’s notice of proposed rulemaking and issuance of guidelines entitled “Guidelines Establishing Standards for Corporate Governance and Risk Management for Covered Institutions with Total Consolidated Assets of $10 Billion or More” (the Proposal).  Specifically, we are concerned that the rulemaking contains a multitude of issues and flaws that collectively will hinder, not improve, safety and soundness within the U.S. financial system,” the Senators wrote.

“Safety and soundness is the cornerstone regulatory principle of the U.S. banking system.  To maintain this principle, financial institutions and financial regulators alike must operate under clear and well-defined regulatory frameworks.  As the banking failures of 2023 showed, ineffective risk management by financial institutions paired with ineffective risk supervision by financial regulators are key areas from which potential hazards may arise.  The failure of Silicon Valley Bank (SVB) in particular, where bank management’s perilous concentration and interest-rate strategies were met with sluggish and lackluster responses by financial regulators, underscores the necessity for regulatory constructs to emphasize clear and direct accountability standards for both bank management and regulators.  Unfortunately, the Proposal, as drafted, indicates the FDIC is preparing to move in the opposite direction,” the Senators continued.

“While we agree that sound corporate governance is a necessity, the Proposal represents a significantly flawed approach to prudential regulation that seeks to micromanage Board affairs in a manner that will inject unnecessary uncertainty in key bank management activities.  It will unduly burden banks that serve and operate in small and rural communities.  And, perhaps most concerningly, the Proposal lacks consensus support among FDIC leadership, is out of step with other prudential regulators, and actively opposed by state supervisors. For these reasons, we respectfully request the FDIC withdraw the Proposal,” the Senators concluded.

The letter was also signed by Senators Tim Scott (R-South Carolina), Mike Rounds (R-South Dakota), John Kennedy (R-Louisiana), Bill Hagerty (R-Tennessee), Cynthia Lummis (R-Wyoming), JD Vance (R-Ohio), Katie Britt (R-Alabama), Kevin Cramer (R-North Dakota) and Steve Daines (R-Montana).

Background:

Specifically, the FDIC Corporate Governance Proposal:

• Seeks to impose a litany of requirements on bank Board of Directors that functionally remove the distinction between senior management and bank Boards.
• Would require bank Boards “ensure” and “confirm” bank safety and soundness, effective risk governance, and legal compliance.
• Would require Banks to abide by Board composition standards that are out-of-touch and unrealistic, especially for smaller institutions.
• Effectively micro-manages bank activities and blurs the lines between Board matters and duties of senior management.
• Contradicts numerous state corporate governance laws, creating regulatory imbalance or even regulatory arbitrage.
• Rule is actively opposed by numerous stakeholders and other financial regulators, such as the Conference of State Bank Supervisors and several state banking commissioners.
• Analysis of feedback received during the Proposal’s Notice and Comment period indicates that 92% of posted comments either opposed the Proposal entirely or raised substantial concerns.

Full text of the letter is available HERE.