Board Committees
The Board shall establish any standing committees that it deems necessary or appropriate to discharge its responsibilities. The Board currently has seven committees:
The ability to identify, manage and mitigate risk is fundamental to the services that DTCC provides to its members and to the financial markets generally, and oversight of these activities is a primary activity of the Board of Directors of DTCC (the "Board").
The Board has established a Risk Committee (the "Committee") of the Board as described in this Charter to assist the Board in fulfilling its responsibilities for oversight of the Company's risk management activities focusing on three critical aspects: (1) oversight of enterprise risk management systems and processes designed to identify and manage credit, market and liquidity risks to DTCC's domestic subsidiaries; (2) oversight of operational risks to DTCC arising from the operation of DTCC's subsidiaries; and (3) due to DTCC's unique capabilities and position, oversight of DTCC's efforts to mitigate certain "systemic risks" that may undermine the stable operation of the financial system. In order to provide additional dedicated focus and align oversight of specialized risk categories with the domain expertise of particular Committees, certain risks will be overseen by other Board Committees. While these risks will not be directly overseen by the Committee, the Committee will, nonetheless, coordinate risk oversight with these Board Committees as appropriate to achieve a comprehensive and holistic oversight of the organization's risk-related matters. The Committee will directly oversee the following: credit, liquidity, market, operational, new initiatives and systemic risks. The Committee's role is one of delegated oversight on behalf of the Board. The Board retains the authority to review matters brought to the Committee and request immediate escalation to the full Board should the Board deem appropriate.
It remains the responsibility of DTCC’s management team, including through the activities of the Management Risk Committee, to identify, manage and mitigate risk as appropriate.
Committee Members: Anthony Murphy (Chair); David Inggs; Raj Mahajan; Craig Messinger; Andrea Pfenning; James Tabacchi.
The Board of Directors (the "Board") of DTCC has established an Executive Committee to exercise powers of the Board in the event that an emergency or other time-sensitive matter arises and it is not practicable to assemble the entire Board.
Committee Members: Kevin Kessinger (Chair); Frank La Salla; Nigel Faulkner; Lori Hricik; Jack Klinck Anthony Murphy; Ann Reese.
The Board of Directors (the "Board") of DTCC has established a Governance Committee to assist the Board in: (1) identifying, screening and reviewing individuals qualified to serve as directors and recommending to the Board candidates for nomination for election at the annual meeting of shareholders or to fill Board vacancies; (2) developing, recommending to the Board and overseeing implementation of DTCC's Corporate Governance Policy and DTCC's Board Code of Ethics; and (3) reviewing on a regular basis the overall corporate governance of DTCC and recommending improvements when necessary.
Committee Members: Ann Reese (Chair);William Hirshorn; Hope Jarkowski; Raj Mahajan; Doug Spell; James Tabacchi.
The Board of Directors (the "Board") of DTCC has established a Compensation and Human Resources Committee to assist the Board in overseeing DTCC's management compensation policies and practices, including by (1) recommending the compensation of DTCC's Chief Executive Officer to the Board and approving compensation for certain other officers; (2) reviewing and approving the structure of compensation programs for employees; and (3) assessing whether the compensation program promotes an appropriate approach to risk management.
Committee Members: Lori Hricik (Chair); Kelley Conway; Deborah Cunningham; Nigel Faulkner; Kieran Hanrahan; Hope Jarkowski; Jack Klinick; Andrea Pfenning.
The Board of Directors (the "Board") of DTCC has established an Audit Committee to assist the Board in overseeing: (1) the integrity of DTCC's financial statements and financial reporting; (2) the overall effectiveness of DTCC's internal control environment; (3) the effectiveness of DTCC's process for monitoring compliance with applicable laws, regulations and the code of ethics; (4) the performance and coverage of the internal audit function; (5) the external auditor's independence, performance and coverage; and (6) legal, compliance and regulatory risks.
Committee Members: Ann Reese (Chair); Debbie Cunningham; Kieran Hanrahan; Tony Miller; Doug Spell; Nathaniel Stankard.
The Board of Directors (the "Board") of DTCC has established a Technology & Cyber Committee to assist the Board in overseeing all aspects of the Company's technology and cyber program, procedures, performance and risks relating to the Company's information technology and cybersecurity infrastructure.
Committee Members: Nigel Faulkner (Chair); Bill Capuzzi; Kelley Conway; David Inggs; Craig Messinger; Tony Miller.
The Board of DTCC has established an Enterprise Services Committee to assist the Board in overseeing all aspects of the Company's operational performance relating to the Company's overall operations, including, but not limited to business services, Global Business Operations, Client Services, the Enterprise Program Management Office, and marketing./p>
Committee Members: Jack Klinck (Chair); Bill Capuzzi; William Hirshorn; Lori Hricik; Anthony Murphy; Nathaniel Stankard.