Proxy advisors and shareholders are important stakeholders who indirectly affect governance, but these are not examples of governance itself.
Functions of the Board 1.
The committee then makes recommendations to the Board. In general, the Board wishes to balance the needs for professional knowledge, business expertise, varied industry knowledge, financial expertise, and CEO-level business management experience, while striving to ensure diversity of representation among its members.
Following these principles, the Board seeks to select nominees who combine leadership and business management experience, experience in disciplines relevant to the Firm and its businesses, and personal qualities reflecting integrity, judgment, achievement, effectiveness and willingness to appropriately challenge management.
Top of page 1. Such review is conducted by the non-management directors, guided by the Lead Independent Director. This will normally be in January in connection with a review of executive officer annual compensation.
Such evaluation is conducted by the non-management directors, guided by the Lead Independent Director.
Non-management directors receive no compensation from the Firm other than in their capacity as a member of the Board or a committee of the Board or as a member of a board or committee of a board of a subsidiary of the Firm.
Officer-directors receive no separate compensation for their Board service. A substantial majority of directors will be independent directors under the New York Stock Exchange's independence standards.
Top of page 2. The Board may determine a director to be independent if the Board has affirmatively determined that the director has no material relationship with the Firm, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Firm.
Independence determinations will be made on an annual basis at the time the Board approves director nominees for inclusion in the proxy statement and, if a director joins the Board between annual meetings, at such time.
Each director shall notify the Board of any change in circumstances that may put his or her independence as defined in these Corporate Governance Principles at issue. If so notified, the Board will reevaluate, as promptly as practicable thereafter, such director's independence.
For these purposes, a director will not be deemed independent if: An "immediate family member" includes a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone other than domestic employees who shares such person's home.
Relationship to an entity.
Such relationships will not be deemed relevant to the independence of a director who is a non-management director or a retired officer of the entity unless the Board determines otherwise. Where a director is an officer of an entity that is a client of the Firm, whether as borrower, trading counterparty or otherwise, the financial relationship between the Firm and the entity will not be deemed material to a director's independence if the relationship was entered into in the ordinary course of business of the Firm and on terms substantially similar to those that would be offered to comparable counterparties in similar circumstances.
For these purposes, payments exclude loans and repayments of principal on loans, payments arising from investments by the entity in the Firm's securities or the Firm in the entity's securities, and payments from trading and other similar financial relationships.
The Firm encourages contributions by employees to not-for-profit entities and matches such contributions by eligible employees to eligible institutions within certain limits by grants made by the Firm directly or through The JPMorgan Chase Foundation.
The Firm also supports not-for-profit entities through grants and other support unrelated to the Matching Gift Program. Banking and other financial services.
The Firm provides banking services, extensions of credit and other financial services in the ordinary course of its business. The Sarbanes-Oxley Act prohibits loans to directors, as well as executive officers, except certain loans in the ordinary course of business and loans by an insured depository institution subject to Regulation O of the Board of Governors of the Federal Reserve System.
Any loans to directors are made pursuant to applicable law, including the Sarbanes-Oxley Act and Regulation O.What is 'Corporate Governance' Corporate governance is the system of rules, practices and processes by which a firm is directed and controlled.
The International Corporate Governance Network is a forum for the exchange of news and information, and for defining corporate governance standards throughout the world. attheheels.com provides an Executive Guide to corporate governance.
The strengths of our governance start at the top, with an independent chairman leading a board composed of independent, well-informed directors, who give priority to strategic planning, ensure that standards exist to promote ethical behaviour throughout the organization, and seek continuous improvement in governance practices.
Corporate Conduct. MetLife and its family of companies are committed to providing the highest quality products and services through the integrity and ethical practices of its employees and business partners.
Mr. Ford is a member of the board of directors of Akamai Technologies, Inc., a leading internet network and security company, where he serves on the Compensation and Nominating and Corporate Governance Committees.
Alphabet Inc. is a holding company that gives ambitious projects the resources, freedom, and focus to make their ideas happen — and will be the parent company of Google, Nest, and other ventures.