We are proud of the 200-year tradition of integrity on which this Firm is built and we have the utmost confidence in the governance provided by our Board of Directors. Our Board is a balanced and diverse group of leaders and is highly independent and well equipped to carry out its functions as a governing body on behalf of stockholders.

The Board's Corporate Governance Principles and the charters of the principal Board committees are set out below. Together, these form the framework for governance of the Firm.

The Board's Corporate Governance Principles and committee charters reflect New York Stock Exchange listing standards as well as regulatory requirements, and they rest on a foundation of long-standing governance principles of the Firm and its predecessors. The Board recognizes that governance principles will continue to evolve in the future and that the Board should continue to re-evaluate them from time to time in light of changing circumstances.

Corporate Governance Principles of the Board
Historically, JPMorgan Chase & Co. (JPMorgan Chase or the Firm) has had Board-approved corporate governance guidelines referred to as Corporate Governance Principles of the Board. These are examined by the Board at least annually in light of evolving standards of corporate governance. They include:

Independence
The Board of Directors determined that each of the non-management directors is independent in accordance with the director independence definition specified in the Corporate Governance Principles of the Board.

Responsibilities of the Board of Directors
The Board as a whole is responsible for the oversight of management on behalf of the Firm's stockholders. The principal functions of the Board are to oversee processes for evaluating the adequacy of internal controls, risk management, financial reporting and compliance with law and the Firm's code of conduct; to evaluate and determine the compensation of the Chief Executive Officer; to review the Firm's compensation and benefits programs and its succession planning and diversity programs; to review the major strategic, financial and other objectives of the Firm; to review the Firm's community-oriented activities; and to nominate directors and evaluate the structure and practices of the Board to provide for sound corporate governance. The Board accomplishes these functions acting directly and through its committees.

Certificate of Incorporation and By-laws

Certificate of Incorporation (75KB PDF file)
By-laws (152KB PDF file)