“A View from Washington: Trump Administration's Impact on Financial Institution Governance and Board Responsibilities,” includes an overview of the new administration’s efforts to identify burdensome legislation and regulations.

1. Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
April 28, 2017
Wayne Abernathy, American Bankers Association
Tom Quaadman, U.S. Chamber of Commerce
Chris Edwards, Winston & Strawn LLP
Jerry Loeser, Winston & Strawn LLP

2. • Winston & Strawn conducts an annual webinar series to assist financial
institution directors in understanding issues, regulatory requirements,
investor priorities and market realities.
• This series complements our weekly Financial Services Update which is
designed to provide quick, readable, and ongoing information about
what Congress, regulators, courts and competitors are doing.
• You can access the PowerPoint and audio for the first webinar in our
series here.
• If you wish to sign up to receive the weekly Financial Services Update,
please visit winston.com/subscribe.
Forum for Financial Institution Directors
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3. MARK YOUR CALENDARS!
Three 75-minute webinars:
• Today – A View from Washington: Trump Administration's Impact on Financial
Institution Governance and Board Responsibilities
• May 19 – The Current M&A Environment: Transactional and Litigation
Perspectives
• June (Date TBD) – The Directors’ Perspective: Financial Institution Directors
discuss their challenges
At the conclusion of the course, we will provide each participant in these webinars with a Certificate of
Completion, certifying the Director has participated in Continuing Director Education courses.
Forum for Financial Institution Directors
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4. Forum for Financial Institution Directors
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Chris Edwards
• Chair of Winston & Strawn’s bank regulatory practice
• Nationally recognized expert on corporate governance
• Over 30 years of experience, including as Former
EVP and Chief Legal Officer, of Bank One and of
Morgan Stanley
Jerry Loeser
• Partner in Winston & Strawn’s bank regulatory
practice
• 45 years of bank regulatory experience
• Former Federal Reserve Board lawyer, chief
regulatory counsel at Wells Fargo & Co., and Deputy
General Counsel at Comerica Bank

5. Forum for Financial Institution Directors
Today’s Guest Speakers
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Tom Quaadman
• Executive Vice President – Center for Capital
Markets Competitiveness, U.S. Chamber of
Commerce
Wayne Abernathy
• Executive Vice President – Financial Institutions
Policy and Regulatory Affairs, American Bankers
Association

6. • Overview of Topics
1. The Changing Environment
• Six Pertinent Executive Orders and Memoranda
2. Regulatory Appointment Opportunities
3. Regulation Changes
• FRB Acting Lead Governor for Supervision Jerome Powell
• Bank Regulatory Requirements for Director Oversight and Approval
• Regulatory Reform Opportunities
• Noteworthy Pending Agency Actions
• Views on The Volcker Rule
• SEC/Public Companies: What priorities for the new SEC Chair?
4. Proposed Legislation
• Legislative and Public Policy Pronouncements
• Financial CHOICE Act
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Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities

7. The Changing Environment
Six Pertinent Executive Orders and Memoranda
• Additional layer of review before regulations are finalized
• Temporary hiring freeze (now expired)
• Repeal two regulations for every new one
• Seven core principles for regulating the financial system
• More rigorous regulatory impact analysis
• Make regulations more efficient
• Designate regulatory reform officers and task forces
• Reorganization and streamlining the executive branch
• Q: How should financial institution directors consider Board and
Committee issues in the context of this changing environment?
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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8. Regulatory Appointment Opportunities
• Federal Reserve Board (Board Chair, Vice-Chair, Members, General
Counsel, others)
• FDIC
• OCC (Term of Comptroller has expired)
• SEC (New Chair Nominee)
• CFPB (2018 or removal?)
• Q: Which of these appointments will make a difference?
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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9. FRB Acting Lead Governor for Supervision Jerome Powell
• Supports rule adjustments to enhance efficiency without sacrificing safety
and soundness or macroprudential goals
• Retain many existing requirements: capital, liquidity, stress testing, living
wills
• “Ensure that directors are not distracted from conducting their key
functions by an overly detailed checklist of supervisory process
requirements. Rather, boards of directors need to be able to focus on
setting the overall strategic direction of the firm, while overseeing and
holding senior management accountable for operating the business
profitably, but also safely, soundly and in compliance with applicable
laws.”
• Q: Will the Federal Reserve lighten the burden on financial institution
directors?
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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10. Bank Regulatory Requirements for Director Oversight and
Approval
• Review of existing requirements?
• New standards?
• What role, if any, for the Federal Reserve Board in matters of
corporate governance?
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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11. Regulatory Reform Opportunities
• Public Company/SEC
• Supervision
• Enforcement
• Volcker Rule
• Capital
• Cybersecurity
• Bank Secrecy Act / Anti-money Laundering
• Stress Testing
• Q: What are the realistic prospects and timing for any of these
reforms?
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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12. Noteworthy Pending Agency Actions
• All Financial Regulators: Incentive Compensation Rules
• OCC – FinTech charter
• CFPB
• Arbitration Rule
• Payday Lending Rule
• Debt Collection Rule
• Overdraft Rule
• Fair lending enforcement
• Q: Each action affects strategic areas of financial institutions.
How should financial institution directors consider Board matters
in these areas?
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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13. Views on The Volcker Rule
• In combination with other initiatives, the Rule has harmed the ability of
businesses to raise financial resources affordably.
• Examine under the President’s Core Principles.
• The rule interferes with market-making.
• The agencies did not perform a cost-benefit analysis before adopting
the rule.
• Liquidity in bond markets has decreased.
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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14. Actions of Acting SEC Chairman Michael Piwowar
• Possible delay in implementation of pay ratio disclosure rule
• Assertion of authority over fiduciary rule issue
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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15. SEC/Public Companies: What priorities for the new SEC
Chair?
• Facilitate economic growth
• Capital formation
• Proxy Access/Environmental, Social and Governance Proposals
• Regulation S-K concept release
• Materiality of disclosures
• Non-GAAP Disclosures: do we have a President who understands the
issue?
• Proxy Advisers: Required to register with the SEC?
• Enforcement: any changes to the SEC’s enforcement approach?
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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16. Legislative and Public Policy Pronouncements
• President - Repeal Dodd-Frank
• President and U.S. Treasury Secretary – Reinstitute Glass-Steagall
• President and U.S. Treasury Secretary – Enact tax reform
• House Financial Services Committee Chairman – Financial CHOICE
Act
• Q: Should Boards be concerned that this legislation will be
enacted? What does this mean for Board long–term strategic
planning?
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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17. Financial CHOICE Act
• Remove Comptroller of the Currency and Director of CFPB from FDIC Board
• Require agencies promulgating significant rules to select least costly alternative or
explain why
• Subject CFPB Director and Deputy Director to serve at the pleasure of the President
• Pare back CFPB supervisory authority
• Pare back CFPB enforcement authority to enumerated statutes, not UDAAP
• Exempt banking organizations with 10% or greater Tier 1 capital from FRB stress testing
• Q: What of the CHOICE Act is likely to become law?
Tax Reform
• Q: Is there a realistic prospect for real tax reform?
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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18. Prognostication: What will the landscape look like six months
from now?
Forum for Financial Institution Directors
A View from Washington: Trump Administration's Impact on
Financial Institution Governance and Board Responsibilities
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19. Forum for Financial Institution Directors
Questions?
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Jerry Loeser
Bank Regulatory Practice
Chicago
312-558-5985
jloeser@winston.com
Chris Edwards
Chair, Bank Regulatory Practice
Chicago
312-558-5571
cedwards@winston.com