Your primary federal regulator, the FDIC, has released helpful guidance on succession planning and filling vacancies for both management and directors, and we link to those resources below. In addition, the OCC has issued guidance on succession planning, and the FFIEC’s IT examination handbook includes an appendix on business continuity and succession planning.

If the executive will be retaining any advisory, emeritus or other role after resigning, we do recommend reviewing Regulation O and the Depository Institution Management Interlocks Act for possible issues related to conflicts of interest. For example, an FDIC advisory opinion has concluded that a director emeritus is subject to the Interlocks Act, even if serving in only an honorary or advisory capacity.

For resources related to our guidance, please see:

• FDIC Supervisory Insights, Special Corporate Governance Edition (April 2016), printed pages 7–8 (Select and Retain Competent Management — Talent Development and Succession Planning)

• On-demand video, FDIC Community Banking Conference, Strategies for Long-Term Success (April 6, 2016) — Ownership Structure and Succession Planning

• OCC Comptroller’s Handbooks, Corporate and Risk Governance, page 9 (printed page 6) (“To fill board vacancies, the board should establish a process to identify, assess, and select director candidates. The bank’s size and complexity may warrant the process to be written. Some boards use a nominating committee. . . .”)

• FFIEC IT Examination Handbook, Business Continuity Planning, Appendix G: Business Continuity Plan Components (“Cross-training of personnel and succession planning is also an important element of the business continuity planning process . . . .”)

• FDIC Advisory Opinion, FDIC-82-7: Permissibility of Management Consulting under the Depository Institution Management Interlocks Act (March 8, 1982) (“. . . it is important to review the reason why the examiner criticized your role as director emeritus . . . your service as a director with the bank is prohibited by section 348.3(b) of FDIC Part 348, in that you would be serving as a management official of both the bank and other nonaffiliated banks . . . .”) The FDIC has informed the IBA that it has removed all of its advisory opinions from its website due to a high risk of staleness. We have provided links to archived versions of the advisory opinions for your convenience. If you have a question about an advisory opinion, the FDIC recommends that you contact your FDIC Field Office, which you can find by clicking here.