Rule 80-12-11-.02v2. [Effective 7/6/2026] Change in Director, Executive Officer, Principal Shareholder, or Control Person of Holding Company

Rule 80-12-11-.02. [Effective 7/6/2026] Change in Director, Executive Officer, Principal Shareholder, or Control Person of Holding Company

1. (1) The Department must approve in writing any new director, executive officer, principal shareholder, or control person of the holding company, prior to any such appointment or change taking effect, for the purpose of considering the character and fitness of such person. In order to make these determinations, such persons will provide the Department any information or documents requested by the Department including, but not limited to, an independent credit report.
2. (2) The Department shall be given at least sixty (60) days written notice prior to the proposed appointment or change of director, executive officer, principal shareholder, or control person taking effect. If the Department does not issue a notice disapproving the proposed director, executive officer, principal shareholder, or control person within sixty (60) days of receipt of the required written notice or extend the period during which a disapproval may be issued for another thirty (30) days, such person shall stand approved. The period for disapproval may be further extended if the Department determines that the holding company or proposed director, executive officer, principal shareholder, or control person has not furnished all the information required by this Rule or, in the Department's judgment, inaccurate information has been submitted. An appointment or proposed change may be made prior to expiration of the disapproval period if the Department issues a written notice of its intent not to disapprove the proposed director, executive officer, principal shareholder, or control person.
3. (3) The requirements of Paragraphs 1 and 2 of this Rule shall not apply to the principal shareholders, executive officers, directors, and control persons of a holding company that is a public company.
4. (4) At the time of the submission of an MALPB charter application or at any time thereafter, a holding company that is not a public company can make a written request to the Department for a waiver or modification of the requirements of Paragraphs 1 and 2 of this Rule. Such request shall set forth in detail the rationale for the requested waiver or modification. In evaluating such request the Department shall consider, among other factors, the financial condition of the MALPB and the holding company, financial support from the holding company to the MALPB, any recent findings in the most recent audits and reports of examinations of the MALPB and the holding company, condition of the MALPB, number of independent directors at the holding company, manner of appointment or election of directors or executive officers at the holding company, evaluation process for directors, executive officers, principal shareholders, and control persons of the holding company, corporate governance of the holding company, and activities of the holding company and affiliates. It shall be in the Commissioner's sole discretion to approve, conditionally or otherwise, or deny the request for a waiver or modification.

Authority: O.C.G.A. §§ 7-1-61, 7-9-13.

History. Original Rule entitled "Change in Director, Executive Officer, Principal Shareholder, or Control Person of Holding Company" adopted. F. Dec. 3, 2013; eff. Dec. 23, 2013.

Amended: F. June 15, 2015; eff. July 5, 2015.

Amended: F. Oct. 2, 2025; eff. Oct. 22, 2025.

Amended: F. June 16, 2026; eff. July 6, 2026.