Board Committees
The Board shall establish any standing committees that it deems necessary or appropriate to discharge its responsibilities. The Board currently has six 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: Gary Stern (Chair); Lori Hricik; Kevin Kessinger; Raj Mahajan; Craig Messinger; Anthony Miller; 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: Bob Druskin (Chair); Frank La Salla; Lori Hricik; Kevin Kessinger; Ann Reese; Gary Stern.
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: Gary Stern (Chair); Lori Hricik; Hope Jarkowski; Raj Mahajan; Ann Reese; James Tabacchi; Susan Yung.
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; Shawn Feeney; Kieran Hanrahan; Hope Jarkowski; Andrea Pfenning.
To facilitate the oversight of DTCC’s business strategy and assess performance against that strategy, as well as oversight of the operational and technology capabilities that support DTCC’s business lines that are responsible for implementing that strategy, the Board of Directors of DTCC (the “Board”) has established a Businesses, Technology and Operations Committee (the “Committee”). Consistent with this purpose, the Committee will oversee the performance of DTCC’s existing businesses, including the review and approval of plans and fees of such businesses and extensions to such businesses. The Committee will review and recommend for Board approval material proposed DTCC businesses or services, with particular regard to (i) any significant risks created by such proposed businesses or services, both for DTCC and the financial system more generally, as well as the measures to control and mitigate or eliminate such risks, and (ii) whether there is an acceptable business case. The Committee will also oversee management’s operation and development of the infrastructure capabilities, technology resources, processes and controls necessary to fulfill DTCC’s service delivery requirements, and monitor key operational and technology metrics associated with the delivery of DTCC’s services.
Committee Members: Kevin Kessinger (Chair); Lori Hricik; William Capuzzi; Bob Colby; Kelley Conway; Shawn Feeney; David Inggs; Kevin Kessinger; Craig Messinger; Susan Yung.
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); William Capuzzi; Bob Colby; Deborah Cunningham; Kieran Hanrahan; David Inggs; Anthony Miller; Gary Stern.