C R D I V G O V E R N A N C E D I S C L O S U R E S SEPTEMBER 2016

SEPTEMBER 2016 CRD IV GOVERNANCE DISCLOSURES CRD IV Governance Disclosures U.K. Entities These disclosures are made in respect of J.P. Morgan Secur...
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SEPTEMBER 2016

CRD IV GOVERNANCE DISCLOSURES

CRD IV Governance Disclosures U.K. Entities These disclosures are made in respect of J.P. Morgan Securities plc (“JPMSplc”), J.P. Morgan Markets Limited (“JPMML”), J.P. Morgan Limited (“JPML”), J.P. Morgan International Bank Limited (“JPMIB”) and J.P. Morgan Europe Limited (“JPMEL”) (each a “Company”, and together the “Companies”). JPMSplc, JPMML, JPML and JPMEL are considered significant entities. Management The Board of Directors has overall responsibility for the Company, and has the responsibility to ensure that the Company is acting within the strategy, values, standards and controls of the wider JPMorgan Chase & Co group of companies. Each Company has a Matters Reserved for the Board which requires that the Board defines, oversees and is accountable for the implementation of governance arrangements that ensure effective and prudent management. This includes requirements that the Board will approve and oversee the Company's strategic objectives, risk strategy and internal governance, including the segregation of duties in the organisation and the prevention of conflicts of interest. The Board reserves for itself the approval of significant changes to accounting policies and practices, and the approval of annual reports and financial statements. The Board also oversees compliance with regulations. A regional governance structure has been established to allow the Board to delegate certain matters, not included in the Matters Reserved for the Board, to a governance framework. The Board will monitor and periodically assesses the effectiveness of this governance framework and take appropriate steps to address any deficiencies. The Board may also delegate levels of authority to senior management, and has responsibility for providing effective oversight of these individuals. Chairman v. CEO Where a Company has a chief executive function registered with the regulator, the role of the chairman and the chief executive officer are held by different individuals. Knowledge, skills and expertise In selecting candidates for director of the Board, the Board looks for individuals with strong personal attributes, diverse backgrounds and demonstrated knowledge, skills and expertise in one or more disciplines relevant to our business. The goal is to have a Board consisting of individuals with a combination of skills, experience and personal qualities that will well serve it, its committees, our Firm and our shareholders. The directors are expected to act with honesty, integrity and independence of mind in assessing and challenging senior management, and to commit enough time to the role in order to perform these duties effectively. Please find below the biographies of the directors.

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CRD IV GOVERNANCE DISCLOSURES

J.P. Morgan Securities plc The J.P. Morgan Securities plc (“JPMSplc”) Board is comprised of six non-executive directors and four executive directors. The directors are: Sir Winfried Bischoff Sir Win joined the Board of JPMSplc as a Non-Executive Director in July 2014 and became the NonExecutive Chairman in December 2014. He is currently the Chairman of the Financial Reporting Council in the UK. He was previously Chairman of Lloyds Banking Group from 2009. Sir Win has substantial experience of leading complex international boards and committees in the UK and the US. His background spans a range of sectors, including banking and capital markets, finance and government regulation and public policy. He is a Non-Executive Director of S&P Global Inc., and was Chairman of the Advisory Council of TheCityUK. Sir Win was appointed Chairman of Citigroup Europe in 2000. He became the acting Chief Executive Officer of Citigroup Inc. in 2007 and was subsequently appointed as Chairman in the same year until his retirement in February 2009. Prior to this, he was the Group Chief Executive and then Chairman of Schroders. Sir Win holds a Bachelor of Commerce degree from the University of the Witwatersrand, Johannesburg. He has held a total of 10 publically listed company directorships since 1983. Laban Jackson For further information in relation to Mr Jackson, please see the below link. http://www.jpmorganchase.com/corporate/About-JPMC/board-of-directors.htm#jackson Professor Scott Moeller Professor Moeller joined the Board of JPMSplc as a Non-Executive Director in July 2012. He is also the Chairman of the JPMSplc Directors’ Risk Policy Committee, a role he has held since 2013 and Chairman of the J.P. Morgan Europe Limited Directors' Risk Policy Committee, a role he has held since 2014. Professor Moeller is a director and the founder of the M&A Research Centre at Cass Business School where he is also a Professor in the Practice of Finance. Prior to teaching, Professor Moeller was at Deutsche Bank in London for six years in several senior banking positions. Prior to Deutsche Bank, he worked first at Booz Allen & Hamilton Management Consultants for over five years and then at Morgan Stanley for over twelve years in New York, Japan, and finally as comanager and then member of the board of Morgan Stanley Bank AG in Germany. Jane Moran Ms Moran joined the Board of JPMSplc as a Non-Executive Director in December 2015. She is currently the Global Chief Information Officer at Unilever, a role she has held since 2014. Prior to joining Unilever, Ms Moran spend 14 years at Thomson Reuters in both the US and UK in a number of CIO roles including: CCBN (a Thomson acquisition), Thomson Financial, Thomson Reuters Markets, and finally Global Chief Information Officer. Ms Moran is a member of the CIO councils for Salesforce.com, SAP, and Workday, and a member of the Advisory Council on Computing and Information Technology of Brown University. Ms Moran holds a MBA from Boston University and a BA in History from Brown University. Monique Shivanandan Ms Shivanandan joined the Board of JPMSplc as a Non-Executive Director in November 2015. She is currently the Chief Information Officer and a Member of Group Executive Committee at Aviva plc, a role she has held since 2014. Prior to joining Aviva, Ms Shivanandan was a Senior Vice President and Chief Technology Officer at Capital Once Financial, and before this a Managing Director and Chief Information Officer at BT Retail. Ms Shivanandan is also a Board member of the Government Digital Services Advisory Board. She holds a BS in Industrial Engineering from Lehigh University.

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CRD IV GOVERNANCE DISCLOSURES

Mark Garvin Mr Garvin joined the Board of JPMSplc in September 2011, and in early 2016 became a nonexecutive director. He is currently Vice Chairman for the Corporate & Investment Bank. Prior to this he was Chairman, Treasury & Securities Services International, a position he held until assuming his current role in 2012. Mr Garvin has worked at JPMorgan and its predecessor banks since 1978, and has held a number of roles including UK Senior Country Officer and EMEA Chief Operating Officer Mr Garvin holds a Bachelor of Science from Georgetown University and an MBA from American University. Andrew Cox Mr Cox joined the Board of JPMSplc in November 2001. He is currently a Managing Director, and head of Credit Risk in EMEA. He joined JPMorgan in 1987, and has worked in the New York and London office, primarily in Risk, but with roles in technology and trading room business management. He is a member of the EMEA Risk Committee and other key regional governance forums. Mr Cox holds a Bachelor of Science in Physics from Kings College London. Elena Korablina Ms Korablina joined the Board of JPMSplc in February 2014. She is currently the J.P. Morgan Europe, Middle East and Africa (“EMEA”) Chief Financial Officer, responsible for finance activities across the region. She is a member of the EMEA Management Committee and other key regional governance forums. Ms Korablina has worked at the firm for nearly eighteen years. Prior to her current role, she held a number of roles at the firm, including EMEA Regional Controller, Global Product Controller for several Markets businesses, and Senior Finance Officer in different locations across Europe, including Moscow, Luxembourg, and London. Before joining J.P. Morgan, Ms Korablina was an auditor with PricewaterhouseCoopers in Moscow. Ms Korablina holds a Bachelor of Science in Mathematical Economics from Moscow State University. Julia Meazzo Ms Meazzo joined the Board of JPMSplc in May 2015. She is currently a Managing Director and HR Executive for the EMEA Region. Prior to this she was the Business Manager for Credit Business and Global Emerging Markets, and HR Business Partner in South Africa. Prior to joining JPMorgan, Ms Meazzo worked for Johnson & Johnson, Proctor & Gamble, and Cap Gemini Management Consulting. Ms Meazzo has a degree in Business Commerce from Rhodes University South Africa. Daniel Pinto Mr Pinto joined the Board of JPMSplc in 2007. He is currently the CEO of the Corporate & Investment Bank of JPMorgan Chase & Co. and CEO of its Europe, Middle East and Africa region. Mr Pinto has spent his career at JPMorgan and its predecessor companies, beginning with Manufacturers Hanover Trust in Buenos Aires in 1983, where he was a financial analyst and foreign exchange trader. In 1992, he was appointed head of Sales for Chemical Bank in Buenos Aires, and then became head trader and Treasurer of Chemical Bank in Mexico. In 1996, he moved to Chase Manhattan Bank in London, where he was responsible for local markets in Eastern Europe, Middle East, Africa and Asia. In 2002 he assumed responsibility for the markets side of J.P. Morgan’s emerging markets business, before being made global head of Emerging Markets in 2006. In 2009, he was made co-head of Global Fixed Income for the Investment Bank before becoming sole head of the group in 2012. He was also made co-CEO of the Corporate & Investment Bank in 2012, and became sole CEO in 2014. He has a bachelor's degree in Public Accounting and a B.S. in Business Administration from Universidad Nacional de Lomas de Zamora in Buenos Aires.

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CRD IV GOVERNANCE DISCLOSURES

The directors hold the following number of directorships. Executive

Non-Executive

Monique Shivanandan

0 0 1 1 1

4 4 2 2 1

Mark Garvin

1

1

Andrew Cox

1

0

Elena Korablina

1

0

Julia Meazzo

1

0

Daniel Pinto

1

1

Sir Winfried Bischoff NameJackson Laban Scott Moeller Jane Moran

Directorships held within the same group are counted as one directorship, and those in organisations with non-commercial objectives are not counted.

J.P. Morgan Markets Limited The J.P. Morgan Markets Limited (“JPMML”) Board is comprised of three directors. The directors are: Andrew Cox Mr Cox joined the Board of JPMML in June 2008. Please see his biography above. Matthew Melling Mr Melling joined the Board of JPMML in May 2014. He is currently a Managing Director and the EMEA Regional Controller. Mr Melling joined JPMorgan in 1996 and has held a number of roles, including EMEA and Global Product Controller for Emerging Markets, and Credit and Emerging Markets Middle Office. He started his career in banking on the Natwest Graduate programme, before moving to Chase Manhattan, a heritage JPMorgan firm. Mr Melling holds a Bachelor of Science in Chemistry from King’s College London. Ryan O’Grady Mr O’Grady joined the Board of JPMML in June 2016. He is currently a Managing Director and CoHead of Global Fixed Income Syndicate. He became Head of EMEA Syndication in 2009 and expanded his role to include Asia Pacific in 2012. In his current capacity he is jointly responsible for overseeing the activity of JPMorgan’s clients in the primary market across Investment Grade, High Yield, Emerging Markets and Securitized Products. Mr O’Grady joined JPMorgan in 1999 after several years as a portfolio manager. The directors hold the following number of directorships.

Andrew Cox Name Melling Matthew Ryan O’Grady

Internal Directorships

External Directorships

1 1 1

0 0 0

Directorships held within the same group are counted as one directorship, and those in organisations with non-commercial objectives are not counted.

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CRD IV GOVERNANCE DISCLOSURES

J.P. Morgan Limited The J.P. Morgan Limited (“JPML”) Board is comprised of five directors. The directors are: Andrew Cox Mr Cox joined the Board of JPML in November 2013. Please see his biography above. Hernan Cristerna Mr Cristerna joined the Board of JPML in February 2016. He is currently a Managing Director and the Global Co-Head of Mergers and Acquisitions. He joined J.P. Morgan in 1996 from Schroders. At that time he was responsible for building the EMEA Consumer and Retail business and subsequently ran the EMEA Consumer, Healthcare and Retail business and the Global Consumer Products business. Prior to his present position he ran J.P. Morgan's EMEA M&A business from 2008 until 2012. Mr Cristerna received an MBA from the Harvard Business School and a BA from Claremont McKenna College. Ronald Debate Mr Debate joined the board of JPML in December 1996. He is currently the Head of Tax in EMEA, a role he has held since 1989. The EMEA Tax Group, which currently comprises about 60 full time and temporary staff, manages the tax risks of the firm for the region. Mr Debate has been with the bank since 1981 and after 2 years in New York, he transferred to the UK in 1983. He is a lawyer admitted to the New York Bar and he holds the following higher degrees: BA, Brooklyn College, BA/MA, Fitzwilliam College, Cambridge University, JD, Syracuse College of Law, LLM (Tax)—New York University and LLM (Tax) London School of Economics. Matthew Melling Mr Melling joined the Board of JPML in May 2014. Please see his biography above. Kristian Orssten Mr Orssten joined the Board of JPML in January 2016. He is currently a Managing Director and Head of J.P. Morgan’s European Loan & High Yield Capital Markets Group. In addition, he is Head of Par & Distressed Loan Trading, Sales and Research. He also chairs J.P. Morgan’s European Loan Underwriting Committee. Mr Orssten has over 30 years of investment banking experience and started his career with Manufactures Hanover Limited. The past 20 years have been dedicated to the Acquisition and Leveraged Finance business during which time J.P. Morgan has been a consistent leader in arranging, underwriting, distributing and trading high yield bonds and loans across the entire credit spectrum. The directors hold the following number of directorships. Internal Directorships

External Directorships

Andrew Cox Hernan Name Cristerna

1 1

0 0

Ronald Debate

1 1 1

0 0 0

Matthew Melling Kristian Orssten

Directorships held within the same group are counted as one directorship, and those in organisations with non-commercial objectives are not counted.

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CRD IV GOVERNANCE DISCLOSURES

J.P. Morgan International Bank Limited The J.P. Morgan International Bank Limited (“JPMIB”) Board is comprised of ten directors. The directors are: Clive Adamson Mr Adamson joined the Board of JPMIB in September 2015 as a Non-Executive Director, and he was appointed Chairman of the Board in September 2016. Prior to this, Mr Adamson was an Executive Member of the Board, Head of Supervision and Member of the Executive Committee at the Financial Conduct Authority. He was with the FCA (formally the Financial Services Authority) from 2000 where he was a Senior Advisor from 2000 to 2008, Director of the Major Retail Groups division from 2008 to 2013, and a Member of the Executive Committee from 2012 to 2013. He is also a Non-Executive Director of Prudential Assurance Company Limited, Ashmore Group plc and CYBG plc. Mr Adamson holds a Masters in Economics from Cambridge University. Andrew Cryer Mr Cryer joined the Board of JPMIB in December 2004. He is currently the Region Head of Risk for the Private Bank’s activities in Europe, Middle East and Africa. Prior to holding this position, he worked for heritage organisations in various credit risk and structuring roles and as a Banker covering the Western European oil and gas companies and the independent North Sea exploration and production sector. Mr Cryer is a member of the Private Bank’s EMEA Management Committee. He is a graduate of University College, London (BSc Economics) and the London Business School (MBA). Peter Gabriele Mr Gabriele joined the Board of JPMIB in November 2013. He is currently a Managing Director and Head of Investments for the Private Bank in EMEA. Based in Geneva, Mr Gabriele manages the Investment practice for EMEA regions. As a member of the EMEA Leadership Team, he is responsible for product development, market strategies, client acquisition and sales management. He is a member of the J.P. Morgan Private Bank Operating Committee, and the J.P. Morgan (Suisse) Management Committee. Previously, he was the Head of Investments for the South Central Region for the US Private Bank, and prior to that he managed the Municipal Bond Trading Desk for the Investment Bank in New York. Mr Gabriele joined the firm in 1986 as an M&A analyst. He is a CFA charter holder and holds an MBA from the New York University Stern School of Business and a B.A. in Economics from Stanford University. Pablo Garnica Mr Garnica joined the Board of JPMIB in January 2009. He is currently CEO of J.P. Morgan Private Bank in EMEA and oversees the activities across the EMEA Private Banking business. He is a member of the Global Wealth Management Operating Committee and the Chairman of J.P. Morgan International Bank Limited’s Management Committee. Prior to this, Mr Garnica held roles as general manager for J.P. Morgan Suisse and head of J.P. Morgan’s Private Banking business in Spain and Portugal and the head of the firm’s onshore business. He joined J.P. Morgan Private Bank in 1996 after several years at Banesto where he served Latin American private clients and family businesses around the world as head of Banesto’s Miami office and as Senior Vice President of all Latin American business for the bank. Mr Garnica holds a degree in Economics and Business from CUNEF. Catherine Moore Ms Moore joined the Board of JPMIB in November 2015. She is a Managing Director and currently leads the merchant acquiring and payment processing business for Europe within J.P. Morgan Chase Commerce Solutions. Prior to this, her previous roles within J.P. Morgan were as Managing Director for the International Commercial Card business and Head of International Prepaid. Before joining J.P. Morgan, Ms Moore worked at American Express Commercial Card as the Head of EMEA Marketing & Strategy and as Director of International Partnerships and Membership Rewards. Ms

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CRD IV GOVERNANCE DISCLOSURES

Moore holds a Master of Business Administration from London Business School and a BA in Quantitative Economics from the University of California, San Diego. Daniel Torreilles Mr Torreilles joined the Board of JPMIB in March 2015. He is currently an Executive Director and the Global Wealth Management (“GWM”) EMEA Chief Financial Officer. He is also the Chief Financial Officer of J.P. Morgan (Suisse) SA, as well and part of the Board of Trustees of J.P. Morgan (Suisse) SA pension fund. He joined JPMorgan in 1997 and has held various roles in Paris and Switzerland including Head of Controlling for GWM EMEA, Senior Controller for the International Private Bank Technology and Operations, and Senior Project Manager. Mr Torreilles holds a Masters in Banking and Insurance from Tours University. The directors hold the following number of directorships: Internal Directorships

External Directorships

1 1 1 1

3 0 0 0

1 1

0 0

Clive Adamson Andrew Name Cryer Peter Gabriele Pablo Garnica Catherine Moore Daniel Torreilles

Directorships held within the same group are counted as one directorship, and those in organisations with non-commercial objectives are not counted.

J.P. Morgan Europe Limited The J.P. Morgan Europe Limited (“JPMEL”) Board is comprised of three directors. The directors are: Ann Doherty Ms Doherty joined the Board of JPMEL in February 2015. She is currently a Managing Director, and is responsible for the Investor Services’ client practice in EMEA, which includes Asset Managers, pensions, sovereign wealth, bank and insurance clients. Prior to working at JPMorgan, Ms Doherty worked for KPMG. She serves on the JPM UK Foundation Governance Committee and is a Trustee of the Social Mobility Foundation. Ms Doherty holds a Bachelor of Commerce from University College, Dublin, and is a member of the Chartered Taxation Advisor. Mark Garvin Mr Garvin joined the Board of JPMEL in June 1992. Please see his biography above. Elena Korablina Ms Korablina joined the Board of JPMEL in June 2012. Please see her biography above. The directors hold the following number of directorships.

Ann Doherty NameGarvin Mark Elena Korablina

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Internal Directorships

External Directorships

1 1 1

0 1 0

CRD IV GOVERNANCE DISCLOSURES

Directorships held within the same group are counted as one directorship, and those in organisations with non-commercial objectives are not counted. Number of directorships All applicable companies have conducted a review of the number of directorships held by directors, and it has been concluded that no director holds more than the permitted combinations. A process is in place to ensure continuous compliance with the requirement by current directors, and the number of directorships held by a candidate for the position of director will be reviewed before they are appointed. Nomination Committees Nomination committees composed of non-executive directors have been established for J.P. Morgan Securities plc and J.P. Morgan Europe Limited, and the requirements set out in SYSC 4.3A.8 and 4.3A.9 have been incorporated into the terms of reference of these committees. J.P. Morgan Markets Limited and J.P. Morgan Limited have received waivers from the Financial Conduct Authority in relation to the governance requirements of CRD IV, and J.P. Morgan International Bank Limited is not considered significant, therefore these entities are not required to establish a nomination committee. Induction and Training Directors are provided with a robust induction and training programme specific to their role and duties as a director, together with continuous engagement to satisfy their ongoing development requirements. Diversity For further information in relation to diversity please refer to the below link. https://www.jpmorgan.com/country/GB/en/emea/crd4

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CRD IV GOVERNANCE DISCLOSURES

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