Morgan Stanley 2015 Annual Report Download - page 105

Morgan Stanley Board
Risk
Committee
Audit
Committee
Operations and
Technology
Committee Board and Board
Committees
CCAR/RRP
Committee
Strategic
Transactions
Committee
Firm Risk
Committee
Governance
Process Review
Subcommittee
Managemen
t
-
L
eve
l
Committees
Firm Credit Risk
Committee
Asset/Liability
Management
Committee
Global
Compliance
Committee
Firm Franchise
Committee
Operational Risk
Oversight
Committee
Technology
Governance
Committee
Divisional Risk
Committees
Global Legal
Entity Oversight
and Governance
Committee
Commitment and
Underwriting
Committees
FHC Governance
Committee
Culture, Values and
Conduct Committee
Morgan Stanley Board of Directors. The Board has oversight for the ERM framework and is responsible for helping to
ensure that the Company’s risks are managed in a sound manner. The Board has authorized the committees within the ERM
framework to help facilitate its risk oversight responsibilities. As set forth in the Company’s Corporate Governance Policies,
the Board also oversees, and receives reports on, the Company’s practices and procedures relating to culture, values and
conduct.
Risk Committee of the Board. The BRC is composed of non-management directors. The BRC oversees the Company’s
global ERM framework; oversees the major risk exposures of the Company, including market, credit, operational, liquidity,
funding, reputational and franchise risk, against established risk measurement methodologies and the steps management has
taken to monitor and control such exposures; oversees the Company’s risk appetite statement, including risk limits and
tolerances; reviews capital, liquidity and funding strategy and related guidelines and policies; reviews the contingency
funding plan and internal capital adequacy assessment process and capital plan; oversees the Company’s significant risk
management and risk assessment guidelines and policies; oversees the performance of the Chief Risk Officer; reviews
reports from the Company’s Strategic Transactions Committee and Comprehensive Capital Analysis and Review (“CCAR”)/
Resolution and Recovery Planning (“RRP”) Committee; reviews significant reputational risk, franchise risk, new product
risk, emerging risks and regulatory matters; and reviews results of Internal Audit reviews and assessment of the risk
management, liquidity and capital functions. The BRC reports to the entire Board on a regular basis and the entire Board
attends quarterly meetings with the BRC.
Audit Committee of the Board. The BAC is composed of independent directors. The BAC oversees the integrity of the
Company’s consolidated financial statements, compliance with legal and regulatory requirements and system of internal
controls; oversees risk management and risk assessment guidelines in coordination with the Board, BRC and BOTC and
reviews the major legal and compliance risk exposures of the Company and the steps management has taken to monitor and
control such exposures; selects, determines the compensation of, evaluates and when appropriate, replaces the independent
auditor; oversees the qualifications, independence and performance of the Company’s independent auditor, and pre-approves
audit and permitted non-audit services; oversees the performance of the Company’s head of internal audit; and after review,
recommends to the Board the acceptance and inclusion of the annual audited consolidated financial statements in the
Company’s Annual Report on Form 10-K. The BAC reports to the entire Board on a regular basis.
Operations and Technology Committee of the Board. The BOTC is composed of non-management directors. The BOTC
oversees the Company’s operations and technology strategy, including trends that may affect such strategy; reviews
operations and technology budget and significant expenditures and investments; reviews operations and technology metrics;
oversees risk management and risk assessment guidelines and policies regarding operations and technology risk; reviews the
major operations and technology risk exposures of the Company, including information security and cybersecurity risks, and
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