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The purpose of the Board of Directors’ Risk Committee is to assist the Board in its oversight of management’s responsibility to implement an effective global risk management framework reasonably designed to identify, assess and manage the Firm’s strategic, credit and investment, market, and operational risks. The Risk Committee’s responsibilities include approval of applicable primary risk policies and review of certain associated frameworks, analysis and reporting established by management.
The Risk Committee oversees reputational risks and conduct risks within its scope of responsibility.
- The Risk Committee shall be composed solely of non-management directors, not fewer than three in number.
- Each member of the Risk 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. The Risk Committee shall be chaired by an independent director as defined in the regulations of the Federal Reserve.
- Membership on the Risk 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 Risk Committee member and Chair serves at the pleasure of the Board.
- The Risk Committee membership shall, in the determination of the Board, consist of the appropriate backgrounds and experience to discharge the oversight responsibilities of the Risk Committee, and the Risk Committee membership shall meet all applicable regulatory or legal requirements regarding expertise and other qualifications. At least one member shall have experience in identifying, assessing and managing risk exposures of large, complex financial firms.
- The Risk Committee shall meet as often as it determines is appropriate, but not less frequently than quarterly. The Chair shall preside at all meetings of the Risk Committee and shall set the agenda.
- The Risk Committee shall meet periodically with the Chief Risk Officer in private sessions to discuss any matters that the Risk Committee or the Chief Risk Officer believes should be discussed, and the Risk Committee shall also meet periodically in executive sessions. Such sessions shall generally be held in conjunction with each regularly scheduled meeting of the Risk Committee.
- The Risk Committee may ask any officer or employee of the Firm to attend the meeting of the Risk Committee or for such persons to meet with any members of, or advisors to, the Risk Committee.
- The Risk 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 Risk Committee shall report periodically to the Board, generally at the next regularly scheduled Board meeting following a Risk Committee meeting, on actions taken and significant matters reviewed by the Risk Committee.
- The Risk Committee shall review and approve matters as required by law, regulation or agreement.
- The Risk Committee or its Chair shall meet not less than annually with the Compensation & Management Development Committee of the Board to assist that committee in its review of the Firm’s compensation practices, including policies with respect to the compensation of risk professionals, and the relationship among risk, risk management and compensation in light of the Firm’s objectives, including its safety and soundness and the avoidance of compensation practices that would encourage excessive risk taking.
Duties and Responsibilities
A. The Risk Committee shall, with respect to the Firm’s global risk management framework and risks:
- Approve such policies as may be designated by the Risk Committee as Board Risk Committee Policies Primary Risk Policies, and annually review and approve any material changes to such policies.
- Review and approve the Firm’s quantitative and qualitative risk appetite annually. Receive reports on results against defined risk appetite. The Risk Committee Chair shall be notified promptly if Firm Risk Appetite results have exceeded or are forecasted to exceed risk appetite.
- Review reports of significant risk issues identified by management.
- Meet periodically with the CEOs of the lines of business and with the Chief Investment Officer.
B. The Risk Committee shall, with respect to evaluating that there is in place an effective system of controls reasonably designed to evaluate and control risk throughout the Firm:
- Review and approve, as appropriate, parameters, limits and/or thresholds as requested by management. The Risk Committee Chair shall be notified promptly of firmwide breaches.
- Review such other key metrics agreed to with management and performance against such metrics..
- Receive, periodically, from management for Risk and Compliance, as appropriate, communications and presentations on significant control issues in internal audit reports, management letters from external auditors, and regulatory authorities’ examination reports, and such other significant control matters that are identified by the relevant function, as appropriate, and the resolution status thereof.
C. The Risk Committee shall, with respect to capital and liquidity analysis and planning:
- Unless reviewed and approved by the Board as a whole, review and approve the Firm’s Recovery Plan and the annual capital plan.
- Review analysis of the Firm’s liquidity risk. If liquidity management issues develop between meetings of the Risk Committee that the Chief Financial Officer believes could have a material adverse impact on the Firm, the Chief Financial Officer will promptly report such issues to the Chair of the Risk Committee.
- With respect to liquidity risk management, approve the contingency funding plan at least annually, and approve any material revisions to the plan.
- Review the acceptable level of liquidity risk that the Firm may assume in connection with its operating strategies (liquidity risk tolerances) at least annually, and bring to the Board annually for its approval.
- Receive and review at least semi-annually information provided by senior management to determine whether the Firm is operating in accordance with its established liquidity risk tolerances, and bring to the Board semi-annually for its review.
- Review periodically the liquidity risk-management strategies, policies, and procedures established by senior management, and bring to the Board for its approval and periodic review.
Oversight of senior management
- The Firm’s Chief Risk Officer shall report to the CEO and the Risk Committee.
- The Risk Committee shall consult with the CEO and shall approve the appointment, evaluation, replacement, reassignment, or dismissal of the Chief Risk Officer. The Risk Committee or its Chair shall consult with the CEO and the Compensation & Management Development Committee or its Chair and shall approve the compensation, non-financial performance objectives and succession planning of the Chief Risk Officer. The Risk Committee shall also review the performance and approve the succession planning of the Chief Risk Officer’s direct reports.
- The Risk Committee shall review the Chief Risk Officer’s proposed priorities, budget and staffing plans annually.
- The Chief Risk Officer, the Chief Risk Officers for each line of business, the Chief Compliance Officer for the Firm, and other direct reports of the Chief Risk Officer (as appropriate) will, at each regularly scheduled meeting, discuss with the Risk Committee any concerns that they reasonably believe could be material to the Firm or to a line of business. Such officers shall also describe any actions that have been or are planned to be taken to address such concerns.
- If risk management issues develop between meetings of the Risk Committee that the Chief Risk Officer believes could have a material adverse impact on the Firm, the Chief Risk Officer will promptly report such issues to the Chair of the Risk Committee.
- The Risk Committee shall, together with the Audit Committee, review audit results prepared by Internal Audit assessing the effectiveness of the risk governance framework, and the Risk Committee may also meet with the Audit Committee on such other topics of common interest or other matters as required by law, regulation or agreement. The Chief Risk Officer and the Chief Compliance Officer each shall have access to communicate with the Risk Committee on any matter relevant to risk and compliance.
Action on Behalf of National Bank Subsidiaries
- The Risk 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 risk committee responsibilities of the Banks, pursuant to authority granted to the Risk Committee by the By-laws of the Banks and by the Board of Directors of JPMorgan Chase & Co. In furtherance of such responsibilities, the Risk Committee has a duty to seek to preserve the safety and soundness of the Banks and exercises its oversight of the Banks’ risk 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 Risk Committee shall review, at least annually, the committee’s charter and recommend any proposed changes to the Corporate Governance & Nominating Committee and the Board for approval. The Risk Committee shall conduct, and report to the Board, the results of an annual performance evaluation of the Risk Committee, which evaluation shall include a comparison of the performance of the Risk Committee with the requirements of this charter.
Effective July 2022