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GOVERNANCE

Corporate Governance Principles of JPMorgan Chase & Co. (the “Firm”)

 


1. FUNCTIONS OF THE BOARD

1.1. Criteria for composition of the Board, selection of new directors

1.2. Assessing the Board's performance

1.3. Formal evaluation of the Chair and the Chief Executive Officer

1.4. Succession planning and management development

1.5. Strategic reviews

1.6. Board and management compensation review

 


2. BOARD COMPOSITION

2.1. Size and composition of the Board

2.2. Definition of independence

2.3. Former officer-directors

2.4. Change of job responsibility

2.5. Director tenure

2.6. Retirement age

2.7. Limits on board and audit committee memberships

2.8. Majority voting for directors

2.9. Information provided by directors 

2.10. Stock ownership requirements

 


3. BOARD COMMITTEES

3.1. Number of committees, reporting by committees, assignment and

rotation of committee membership, and review of committee charters

 


4. BOARD OPERATIONS

4.1. Non-executive chair

4.2. Lead independent director

4.3. Executive sessions for independent directors

4.4. Committee and Board agendas

4.5. Board and committee materials and presentations

4.6. Regular attendance of non-directors at Board meetings

4.7. Board access to management

4.8. Board interaction with institutional investors and press

4.9. Confidentiality of information

4.10. Board access to outside resources

4.11. Director orientation and continuing education

4.12. Code of business conduct and ethics

4.13. 违反《澳博体育app》、《澳博体育app》及其他政策和指引

 


5. OTHER MATTERS

5.1. Transactions with immediate family members

5.2. Confidential voting

5.3. Repricing of stock options

5.4. Bonus recoupment policy

5.5. Poison pills

5.6. Proposed transactions

5.7. Communications with the Board

 

 

1. Functions of the Board

1.1 Criteria for composition of the Board, selection of new directors

制定董事会组成标准和选择新董事是董事会的职能. In fulfilling its responsibilities, the Corporate Governance & Nominating Committee periodically reviews the criteria for composition of the Board and evaluates potential new candidates for Board membership. 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, including diversity with respect to gender, race, ethnicity and nationality. Following these principles, 董事会寻求选择兼具领导和企业管理经验的被提名人, experience in disciplines relevant to the Firm and its businesses, and personal qualities reflecting integrity, judgment, achievement, effectiveness and willingness to appropriately challenge management.

1.2 Assessing the Board's performance

The Board annually reviews the performance of the Board as a whole, including the flow of information to the Board and Board committees from management and to the Board as a whole from Board committee chairs, with a view to increasing the effectiveness of the Board. 该等审查由非管理董事在首席独立董事的指导下进行. The Corporate Governance & Nominating Committee periodically appraises the framework for assessment of Board performance and the Board self-evaluation discussion.

1.3 Formal evaluation of the Chair and the Chief Executive Officer

The Board makes an evaluation of the Chair & Chief Executive Officer at least annually. 这通常将在1月份进行,与对行政人员年度薪酬的审查有关. Such evaluation is conducted by the non-management directors, guided by the Lead Independent Director. The Compensation & Management Development Committee reviews the performance of the Chair & Chief Executive Officer in preparation for discussion by the Board.

1.4 Succession planning and management development

继任计划至少每年由非管理董事与首席执行官一起审议. The Compensation & Management Development Committee reviews the succession plan for the Chief Executive Officer in preparation for discussion by the Board, with such discussion guided by the Lead Independent Director. The Compensation & Management Development Committee also reviews the succession plan for members of the Operating Committee other than the Chief Executive Officer.

1.5 Strategic reviews

The full Board shall engage in discussions on strategic issues and ensure that there is sufficient time devoted to director interchange on these subjects.

1.6 Board and management compensation review

The Corporate Governance & 提名委员会就董事薪酬定期向董事会提出建议. 董事会认为,董事总薪酬的很大一部分与公司股票挂钩是可取的, 以及董事会的总薪酬(不包括担任首席独立董事的服务), director of a subsidiary or a member of a limited-duration committee) includes not less than two-thirds stock-based compensation.

非管理董事除了作为董事会成员或董事会委员会成员,或作为公司子公司的董事会成员或董事会委员会成员外,不从公司获得任何报酬. Officer-directors receive no separate compensation for their Board service.

首席执行官和任何其他高级董事的薪酬由薪酬委员会批准 & 管理发展委员会,然后提交董事会批准, 在首席独立董事的指导下讨论首席执行官的薪酬. Compensation for members of the Operating Committee, other than officer-directors, is approved by the Compensation & Management Development Committee, which reviews its decisions with the Board. 

2. Board composition

2.1 Size and composition of the Board

附例规定,董事会的规模应不时由董事会通过决议决定. The preference is to maintain a smaller Board for the sake of efficiency. 根据纽约证券交易所的独立性标准,绝大多数董事将是独立董事. 

2.2 Definition of independence

Independence determinations. 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:

(i) the director is, or has been within the last three years, an employee of the Firm or an immediate family member of the director is, or has been within the last three years, an executive officer of the Firm; (ii) the director or an immediate family member of the director has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from the Firm, other than (a) director and committee fees and pension or other deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service) and (b) compensation received by a family member for service as a non-executive employee of the Firm; (iii) the director is a current partner or employee of the Firm's independent registered public accounting firm, an immediate family member of the director is a current partner of such accounting firm or a current employee of such accounting firm who personally works on the Firm's audit, or the director or an immediate family member of the director was within the last three years (but is no longer) a partner or employee of such accounting firm and personally worked on the Firm's audit within that time; or (iv) the director or an immediate family member of the director is, or has been within the last three years, employed as an executive officer of a company in which a present executive officer of the Firm at the same time serves or served on the compensation committee of that company's board of directors.

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. The relationship between the Firm and an entity will be considered in determining director independence where a director serves as an officer of the entity or, in the case of a for-profit entity, where the director is a general partner of or owns more than 5% of the 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, 如果公司与实体之间的财务关系是在公司的正常业务过程中建立的,并且其条款与在类似情况下向可比对手方提供的条款基本相似,则该关系不会被视为对董事的独立性产生重大影响.

A director who is an employee, or whose immediate family member is an executive officer, 另一家公司向该公司支付或从该公司收取财产或服务的款项,其金额, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues will not be deemed independent until three years after falling below such threshold.

For these purposes, payments exclude loans and repayments of principal on loans, 由实体投资于公司的证券或公司投资于实体的证券而产生的付款, and payments from trading and other similar financial relationships.

Where a director is a partner or associate of, or Of Counsel to, a law firm that provides services to the Firm, 如果董事或其直系亲属均未向事务所提供此类服务,且事务所支付的费用不超过100万美元或过去三年每年律师事务所综合总收入的2%,则该关系不被视为重大关系.

Not-for-profit entities. 澳博官方网站app鼓励员工向非营利机构捐款,并在一定范围内通过公司拨款(直接或通过澳博官方网站app基金会)将符合条件的员工的捐款匹配到符合条件的机构。. 公司还通过赠款和其他与匹配捐赠计划无关的支持来支持非营利实体. Where a director is an officer of a not-for-profit entity, contributions by the Firm will not be deemed material if, excluding matching funds from the Firm, 它们不超过100万美元的较大者或非营利实体合并总收入的2%. 

Banking and other financial services. The Firm provides banking services, 在正常经营过程中提供信贷和其他金融服务. 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. Regulation O also applies to banking relationships with certain family members of a director and to entities owned or controlled by a director. 除非董事在非权责发生制基础上获得信用延期,否则在正常业务过程中的所有此类关系都不会被视为董事独立性决定的重要内容. Where a subsidiary of the Firm is an underwriter in an initial public offering, the Firm will not allocate any of such shares to directors. 

2.3 Former officer-directors

As a general rule, 高级董事在退休或辞去全职高级董事职务后不得继续担任董事职务.

2.4 Change of job responsibility

A director will offer his or her resignation following the loss of principal occupation other than through normal retirement. Directors will provide prior notice in writing to the Corporate Governance & Nominating Committee of any change in their occupation or any proposed service on the board of a public or private company or any governmental position.

2.5 Director tenure

The Board does not believe it appropriate to institute fixed limits on the tenure of directors because the Firm and the Board would thereby be deprived of experience and knowledge.

2.6 Retirement age

非管理董事将提出不参选连任——该提议将传达给董事会主席(或董事会主席), in the case of an offer by the Chair, by communication to the Chair of the Corporate Governance & Nominating Committee) no later than three months prior to the Annual Meeting -- in each calendar year following a year in which the director will be age 72 or older. The Chair (or, as the case may be, the Chair of the Corporate Governance & Nominating Committee) will refer the offer to the Corporate Governance & Nominating Committee for review. The Corporate Governance & 提名委员会将向董事会提出建议,供其审议, and the Board will determine whether or not to accept the offer. (The director making the offer will not participate in the Corporate Governance & Nominating Committee or Board deliberations.)

The Board recognizes that there have been dramatic increases in average life expectancy and retirement age in the United States and elsewhere over the last several decades, and that with age often comes unmatched wisdom, experience and judgment. Accordingly, 董事会认为,董事可能在72岁以上的年龄对董事会和公司做出非常有意义的贡献,并预计在许多情况下,董事会将决定拒绝72岁或以上董事不参加连任的提议. Indeed, it is the Board’s strong view that, 而董事会的更新是董事会评估其组成时的一个重要考虑因素, 公司的最大利益在于能够利用所有可用的人才, 董事会不应仅根据年龄对其成员作出决定.

2.7 Limits on board and audit committee memberships

每个担任董事的人都必须投入必要的时间和精力来履行董事的义务. Key obligations include appropriate attendance at Board and committee meetings and appropriate review of preparatory material. Directors are also expected to attend the annual meeting of shareholders. Unless the Board determines that the carrying out of a director's responsibilities to the Firm will not be adversely affected by the director's other directorships: an officer-director will not serve on the board of more than two other public companies; directors who also serve as chief executive officers will not serve on more than a total of two public company boards in addition to the company of which they are CEO and the Firm; and directors who are not chief executive officers will not serve on more than four public company boards in addition to the Firm.

如果审计委员会成员希望在总数超过三家上市公司的审计委员会任职, 在董事接受额外职位之前,董事会必须批准这种额外的服务.

2.8 Majority voting for directors

The By-laws provide for majority voting for directors in non-contested elections. The vote required for election of a director by the stockholders shall, except in a contested election, 在股东大会上对被提名人的选举中获得过半数的赞成票. For this purpose, a "majority of the votes cast" shall mean that the number of votes cast "for" a director's election exceeds the number of votes cast "against" that director's election, “弃权”和“经纪人不投票”(或公司其他同样无权投票的股票)不计入“支持”或“反对”该董事选举的投票.

In a contested election, directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares present in person or by proxy at the meeting and entitled to vote in the election. An election shall be considered contested if there are more nominees for election than positions on the board of directors to be filled by election at the meeting.

In any non-contested election of directors, any incumbent director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election shall immediately tender his or her resignation, and the Board of Directors shall decide, through a process managed by the Corporate Governance & Nominating Committee, whether to accept the resignation at its next regularly scheduled Board meeting held not less than 45 days after such election. 董事会对其决定的解释应及时通过公开声明予以披露.

2.9 Information provided by directors

Every director, in connection with his or her election or reelection as a director, 是否须要向商号提供有关董事的文件及资料, 包括完成本所年度董事问卷以及本所可能合理要求(由本所自行决定)的其他文件和信息(“信息”)。. 如果董事会认定任何董事(a)向本公司提供的有关董事的信息在任何重大方面不真实,或遗漏了为作出该等陈述所必需的重大事实, in light of the circumstances under which they were made, not misleading; or (b) committed a material violation or breach of any agreement, representation or warranty of such director; such director shall immediately tender his or her resignation, and the Board of Directors shall decide, through a process managed by the Corporate Governance & Nominating Committee, whether to accept the resignation. 

2.10 Stock ownership requirements

It is generally desirable for non-executive directors to own a significant number of shares or share equivalents of the Firm’s stock, and for new directors to work toward that goal. All non-employee directors are required to own at least 3,000 shares of Common Stock or vested RSUs at all times during their tenure, with a transition period of one year for new directors. Directors also agree that for as long as they serve as directors of the Firm, they will retain all shares of the Firm's common stock purchased on the open market or received pursuant to their service as a Board member. Shares held personally by a director may not be held in margin accounts or otherwise pledged as collateral nor may the economic risk of such shares be hedged. Any exceptions to the foregoing shall be discussed with the Corporate Governance & Nominating Committee.

3. Board committees
 

3.1 Number of committees, reporting by committees, assignment and rotation of committee membership, and review of committee charters

作为一个整体,董事会负责代表公司股东监督管理层. The Board is assisted in its oversight function by Board committees.

The Board has five principal standing committees: Audit Committee, Compensation & Management Development Committee, Corporate Governance & Nominating Committee, Public Responsibility Committee, and Risk Policy Committee. 此外,董事会还有一个股票委员会和一个董事会级别的执行委员会. 董事会也可不时为特定目的设立委员会. The number and responsibilities of committees are reviewed periodically.

The Audit Committee, Compensation & Management Development Committee, Corporate Governance & Nominating Committee, Public Responsibility Committee, and Risk Policy Committee review their respective committee charters at least annually and recommend any proposed changes to the Board for its approval. The Corporate Governance & Nominating Committee reviews and approves proposed changes to charters other than its own on behalf of the Board; proposed changes to its charter are subject to Board approval.

委员会通常会在委员会会议后的下一次定期董事会会议上向董事会报告.

Membership on the committees is reviewed each year by the Corporate Governance & Nominating Committee and approved by the full Board, which also designates a chair or co-chair for each committee. Each committee member and chair serves at the pleasure of the Board. There is no strict committee rotation policy. Changes in committee assignments are made based on committee needs, director experience, interest and availability, and evolving legal and regulatory considerations.

Each of the members of the Audit Committee, the Compensation & Management Development Committee, the Corporate Governance & Nominating Committee, the Public Responsibility Committee and the Risk Policy Committee will be directors for whom the Board has made an independence determination. Officer-directors may not serve on any of such committees, but may attend committee meetings at the invitation of the committee Chair.

The Board-level Executive Committee is established with the expectation that it would not take material actions absent special circumstances.

In reviewing the composition of Board committees, 董事会亦会考虑任何可能适用于特定委员会的上市及/或规管资格. 

4. Board operations
 

4.1 Non-executive chair

Upon the next Chief Executive Officer transition, the general policy of the Board shall be that the Chair and Chief Executive Officer positions shall be separate and that each position shall be held by a different individual, 根据董事会确定的最有利于公司及其股东的董事会领导结构. The Board shall annually, 以及与继任计划和新首席执行官的选择有关, determine the leadership structure of the Board, based on the particular composition of the Board, the persons then serving, or selected to serve, as Chief Executive Officer and Chair and the facts and circumstances at the time. Such determination shall be made by the non-management directors, with discussion guided by the Chair, if the Chair is independent, or by the Lead Independent Director if the Chair is not independent.

4.2 Lead independent director

When the position of Chair is not held by an independent director, the independent directors shall annually appoint an independent director to serve as Lead Independent Director for a one-year term. 首席独立董事将主持主席未出席的任何董事会会议, including at executive sessions for independent directors, 在主席或董事会提出可能存在冲突的议题的会议或部分会议上, and when requested by the Chair. 首席独立董事可召集独立董事或董事会会议, at such time and place as he or she determines.

首席独立董事将批准董事会会议议程和每次董事会会议的时间表, and may add agenda items in his or her discretion. The Lead Independent Director will have the opportunity to review, approve and/or revise Board meeting materials for distribution to and consideration by the Board; will facilitate communication between the Chair & Chief Executive Officer and the independent directors, as appropriate; will be available for consultation and communication with major shareholders where appropriate, upon reasonable request; and will perform such other functions as the Board may direct.

Agendas, schedules, 以及为董事会各委员会会议分发的信息是各委员会主席的责任. All directors may request agenda items, additional information, and/or modifications to schedules as they deem appropriate, both for the Board and the committees on which they serve, and they are encouraged to do so.

4.3 Executive sessions for independent directors

独立董事将召开执行会议,作为每次定期董事会会议的一部分, chaired by the Lead Independent Director. These sessions will provide the opportunity for discussion of such other topics as the independent directors may find appropriate, 由与该专题最相关的委员会主席推动讨论. 每次会议结束后,首席独立董事将与主席会面 & 首席执行官就执行会议产生的事项进行讨论.

上述任何例外情况均应经首席独立董事批准, provided there shall be not fewer than six such executive sessions annually.

4.4 Committee and Board agendas

委员会的议程是根据委员会成员表达的兴趣和管理层的建议编制的. 委员会主席在委员会会议前为最终议程提供实质性意见并予以批准. 董事会主席根据与所有董事的讨论和出现的问题准备董事会议程. As stated above, 首席独立董事批准董事会议程,并可酌情增加议程项目.

4.5 Board and committee materials and presentations

Information regarding items requiring Board and/or committee approval should be distributed sufficiently in advance to permit adequate preparation, 但有妨碍或限制提前分配的情形. Press and analyst reports shall be provided monthly in order to ensure the Board is kept informed of developments between meetings.

4.6 Regular attendance of non-directors at Board meetings

Non-directors, including members of management, may be present at Board meetings at the invitation of the Chair.

4.7 Board access to management

Board members have complete access to management. 董事不得与管理层讨论涉及其所属公司的投资研究.

4.8 Board interaction with institutional investors and press

The Firm’s management is the contact with outside parties. From time to time, directors may be asked by the Chair & Chief Executive Officer, the Lead Independent Director or management to speak with others, as appropriate.

4.9 Confidentiality of information

In order to facilitate open discussion, 审计委员会认为,必须对资料和审议情况保密. A breach by a director of this Section 4.9, as determined by the Corporate Governance & Nominating Committee in its sole discretion, may be deemed a violation of these Corporate Governance Principles, including for purposes of Section 4.13. 

4.10 Board access to outside resources

向审计委员会提供援助的主要责任在于内部组织. The Board and Board committees can, if they wish to do so, seek legal or other expert advice from a source independent of management and shall be provided the resources for such purposes. Generally this would be with the knowledge of the Chief Executive Officer, but this is not a condition to retaining such advisors.

4.11 Director orientation and continuing education

At such time as a director joins the Board, 董事会和首席执行官将为董事提供适当的指导, including arrangement of meetings with management. The Board considers it desirable that directors participate in continuing education opportunities and considers such participation an appropriate expense to be reimbursed by the Firm.

4.12 Code of business conduct and ethics

The Firm has a comprehensive code of business conduct and ethics (the "Code of Conduct") that addresses compliance with law; reporting of violations of the code or of laws or regulations; employment and diversity; confidentiality of information; protection and proper use of the Firm's assets; conflicts of interest; and personal securities and other financial transactions. 每位董事应熟悉并在适用范围内遵守《澳博体育app》.

4.13 Violations of the Code of Conduct, Corporate Governance Principles and other policies and guidelines

Any violation (“Violation”) of the Code of Conduct, 本公司管治原则及适用于董事的任何其他公司政策及指引, as determined by the Corporate Governance & Nominating Committee in its sole discretion, may disqualify a current director, or a director that has previously served on the Board, from standing for re-election.  Upon a determination by the Corporate Governance & Nominating Committee of a Violation by a director, a current director shall immediately tender his or her resignation, and the Board of Directors shall decide, through a process managed by the Corporate Governance & Nominating Committee, whether to accept the resignation. 

5. Other matters
 

5.1 Transactions with immediate family members

本公司向董事配偶提供的所有金融服务和信贷延期, minor children and any other relative of the director who shares the director's home or who is financially dependent on the director, 或任何该等人的主要业务关系(通过所有权或作为执行人员), 以及本所与该等人员的主要业务关联公司之间的所有财产交易, services or other contractual arrangements, must in each case be made in the ordinary course of business and on substantially the same terms as those prevailing for comparable transactions with nonaffiliated persons.

5.2 Confidential voting

It is the policy of the Board that proxies, 确定股东及其投票方式的选票和投票表将予以保密, except as may be required in accordance with appropriate legal process or as requested by a shareholder with respect to such shareholder's own voting, and that no inspector of election shall be an employee of the Firm.

5.3 Repricing of stock options

董事会的政策是不通过降低期权的行使价格来重新定价公司发行的股票期权. The Board favors equitable adjustment of an option's exercise price in connection with a reclassification of the Firm's stock; a change in the Firm's capitalization; a stock split; a restructuring, merger, or combination of the Firm, or other similar events in connection with which it is customary to adjust the exercise price of an option and/or the number and kind of shares subject thereto.

5.4 Bonus recoupment policy

In the event of a material restatement of the Firm's financial results, the Board believes it would be appropriate to review the circumstances that caused the restatement and consider issues of accountability for those who bore responsibility for the events, including whether anyone responsible engaged in misconduct. As part of that review, consideration would also be given to any appropriate action regarding compensation that may have been awarded to such persons. In particular, it would be appropriate to consider whether any compensation was awarded on the basis of having achieved specified performance targets, whether an officer engaged in misconduct that contributed to the restatement and whether such compensation would have been reduced had the financial results been properly reported. Misconduct includes violation of the Firm's Code of Conduct or policies or any act or failure to act that could reasonably be expected to cause financial or reputational harm to the Firm.

Depending on the outcome of that review, appropriate action could include actions such as termination, reducing compensation in the year the restatement was made, seeking repayment of any bonus received for the period restated or any gains realized as a result of exercising an option awarded for the period restated, or canceling any unvested equity compensation awarded for the period restated. Consideration may also be given to whether or not any one or more of such actions should be extended to employees who did not engage in misconduct that contributed to the restatement.

In addition to the bonus recoupment policy, 激励奖励受公司最近委托书中所述的追回和其他条款的约束.

5.5 Poison pills

这是董事会关于公司股东权利计划的政策, commonly known as poison pills, 在没有提交股东投票的情况下,不能对公司采取毒丸计划, 但我们保留这样做的权利,如果在我们的受托责任,我们认为是适当的这样做. 如果在履行我们的信托义务时,我们在没有事先通知股东的情况下采取了毒丸计划, we will submit the poison pill to a non-binding shareholder vote at the earliest next special or annual meeting of shareholders. 这也是我们的政策,如果我们对上述政策采取任何重大修改, we will submit any such amended policy to a non-binding shareholder vote at the earliest next special or annual meeting of shareholders.

5.6 Proposed transactions

董事会的政策是,在以下情况下,首席执行官应将其可能与另一方或该方授权指定人员就拟议交易进行的讨论告知首席独立董事:(i)该等讨论涉及对拟议交易条款的明确兴趣表达, and (ii) such transaction, if consummated, would require approval by the shareholders of the Firm under Delaware state law, 或本公司在其股票上市的任何证券交易所的规则和条例.

首席独立董事和首席执行官将与董事会一起进行审查, or a committee thereof, the process for communicating with the Board, or a committee thereof, about the proposed transaction as contemplated and described above, including the method and frequency of the communications.

Further, 在某种程度上,这种拟议的交易进入股东批准程序, the Board will, consistent with its legal and regulatory obligations, 审查任何与需要股东批准的拟议交易有关的委托书, 将任命一个委员会协助其进行这一过程(“指定委员会”)。. 指定委员会可以是董事会现有的委员会或一个特设委员会, 但该委员会应全部由独立董事组成.

The Designated Committee will review, 在本所高级管理人员以及财务和法律顾问的协助下, the "background of the merger" section of the proxy statement and will have the authority to make recommendations to the full Board.

In furtherance of the procedures established above, the Board and/or the Designated Committee may, at their discretion, seek advice and assistance from advisors and consultants, as they deem necessary. 董事会和(或)指定委员会将为此目的提供资源.

5.7 Communications with the Board

如欲联络董事会成员或委员会主席,请将信函邮寄至:

JPMorgan Chase & Co.
Attention (Board member)
Office of the Secretary
277 Park Avenue, 12th Floor
New York, New York  10172

If you have a particular concern regarding accounting, internal accounting controls, 或您希望提请董事会审计委员会注意的审计事项, please contact us: 

By mail:

JPMorgan Chase & Co.
Attn: Chair, Audit Committee
c/o Global Security and Investigations Department
575 Washington Boulevard, Floor 07
Jersey City, NJ 07310-1616

By phone:

From within the U.S., Canada and Latin America: 1-888-282-5867

EMEA:

All locations
+44-207-325-0492, +44-207-325-1110 or +44-207-325-7270

UK, Belgium, Luxemburg, Spain, Switzerland, Italy, South Africa, Germany, Ireland, and Russia 00800 3247 5869 (confidential free phone)

All other EMEA locations
+44-207-325-0492, +44-207-325-1110 or +44-207-325-7270

Asia Pacific: 852 2800 8780

By email: fraud.prevention.and.investigation@jpmchase.com

You may report your concerns anonymously, if you wish. For complaints that are not anonymous, we will respect the confidentiality of those who raise concerns, 根据我们调查问题的义务和通知第三方的义务, such as regulators and other authorities.
 

Effective January 2023