Sallie Mae 2013 Annual Report Download - page 119

Risk Management Roles and Responsibilities
Responsibility for risk management is currently held at several different levels of our organization,
including our Board of Directors and its committees. Each business area within our organization is primarily
responsible for managing its specific risks utilizing formalized processes and procedures developed in
collaboration with our executive management team and internal risk management partners. Our compliance,
credit, human resources, legal, information technology, finance and accounting, and information security groups,
are responsible for providing our business segments with the training, systems and specialized expertise
necessary to properly perform their risk management responsibilities.
Board of Directors. Our Board of Directors, directly and through its standing committees, is responsible for
overseeing our overall strategic direction and risk management approach. The Board of Directors approves our
annual business plan, periodically reviews our strategic approach and priorities and spends significant time
considering our capital requirements and our dividend and share repurchase levels and activities. Standing
committees of our Board of Directors include Executive, Audit, Compensation and Personnel, Nominations and
Governance, Finance and Operations and Preferred Stock Committees. Charters for each committee providing
their specific responsibilities and areas of risk oversight are published at www.salliemae.com under “Investors-
Corporate Governance.” Additional information regarding their activities and responsibilities will be contained in
the “Corporate Governance” section of our proxy statement to be filed on Schedule 14A relating to our 2014
Annual Meeting of Stockholders (the “2014 Proxy Statement”) and is incorporated herein by reference.
Chief Executive Officer. Our Chief Executive Officer is ultimately responsible for ensuring proper
oversight, management and reporting to the Board of Directors regarding our risk management practices and the
timely escalation of any significant issues. Our Chief Executive Officer is responsible for establishing our risk
management culture and ensuring business areas operate within directed risk parameters and in accordance with
our annual business plan.
Internal Risk Oversight Committees. We have a number of standing management committees dedicated to
oversight of various risks relating to our business. In 2012, we formed the Corporate Incentive Compensation
Plan Committee and in 2013 we initiated an additional senior-executive level committee, the Enterprise Risk
Committee. Both committees have broader risk oversight agendas and responsibilities. Below is a description of
our key internal risk management committees.
Enterprise Risk Committee. As part of the adoption of our formal Risk Appetite Framework, we recently
formed an Enterprise Risk Committee to more efficiently assist our Chief Executive Officer in the execution of
his risk responsibilities. This committee is an executive management-level committee that provides a forum for
our senior management team to review and discuss our significant risks, receive periodic reports on adherence to
agreed risk parameters and continue to supervise the evolution of our enterprise risk management program.
Committee membership consists of our President and Chief Executive Officer, Executive Vice President and
General Counsel, Executive Vice President — Banking and Finance, Executive Vice President and Chief
Marketing Officer, Executive Vice President — Administration, Chief Credit Officer, Chief Compliance Officer
and the Chief Audit Officer (in a non-voting capacity). The predominance of committee members are direct
reports to our Chief Executive Officer. The committee meets at least six times per year in advance of each
regularly scheduled Board of Directors meeting and more frequently as may needed to address particular issues.
Corporate Incentive Compensation Plan Committee. Our Corporate Incentive Compensation Plan
Committee is comprised of a cross-functional team of senior officers from human resources, risk and legal who
oversee our incentive compensation plans. The committee’s responsibilities include ensuring that our incentive
compensation plans do not incent our employees to take inappropriate risks which could impact our financial
position and controls, reputation and operations; reviewing the annual risk assessment of our incentive
compensation plans conducted by our Chief Compliance Officer and Chief Credit Officer; and developing
policies and procedures for the development and approval of new incentive compensation plans in line with our
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