We are proud of the 200-year tradition of integrity on which this Firm is built and we have the utmost confidence in the governance provided by our Board of Directors. Our Board is a balanced and diverse group of leaders and is highly independent and well equipped to carry out its functions as a governing body on behalf of stockholders.
The Board's Corporate Governance Principles and the charters of the principal Board committees are set out below. Together, these form the framework for governance of the Firm.
The Board's Corporate Governance Principles and committee charters reflect New York Stock Exchange listing standards as well as regulatory requirements, and they rest on a foundation of long-standing governance principles of the Firm and its predecessors. The Board recognizes that governance principles will continue to evolve in the future and that the Board should continue to re-evaluate them from time to time in light of changing circumstances.
Historically, JPMorgan Chase & Co. (JPMorgan Chase or the Firm) has had Board-approved corporate governance guidelines referred to as Corporate Governance Principles of the Board. These are examined by the Board periodically in light of evolving standards of corporate governance.
The Board of Directors determined that each of the non-management directors is independent in accordance with the director independence definition specified in the Corporate Governance Principles of the Board.
The Board as a whole is responsible for the oversight of management on behalf of the Firm's stockholders. The principal functions of the Board are to oversee processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance with law and the Firm's code of conduct; to evaluate and determine the compensation of the Chief Executive Officer; to review the Firm's compensation and benefits programs and its succession planning and diversity programs; to review the major strategic, financial and other objectives of the Firm; to review the Firm's community-oriented activities; and to nominate directors and evaluate the structure and practices of the Board to provide for sound corporate governance. The Board accomplishes these functions acting directly and through its committees. Learn more about the leadership team and the Board of Directors.
Our integrity and reputation depend on our ability to do the right thing, even when it's not the easy thing. The Code of Conduct is a collection of rules and policy statements intended to assist employees and directors in making decisions about their conduct in relation to the firm's business. The Code is based on our fundamental understanding that no one at JPMorgan Chase should ever sacrifice integrity -- or give the impression that they have -- even if they think it would help the firm's business.
The purpose of our Code of Ethics is to promote honest and ethical conduct and compliance with the law, particularly as related to the maintenance of the firm's financial books and records and the preparation of its financial statements. The obligations of this Code of Ethics supplement, but do not replace, the firm's Code of Conduct.
Because of the potential impact public policy can have on our businesses, employees and communities, we proactively engage in the political process in order to advance and protect the long-term interests of the Firm and its constituents.
Certificate of Incorporation and By-laws
Certificate of Amendment to Certificate of Incorporation (5.78MB PDF file)
By-laws (125.11KB PDF file)