The Risk Committee (the “Committee”) is an independent committee of the Board of Directors that has, as its sole and exclusive function, responsibility for the oversight of the risk management policies and practices of the Corporation’s global operations and oversight of the operation of the Corporation’s global risk management framework.
The Committee will assist the Board of Directors in fulfilling its oversight responsibilities with regard to the risk appetite of the Corporation, the Corporation’s risk management and compliance framework, and the governance structure that supports it. Risk appetite is defined as the level and type of risk a firm is able and willing to assume in its exposures and business activities, given its business objectives and obligations to stakeholders.
In carrying out its oversight responsibilities, each Committee member shall be entitled to rely on the integrity and expertise of those persons providing information to the Committee and on the accuracy and completeness of such information, absent actual knowledge of inaccuracy.
The Committee will have the resources and authority appropriate to discharge its responsibilities, including sole authority to retain and terminate the engagement of such consultants or independent counsel to the Committee as it may deem necessary or helpful in carrying out its responsibilities, and to establish the fees and other terms for the retention of such consultants and counsel, such fees to be borne by the Corporation.
The Committee will consist of three or more independent directors. At least one member of the Committee shall have experience in identifying, assessing, and managing risk exposures of large, complex financial firms.
The Committee Chairman shall be a director who:
Committee members and the Committee Chairman (a) shall be appointed annually by the Board of Directors on recommendation of the Corporate Governance, Nominating and Social Responsibility Committee and (b) serve at the pleasure of the Board. The Committee shall report directly to the Board.
Except as limited by law, regulation or the rules of the New York Stock Exchange, the Committee may form subcommittees for any purpose that it deems appropriate and may delegate to such subcommittees or to members of the Corporation's management such power and authority as it deems appropriate, provided, however, that any such subcommittees shall meet all applicable independence requirements and that the Committee shall not delegate to persons other than independent directors any functions that are required — under applicable law, regulation, or stock exchange rule — to be performed by independent directors.
The Committee shall meet as frequently as necessary to fulfill its duties and responsibilities, but not less frequently than quarterly. A meeting of the Committee may be called by its chairman or any two members of the Committee.
The Committee shall coordinate with the Audit Committee of the Board (which may be done through the Chairs of each Committee) to ensure that each Committee has received and, when appropriate, discussed the information necessary to fulfill their respective responsibilities and duties with respect to areas of common interest. These areas may include, among other matters, the Corporation's methods for identifying and managing risks, and significant matters including, but not limited to, investment portfolio issues, frauds, regulatory enforcement actions, litigation or whistleblower matters, and technology issues.
The Committee may request any officer or employee of the Corporation, or any special counsel or advisor, to attend a meeting of the Committee or to meet with any members of, or consultant to, the Committee. The agenda for each Committee meeting will provide time during which the Committee can meet separately in executive session with management, the Chief Risk Officer, the Chief Compliance Officer, the independent auditors and as a Committee to discuss any matters the Committee or these groups believe should be discussed.
The Committee shall fully document and maintain records of its proceedings, including risk management decisions. Minutes of its meetings will be approved by the Committee and maintained on its behalf. The Committee shall report its activities to the Board of Directors on a regular basis and make such recommendations as it deems necessary or appropriate.
The Chief Risk Officer shall report directly to both the Committee and the Chief Executive Officer of the Corporation. The Committee shall receive and review regular reports, at least quarterly, from the Chief Risk Officer.
The Committee shall:
As part of these requirements, the Committee will have the responsibility to:
Except to the extent subject to the jurisdiction of another committee of the Board of Directors pursuant to that committee's charter, the Committee will have the responsibility to:
Annually, there shall be a performance evaluation of the Committee, which may be a self-evaluation or an evaluation employing such other resources or procedures as the Committee and the Corporate Governance, Nominating and Social Responsibility Committee may deem appropriate. The Committee will review and assess the adequacy of this Charter annually and recommend changes to the Board of Directors when necessary. The Charter and any amendments to it must be approved by the Board of Directors.
Approved: February 20, 2020