(1) Any legal form or structure including that of a corporation, partnership, limited liability company, or other entity, may be used to create an entity for licensure as a bank, in accordance with this title, provided that such entity meets all requirements for capitalization, accountability, and other similar features as required by applicable federal and territorial law or, where such bank is not subject to federal law, as required by the FDIC whether or not such bank is subject to regulation by the FDIC and that the organizational documents must address the powers and duties of its governing body.
(2) Number of directors. The governing body of a bank must consist of at least 5 directors, except that the Director or Banking Board may approve fewer directors for good cause shown.
(3) Executive committee. The governing body of a bank organized as a corporation may appoint by majority vote of the governing body an executive committee of no less than 5 members and may delegate to the committee the powers of the governing body in regard to the ordinary operations of the business of the institution. The Director or Banking Board may approve fewer members for good cause shown.
(4) Frequency of meetings. A governing body of a bank organized as a corporation that has appointed an executive committee shall meet at least 6 times a year, including once each quarter, if the executive committee meets during the months in which the governing body does not meet. Minutes of executive committee meetings must be ratified by the governing body. The governing body of a bank organized as a corporation that has not appointed an executive committee or the governing body of any other bank shall meet at least monthly. The Director or Banking Board may approve less frequent meetings for good cause shown.
(5) Audit committee.
(a) The board of directors shall establish an audit committee consisting of at least three (3) board members. The audit committee, as a committee of board of directors, shall be directly responsible for the appointment, compensation, and oversight of the work of any registered public accounting firm employed for the purpose of preparing or issuing an audit report or related work (including resolution of disagreements between management and the auditor regarding financial reporting), and each such registered public accounting firm shall report directly to the audit committee.
(b) Independence.
(1) Each member of the audit committee shall be a member of the board of directors, and shall otherwise be independent.
(2) In order to be considered independent for purpose of this section, a member of an audit committee may not, other than in his capacity as a member of the audit committee, the board of directors, or any other board committee—
A. accept any consulting fee from the bank, bank holding company or any affiliate or subsidiary;
B. be an affiliated person of the bank, bank holding company or any affiliate or subsidiary;
C. own more than five percent (5%) of the bank or bank holding company stock;
D. be related by blood, marriage, or common financial interest to an officer, director, or shareholder owning more than five percent (5%) of the bank or bank holding company stock; or
E. be significantly indebted to the bank.
(c) Complaints. Each audit committee shall establish procedures for the following:
(1) the receipt, retention, and treatment of complaints received by the bank regarding accounting, internal accounting controls, or auditing matters; and
(2) the confidential, anonymous submission by employees of the bank of concerns regarding questionable accounting or auditing matters.
(d) Authority to engage advisers. Each audit committee shall have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties.
(e) Funding. Each bank shall provide for appropriate funding, as determined by the audit committee, in its capacity as a committee of the board of directors, for payment of compensation:
(1) to the registered public accounting firm employed by the issuer for the purpose of rendering or issuing an audit report; and
(2) to any advisers employed by the audit committee under paragraph (d).