JP Morgan Chase 2003 Annual Report Download - page 8

6J.P. Morgan Chase & Co. / 2003 Annual Report
Hans W. Becherer
Retired Chairman
and Chief Executive Officer
Deere & Company
Riley P. Bechtel
Chairman and
Chief Executive Officer
Bechtel Group, Inc.
Frank A. Bennack, Jr.
Chairman of the
Executive Committee and
Vice Chairman of the Board
The Hearst Corporation
John H. Biggs
Former Chairman and
Chief Executive Officer
Teachers Insurance
and Annuity Association-
College Retirement
Equities Fund (TIAA-CREF)
Lawrence A. Bossidy
Retired Chairman
Honeywell International Inc.
M . Anthony Burns
Chairman Emeritus
Ryder System, Inc.
Ellen V. Futter
President and Trustee
American Museum
of Natural History
William H. Gray, III
President and
Chief Executive Officer
The College Fund/UNCF
William B. Harrison, Jr.
Chairman and
Chief Executive Officer
Helene L. Kaplan
Of Counsel
Skadden, Arps, Slate,
Meagher & Flom LLP
Lee R. Raymond
Chairman of the Board
and Chief Executive Officer
Exxon Mobil Corporation
John R. Stafford
Retired Chairman
of the Board
Wyeth
JPMorgan Chase believes in strong corporate
governance practices, starting with the Board of
Directors and continuing throughout the firm.
Board governance
The Board of Directors focused on corporate governance issues
throughout 2003 and plans to continue this focus as part of the
integration process in the firm’s proposed merger with Bank One.
The board of the post-merger company will seek to bring the
best of both predecessors to the combined firm’s corporate
governance practices.
During 2003, the board reviewed its corporate governance practices
and committee charters in light of SEC-approved New York Stock
Exchange listing standards, applicable regulatory requirements and
best practices. In November, the board spent a full day discussing
corporate governance issues with leading experts. Topics covered
included risk management, financial disclosure, audit quality, the role
of the compensation committee, fiduciary duties of directors, the
board evaluation process and the integrity of the U.S. financial markets.
Based on its work in 2003, in January 2004 the board approved
revisions to its corporate governance practices and committee charters.
These are available at the firm’s website, www.jpmorganchase.com.
The board’s new structure and practices address the following:
•effective size: The current Board of Directors has 12 members.
Following the merger, the board will have 16 members, eight from
Bank One and eight from JPMorgan Chase.
• a super-majority of non-management directors: There is currently
one management member on the JPMorgan Chase board, William
Harrison. Following the merger, only two management members
will be on the board, Mr. Harrison and James Dimon.
•director independence:
independent directors: Each of the non-management directors of
JPM organ Chase was determined by the board to be independent
in accordance with board standards that consider past and current
employment relationships; any business relationships with or
charitable contributions to entities at which a director serves as
an officer; and personal banking and other financial relationships,
which must be on an arm’s-length basis.
executive sessions of directors: Directors meet periodically without
management. Additionally, non-management directors meet in
executive session, without management directors, at least twice a
year: once to review the CEO’s performance, and once to review
the board and its corporate governance practices.
access to outside resources: Although the main responsibility
for providing assistance to the board rests with management,
the board and board committees can engage outside expert
advice from sources independent of management at the expense
of the firm.
results:
on corporate governance
Board of Directors