Corporate Governance and ESG Oversight Our strong corporate governance practices help us protect the interests of stakeholders, including customers, clients, employ - ees, shareholders and communities. The Firm believes that continued success rests on adherence to its Business Princi - ples, which focus on how we strengthen, safeguard and grow our company over time. These principles apply consistently across lines of business and geographies where we operate. Board of Directors The Board is responsible for oversight of the business and affairs of the Firm. It is also responsible for setting the “tone at the top” to promote a culture of accountability, ethical conduct and strong corporate values across the Firm. Its core areas of oversight include strategy, executive performance and talent management, financial performance and condition, risk management and internal control framework and ESG matters. Our Board is guided by the Firm's Governance Principles. Our sound governance practices include: annual election of all directors by majority vote, 100% principal standing committee independence, Board oversight of corporate responsibility and ESG matters, stock ownership for directors and ongoing director education. In 2021, directors were provided with education on subjects including DEI, the Firm's climate risk management framework and cybersecurity and technology. Except for our CEO, all of our directors are independent under the standards set forth by the New York Stock Exchange and the Firm’s Corporate Governance Principles . In addition, we hav e a Lead Independent Director who is appointed annually by the independent directors and facilitates independent Board oversight of management. JPMorgan Chase seeks director candidates who uphold the highest standards, are committed to the Firm’s values and are strong independent stewards of the long-term interests of shareholders, employees, customers, suppliers and communities in which we work. The Board, including the Corporate Governance & Nominating Committee, considers Board composition holistically, with a focus on recruiting directors who have the qualities required to effectively oversee the Firm, including its present and future strategy. The Board seeks directors with expertise in executive fields who will bring experienced and fresh perspectives and insight, and come together to effectively challenge and provide independent oversight of management. The Board looks for candidates with a diversity of experience, perspectives and viewpoints, including diversity with respect to gender, race, ethnicity and nationality. As of April 2022, there are 10 directors on our Board, including four directors who identify as women and one director who identifies as Black. The Board oversees management directly and through its five standing committees: • Public Responsibility Committee • Compensation & Management Development Committee • Risk Committee • Audit Committee • Corporate Governance & Nominating Committee Each committee operates pursuant to a written charter. These charters , and the Firm’s Corporate Governance Principles guide the Board’s governance and oversight functions. Our annual Proxy Statement includes information about the membership and responsibilities of these committees. Senior Management Our management structure is designed to encourage effective leadership that is consistent with our corporate standards and promotes a strong corporate culture. We manage our Firm on a line-of-business basis, while also maintaining strong corporate functions and appropriate governance of our subsidiaries. Our Firm’s most senior management body is the Operating Committee, which is responsible for developing and implementing corporate strategy and managing operations. As of December 31, 2021, 37% of seats on the Operating Committee were held by women. Our Board reviews succession planning for the CEO and the members of the Operating Committee at least annually. In accordance with our compensation philosophy, the Compensation & Management Development Committee uses a balanced and disciplined approach to assess the performance of members of the Operating Committee throughout the year against four broad dimensions; business results; risk, controls and conduct; client/customer/stakeholder, including our engagement in communities and commitment to provide economic opportunity to underserved communities, and address environmental and social issues such as climate change and racial equity; and teamwork and leadership, including creating a diverse, inclusive, respectful and accountable environment and developing employees, managers and leaders as key drivers of our human capital management strategy. 50 INTRODUCTION ENVIRONMENTAL SOCIAL GOVERNANCE Corporate Governance and ESG Oversight Stakeholder Engagement Risk Management Data Privacy and Cybersecurity Business Ethics Political Engagement and Public Policy ESG REPORT APPENDICES
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