Insider Activities

Definitions

An "executive officer" is a person who participates (other than in the capacity of a director) or who has the authority to participate in major policy-making functions whether or not the person has an official title (12 CFR 215.2(e)(1)). Persons holding certain titles are presumed to be "executive officers" unless properly excluded by the bank’s board of directors in accordance with Regulation O’s specified procedures and they do not actually engage in major policy-making functions of the bank. In addition, for all purposes except 12 CFR 215.5, an "executive officer" includes an executive officer of a company or any subsidiary of a company of which the member bank is a subsidiary. Regulation O permits a bank’s board of directors to exclude officers of affiliates if certain procedural and substantive requirements are met (12 CFR 215.2(e)(2)). Officers of bank subsidiaries are generally not considered "executive officers" of their parent bank unless they actually engage in major policy-making functions of the bank.

A "principal shareholder" is a natural person (not a company of which the bank is a subsidiary) who directly or indirectly, or acting through or in concert with one or more persons, owns, controls, or has the power to vote more than 10 percent of any class of voting securities. Shares owned or controlled by a member of an individual’s immediate family are considered as being held by the individual (12 CFR 215.2(m)).

A "related interest" of a person is (1) a company controlled by that person; or (2) a political or campaign committee that is controlled by that person, the funds or services of which will benefit that person (12 CFR 215.2(n)).

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