JP Morgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2 trillion and operations in more than 60 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity. More about JP Morgan Chase & Co
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Corporate Responsibility
At JP Morgan Chase, we believe that being profitable and doing good works for the people and the world around us aren't exclusive of each other; they're integrated goals. When our business is strong and well governed, we're in a better position to translate positive financial results into sustainable community and environmental efforts that benefit everyone. This is the essence of corporate responsibility. Every day, we strive to make our firm a good corporate citizen -- and the most respected financial-services institution in the world.
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At JP Morgan Chase, we believe that being profitable and doing good works for the people and the world around us aren't exclusive of each other; they're integrated goals. When our business is strong and well governed, we're in a better position to translate positive financial results into sustainable community and environmental efforts that benefit everyone. This is the essence of corporate responsibility. Every day, we strive to make our firm a good corporate citizen -- and the most respected financial-services institution in the world.
Find out more
Charter of the Compensation & Management Development Committee
Mission
The Compensation & Management Development Committee reviews and approves the corporation's compensation and benefit programs; ensures the competitiveness of these programs; and advises the Board on the development of and succession for key executives.
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Membership
The Compensation & Management Development Committee shall be composed solely of non-management directors, each of whom shall be independent as defined in the Corporate Governance Principles of the Board. Each member shall also be an outside director for purposes of Section 162(m) of the Internal Revenue Code and a non-employee director for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16").
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Authorities and responsibilities
The committee will:
- periodically review and approve a statement of the corporation's compensation philosophy, principles and practices.
- approve the goals and objectives of the corporation relevant to the compensation of the Chief Executive Officer and any other Officer-Director (the "Officer-Directors"); evaluate the Officer-Directors in light of those goals and objectives; and determine the compensation for the Officer-Directors based on this evaluation (subject to ratification by the independent directors of the Board). In determining the long-term incentive awards for the Officer-Directors, the committee seeks to further align the interests of the Officer-Directors with stockholders and considers the corporation's performance and relative shareholder return, the awards given to the Officer-Directors in past years, the award practices of the relevant peer group of competitive financial institutions and the committee's assessment of the current and expected contribution of the Officer-Directors to the corporation's success.
- periodically review diversity programs; evaluate the performance of key executives; review the succession plan for key executives, including the Chairman and the Chief Executive Officer; and make recommendations to the Board regarding key executives.
- approve all salary, bonus, and long-term incentive awards for Officer-Directors (subject to ratification by the independent directors of the Board) and for Section 16 officers; and approve and administer the key executive 162(m) plan, including establishing performance goals and certifying that performance goals have been attained. If it is deemed desirable to retain an independent consulting firm to assist in determining executive compensation, the committee shall have sole authority to retain and terminate any such firm, including the approval of fees and terms of such retention.
- approve the annual award totals under the Long-Term Incentive Plan and approve the terms and conditions for each type of award. The Director Human Resources, with the concurrence of an Operating Committee member, can approve Long-Term Incentive Plan awards to prospective hires and to current officers for retention purposes (except for Section 16 officers). Awards to new hires who will be Section 16 officers require approval by the committee chair with subsequent notification to the committee. The committee chair will determine if the entire committee should approve such awards at the time of hire.
- review and recommend employee equity-based plans to the full Board.
- approve the overall bonus pool for the corporation.
- review the corporation's compensation practices and the relationship among risk, risk management and compensation in light of the corporation's objectives, including its safety and soundness and the avoidance of practices that would encourage excessive risk; for this purpose, the committee will meet not less than annually with the corporation's Chief Risk Officer and other management, and will also meet with one or more members of the Risk Policy Committee of the Board of Directors.
- review and approve changes in the corporation's qualified benefit plans that result in a material change in costs or the benefit levels provided.
- appoint the Named Fiduciaries and the Plan Administrator for employee benefit plans subject to ERISA; approve the Fiduciary Rules; approve the compensation for any Named Fiduciary who is not an employee; and receive reports from and oversee the Named Fiduciaries.
- review and discuss with management the Compensation Discussion and Analysis and approve the Compensation & Management Development Committee report to be included in the corporation's annual proxy statement.
- approve the delegation of authority to the Director Human Resources or other appropriate officer to administer and amend the corporation's compensation and benefits programs, including the authority to interpret the program in individual cases when appropriate.
- review, at least annually, the committee's charter and recommend any proposed changes to the Board for approval. The Compensation & Management Development 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.