Legal Department MD/ED Promotion Process

July 2017
STRICTLY PRIVATE AND CONFIDENTIAL
Overview
The Legal Department is committed to improving transparency around MD and ED promotions. In 2016, we
formed a Committee for reviewing and vetting MD promotions in Legal. This year, the Committee will expand to
include ED promotions focused on scope, impact and key characteristics of the role and expectation of future
advancement and contribution. The Committee will continue to function independently to review the candidates
and the Legal Management tram will have the opportunity to become familiar with the candidates globally.
Ongoing feedback conversations between manager and employee

Jill Centella is the senior sponsor for Committee which is part of the Legal Department People strategic pillar. The
Committee has representation at the MD level from the Legal department lines of businesses who work in
partnership with HR to develop a consistent framework to assess promotions at the ED and MD level.

By using a common and approach and process to year-end promotions at the ED and MD level, the Legal
department will ensure:

 The Legal Management Team is provided with valuable information to help them become more familiar
with candidates when finalizing the list
 Consistent calibration for promotion candidates including exceptions
 Common promotion criteria that aligns with the firm which provides discipline
 Improved transparency for employees
 Consistent timing for communication

To improve transparency and awareness a high level overview of the new process will be housed on the Legal
Department intranet site.

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2017 Legal Department MD/ED Promotion Review Process

Department Address Candidate Select Final Round Finalize Promotion

Assess Platform
Criteria Readiness Candidates Recommendations

Ongoing feedback conversations between manager and employee

Step Description

Assess Platform  Assess scope, impact and key characteristics of role (using ED/MD Legal department criteria and considerations)
 Revise list based on platform assessment present initial results to Legal Management Team

Assess Candidate Readiness  Review candidate performance history

 Assess candidate progress against objectives
 Discuss development areas ( use Insight360 results)

Select Final Round Candidates  Selection committee members complete interviews with sponsors
 Committee discusses and compares final round candidates in a meeting and make final recommendations to the Legal Leadership team

Finalize Promotions  Committee to make final recommendations to the Legal department leadership team
Recommendations  MD candidates will be begin the Corporate Sector committee process

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Appendix 6

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Legal Department ED/MD Promotion criteria and considerations
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Legal Department MD/ED Criteria and Considerations
PLATFORM
MD
• Handles complex and significant matters (e.g. multi-
function, multi-product, cross regional, global) around
difficult/challenging legal issues and is required to make
strategic decisions that impact the Firm.
• Role has been evaluated by management and has the
appropriate complexity and scope for a MD level role.
• Proven to be able to influence multiple, senior divergent
stakeholders (senior business heads and senior members
of control functions) across functions, products and
geographies (Employee should have a particularly key
expertise and use this expertise to heavily influence the
Firm’s agenda).
• M+ or E performer.
• Accepts accountability for decision making and
demonstrates ownership for risk and control issues;
works to proactively prevent and/or address risk and
controls issues; serves as a thought leader on financial,
reputational and regulatory risks across Legal and the
Firm; trusted advisor to the business.
ED
• Handles complex and significant matters around
difficult/challenging legal issues or manages a team or is
a subject matter expert with impact and influence across
their respective function LOB
• Role has been evaluated by management and has the
appropriate complexity and scope for a ED level role
• Collaborates on development of strategy, is a thought
leader and engages in constructive debate
• Proven to be able to influence stakeholders within their
respective functions and responsible for implementing
change within their function
• M+ or E performer
• Accepts accountability for decision making and
demonstrates ownership including for risk and control
issues; works to proactively prevent an address risk and
controls issues
• Demonstrates leadership; trusted advisor to the business
Legal Department MD/ED Criteria and Considerations
RESPONSIBILITIES
MD
• Defines and drives the strategic direction of a particular
matter or issue and accepts ownership and responsibility
for the outcome. Approaches issues proactively and
drives matters to resolution.
• Escalates matters appropriately and is instrumental in
the resolution of issues; focuses on both legal and
reputational risk.
• Focuses on both talent development and succession
planning.
• Manages a significant internal or external budget.
• Drives communications within Legal Department, primary
contact for senior business partners.
ED
• Comprehensive understanding and knowledge of role-
related laws and regulations.
• Drives and implements change with focus on controls
related to legal and regulatory risk. Approaches issues
proactively.
• Collaborates with business partners on the strategic
direction of a matter or issue and accepts ownership and
responsibility for the outcome.
• Escalates matters appropriately and timely, proposes
solutions, and is instrumental in the resolution of issues
with a focus on legal and regulatory risk.
• Collaborates on communication messages within the
Legal Department and serves as a contact for business
and control team partners.
Legal Department MD/ED Criteria and Considerations
IMPACT
MD
• Demonstrates gravitas and executive presence (written
and oral), is an active voice in meetings, and operates
with a sense urgency and confidence.
• Should be leading with limited direction; adding value;
proposing ideas & solutions, and managing issues on
their own as appropriate.
• Makes sound decisions with ownership of risk and
control issues and their resolution.
• Regular interaction with Managing Directors in the
business and/or Control Functions and/or Regulators.
• Recognized culture carrier and leadership role model;
leads or involved in departmental efforts beyond role
(e.g. People Agenda).
• Displays a willingness to take on additional complex
assignments that may be outside of one’s primary
coverage area.
• Highly effective, strategic collaborator and influencer.
Work on cross-LOB and Firm wide initiatives and projects
(e.g. lessons learned, emerging legal risks, pro bono
efforts); drives change and challenges the status quo.
• Learning mindset appropriate within particular area, with
clients and across the firm (eg Legal Lessons Learned).
ED
• Demonstrates excellent communication skills ,
communicating clear and compelling messages (written
and oral) .
• Proactively manages matters, projects and processes
with appropriate oversight and review; anticipates and
identifies issues and proposes solutions.
• Appropriately escalates risk and control issues and
participates in their remediation and resolution.
• Regular interaction with multiple stakeholders at various
levels in the Legal department, business and/or control
functions.
• Effectively collaborates with others within the Legal
Department, LOB or functions on initiatives or projects.
• Actively involved in practice group or Legal department
efforts beyond role.
• Perceived as a leader and/or role model by peers and
colleagues.
• Willing to take on additional assignments or projects.
• Demonstrates intellectual curiosity and learning mindset
(e.g., Lessons Learned, Emerging Legal Risks).
Legal Department MD/ED Criteria and Considerations
PEOPLE MANAGEMENT AND LEADERSHIP
MD
• Manages a broad team or is a recognized subject matter
expert with significant impact and influence across a large
business/function or multiple products/functions.
• Performs and oversees legal work that is bespoke and
requires judgment or, as an individual contributor, is
recognized internally and externally as having deep subject
matter expertise in a specialist area which is crucial to
minimizing exposure to the Firm.
• Acts with authority and influences others to take
appropriate action.
• Actively contributes to people agenda such as:
diversity/inclusion initiatives, recruiting, mentoring,
training, and mobility.
ED
• Demonstrates ability to manage a team, including formal or
informal reporting lines, projects or initiatives; drives positive
and affirmative reaction to organizational change.
• Leverages business and market knowledge, and technical
expertise to deliver clear, consistent, appropriately prioritized
and succinct advice to stakeholders at various levels.
• Exhibits leadership through ownership and initiative;
mobilizes relevant stakeholders, and regularly makes
contributions that may be outside of formal role.
• Acts with authority and influences others to take appropriate
action.
• Is recognized as a culture carrier in the department, promotes
an inclusive work environment, engages in diversity/inclusion
initiatives, and provides support and encouragement in a
meaningful way.
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Corporate Title Promotion Criteria and Behavioral Expectations
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Corporate Title Promotion Criteria
Promotion criteria guidelines have been established to provide discipline and consistency across Corporate (in all regions) at all levels. Promotion decisions are
made at the discretion of management taking into account the following elements:
1. Scope of Role: Job requirements and level of responsibility
2. Tenure and Prior Experience: Individual’s internal and/or external work experience
3. Performance: Sustained strong performance with respect to performance rating and risk and control assessment (for EPM users)
4. Potential: Expectation of future advancement and contribution
5. Note: Management of others/ size of team are not requirements of role

The primary means for evaluating a title change is to review the scope, responsibilities, performance, and other key leadership attributes associated with the role
(see job family frameworks where available). The following are guidelines to assist in evaluating the role and the candidate.

Associate Vice President Executive Director Managing Director

 Role requires some level of
independent decision making and
judgment
 Works effectively with minimal
supervision
 Alignment with role responsibilities
outlined by the function, e.g. job
Scope of Role family structure for grade level
 Job grade differentiation (601/602)
is determined by the job description
(use job family framework where
available)
 High degree of independent
decision making and autonomy
 May manage the work of direct
reports or has deep technical
expertise
 Responsible for managing projects
and/or processes in support of
broader functional strategy
 Responsibility for implementing
change, evolving the product,
business or function, and managing
risk controls
 Manages a department or is a
functional expert with impact and
influence across a large LOB or
multiple smaller LOBs
 Develops business objectives and
priorities aligned with overall
functional goals
 Scope of role includes influence on
multiple, divergent stakeholders
 Complexity of role and impact/
influence across function, LOBs
and/or the firm
 Scope of management
responsibility; size of organization
managed, if applicable
 Comparable to other MD roles in
function and/or external market
 Has significant degree of influence
around risk management and
controls

 Minimum criteria for promotion is  Minimum criteria for promotion is  Minimum criteria for promotion is  Minimum guidance for promotion is
Tenure and generally 1 year with the firm generally 1 year with the firm generally 1 year with the firm generally 1 year with the firm
 3+ years of related experience  3 years as an Associate and/or  3 years as a VP and/or equivalent  2 -3 years as an ED/604 and/or
Prior related experience
equivalent related experience equivalent related experience
Experience

 Candidate demonstrates at least 2 consecutive years of sustained strong performance (generally M+ or E rating) with respect to Business Results, People
Management and Leadership, Client/Customer Focus, and Risk and Controls (see pages 2-5), which take into account the behavioral expectations in the JPMC
Performance Performance Checklist.
 EPM users also need to have a prior year Risk and Control Assessment of ‘As Expected for Role’.

 Already demonstrating impact consistent with expectations of the new title

Potential  Ready, willing and able to demonstrate expanded leadership and continued advancement over a multi-year period
Corporate Promotion Guidelines – Behavioral Expectations
Associate
Thinks & Acts Strategically
 Executes superbly and meets
commitments
 Proactive, strong attention to details
 Takes into account the impact of
expenses
Drives Results
 Demonstrates sound judgment;
faces facts
 Acts with a sense of urgency
 Drives for results; strong
Business accountability – acts as an owner
and partner
Results  Escalates issues quickly and helps to
resolve; solution focused
 Achieves individual and
business/function objectives
including metrics in accordance
with internal/external expectations
and benchmarks
Innovates
 Seeks new ways to do things, thinks
"outside the box"; takes risks in
challenging status quo
 Introduces new ideas to people in
the position to evaluate the ideas to
help facilitate change
Vice President
Thinks & Acts Strategically
 Prioritizes and manages in a way
that uses resources effectively
 Manages costs/expenses and is
involved in budgeting process (as
applicable)
 Is solutions oriented and actively
engages in discussions; offers
expertise, opinions and advice
Drives Results
 Contributes to the achievement of
business objectives and facilitates
change by applying knowledge of
the business and function
 Generates ideas for continuous
improvement and drives
implementation of initiatives that
promote productivity and quality
 Is decisive; communicates findings,
issues and proposed solutions to
business executives
Innovates
 Stays abreast of trends and best
practices and factors into approach
 Identifies process improvements
and efficiency enhancements
 Proactively looks for ways to
improve processes and procedures
and to build the most efficient
systems and operations
Executive Director
Thinks & Acts Strategically
 Defines/drives the strategic
direction of the business/function
 Aligns group’s priorities to the
broader business/function strategy
 Drives/supports the execution of the
business/function agenda
 Considers the perspectives of
regulators, shareholders, and our
Board in planning and managing
business plans; applies a global
perspective in establishing direction
for team
Drives Results
 Demonstrates a consistent track
record, factoring in the impact of
adverse risk/control issues
 Achieves individual and
business/function objectives
including metrics in accordance with
internal/external expectations and
benchmarks
 Faces facts, acts on issues quickly,
learn from mistakes
 Effectively manages profit/loss,
headcount and budget
Innovates
 Stays abreast of trends and best
practices and factors into approach
 Drives/supports product
development and efforts to grow
revenue
 Identifies process improvements
and efficiency enhancements;
eliminates unnecessary bureaucracy
 Challenges the status quo and drives
change
Managing Director
Thinks & Acts Strategically
 Uses astute judgment, makes fact-
based decisions, and integrates
critical structures and processes into
plans
 Maintains a broad & long term
perspective
*All ED criteria applies
Drives Results
 Meets commitments and acts
quickly on problems and creates
solutions
 Deals with the facts, regardless of
how bad they may be
 Eliminates unnecessary bureaucracy
or activity that does not add value
*All ED criteria applies
Innovates
 Develops and provides leading-edge
products/services and approaches
with intent to improve current
performance, grow revenue, reduce
cost and/or ensure future
competitive position
*All ED criteria applies
Corporate Promotion Guidelines – Behavioral Expectations
Associate
Communicates
 Knowledgeable of the Firm’s HR
practices and policies
Partners & Influences
 Networks effectively with colleagues
 Collaborates with others to achieve
common goals
People
Management
Manages Performance
& Leadership  Effectively prioritizes own work and
proactively seeks advice
 Sets high standards for self
Demonstrates Our Values
 Treats all colleagues with respect;
 Fosters an environment of
inclusiveness, respect, humility, and
humanity
 Demonstrates integrity, personal
dedication and strong work ethic
 Open to different points of view and
constructive feedback
 Maintains composure during
stressful situations
Vice President
Communicates
 Provides ongoing feedback; open to
receiving constructive feedback
 Not afraid to question how things
are done or voice a differing opinion
 Faces facts in an objective
responsible and honest way
Partners & Influences
 Encourages others to challenge the
way things are done
 Proactive and results oriented
 Effectively prioritizes and delegates
work
 Sets goals that tie into broader
functional / firm goals
Manages Performance
 Sets high standards of performance
for self and others
 Differentiates performance and
recognizes and rewards based on
merit
 Develops others through coaching
and mentoring
 Inspires others to be the best
Demonstrates Our Values
 Values and leverages diverse
perspectives
 Effectively applies HR practices and
policies
 Has a determined resolve to take
action
Executive Director Managing Director
Communicates Communicates
 Leverages business knowledge and  Creates a nimble, efficient structure
technical expertise to challenge
assumptions and operating models
for managing and decision making
 Creates a compelling vision that
 Provides thought leadership/advice and
engages in constructive debate motivates others
 Communicates clear and compelling
messages and priorities to guide and
motivate others; cascades
communications to team *All ED criteria applies
Partners & Influences Partners & Influences
 Promotes partnership by fostering a  Has proven credibility and influence
shared purpose, trust, and across the firm
teamwork across teams, businesses,
functions, regions, and levels
 Acts with authority and influences
others to take appropriate action;
drives decisions and manages
through conflict and change
 Encourages collaboration,
information sharing, and discussion
to break down silos, create
synergies and share best practices *All ED criteria applies
Manages Performance Manages Performance
 Runs/executes disciplined, integrated  Proactively takes responsibility for
performance management and developing the organization and
compensation processes; maintains
maximizing everyone’s full potential
oversight of team’s activities
 Fosters a culture of open, honest and  Incorporates talent discussions into
direct feedback normal business planning activities
 Hires, trains, develops and retains talent and ensures leadership succession
 Assesses and addresses needs related to  Holds self and managers
staff capability and staffing levels, accountable for differentiating
focusing on current and anticipated performance in a uniform, objective
demands; staffs teams with those who way and rewarding based on merit
have the appropriate knowledge, skills,
and experience
*All ED criteria applies
Demonstrates Our Values Demonstrates Our Values
 Promotes an inclusive work  Builds cohesive, winning in an
environment; respects individuals at environment where teamwork and
every level and their perspectives, diverse view points are encouraged
and engages in diversity initiatives, & rewarded
as appropriate
 Exemplifies the highest standards of
ethics and integrity *All ED criteria applies
Corporate Promotion Guidelines – Behavioral Expectations

Associate
Associate Vice
VicePresident
President Executive Director
Executive Director Managing Director
Managing Director

Client / Customer Focus
 Responsive and accessible; focuses
on the customer
 Exhibits a strong understanding of a
client’s business and actively seeks
input to anticipate client needs and
effectively meets or exceeds them
Client / Customer Focus
 Responsive and accessible to clients;
focuses on customers
 Exhibits a strong understanding of a
client’s business and actively seeks
input to anticipate client needs and
effectively meets or exceeds them
Builds Client / Customer Builds Client / Customer Relationship
Relationships  Builds & leverages global
 Builds/promotes a client/customer partnerships across the firm to
and service-centered organization deliver innovative solutions that
 Proactively addresses the needs of meet clients needs
clients/customers and the
community
 Leverages experience and market
knowledge to drive value-added
dialogue; viewed as a trusted
advisor and/or standout among
competitors
 Balances client/customer needs and
best interests with those of the firm,
while driving a strong control
framework

Client / *All ED criteria applies

Client / Customer
Customer
Focus
Focus Delivers the Firm Delivers the Firm Delivers the Firm Delivers the Firm
 Collaborates effectively with  Collaborates effectively with  Coordinates/executes initiatives and  Builds & leverages global
colleagues colleagues processes in support of business partnerships across the firm to
 Listens to understand various points  Listens to understand various points plans deliver innovative solutions that
of view whether or not she/he of view whether or not she/he  Researches across the firm, meet clients needs
agrees agrees presenting a unified front to clients
taking into account our range of
products/services

*All ED criteria applies

Corporate Promotion Guidelines – Behavioral Expectations
Associate Vice President Executive Director Managing Director

Drives a Robust Risk Environment
 Keeps abreast of current
regulatory requirements
applicable to responsibilities
 Strives for best (what word is
used in business principles –
best? Strong?) - same bullet is
under VP so update4 there as
well if this is changed - internal
governance and controls
Drives a Robust Risk Environment
 Promotes a strong control
environment to evaluate,
manage new and existing
business
 Maintains LOB-specific KYC
procedures and processes
including but not limited to
BSA/AML/KYC and fiduciary
obligations
 Strives for best internal
governance and controls
Drives a Robust Risk Environment Drives a Robust Risk Environment
 Promotes a strong control environment to  Builds an organization that ensures
evaluate, manage and conduct new and existing key regulatory or risk issues are
business by adhering to risk/control effectively identified, escalated, and
expectations, procedures and processes
remediated
including, but not limited to BSA/AML/KYC and
fiduciary obligations
 Develops and maintains LOB-specific KYC
procedures in compliance with the firm’s KYC
Program and addresses resource, process,
system and training needs
 Develops/supports preventative processes to
strengthen the control framework and monitors *All ED criteria applies
for potential process failures or weaknesses

Demonstrates Expected
Risk/Control Behaviors
 Understands and applies
knowledge of role-related risks
 Think like an owner or
shareholder when making critical
decisions this
Risk and
 Operates within established risk
Controls parameters/tolerances and
meets internal/external risk and
compliance obligations
Demonstrates Expected
Risk/Control Behaviors
 Develops preventative processes
to strengthen the control
framework and monitor for
potential process failures or
weaknesses
 Operates within established risk
parameters/tolerances and
meets internal/external risk and
compliance obligations
Demonstrates Expected Risk/Control Behaviors
 Holds self and others to the letter and spirit of
the firm’s Code of Conduct, its policies and
related local/international laws/regulations
 Operates within established risk
parameters/tolerances and meets
internal/external risk and compliance
obligations, including completion of required
training for self team
 Pursues root-cause analysis of risk and
compliance issues and client/customer
complaints
 Actively partners across LOBs/functions to
drive the risk/control agenda; participates in
appropriate control forums
Demonstrates Expected Risk/Control
Behaviors
 Upholds the reputation of the firm
at all times; exemplifies the highest
standard of integrity and holds
his/her team to same standard
 Demonstrates leadership in
improving the business control
environment through reducing
operation risk and resolving control
concerns
 Demonstrates superior judgment in
addressing issues that could impact
the firm’s reputation
*All ED criteria applies

Identifies, Escalates & Remediates
Issues
 Effectively remediates issues by
engaging appropriate resources
to mitigate risk with a sense of
urgency
Identifies, Escalates & Remediates
Issues
 Fosters an environment with
zero-tolerance toward willful
non-compliance
Identifies, Escalates & Remediates Issues Identifies, Escalates & Remediates
 Understands and applies knowledge of role- Issues
related risks (e.g., Market, Credit, Reputational,  Takes a disciplined, fact-based
Operational, Fiduciary, Investment, approach to mitigate risks for the
Compliance, Conduct) firm and demonstrates superior
 Utilizes knowledge and lessons learned to judgment in all dealings
proactively consider potential broader risks to
the firm, clients/customers and shareholders
 Fosters an environment where risk/control
issues are escalated and trends are anticipate
and identified
 Remediates regulatory issues and findings (e.g.,
MRA) in a timely and sustainable manner to
prevent recurrence *All ED criteria applies