the depository institution or any of its subsidiaries,
affiliates, or holding companies;
‘‘(9) the term ‘outside director’ means an indi-
vidual who is a member of the board of directors
who is not an employee or officer with management
functions of either the depository institution or de-
pository holding company, or any of its subsidiaries,
affiliates, or holding companies; and
‘‘(10) the term ‘control’ has the meaning given
to such term in section 2 of the Bank Holding Com-
pany Act of 1956 for bank holding companies and
section 10(a)(2) of the Home Owners’ Loan Act for
savings and loan holding companies.’’.
(b) Section 207(2) of the Depository Institution Man-
agement Interlocks Act (12 U.S.C. 3206(2)) is amended
to read as follows:
‘‘(2) the Board of Governors of the Federal Re-
serve System with respect to State banks which are
members of the Federal Reserve System, foreign
banks, and bank holding companies,’’.
SEC. 3. DUAL SERVICE OF OUTSIDE COUNSEL AND AC-
COUNTANTS ON BOARD OF DIRECTORS PRO-
HIBITED.
The Depository Institution Management Interlocks
Act (12 U.S.C. 3201 et seq.) is amended by adding at
the end the following new section:
‘‘SEC. 211. DUAL SERVICE OF OUTSIDE COUNSEL AND AC-
COUNTANTS ON BOARD OF DIRECTORS PRO-
HIBITED.
‘‘No individual who is an outside counsel or outside
accountant of a depository institution or a depository hold-
ing company may serve as a member of board of directors
of that depository institution or depository holding com-
pany or any of its subsidiaries, affiliates, or holding com-
panies.’’.
SEC. 4. OWNERSHIP DISCLOSURES TO BOARD OF DIREC-
TORS.
The Depository Institution Management Interlocks
Act (12 U.S.C. 3201 et seq.) (as amended by this act)
is amended by adding at the end the following new section:
‘‘SEC. 212. OWNERSHIP DISCLOSURES TO BOARD OF DIREC-
TORS.
‘‘Not less than once each calendar year each deposi-
tory institution and depository holding company shall pro-
vide to each member of its board of directors, and to each
member of the board of directors of any depository institu-
tion or depository holding company it controls, a list of
the names and principal places of business of each individ-
ual or company which directly or indirectly owns, controls,
or has power to vote 5 per centum or more of any class
of voting securities of the depository institution or deposi-
tory holding company, and such other information as the
appropriate Federal depository institutions regulatory
agency shall prescribe by regulation.’’.
SEC. 5. CHANGE IN CONTROL DISCLOSURES TO BOARD OF
DIRECTORS.
The Depository Institution Management Interlocks
Act (12 U.S.C. 3201 et seq.) (as amended by this act)
is amended by adding at the end the following new section:
‘‘SEC. 213. CHANGE IN CONTROL DISCLOSURES TO BOARD
OF DIRECTORS.
‘‘Each depository institution and depository holding
company shall provide to each member of its board of di-
rectors, and to each member of the board of directors of
any depository institution or depository holding company
it controls, with notice of any proposed change in control
of the parent depository institution or depository holding
company. Such notice shall contain such information as
the appropriate Federal depository institutions regulatory
agency of the parent depository institution or depository
holding company shall prescribe by regulation.’’.
SEC. 6. BOARD OF DIRECTORS CONTROL BY OUTSIDE DI-
RECTORS.
The Depository Institution Management Interlocks
Act (12 U.S.C. 3201 et seq.) (as amended by this act)
is amended by adding at the end the following new section:
‘‘SEC. 214. BOARD OF DIRECTORS CONTROL BY OUTSIDE DI-
RECTORS.
‘‘A majority of the voting members of the board of
directors of each depository institution and each deposi-
tory holding company shall be outside directors.’’.
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