Bank of America 2014 Annual Report Download - page 55

Bank of America 2014 53
The chart below illustrates the inter-relationship among the Board, Board committees and management committees that have the
majority of risk oversight responsibilities for the Corporation. This chart reflects the revised Risk Framework approved by the Board in
January 2015.
(1) This presentation does not include committees for other legal entities.
(2) Reports to the CEO and CFO with oversight by the Audit Committee.
Board of Directors and Board Committees
The Board, which consists of a substantial majority of independent
directors, authorizes management to maintain an effective Risk
Framework, and oversees compliance with safe and sound banking
practices. In addition, the Board or its committees conduct
appropriate inquiries of, and receive reports from management on
risk-related matters to determine whether there are scope or
resource limitations that impede the ability of independent risk
management and/or Corporate Audit to execute its
responsibilities. The following Board committees have the principal
responsibility for enterprise-wide oversight of our risk management
activities. These committees and other Board committees, as
applicable, regularly report to the Board on risk-related matters.
Through these activities, the Board and applicable committees are
provided with thorough information on the Corporation’s risk
profile, and challenge executive management to appropriately
address key risks facing the Corporation. Other Board committees
as described below provide additional oversight of specific risks.
Each of the committees shown on the above chart regularly
reports to the Board on risk related matters within the committee’s
responsibilities, which is intended to collectively provide the Board
with integrated, thorough insight about our management of
enterprise-wide risks.
Enterprise Risk Committee
The Enterprise Risk Committee (ERC) has primary responsibility
for oversight of the Corporation’s Risk Framework and material
risks facing the Corporation. It approves the Risk Framework and
the Risk Appetite Statement and further recommends these
documents to the Board for approval. The ERC oversees senior
management’s responsibilities for the identification, measure-
ment, monitoring and control of all key risks facing the Corporation.
The ERC may consult with other Board committees on risk-related
matters.
Audit Committee
The Audit Committee oversees the qualifications, performance and
independence of the Independent Registered Public Accounting
Firm, the performance of the Corporation’s corporate audit
function, the integrity of the Corporation’s consolidated financial
statements, compliance by the Corporation with legal and
regulatory requirements, and makes inquiries of management or
the Corporate General Auditor (CGA) to determine whether there
are scope or resource limitations that impede the ability of
Corporate Audit to execute its responsibilities. The Audit
Committee is also responsible for overseeing compliance risk
pursuant to the New York Stock Exchange listing standards.
Credit Committee
The Credit Committee provides additional oversight of senior
management’s responsibilities for the identification and
management of corporation-wide credit exposures. Our Credit
Committee oversees, among other things, the identification and
management of our credit exposures on an enterprise-wide basis,
our responses to trends affecting those exposures, the adequacy
of the allowance for credit losses and our credit-related policies.
Other Board Committees
Our Corporate Governance Committee oversees our Board’s
governance processes, identifies and reviews the qualifications of
potential Board members, recommends nominees for election to
our Board and recommends committee appointments for Board
approval.
Our Compensation and Benefits Committee oversees
establishing, maintaining and administering our compensation
programs and employee benefit plans, including approving and
recommending our Chief Executive Officer’s (CEO) compensation
to our Board for further approval by all independent directors, and
reviewing and approving all of our executive officers’
compensation.