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Bank of America Risk Governance
Bank of America Risk Governance
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Corpo rate
Compensation and
Board - - - - Audit Committee
Enterprise Risk
Committee
Governance. ESG.
and Sustainability
Human Capital
Committees I Committee
Committee
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I I
Management
Managemen t Disclosure Management Ris k Regu lation 0 Responsible Growth Corporate Benefits
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Compensation
Committees Committee > Committee Committee Committee Committee
Committee
'" Reports to the CEO and CFO with oversight by the Audit Committee
Board of Directors and Board Committees Board and committee succession planning and their formal self-
The Board is composed of 15 directors, all but one of whom are evaluation, and reviews our ESG activities, shareholder input
independent. The Board authorizes management to maintain and shareholder engagement process.
an effective Risk Framework and oversees compliance with safe Our Compensation and Human Capital Committee oversees
and sound banking practices. In addition, the Board or its establishing, maintaining and administering our compensation
committees conduct inquiries of, and receive reports from programs and employee benefit plans, including approving and
senior management on, risk-related matters to assess scope or recommending our Chief Executive Officer’s (CEO) compensation
resource limitations that could impede the ability of Global Risk to our Board for further approval by all independent directors;
Management (GRM) and/or Corporate Audit to execute its reviewing and approving our executive officers’ compensation,
responsibilities. The Board committees discussed below have as well as compensation for non-management directors; and
the principal responsibility for enterprise-wide oversight of our reviewing certain other human capital management topics,
risk management activities. Through these activities, the Board including pay equity and diversity and inclusion.
and applicable committees are provided with information on our Management Committees
risk profile and oversee senior management addressing key
Management committees receive their authority from the Board,
risks we face. Other Board committees, as described below,
a Board committee, or another management committee. Our
provide additional oversight of specific risks.
primary management risk committee is the MRC. Subject to
Each of the committees shown on the above chart regularly
Board oversight, the MRC is responsible for management
reports to the Board on risk-related matters within the
oversight of key risks facing the Corporation, including an
committee’s responsibilities, which is intended to collectively
integrated evaluation of risk, earnings, capital and liquidity.
provide the Board with integrated insight about our management
of enterprise-wide risks. Lines of Defense
We have clear ownership and accountability for managing risk
Audit Committee
across three lines of defense: Front Line Units (FLUs), GRM and
The Audit Committee oversees the qualifications, performance
Corporate Audit. We also have control functions outside of FLUs
and independence of the Independent Registered Public
and GRM (e.g., Legal and Global Human Resources). The three
Accounting Firm, the performance of our corporate audit
lines of defense are integrated into our management-level
function, the integrity of our consolidated financial statements,
governance structure. Each of these functional roles is further
our compliance with legal and regulatory requirements, and
described in this section.
makes inquiries of senior management or the Chief Audit
Executive (CAE) to determine whether there are scope or Executive Officers
resource limitations that impede the ability of Corporate Audit to Executive officers lead various functions representing the
execute its responsibilities. The Audit Committee is also functional roles. Authority for functional roles may be delegated
responsible for overseeing compliance risks pursuant to the to executive officers from the Board, Board committees or
New York Stock Exchange listing standards. management-level committees. Executive officers, in turn, may
further delegate responsibilities, as appropriate, to
Enterprise Risk Committee
management-level committees, management routines or
The ERC oversees the Corporation’s Risk Framework, risk
individuals. Executive officers review our activities for
appetite and senior management’s responsibilities for the
consistency with our Risk Framework, risk appetite, and
identification, measurement, monitoring and control of key risks
applicable strategic, capital and financial operating plans, as
facing the Corporation. The ERC may consult with other Board
well as applicable policies and standards. Executive officers and
committees on risk-related matters.
other employees make decisions individually on a day-to-day
Other Board Committees basis, consistent with the authority they have been delegated.
Our Corporate Governance, ESG, and Sustainability Committee Executive officers and other employees may also serve on
oversees our Board’s governance processes, identifies and committees and participate in committee decisions.
reviews the qualifications of potential Board members, leads