Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - E TRADE FINANCIAL CORP | d351326d8k.htm |
| EX-3.2 - AMENDMENT TO BYLAWS - E TRADE FINANCIAL CORP | d351326dex32.htm |
| EX-3.1 - AMENDMENT TO CERTIFICATE OF INCORPORATION - E TRADE FINANCIAL CORP | d351326dex31.htm |
| EX-99.2 - AUDIT COMMITTEE CHARTER - E TRADE FINANCIAL CORP | d351326dex992.htm |
| EX-99.3 - GOVERNANCE COMMITTEE CHARTER - E TRADE FINANCIAL CORP | d351326dex993.htm |
| EX-99.1 - GOVERNANCE GUIDELINES - E TRADE FINANCIAL CORP | d351326dex991.htm |
Exhibit 99.4
E*TRADE Financial Corporation
A Delaware Corporation
(the “Company”)
Risk Oversight Committee Charter
This Charter was adopted by the Board of Directors (the “Board”) of the Company on May 16, 2008 and amended on August 13, 2009, September 24, 2009, and May 9, 2012.
| A. | Purpose |
The purpose of the Risk Oversight Committee (the “Committee”) shall be to assist the Board and oversee and monitor the Company’s senior management in carrying out of the following responsibilities:
| • | The financial management of the Company and its subsidiaries; |
| • | Defining the risk profile of the Company, including identifying and assessing the risks facing the Company; |
| • | Managing the financial risk and return of the Company; |
| • | Compliance with legal and regulatory requirements; |
| • | The Company’s strategic planning, including reviewing material strategic transactions and potential material investments by the Company in, or in the Company by, third parties. |
| B. | Structure and Membership |
| 1. | Number, Composition. The Committee shall consist of at least three members of the Board (each, a “member”). If deemed advisable by the Board, the Company’s Chief Executive Officer may be a member of the Committee. |
| 2. | Independence. A majority of the Committee shall be “independent” according to the standards of the NASDAQ Stock Market and the Company (to the extent the Company maintains requirements that are more stringent). |
| 3. | Chair. The Chair of the Committee shall be designated by the Board upon consideration of the Board’s Governance Committee’s (the “Governance Committee”) recommendation. |
| 4. | Selection and Removal. The Governance Committee shall recommend nominees for appointment to the Committee annually and as vacancies or newly-created positions occur or are about to occur. Committee members shall be appointed by the Board annually and may be removed by the Board at any time, with or without cause. |
| C. | Authority and Responsibilities |
General
The Committee members shall discharge their responsibilities and shall assess the information provided by the Company’s management, in accordance with the same standards of duty and care as they do as members of the Board. In addition to any other responsibilities that may be assigned from time to time by the Board, the Committee is authorized to undertake, and has responsibility for, the following areas relating to the Company and its subsidiaries.
Oversight of Financial Management
| 1. | Capital. The Committee is responsible for overseeing and reviewing with senior management the Company’s capital planning process, its capital position, its capital adequacy and structure. Specific responsibilities of the Committee include: |
| a. | ongoing review of consolidated capital reporting, including projections and comparisons of the Company’s position to internal targets, benchmarks and limits; |
| b. | ongoing review of the Company’s significant capital expenditures; |
| c. | oversight and review of the Company’s capital structure and financing requirements; and |
| d. | oversight and review of the Company’s and its bank subsidiaries’ regulatory capital, leverage ratios and similar measures of capital adequacy as measured against the Company’s risk appetite. |
| 2. | Policies. The Committee is responsible for overseeing and reviewing with senior management certain policies related to the financial management of the Company and its subsidiaries and overseeing the Company’s implementation of such policies. These policies include: |
| a. | the Company’s policies relating to capital, funding, liquidity and funds transfer risk; |
| b. | the Company’s asset and liability management and cash management policies; and |
| c. | the Company’s dividend policy. Related to the review of the Company’s dividend policy, the Committee is also responsible for overseeing any potential common stock repurchase programs and stock splits. |
| 3. | Funding and Liquidity. The Committee is responsible for overseeing and reviewing with senior management the Company’s funding and liquidity requirements. As part of this function, the Committee shall review with senior management the Company’s issuance of equity securities, debt securities, promissory notes, commercial paper, guarantees, keep-well and support agreements or other similar securities or instruments (or any programs relating to the foregoing), the entering into of repurchase and reverse repurchase agreements, borrowing facilities, loan agreements, letter of credit facilities, collateral security or pledge agreements and other arrangements with banks and other lenders and similar or related transactions, above any levels specified by the Board. |
Risk Profile and Oversight
| 1. | Risk Management Function. The Committee shall oversee senior management’s establishment of an independent enterprise-wide risk management (“ERM”) framework. The Committee is responsible for overseeing the Company’s risk management function, such that senior management is properly positioned, staffed and resourced, and that senior management carries out its risk management responsibilities effectively. |
| 2. | Risk Profile. The Committee shall oversee and work with the Company’s Chief Risk Officer, the Company’s General Counsel or his or her designee (or another officer of the Company, if the General Counsel or his or her designee is unavailable), the Company’s Chief Compliance Officer, when designated and outside legal counsel and regulatory consultants as needed, to recommend a risk profile of the Company to the Board for its approval. In defining the Company’s risk profile, the Committee shall consider with senior management the Company’s risk capacity, risk appetite, global risk limits, current risk profile, risk exceptions and remediation protocols. |
| 3. | Risk Elements. The Committee shall review and monitor with senior management the Company’s business’s’ financial risk through the review of interest rate sensitivity, liquidity ratios, capital adequacy, market risk exposure and funding mix. |
| 4. | Policies. The Committee shall oversee and review with senior management the Company’s ERM charter, policies and procedures for assessing and managing exposure to, and shall provide oversight of the Company’s management of operational risk, credit risk, market risk, interest rate risk, investment risk and liquidity risk, including the framework for counterparty credit risk management and trading limits. |
| 5. | Legal and Compliance. The Committee shall receive and oversee the report of the Chief Compliance Officer or, prior to the appointment of the Chief Compliance Officer, the Company’s General Counsel or his or her designee (or another officer of the Company, if the General Counsel or his or her designee is unavailable), that is provided, at least quarterly, to the Board |
| regarding the Company’s overall state of compliance. Such report shall address the overall level of compliance risk facing the entire Company and trend data, as well as the current status of the Company’s compliance oversight program, including a summary of significant projects and other items being conducted and monitored by the Company’s compliance organization. The report shall also include the results of any monitoring and testing activities and shall discuss whether and reasons the Company’s resources and training activities are sufficient. The Company’s General Counsel or his or her designee (or another officer of the Company, if the General Counsel or his or her designee is unavailable), shall review periodically and not less than quarterly, any other legal and regulatory matters that may have a material impact on the Company’s compliance policies and programs. |
| 6. | Business Continuity Plan. The Committee shall review the Company’s Business Continuity Plan and related critical processes and applications. |
Strategic Matters and Investments
| 1. | Strategic Plan. The Committee shall oversee senior management’s establishment of the Company’s overall strategic planning process and alignment of the Company’s risk profile with its strategic plan, goals and objectives, which shall be recommended to the Board for their review and approval. Senior management will monitor and provide periodic reports to the Committee and/or the Board, as appropriate, regarding management’s implementation of the strategic plan. The Committee shall review and make recommendations with respect to any new business initiatives or strategies that face significant and material risk or deviations from the strategic plan. |
| 2. | Strategic Transactions. The Committee shall review any material strategic transactions, principal investments or dispositions (other than the acquisition or disposition of liquid or publicly traded securities in the normal course of business) where the aggregate amount of consideration to be paid or received exceeds any levels specified by the Board. |
| 3. | Proposed Investments. The Committee shall review all proposed material investments by the Company in, or in the Company by, third parties in the Company and/or its securities. |
| 4. | Policies. The Committee shall review the Company’s policies governing strategic transactions, principal investments and dispositions of assets. |
| D. | Procedures and Administration |
| 1. | Meetings. The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter, provided that the Committee shall meet at least quarterly. Special meetings of the Committee may be held from time to time pursuant to the call of the Chair of the Committee. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings, shall set meeting agendas consistent with this Charter and shall, when present, preside at all meetings of the Committee. Meetings may be conducted by teleconference. In lieu of a meeting, the Committee may also act by unanimous written consent. The Committee shall designate a person (who need not be a member of the Committee) to keep minutes of its meetings. The minutes shall be retained by the Corporate Secretary of the Company. |
| 2. | Quorum. A majority of the Committee members in office shall constitute a quorum at any meeting but a less number may adjourn any meeting, from time to time. If a quorum is present, the Committee may take action through the vote of a majority of the directors who are in attendance. |
| 3. | Subcommittees. The Committee may, to the fullest extent permitted by applicable law or regulation, form and delegate its authority to subcommittees of the Committee when it deems appropriate and in the best interests of the Company. |
| 4. | Reporting to the Board. The Committee shall report to the Board regularly, and not less than quarterly. Any reports shall include recommendations or issues that arise with respect to the Company’s financial affairs, risk management, capital adequacy, risk profile, compliance with legal/regulatory requirements, strategic plan, potential material strategic transactions or significant principal investments, dispositions of material assets or third-party investments in or by the Company, and any other matter that the Committee deems appropriate or is requested to be included by the Board. |
| 5. | Charter. The Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for its approval. |
| 6. | Independent Advisors. The Committee has the authority (without seeking Board or management approval) to select, retain and terminate special risk management, legal, financial, accounting, audit or other professional advisors (“Advisors”) to assist the Committee in performing its responsibilities under this Charter. Such retention shall be coordinated by the Committee Chair with the assistance of the General Counsel of the Company. For purposes of clarification, this authority excludes selecting, retaining and terminating the Company’s registered public accounting firm. The Company shall be responsible for all costs and expenses incurred by the Advisors retained by the Committee; provided, that the Committee reviews and approves all invoices of the Advisors prior to their submission to the Company for payment. |
| 7. | Access to Company Employees and Advisors. In addition to the above, the Committee shall have full, free and unrestricted access to the Company’s management, officers, employees, outside counsel and independent auditors to assist the Committee in performing its duties under this Charter and the Committee may, upon reasonable notice, require the Company’s management, officers, employees, outside counsel and independent auditors to meet with one or more of the Committee’s Advisors. In performing its functions, the Committee is entitled to rely on the findings of fact, advice, reports and opinions of its Advisors and of management as well as any legal, accounting or other advisors retained by the Company. |
| 8. | Annual Self-Evaluation. At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation. |
| 9. | Recommendations to the Board. The Committee shall make recommendations to the Board based on its conclusions, oversight and review or, if power to do so is delegated by the Board, the Committee shall approve matters within such delegation of authority. |
| E. | Limitations Inherent in the Committee’s Role |
It is not the duty of the Committee but rather the responsibility of the Chief Executive Officer of the Company and the Company’s senior management to identify and assess the Company’s exposure to risk. The Committee, however, shall meet with the Chief Risk Officer and Chief Compliance Officer at least quarterly to review the Company’s risk management, compliance activities and potential risk exposures. While the Committee is responsible for overseeing the risk management function, including reviewing with management the guidelines and policies that govern the process by which risk assessment and risk management is undertaken, it is not the sole body responsible for ensuring that the Company’s risk management function is carried out efficiently and effectively.