Duties and Responsibilitis of Directors Comptroller's Handbook (Section 501)

Directors are placed in positions of trust by the bank's shareholders, and bothstatute and common law place responsibility for the management of a bankfirmly and squarely on the board of directors. The directors of a national bankmay delegate the day-to-day routine of conducting the bank's business to theirofficers and employees, but they cannot delegate their responsibility for theconsequences of unsound or imprudent policies and practices whether itinvolves lending, investing, protecting against internal fraud, or any otherbanking activity. The directorate is responsible to its depositors andshareholders for safeguarding their interests through the lawful, informed, efficient, and able administration of the institution