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The purpose of the Public Responsibility Committee is to:
- Provide oversight and review of the Firm's positions and practices on public responsibility matters such as community investment, fair lending, sustainability, consumer practices and other public policy issues that reflect the Firm's values and character and impact the Firm's reputation among its stakeholders.
- Provide guidance on these matters to management and the Board as appropriate.
The Public Responsibility Committee oversees reputational risks and conduct risks within its scope of responsibility.
- The Public Responsibility Committee shall be composed solely of non-management directors, not fewer than three in number.
- Each member of the Public Responsibility Committee shall meet the independence standards of the New York Stock Exchange corporate governance listing standards as of the Firm's most recent annual meeting and the Firm's standards of independence as provided in the Corporate Governance Principles of the Board.
- Membership on the Public Responsibility Committee is reviewed each year by the Corporate Governance & Nominating Committee and approved by the Board, which also designates a Chair for the committee. Each Public Responsibility Committee member and Chair serves at the pleasure of the Board.
- The Public Responsibility Committee shall meet as often as it determines is appropriate, but not less frequently than four times per annum. The Chair shall preside at all meetings of the Public Responsibility Committee and shall set the agenda.
- The Public Responsibility Committee shall meet periodically in executive sessions. Such sessions shall generally be held in conjunction with each regularly scheduled meeting of the Public Responsibility Committee.
- The Public Responsibility Committee may ask any officer or employee of the Firm to attend the meeting of the Public Responsibility Committee or for such persons to meet with any members of, or advisors to, the Public Responsibility Committee.
- The Public Responsibility Committee has authority to retain advisers when it deems appropriate, including approval of fees and terms of retention, without the prior permission of the Board or management, and shall be provided the necessary resources for such purposes.
- The Public Responsibility Committee shall report periodically to the Board, generally at the next regularly scheduled Board meeting following a Public Responsibility Committee meeting, on actions taken and significant matters reviewed by the Public Responsibility Committee.
Duties and responsibilities
In furtherance of its mission, the Public Responsibility Committee shall, to the extent not considered by other committees, have the following duties and responsibilities with respect to oversight of management's responsibilities:
- Review strategy and budget with respect to charitable contributions and projects undertaken to improve the communities served by the Firm.
- Review the community reinvestment activities of the Firm, including the Firm's progress under community development programs.
- Review the Firm's fair lending program as it relates to mortgage and other lending activities.
- Review management's approach to consumer practices with respect to consumer experience, consumer complaint resolution, and consumer issues related to disclosures, fees or the introduction of major new products.
- Review the Firm's significant policies and practices regarding political contributions, major lobbying priorities and principal trade association memberships that relate to the Firm's public policy objectives.
- Review legislative developments of significance to the Firm, with an emphasis on matters of public responsibility.
- Review the Firm’s policies and practices related to environmental and social matters.
- Review shareholder proposals involving issues of public interest and public responsibility.
Action on behalf of national bank subsidiaries
- The Committee has full and complete authority to act for and on behalf of the Firm's national bank subsidiaries (the "Banks") in the exercise of the Public Responsibility Committee responsibilities of the Banks, pursuant to authority granted to the Committee by the By-laws of the Banks and by the Board of Directors of JPMorgan Chase & Co. In furtherance of such responsibilities, the Committee has a duty to seek to preserve the safety and soundness of the Banks and exercises its oversight of the Banks' Public Responsibility Committee matters with the understanding that the Banks' interests are not to be subordinated to the interests of the parent holding company in a way as to jeopardize the safety and soundness of the Banks.
- The Public Responsibility Committee shall review, at least annually, the committee's charter and recommend any proposed changes to the Board for approval. The Public Responsibility Committee shall prepare, and report to the Board the results of, an annual performance evaluation of the committee, which shall compare the performance of the committee with the requirements of this charter.
Effective July 2023