Board establishes standards for risk management by approving
policies that address and mitigate the Company’s most material
risks. These include policies addressing credit risk, interest rate
risk, capital risk, liquidity risk, and cybersecurity risk, as well
as Bank Secrecy Act/Anti-Money-Laundering compliance. The Board
also monitors, reviews, and reacts to risk through various reports
presented by management, internal and external auditors, legal
counsel and regulatory examiners.
Committees of the Board
The Board has, among others, a standing Audit and Risk Governance
Committee, a Compensation Committee, and a Governance
Committee.
Audit and Risk Governance Committee. The current
members of the Audit and Risk Governance Committee are Messrs. Dean
(Chair), Dees, Farmar, and Spilman, and Ms. Woodruff. The
Board has determined that all members of the Audit and Risk
Governance Committee are independent under the rules of the NYSE
and the Securities and Exchange Commission (“SEC”), and meet the
definition of independent directors as set forth in Rule
10A-3 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Board
has also determined that all of the members of the Audit and Risk
Governance Committee have sufficient knowledge in financial and
auditing matters to serve on the Committee and that Messrs. Dean,
Dees and Spilman, and Ms. Woodruff each qualify as an “audit
committee financial expert” as defined by regulations of the
SEC.
The Audit and Risk Governance Committee has adopted a charter that
provides guidance to the Committee, the entire Board and the
Company regarding the Committee’s purposes, goals,
responsibilities, functions and its evaluation. A copy of the
charter is available on the Company’s website at www.mybrb.com
under “Investor Relations.” The Audit and Risk Governance Committee
provides independent and objective oversight of the integrity of
the Company’s financial statements, the accounting functions and
internal controls of the Company and its subsidiaries and
affiliates (as applicable), compliance with legal and regulatory
requirements, the Company’s independent registered auditors’
qualifications and independence, and the performance of the
Company’s independent registered auditors, and the Company’s
internal audit function. The Audit and Risk Governance Committee
and the Board have the ultimate authority and responsibility to
select, evaluate and, where appropriate, replace the independent
accountants and internal auditors. The Committee also reviews and
advises the Board with respect to the Bank’s risk management
policies, and tax policies. The Audit and Risk Governance Committee
met eight times during the year ended December 31, 2021.
Compensation Committee. The current members of the
Compensation Committee are Messrs. Patterson (Chair), Dees, and
Janney, and Ms. Crowther. The Board has determined that all
members of the Compensation Committee are independent under the
rules of the NYSE and the SEC.
The Compensation Committee has adopted a charter that provides
guidance to the Committee, the entire Board and the Company
regarding the administration of the compensation programs and
policies of the Company. A copy of the charter is available on the
Company’s website at www.mybrb.com under “Investor Relations.” The
Compensation Committee provides assistance to the Board in
fulfilling its responsibility to shareholders, potential
shareholders, and the investment community to ensure that the
Company’s officers, key executives, and Board members are
compensated in accordance with the Company’s total compensation
objectives and executive compensation philosophy and strategy. The
Committee recommends and approves the compensation policies,
strategies, and pay levels necessary to support organizational
objectives. The Compensation Committee met seven times during the
year ended December 31, 2021.
Governance Committee. The current members of the
Governance Committee are Messrs. Janney (Chair), Dean, Holzwarth,
Patterson, and Reynolds. The Board has determined that all members
of the Governance Committee are independent under the rules of the
NYSE and the SEC.
The Governance Committee has adopted a charter that provides
guidance to the Committee, the entire Board and the Company
regarding the process for identifying and recommending directors to
the Board. A copy of the charter is available on the Company’s
website at www.mybrb.com under “Investor Relations.” The Governance
Committee provides assistance to the Board in fulfilling its
responsibility to shareholders, potential shareholders, regulators,
and the investment community to ensure that the Board practices
create a governance environment
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