1 Estimated cost of preparing examination reports, exclusive of the salary, travel, and 2 The only direct items of cost we can firmly establish for the publications which were who performed the required hundreds of hours of research, discussions, conferences, draft- 3 In addition to $353,113.01 investment income, this includes $2,587.88 derived from mis- EXHIBIT 4.-ESTABLISHMENT OF NEW COORDINATING COMMITTEE TO AVOID FURTHER CONFLICTS AMONG THE BANKING AGENCIES TREASURY DEPARTMENT, Washington, D.C., July 6, 1965. COORDINATION COMMITTEE ON BANK REGULATION Treasury Secretary Henry H. Fowler today announced the establishment of a Coordinating Committee on Bank Regulation. Secretary Fowler announced that the Committee was composed of representatives of the four national agencies with responsibility for regulation of banks: William McChesney Martin, Jr., Chairman of the Federal Reserve Board, or, a designated Federal Reserve Board Governor; James J. Saxon, Comptroller of the Currency; Kenneth A. Randall, Chairman of the Federal Deposit Insurance Corporation, and John E. Horne, Chairman of the Federal Home Loan Bank Board. The Secretary said he expected the Coordinating Committee to provide "an effective instrument for the exchange of views among the banking agencies, and for such accommodation of differences as is feasible considering the divergent scope of authority and responsibility of the participating agencies." The Coordinating Committee adds to arrangements made in March 1964 at the suggestion of President Johnson, for exchange of information among bank regulatory agencies. This exchange was to apply to any rule, regulation, or policy of any one of the bank regulating agencies which might conflict with an existing rule, regulation, or policy of any other the others. The arrangements for exchange of information provided for 10 working days for comment before any change was instituted. There was no requirement that these comments should be accepted, but the arrangement worked out by formed Treasury Secretary Douglas Dillon indicated that comments received should be "carefully considered and accommodated as practicable." In a letter to the heads of the four agencies on June 24, Secretary Fowler said he wanted to add to this, provision for direct discussion of regulatory moves among the agencies. He suggested, and they accepted, the establishment of a Coordinating Committee on Bank Regulation to meet at least quarterly. Chairmanship of the coordinating group will rotate among the members. Each meeting will have an agenda comprising matters for discussion requested in advance by the members. The Secretary of the Treasury will send an observer to the meetings. If the Committee cannot reach agreement this is to be reported by the chairman of the Coordinating Committee to the Secretary of the Treasury. Secretary Fowler said that the new Committee corresponds to recommendations made by the President's Committee on Financial Institutions, of April 1963. The Secretary recalled in his letter to the heads of the four bank regulatory bodies that in suggesting coordination of bank regulation actions the President had noted that the agencies had been granted authority directly by Congress and that they enjoy "considerable independence of action." Secretary Fowler stated that he would "fully respect" this observation. Secretary Fowler's letter proposing the Coordinating Committee on Bank Regulation is attached. Hon. WILLIAM MCCHESNEY MARTIN, Jr., Chairman, Board of Governors of the Federal Reserve System. Hon. JAMES J. SAXON, Comptroller of the Currency. Hon. KENNETH A. RANDALL, Chairman, Federal Deposit Insurance Corporation. Hon. JOHN E. HORNE, Chairman, Federal Home Loan Bank Board. JUNE 24, 1965. On March 3, 1964, in response to a direction of the President of March 2, 1964, Secretary Dillon established a procedure for the exchange of information among the bank regulatory agencies. This exchange was to apply to any rule, regulation, or policy of any one agency which might conflict with an existing rule, regulation or policy of any of the other agencies. Ten working days was to be allowed for comment before any change was instituted, and while there was no requirement that these comments should be accepted, the arrangement worked out by Secretary Dillon indicated that comments received should be "carefully considered and accommodated as practicable." I should like now to have your assent to a further elaboration of the earlier arrangement, and the extension of the new plan to cover the Federal Home Loan Bank Board. The one weakness in the earlier procedure was the lack of direct discussions among the affected agencies. My proposal is that there should be established a Coordinating Committee on Bank Regulation to be composed of the Chairman of the Board of Governors of the Federal Reserve System or a designated Governor thereof, the Comptroller of the Currency, the Chairman of the Federal Deposit Insurance Corporation, and the Chairman of the Federal Home Loan Board. The chairmanship of the Committee should rotate quarterly among the members, and the members should meet at least quarterly and additionally at the call of any member. For each meeting of the Coordinating Committee, there should be a formal agenda comprising those matters requested for discussion by the individual members. The Secretary of the Treasury should have the authority to designate an observer or observers to attend these meetings. Where, with respect to any matter, the Committee is unable to reach an agreement, this fact, together with a summary of the opposing views, should be reported by the Committee chairman to the Secretary of the Treasury. This proposal in its broad outlines conforms closely to a recommendation of the President's Committee on Financial Institutions. It should provide an effective instrument for the exchange of views among the banking agencies, and for such accommodation of differences as is feasible considering the divergent scope of authority and responsibility of the participating agencies. In asking your assent to this new procedure, let me assure you that I am conscious of and will fully respect the sentence in the President's letter which reads: "To the extent that each of these agencies has been granted authority directly by Congress, each enjoys considerable independence of action in this field." Sincerely yours, HENRY H. FOWLER. EXHIBIT 5.-STATEMENT BY CHAIRMAN PATMAN CONCERNING THE POOR PUBLIC DISCLOSURE STANDARDS PRESCRIBED BY COMPTROLLER SAXON FOR NATIONAL BANKS UNDER THE SECURITIES EXCHANGE ACT OF 1934 Recent legislation has made the disclosure provisions of the Securities Exchange Act of 1934 applicable to all banks with assets of at least $1 million, and with 750 or more stockholders. The law provides that the three Federal banking agencies shall administer and implement these disclosure requirements with respect to those banks under their respective supervisory jurisdiction. The Federal Reserve and the FDIC have filed almost identical rules and regulations, generally reflecting the Securities and Exchange Commission's experience in this. Your requirements appear inadequate by any standard comparison. For instance, under your rule, a national bank official would not even have to disclose a finder's fee he received for negotiating a merger involving his own bank. And of course none of the three agencies requires a regular, independent audit. I am inserting into the record the Comptroller's disclosure requirements for annual reports to stockholders which are also identical to his disclosure requirements for registration under the securities law. I am also inserting the FDIC's comparable regulation which suggests that the Comptroller's needs considerable beefing up if public stockholders of national banks are to receive the information they are entitled to. COMPTROLLER OF THE CURRENCY CORPORATE PRACTICES AND PROCEDURES OF NATIONAL BANKS [PARTS 10-16] Parts 10, 11, 16, and § 12.1 are effective September 1, 1964; the remainder of Part 12 is effective October 1, 1964 Filing of report. AUTHORITY: The provisions of this Part 10 issued under R.S. 324 et seq. as amended; 12 U.S.C. 1 et seq. § 10.1 Scope and application. (a) Every national bank having a class of equity security held of record by seven hundred and fifty or more persons shall mail a written report containing, as a minimum, the financial and other information called for by this part, to each of its stockholders in time to be received by them prior to the bank's annual meeting, but in no event later than 60 days after the close of the fiscal year. (b) On and after May 1, 1965, compliance with the requirements of § 10.4 shall be deemed a registration under section 12 (g) of the Securities and Exchange Act of 1934, as amended, of any class of equity securities heretofore issued by a national bank and held of record by seven hundred and fifty or more persons. (c) Notwithstanding the foregoing, any national bank prior to listing any class of its securities on a national securities exchange shall have filed a registration statement in accordance with the applicable provisions of Part 16 of this chapter, which has been declared effective by the Comptroller of the Currency. [Instruction: This part applies to issues of equity securities presently outstanding that are now held or may in the future become held by seven hundred and fifty or more persons. The registration requirements applicable to public offerings made hereafter are found in Part 16 of this chapter.] § 10.2 No private right of action hereunder. The enforcement of Parts 10, 11, and 12.1 of this chapter shall be a function solely of the Office of the Comptroller of the Currency and no provision of these regulations (12 CFR Parts 10, 11, and § 12.1) is intended to confer any private right of action on any stockholder or other person against a national bank. § 10.3 Information to be furnished stockholders. The annual report shall bear the written, printed or facsimile signature of the Chairman of the Board, President or other executive officer of the bank and shall include, as a minimum, the following information: (a) Comparative balance sheets as of the close of the last fiscal year and as of the close of the preceding fiscal year. (b) Comparative statements disclosing net operating income after applicable federal income taxes, net operating income per share, and cash dividends paid per share for the fiscal year and preceding fiscal year. (c) A comparative reconciliation of capital accounts which summarizes the changes in the capital accounts for the last fiscal year and the preceding fiscal year. § 10.4 Filing of report. Two copies of the annual report shall be filed with the Comptroller of the Currency, Washington, D.C.; one copy with the appropriate Regional Comptroller; and one copy maintained at the office of the bank. Such reports will be available for public inspection upon request, at the principal office of the reporting bank and at the Office of the Comptroller of the Currency, Washington, D.C., during normal business hours. FEDERAL DEPOSIT INSURANCE CORPORATION FORMS Section 335.41 Form for Registration of Securities of a Bank Pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934. FEDERAL DEPOSIT INSURANCE CORPORATION Washington, D. C. FORM F-1 FORM FOR REGISTRATION pursuant to section 12(b) or section 12(g) (Exact name of bank as specified in charter) (Address of principal office) Title of each class of securities being registered pursuant to section 12 (b) of the Act: Title of class Name of each exchange on Title of each class of securities being registered pursuant to section 12(g) of the Act:* *If none, so state. |