JPMorgan Chase has long maintained outstanding corporate governance practices and today announced additional enhancements to its Corporate Governance Principles, including the establishment of a Lead Independent Director role. The Lead Independent Director’s responsibilities continue to include those formerly carried by the Board’s Presiding Director, but will also include a number of additions and changes to further strengthen and improve governance practices. Lee R. Raymond, formerly Presiding Director, continues as Lead Independent Director.
Specifically, the Lead Independent Director’s role includes a number of important responsibilities and authorities, many of which codify existing best practices of our Board:
- Lead Independent Director will have authority to call for a Board meeting at any time, not just, as currently is the case, a meeting of the independent directors.
- Lead Independent Director will preside over meetings when the CEO is conflicted, not just when the CEO is absent.
- Lead Independent Director to approve the Board agenda for a meeting and may add agenda items.
- Lead Independent Director to guide annual performance evaluation of Chairman and CEO.
- Lead Independent Director to guide full Board consideration of CEO succession issues.
- Lead Independent Director will facilitate communication between the company’s management and independent directors.
- Lead Independent Director to meet one-on-one with the CEO after every regularly scheduled Board meeting.
- Lead Independent Director will guide full Board consideration of compensation of CEO.
- Lead Independent Director will guide annual self-assessment of full Board.
Other Board best practices include:
- Board will no longer rotate the Lead Independent Director position on an annual basis.
- Directors, including the Lead Independent Director, will be available for consultation with major shareholders and other constituencies where appropriate.
- Executive sessions (without company management) will take place at every regularly scheduled Board meeting.
About JPMorgan Chase & Co.JPMorgan Chase & Co. (NYSE:JPM) is a leading global financial services firm with assets of $2.4 trillion and operations worldwide. The firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, asset management and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of consumers in the United States and many of the world’s most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.
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