Board of Directors

Duties and Responsibilities

I. Promote Catalyst Corporate and its products and services at credit union events and in private industry settings.

II. Regularly attend member meetings, board meetings, board committee meetings, board training sessions, board strategic planning sessions, and joint conferences with regulators.

III. Appoint and monitor the activities of standing board level committees. These committees include:

• Asset/Liability Management Committee (ALCO) – monitors and controls the balance sheet risks of the corporate to ensure sound, measured retained earnings growth.
• Enterprise Risk Management Committee (ERM) – ensures the reliability of the enterprise-wide risk management practices of the corporate in order to limit the impact on the corporate’s capital of enterprise and systemic risks.
• Supervisory Committee – provides oversight of the accuracy of all required financial reporting by monitoring the integrity of the internal control structure and procedures for financial reporting, and ensures that an independent audit and account verification are done annually.
• Technology Steering Committee – oversees and directs the technology efforts of the corporate to ensure the technology infrastructure provides secure, reliable, responsive and scalable product offerings to members.

IV. Be vigilant in the fiduciary responsibilities of being a director as outlined by the NCUA. Fiduciary responsibilities include:

• Carry out your duties in good faith, in a manner reasonably believed to be in the best interests of the membership
• Administer the affairs of Catalyst Corporate fairly, impartially and without discrimination in favor of or against any particular member. of Catalyst Corporate and use such care as an ordinarily prudent person in a like position would use under similar circumstances, including reasonable inquiry.
• Understand Catalyst Corporate’s balance sheet and income statement and ask substantive questions of management and the internal and external auditors.
• Direct the operations of Catalyst Corporate in conformity with the requirements set forth in the Federal Credit Union Act, the NCUA’s regulations, other applicable law and sound business practices.

V.   Remain diligent in board duties and responsibilities. Keys to being diligent are:

• Delegate - Directors can delegate corporate functions to competent committees, individuals or firms; be sure you know who you are relying on.
• Insurance - Be aware of Catalyst Corporate’s fidelity bond and director/officer/employee liability insurance. Also be aware of Catalyst Corporate’s indemnification of its directors.
• Reading material - Read the material provided each month in the board book and any other official correspondence to the board.
• Exemplary conduct - Be aware of Catalyst Corporate’s Ethics and Business Practices Policies. Be sensitive to all conflicts of interest.
• Consult legal counsel - The corporate’s legal counsel can think about the unthinkable, provide risk assessment, etc.
• Tough questions - Be ready and ask tough questions at every meeting.

VI.  Ensure that Board regulatory responsibilities are met including:

• Review and annually approve comprehensive strategic plans and strategic policies.
• Review and annually approve operating policies that are commensurate with the scope and complexity of the corporate. Current Board Policies include:

1. Asset/Liability Management Policy
2. Bank Secrecy Act Compliance Policy
3. Board of Directors and Senior Management Ethics Policy and Code of Conduct
4. Business Continuity Policy
5. Capital and Earnings Policy
6. CEO and Board of Directors Travel and Expense Policy
7. Compliance Policy
8. Electronic Funds Transfer Policy
9. Employee Benefits Policy
10. Ethics Policy
11. Investment Policy
12. Item Processing Policy
13. Member Credit Policy (Loan Policy)
14. Security Policy
15. Supervisory Committee Responsibilities

• Make certain that:

1. Senior managers are capable and have an in-depth working knowledge of their direct areas.
2. Qualified personnel are employed, backed-up and/or cross-trained.
3. GAAP is followed in the production of accurate balance sheets and income statements.
4. Accurate internal risk assessments of liquidity risk, market risk, credit risk and operations risk are produced in a timely manner in accordance with 704.
5. Systems are audited periodically in accordance with industry-established standards.
6. Financial performance is evaluated to ensure that the objectives of Catalyst Corporate and the responsibilities of management are met.

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