OCC Guidelines Establishing Heightened Standards for Certain Large Insured National Banks, Insured Federal Savings Associations, and Insured Federal Branches; Technical Amendments

DEPARTMENT OF THE TREASURY <SUBAGY>Office of the Comptroller of the Currency</SUBAGY> <CFR>12 CFR Part 30</CFR> <DEPDOC>[Docket ID OCC-2025-0207]</DEPDOC> <RIN>RIN 1557-AF36</RIN> <SUBJECT>OCC Guidelines Establishing Heightened Standards for Certain Large Insured National Banks, Insured Federal Savings Associations, and Insured Federal Branches; Technical Amendments</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Office of the Comptroller of the Currency, Treasury. <HD SOURCE="HED">ACTION:</HD> Notice of proposed rulemaking; revised guidelines. <SUM> <HD SOURCE="HED">SUMMARY:</HD> The Office of the Comptroller of the Currency (OCC) is proposing to amend its guidelines relating to heightened standards for insured national banks, insured Federal savings associations, and insured Federal branches (Guidelines) to increase the average total consolidated assets threshold for applying the Guidelines from $50 billion to $700 billion. In addition, the proposal would clarify certain compliance dates and make other technical amendments. </SUM> <EFFDATE> <HD SOURCE="HED">DATES:</HD> Comments must be submitted on or before March 2, 2026. </EFFDATE> <HD SOURCE="HED">ADDRESSES:</HD> You may submit comments to the OCC by any of the methods set forth below. Commenters are encouraged to submit comments through the Federal eRulemaking Portal. Please use the title “OCC Guidelines Establishing Heightened Standards for Certain Large Insured National Banks, Insured Federal Savings Associations, and Insured Federal Branches” to facilitate the organization and distribution of the comments. You may submit comments by any of the following methods: • <E T="03">Federal eRulemaking Portal—Regulations.gov:</E> Go to <E T="03">https://regulations.gov/.</E> Enter Docket ID “OCC-2025-0207” in the Search Box and click “Search.” Public comments can be submitted via the “Comment” box below the displayed document information or by clicking on the document title and then clicking the “Comment” box on the top-left side of the screen. For help with submitting effective comments, please click on “Commenter's Checklist.” For assistance with the <E T="03">Regulations.gov</E> site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. EST, or email <E T="03">regulationshelpdesk@gsa.gov.</E> • <E T="03">Mail:</E> Chief Counsel's Office, Attention: Comment Processing, Office of the Comptroller of the Currency, 400 7th Street SW, Suite 3E-218, Washington, DC 20219. • <E T="03">Hand Delivery/Courier:</E> 400 7th Street SW, Suite 3E-218, Washington, DC 20219. <E T="03">Instructions:</E> You must include “OCC” as the agency name and Docket ID “OCC-2025-0207” in your comment. In general, the OCC will enter all comments received into the docket and publish the comments on the <E T="03">Regulations.gov</E> website without change, including any business or personal information provided such as name and address information, email addresses, or phone numbers. Comments received, including attachments and other supporting materials, are part of the public record and subject to public disclosure. Do not include any information in your comment or supporting materials that you consider confidential or inappropriate for public disclosure. You may review comments and other related materials that pertain to this action by the following method: • <E T="03">Viewing Comments Electronically—Regulations.gov:</E> Go to <E T="03">https://regulations.gov/.</E> Enter Docket ID “OCC-2025-0207” in the Search Box and click “Search.” Click on the “Dockets” tab and then the document's title. After clicking the document's title, click the “Browse All Comments” tab. Comments can be viewed and filtered by clicking on the “Sort By” drop-down on the right side of the screen or the “Refine Comments Results” options on the left side of the screen. Supporting materials can be viewed by clicking on the “Browse Documents” tab. Click on the “Sort By” drop-down on the right side of the screen or the “Refine Results” options on the left side of the screen checking the “Supporting & Related Material” checkbox. For assistance with the <E T="03">Regulations.gov</E> site, please call 1-866-498-2945 (toll free) Monday-Friday, 9 a.m.-5 p.m. EST, or email <E T="03">regulationshelpdesk@gsa.gov.</E> The docket may be viewed after the close of the comment period in the same manner as during the comment period. <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> Eden Gray, Assistant Director, Martin Chavez, Counsel, Elijah Jenkins, Counsel, Chief Counsel's Office, (202) 649-5490, Office of the Comptroller of the Currency, 400 7th Street SW, Washington, DC 20219. If you are deaf, hard of hearing, or have a speech disability, please dial 7-1-1 to access telecommunications relay services. </FURINF> <SUPLINF> <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD> <HD SOURCE="HD1">I. Background</HD> The 2008 financial crisis demonstrated the destabilizing effect that large, interconnected financial companies can have on the national economy, capital markets, and the overall financial stability of the banking system. Following the financial crisis, the OCC developed a set of “heightened expectations” to enhance the agency's supervision and strengthen the governance and risk management practices of large institutions. <SU>1</SU> <FTREF/> In 2010, the OCC began communicating these heightened expectations informally to large banks through the OCC's supervisory function. The OCC formalized these standards in 2014 by adopting the Guidelines  <SU>2</SU> <FTREF/> pursuant to section 39 of the Federal Deposit Insurance Act. <SU>3</SU> <FTREF/> The Guidelines are codified in appendix D to the OCC's safety and soundness standards regulations in 12 CFR part 30. The Guidelines generally establish minimum standards for the design and implementation of an institution's risk governance framework and set forth minimum standards for a board of directors (board) in overseeing the risk governance framework's design and implementation. <FTNT> <SU>1</SU>  For a further account of the heightened expectations program, refer to the notice of proposed rulemaking entitled <E T="03">OCC Guidelines Establishing Heightened Standards for Certain Large Insured National Banks, Insured Federal Savings Associations, and Insured Federal Branches; Integration of Regulations.</E> 79 FR 4282, 4283 (Jan. 27, 2014). </FTNT> <FTNT> <SU>2</SU>  79 FR 54518 (Sept. 11, 2014). </FTNT> <FTNT> <SU>3</SU>  12 U.S.C. 1831p-1. Section 39 was enacted as part of the Federal Deposit Insurance Corporation Improvement Act of 1991, Public Law 102-242, section 132(a), 105 Stat. 2236, 2267-70 (Dec. 19, 1991). Section 39 authorizes the OCC to prescribe safety and soundness standards in the form of a regulation or guidelines. </FTNT> The Guidelines apply to “covered banks.” The term “covered bank” means any insured national bank, insured Federal savings association, or insured Federal branch of a foreign bank with: (i) average total consolidated assets equal to or greater than $50 billion; (ii) average total consolidated assets less than $50 billion if that bank's parent company controls at least one covered bank; and (iii) average total consolidated assets less than $50 billion if the OCC determines such bank's operations are highly complex or otherwise present a heightened risk. <SU>4</SU> <FTREF/> <FTNT> <SU>4</SU>   <E T="03">See</E> 12 CFR part 30, appendix D, I.E.1., 5. </FTNT> The Guidelines provide that a covered bank should establish and adhere to a formal, written risk governance framework that includes well-defined risk management roles and responsibilities for front line units, independent risk management, and internal audit, commonly referred to as the “three lines of defense.”  <SU>5</SU> <FTREF/> The Guidelines indicate that a covered bank should have a comprehensive written statement that articulates the bank's risk appetite and serves as a basis for the risk governance framework. <SU>6</SU> <FTREF/> The Guidelines also address, in part, concentration and front line unit risk limits, <SU>7</SU> <FTREF/> processes governing risk limit breaches, <SU>8</SU> <FTREF/> risk data aggregation and reporting, and compensation and performance management programs. <SU>11</SU> <FTREF/> Finally, the Guidelines set forth standards for a covered bank's board. These standards provide, in part, that the board should provide active oversight of management, <SU>12</SU> <FTREF/> exercise sound, independent judgment, <SU>13</SU> <FTREF/> and include at least two independent directors. <SU>14</SU> <FTREF/> <FTNT> <SU>5</SU>   <E T="03">Id.</E> at II.A., II.C. </FTNT> <FTNT> <SU>6</SU>   <E T="03">Id.</E> at II.E. </FTNT> <FTNT> <SU>7</SU>   <E T="03">Id.</E> at II.F. </FTNT> <FTNT> <SU>8</SU>   <E T="03">Id.</E> at II.H. </FTNT> <FTNT> <SU>9</SU>   <E T="03">Id.</E> at II.J. </FTNT> <FTNT> <SU>10</SU>   <E T="03">Id.</E> at II.L. </FTNT> <FTNT> <SU>11</SU>   <E T="03">Id.</E> at II.M. </FTNT> <FTNT> <SU>12</SU>   <E T="03">Id.</E> at III.B. </FTNT> <FTNT> <SU>13</SU>   <E T="03">Id.</E> at III.C. </FTNT> <FTNT> <SU>14</SU>   <E T="03">Id.</E> at III.D. As explained in the Guidelines, this provision does not supersede other regulatory requirements regarding the composition of the board that apply to Federal savings associations. <E T="03">Id.</E> at III.D. n.6. </FTNT> The OCC recognizes that the Guidelines, as currently formulated, establish prescriptive standards for banking organizations. For instance, the Guidelines articulate highly specific roles and responsibilities for front line units, independent risk management, and internal audit. These include, for ex ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 67k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━