(a) An advisory director or advisory manager is not considered to be a director if the advisory director or advisory manager:
(1) is not elected by the shareholders or participants of the state trust company;
(2) does not vote on matters before the board or a committee of the board;
(3) is not counted for purposes of determining a quorum of the board or committee; and
(4) provides solely general policy advice to the board.
(b) A state trust company may not disclose to an advisory director or advisory manager confidential information pertaining to the state trust company or the company's clients unless:
(1) the board adopts a resolution that designates the advisory director or advisory manager as a person who is officially connected to the trust company and that describes the purpose for disclosure of the information, which must be a reasonable business purpose; and
(2) the disclosure is made under a written confidentiality agreement between the state trust company and the advisory director or advisory manager.