1. (1) The board of directors of a state trust company shall adopt a written statement of principles of trust management at its first organizational meeting or at a meeting of the board called for that purpose, which it must annually reaffirm by written vote, whether or not such statement is sought to be amended.

2. (2) The statement of principles of trust management shall set forth the minimum requirements for sound fiduciary management in the operation of a state trust company. Such minimum requirements shall provide for sound fiduciary practices in the operation of a state trust company and provide safeguards for the protection of fiduciary beneficiaries, principals of agency relationships, creditors, stockholders, and the public, and shall provide for:

   1. (a) Involvement by the board of directors in providing for the establishment and continuing fiduciary operations;
   2. (b) Operation of fiduciary activities separate and apart from every other activity of the state trust company, with trust assets separated from other assets owned by the state trust company, and the assets of each trust account separated from the assets of every other trust account; and
   3. (c) Maintenance of separate books and records for the fiduciary business in sufficient detail to properly reflect all fiduciary activities.

3. (3) The statement of principles of trust management shall provide that the board of directors, by resolution included in its minutes:

   1. (a) Designate a competent and qualified officer or manager to be responsible for and administer the fiduciary activities of the state trust company;
   2. (b) Define such officer's or manager's duties;
   3. (c) Name a trust committee consisting of at least three directors to be responsible for and supervise the fiduciary activities of the state trust company or state banking institution, which shall include, if feasible, one or more directors who are not officers of the state trust company or state banking institution;
   4. (d) Receive reports from such trust committee and record actions taken in its minutes;
   5. (e) Review the examination reports of the state trust company by the department or other applicable financial services regulatory authority having jurisdiction over the state trust company; and
   6. (f) Record all actions taken in its minutes.
4. (4) Nothing in this section is intended to prohibit the board of directors from authorizing itself to act as the trust committee, or from authorizing itself to appoint additional committees and officers to oversee account administration and the operation of the state trust company and its fiduciary activities.
5. (5) When such statement provides for delegating duties to a subcommittee or officers, the statement shall indicate that the board and the trust committee remain responsible for the oversight of all trust company and fiduciary activities. Such statement shall also reflect that sufficient reporting and monitoring procedures are required to fulfill this responsibility.

6. (6) The statement of principles of trust management shall provide that the trust committee:

   1. (a) Meet at least quarterly, and more frequently if considered necessary and prudent to fulfill its supervisory responsibilities;

   2. (b) Approve and document:

      1. (i) The opening of all new fiduciary accounts;
      2. (ii) Purchases and sales of, and changes in, trust assets; and
      3. (iii) The closing of trust and agency relationship accounts;
   3. (c) Provide for a comprehensive review of all new accounts, for which the state trust company or trust department has investment responsibility, promptly following acceptance;
   4. (d) Provide for a review of each fiduciary and agency account, including collective investment funds, at least once during each calendar year, the scope, frequency, and level of review of which should be addressed in appropriate written policies that give consideration to the state trust company's fiduciary responsibilities, type and size of account, and other relevant factors, including coverage of both administration of the account and suitability of the account's investments, distinguishing as between the scope and components of discretionary and nondiscretionary reviews;
   5. (e) Keep comprehensive minutes of meetings held and actions taken; and
   6. (f) Make periodic reports to the board of directors of its actions.

7. (7) The statement of principles of trust management shall also require:

   1. (a) Comprehensive written policies which address all important areas of the state trust company's fiduciary activities;
   2. (b) Competent legal counsel to advise trust officers and the trust committee on legal matters pertaining to fiduciary activities;
   3. (c) Adequate internal controls, including appropriate controls over fiduciary assets; and
   4. (d) An adequate annual audit of all fiduciary activities by an internal or external auditor, as required by the department, the findings of which, including actions taken as a result of the audit, must be recorded in its minutes.
8. (8) Notwithstanding subsection (7)(d) of this section, the statement of principles of trust management may provide that, if a state trust company adopts a continuous audit process instead of performing annual audits, such audits may be performed, on an activity-by-activity basis, at intervals commensurate with the level of risk associated with that activity. In such case, the statement must reflect that audit intervals are to be supported and reassessed regularly to ensure appropriateness, given the current risk and volume of the activity.

[ 2019 c 389 s 43.]