Morningstar Rating. Run annual strategy processes and develop strategic plans for BNY Mellon Executive Committee and Board of Directors. The registered office location is at Greenwich St, Ny . The Committee shall perform an annual evaluation of the registered independent public accountants' qualifications, performance, and independence and the performance of the lead engagement partner. advise the Board on corporate governance matters generally, and recommend to the Board appropriate or necessary actions to be taken by the Corporation, the Board and the committees of the Board, develop, recommend to the Board, and, at least annually, review the Corporate Governance Guidelines, lead the search for qualified directors, review qualifications of individuals suggested by shareholders and directors as potential nominees, and identify nominees who are best qualified, develop, recommend to the Board, and periodically review the criteria for selecting nominees for election as directors of the Corporation, which are reflected in the Corporate Governance Guidelines, with the goal of developing a diversity of background and experience on the Board, review the qualifications of potential director nominees and directors proposed for re-nomination to evaluate whether they are consistent with the criteria approved by the Board, recommend to the Board the nominees to be proposed by the Corporation for election as directors of the Corporation at the annual meeting of stockholders or to fill vacancies on the Board. Unless subsequently amended, such policy shall be that the Corporation will not hire any employee or former employee of the registered independent public accountants if such hiring would cause the registered independent public accountants to cease to be independent under applicable rules of the SEC. The Committee shall approve audit plans (and amendments to audit plans), resources, budgets and the outsourcing of functions to external vendors, if applicable. The Committee will review and assess the adequacy of this charter annually and recommend changes to the Board as necessary. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment and wealth management and investment services in 35 countries. Annually, the Audit Committee shall discuss with the registered independent public accountants and the Chief Audit Executive the responsibilities, budget and staffing of Internal Audit. Non-Executive Chair of Apollo Global Management and Former Chair of SEC, Chief Executive Officer and Co-founder, BNY Mellon plays a critical role in the global financial system, and it is our spirit of innovation, deep client relationships and culture that differentiate the company. I am grateful for the support of my colleagues across the company as I take up my new role. In addition to his BNY Mellon experience, Robin brings a global perspective and an exceptional understanding of capital markets, coupled with a strong commercial orientation and a wealth of experience from his various leadership roles over 26 years at Goldman Sachs. The Committee shall review financial forecasts, operating budgets, capital expenditures and expense management programs and progress relative to targets and relative to competitors. These statements are based upon current beliefs and expectations and are subject to significant risks and uncertainties (some of which are beyond BNY Mellon's control). We are proud of our client relationships, and we are stronger because of them. Prior to joining BNY Mellon in August 2018, Paul led global teams across Cash Management, Trade Finance and Commercial Payments for over 25 years. The Investor Solutions division is the company's Multi-Asset Solutions segment . We are proud of our client relationships, and we are stronger because of them. The Committee will review with management and the registered independent public accountants the content and the basis for reports relating to internal controls over financial reporting as required under the Federal Deposit Insurance Corporation Improvement Act of 1991. These products and services are usually sold through license agreements or subscriptions. The Committee will have the resources and authority necessary to discharge its responsibilities, including sole authority to retain and terminate the engagement of such consultants or independent counsel to the Committee as it may deem helpful in carrying out its responsibilities, and to establish the fees and other terms for the retention of such consultants and counsel, such fees to be borne by the Corporation. We also respect individual opinionsthey represent the unvarnished thinking of our people and exacting analysis of our research processes. Ms. Portney will continue serving as CFO through January 31, 2023 and will work closely with Mr. McDonogh to ensure a seamless transition. BNYMellon. The Committee also has the direct responsibility to annually evaluate and, as appropriate, replace the registered independent public accountants. Ask us how we can help you transform your business. INSITE is the essential event for the financial advice community. Part 363 for insured depository institution subsidiaries of the Corporation and may perform the functions of a fiduciary audit committee required by 12 C.F.R. The Committee shall annually receive from the independent public accountants a formal written statement of the fees billed in each of the last two fiscal years for each of the following categories of services rendered by the registered independent public accountants: (i) the audit of the Corporation's annual financial statements and the reviews of the financial statements included in the Corporation's Quarterly Reports on Form 10-Q or services that are normally provided by the registered independent public accountants in connection with statutory and regulatory filings or engagements; (ii) assurance andrelated services not included in clause (i) that are reasonably related to the performance of the audit or review of the Corporation's financial statements, in the aggregate and by each major type of service; (iii) tax compliance, tax advice and tax planning services, in the aggregate and by each major type of service; and (iv) all other products and services provided by the registered independent public accountants, in the aggregate and by each major type of service. Chief Executive Officer, BNY Mellon Investment Management. It is not intended for use by the general public. As I prepare to retire, I cannot think of a better person than Robin to ensure the company capitalizes on the broad range of opportunities ahead as the industry continues to evolve. At all times, the Committee shall have access to the books and records of the Corporation and to such management and other personnel as it deems necessary or helpful in discharging its duties. Investment Reporting: Staying on Top in the New Era. We are proud of our client relationships, and we are stronger because of them. executive offices no earlier than December 2, 2023 and no later than 5:00 p.m., Eastern time, on January 1, 2024. The Committee shall review with the registered independent public accountants the results of the audit, and the Committee shall discuss any management or internal control letter issued or proposed to be issued by the registered independent public accountants. Hanneke is the Global Chair of the 30% Club, a role she assumed in February 2023. At the end of 2020, 29% of BNY Mellon's Executive Committee were women and 20% of BNY Mellon's Executive Committee were from underrepresented ethnic and/or racial backgrounds. Ms. Portney will continue to report to BNY Mellon's CEO and serve as a member of the Executive Committee. This Executive Committee structure is in place since 2017. Deputy Chief Compliance Officer - Investments and Securities. Industry insights at-a-glance on the future of finance from voices at the heart of today's most important financial topics. President and Chief Executive Officer BNY Mellon About Robin JUNE 6-8, 2023 | ORLANDO, FL Ready to Go Beyond? Jennifer brings a unique insight to every matter she handles, reflecting her extensive practice both in law firms and in financial institutions' legal departments. Industry insights at-a-glance on the future of finance from voices at the heart of today's most important financial topics. At the end of 2020, 27% of our Board of Directors were women and 36% of our This, together with the trust and respect Todd has for him, gives us great confidence that Robin is the right person to steer BNY Mellon through its exciting next chapter of history. Follow us on Twitter @BNYMellon or visit our newsroom at www.bnymellon.com/newsroom for the latest company news. A meeting of the Committee may be called by its chairman or any two members of the Committee. Hanneke Smits is CEO of BNY Mellon Investment Management and a member of BNY Mellon's Executive Committee. In connection with this evaluation, at least annually, the Committee shall obtain and review a report by the registered independent public accountants describing: the firm's internal quality-control procedures; any material issues raised by the most recent internal quality-control review or peer review of the firm or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; the results of the most recent review of the firm by the Public Company Accounting Oversight Board (the PCAOB); and (to assess the registered independent accountants' independence) all relationships between the registered independent public accountants and the listed company (including, in the latter regard, the annual communications required under applicable requirements of the PCAOB regarding the independent accountant's communications with the audit committee concerning independence). DAVID WALTER MILLER (Registration #2235224) is an attorney in Ny admitted in the Second Judicial Department (seated in Brooklyn) of New York State in 1989, registered with the Office of Court Administration (OCA) of New York State Unified Court System. Annually, the Committee shall review management's report on internal control over financial reporting to be included in the Corporation's Annual Report on Form 10-K. Transparency is how we protect the integrity of our work and keep empowering investors to achieve their goals and dreams. We provide a platform for our authors to report on investments fairly, accurately, and from the investors point of view. Paul is a strategic thinker and change agent who is passionate about improving our company. Work. ", Mr. Gibbons said: "It has been an honor working for BNY Mellon over the last 36 years, in part because I firmly believe in the company's core mission and the value our services bring to clients and society. 2023 Pershing LLC. Whether providing financial services for institutions, corporations or individual investors, BNY Mellon delivers informed investment and wealth management and investment services in 35 countries. Catherine Keating is the CEO of BNY Mellon's Investor Solutions and Wealth Management divisions, and a member of BNY Mellon's Executive Committee. BNY Mellon is a destination for top talent, and the addition of Dermot to our firm will further enhance the strength of our industry-leading team. The Committee shall approve the appointment of the Chief Audit Executive, who will report directly to the Committee. Transparency is our policy. If the Committee performs the audit committee functions for an insured depository institution subsidiary of the Corporation, the Committee will oversee the internal audit function of such subsidiary. He was a member of Goldman Sachs' Firmwide Risk Committee, Firmwide Asset Liability Committee and European Management Committee. He is also a member of the BNY Mellon Executive Committee. The pandemic highlighted our important role in the global financial ecosystem as well as our resilience, and we stand today as market leader across many of our businesses. The Corporate Governance, Nominating and Social Responsibility Committee (the "Committee") is appointed by the Board of Directors (the "Board") for the following purposes: In carrying out its responsibilities, each Committee member shall be entitled to rely on the integrity and expertise of those persons providing information to the Committee and on the accuracy and completeness of such information, absent actual knowledge to the contrary.
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