2011 Corporate Responsibility Report - JPMorgan Chase

GOVERNANCE, ETHICS, AND ENGAGEMENT
“We are deeply committed to being good corporate citizens. That means maintaining the highest
standards for ethical and responsible business practices. It also means acknowledging our mistakes,
fixing them and learning from them so that they don’t happen again.”
At JPMorgan Chase, we work hard to
cultivate and affirm ethical behavior every
day in all aspects of our business. We
strive to maintain the highest standards
of integrity and do the right thing for our
customers, colleagues, shareholders and
all of our other partners. To paraphrase a
former leader of our firm, J.P. Morgan, Jr.,
we will conduct first-class business in a
first-class way.
BOARD OF DIRECTORS
Governance is a continuing focus at
JPMorgan Chase, and our 2012 proxy
statement contains a detailed description
of our key governance practices, including
our leadership and committee structure,
committee membership, director
independence, the Board’s role in risk
oversight, shareholder outreach and other
topics. Our corporate governance principles,
as well as the company’s bylaws and
charters of our principal Board committees,
are available at www.jpmorganchase.com.
Board Composition 1
− There is a total of 11 directors.
− Ten of the directors are independent.
− Two of the directors are women.
− One of the directors is African-American.
All ten non-management directors are
independent for the purpose of New York
Stock Exchange corporate governance
listing standards and within the meaning of
the regulations of the U.S. Securities and
Exchange Commission.
Public Responsibility Committee
The Board’s Public Responsibility
Committee assesses the firm’s policies and
practices on significant public issues. The
Committee reviews:
− Our strategy and budget for charitable
contributions
− Our community reinvestment
activities, including our progress under
community development programs
Steve Cutler, General Counsel, JPMorgan Chase
− Our mortgage lending activities and
compliance with the Home Mortgage
Disclosure Act
− Significant legislative developments
− Our environmental policies and activities
− Shareholder proposals involving issues of
public interest and public responsibility
CODE OF CONDUCT
The JPMorgan Chase Code of Conduct,
which is updated regularly and is available
on our public website, is a set of rules
and policy statements intended to assist
employees and directors in making
decisions about their conduct in relation
to the firm’s business. The code is based
on our fundamental belief that no one
should ever sacrifice integrity — or give
the impression that he or she has — even
if that person thinks it would help the
firm’s business.
The Code requires prompt reporting of
any known or suspected violation of the
2011 CORPORATE RESPONSIBILITY REPORT 77