(a) What do references to a financial holding company include?
(1) Except as otherwise expressly provided,
the term “financial holding company” as used in this subpart means
the financial holding company and all of its subsidiaries, including
a private equity fund or other fund controlled by the financial holding company.
(2) Except as otherwise
expressly provided, the term “financial holding company” does not
include a depository institution or subsidiary of a depository institution
or any portfolio company controlled directly or indirectly by the
financial holding company.
(b) What do references to a depository institution
include? For purposes of this subpart, the term “depository institution”
includes a U.S. branch or agency of a foreign bank.
(c) What is a portfolio company? A
portfolio company is any company or entity—
(1) that is engaged in any activity not
authorized for the financial holding company under section 4 of the
Bank Holding Company Act (12 USC 1843); and
(2) any shares, assets, or ownership interests
of which are held, owned, or controlled directly or indirectly by
the financial holding company pursuant to this subpart, including
through a private equity fund that the financial holding company controls.
4-058.81
(d) Who are the executive
officers of a company?
(1) An executive officer of a company is
any person who participates or has the authority to participate (other
than in the capacity as a director) in major policymaking functions
of the company, whether or not the officer has an official title,
the title designates the officer as an assistant, or the officer serves
without salary or other compensation.
(2) The term “executive officer” does not
include—
(i) any person, including a person with
an official title, who may exercise a certain measure of discretion
in the performance of his duties, including the discretion to make
decisions in the ordinary course of the company’s business, but who
does not participate in the determination of major policies of the
company and whose decisions are limited by policy standards fixed
by senior management of the company; or
(ii) any person who is excluded from
participating (other than in the capacity of a director) in major
policymaking functions of the company by resolution of the board of
directors or by the bylaws of the company and who does not in fact
participate in such policymaking functions.
