Risk Committee

Committee Charter

Mission

董事会风险委员会的目的是协助董事会监督管理层的责任，以实施合理设计的有效全球风险管理框架, assess and manage the Firm’s strategic, credit and investment, market, and operational risks. 风险委员会的职责包括批准适用的主要风险政策和审查某些相关框架, analysis and reporting established by management.

The Risk Committee oversees reputational risks and conduct risks within its scope of responsibility.

Membership

1. The Risk Committee shall be composed solely of non-management directors, not fewer than three in number.
2. 风险委员会的每位成员均应符合截至公司最近年度会议的纽约证券交易所公司治理上市标准的独立性标准以及董事会公司治理原则中规定的公司独立性标准. 风险委员会应由联邦储备委员会规定的独立董事担任主席.
3. Membership on the Risk Committee is reviewed each year by the Corporate Governance & Nominating Committee and approved by the Board, which also designates a Chair for the committee. Each Risk Committee member and Chair serves at the pleasure of the Board.
4. The Risk Committee membership shall, in the determination of the Board, 由适当的背景和经验组成，以履行风险委员会的监督职责, 风险委员会成员应符合有关专业知识和其他资格的所有适用监管或法律要求. At least one member shall have experience in identifying, assessing and managing risk exposures of large, complex financial firms.
   

Meetings

5. The Risk Committee shall meet as often as it determines is appropriate, but not less frequently than quarterly. The Chair shall preside at all meetings of the Risk Committee and shall set the agenda.
6. 风险委员会应定期与首席风险官举行非公开会议，讨论风险委员会或首席风险官认为需要讨论的任何事项, and the Risk Committee shall also meet periodically in executive sessions. 此类会议一般应与风险委员会的每次定期会议同时举行.
7. 风险委员会可要求本所任何高级职员或雇员参加风险委员会的会议，或要求该等人员与本所的任何成员会面, or advisors to, the Risk Committee.
8. The Risk Committee has authority to retain advisers when it deems appropriate, including approval of fees and terms of retention, without the prior permission of the Board or management, and shall be provided the necessary resources for such purposes.
9. The Risk Committee shall report periodically to the Board, generally at the next regularly scheduled Board meeting following a Risk Committee meeting, on actions taken and significant matters reviewed by the Risk Committee.
10. The Risk Committee shall review and approve matters as required by law, regulation or agreement.
11. The Risk Committee or its Chair shall meet not less than annually with the Compensation & 董事会管理发展委员会，协助该委员会审查公司的薪酬做法, including policies with respect to the compensation of risk professionals, and the relationship among risk, risk management and compensation in light of the Firm’s objectives, 包括其安全性和稳健性以及避免会鼓励过度冒险的补偿做法.
    

Duties and responsibilities

A.  The Risk Committee shall, with respect to the Firm’s global risk management framework and risks:

12. 批准风险委员会可能指定为董事会风险委员会政策的主要风险政策, and annually review and approve any material changes to such policies.
    
13. Review and approve the Firm’s quantitative and qualitative risk appetite annually. Receive reports on results against defined risk appetite. 如果公司风险偏好结果已经超过或预计超过风险偏好，应及时通知风险委员会主席.
14. Review reports of significant risk issues identified by management.
15. Meet periodically with the CEOs of the lines of business and with the Chief Investment Officer.

B.  The Risk Committee shall, 评估是否有一个合理设计的有效控制系统来评估和控制整个公司的风险;

16. Review and approve, as appropriate, parameters, limits and/or thresholds as requested by management. The Risk Committee Chair shall be notified promptly of firmwide breaches.
17. Review such other key metrics agreed to with management and performance against such metrics..
18. Receive, periodically, from management for Risk and Compliance, as appropriate, communications and presentations on significant control issues in internal audit reports, management letters from external auditors, and regulatory authorities’ examination reports, and such other significant control matters that are identified by the relevant function, as appropriate, and the resolution status thereof.

C.  The Risk Committee shall, with respect to capital and liquidity analysis and planning:

19. Unless reviewed and approved by the Board as a whole, review and approve the Firm’s Recovery Plan and the annual capital plan.
20. Review analysis of the Firm’s liquidity risk. 如果在风险委员会会议之间出现流动性管理问题，首席财务官认为可能对公司产生重大不利影响, the Chief Financial Officer will promptly report such issues to the Chair of the Risk Committee.
21. With respect to liquidity risk management, approve the contingency funding plan at least annually, and approve any material revisions to the plan.
22. 至少每年审查公司可能承担的与其经营战略相关的可接受的流动性风险水平(流动性风险容忍度), and bring to the Board annually for its approval.
23. 至少每半年接受并审查高级管理层提供的信息，以确定公司是否按照其既定的流动性风险承受能力进行运营, and bring to the Board semi-annually for its review.
24. Review periodically the liquidity risk-management strategies, policies, and procedures established by senior management, and bring to the Board for its approval and periodic review.
    

Oversight of senior management

25. The Firm’s Chief Risk Officer shall report to the CEO and the Risk Committee.
26. The Risk Committee shall consult with the CEO and shall approve the appointment, evaluation, replacement, reassignment, or dismissal of the Chief Risk Officer. The Risk Committee or its Chair shall consult with the CEO and the Compensation & Management Development Committee or its Chair and shall approve the compensation, non-financial performance objectives and succession planning of the Chief Risk Officer. 风险委员会还应审核首席风险官直接下属的绩效并批准继任计划.
27. The Risk Committee shall review the Chief Risk Officer’s proposed priorities, budget and staffing plans annually.
28. The Chief Risk Officer, the Chief Risk Officers for each line of business, the Chief Compliance Officer for the Firm, and other direct reports of the Chief Risk Officer (as appropriate) will, at each regularly scheduled meeting, 与风险委员会讨论他们合理认为可能对公司或业务线产生重大影响的任何问题. 这些官员还应说明已经采取或计划采取的任何行动，以解决这些问题.
29. 如果风险管理问题在风险委员会会议期间出现，首席风险官认为可能对公司产生重大不利影响, the Chief Risk Officer will promptly report such issues to the Chair of the Risk Committee.
30. The Risk Committee shall, together with the Audit Committee, review audit results prepared by Internal Audit assessing the effectiveness of the risk governance framework, 风险委员会也可与审计委员会就共同关心的其他主题或法律要求的其他事项举行会议, regulation or agreement. 首席风险官和首席合规官均有权就与风险和合规相关的任何事项与风险委员会进行沟通.
    

Action on behalf of national bank subsidiaries

31. 风险委员会有充分和完全的权力代表本公司的国家银行子公司(“银行”)行使银行的风险委员会职责, 根据《12bet官方》和12bet官方董事会授予风险委员会的权力 & Co. In furtherance of such responsibilities, 风险委员会有责任寻求维护银行的安全和稳健，并在对银行风险委员会事务进行监督的同时，理解银行的利益不得以危及银行安全和稳健的方式从属于母公司控股公司的利益.
    

Charter review

32. The Risk Committee shall review, at least annually, the committee’s charter and recommend any proposed changes to the Corporate Governance & Nominating Committee and the Board for approval. The Risk Committee shall conduct, and report to the Board, the results of an annual performance evaluation of the Risk Committee, 哪项评估应包括风险委员会的绩效与本章程要求的比较.

Effective July 2022