Primary Responsibilities:
∎ Assist
our Board with the oversight of the qualifications, independence, and performance of the Companys independent registered public accounting firm
∎ Oversee
the appointment, compensation, retention, and work of the Companys independent registered public accounting firm
∎ Assist
our Board with the oversight of the integrity of the Companys financial statements, including matters related to internal controls over financial reporting
∎ Review
and discuss with management their assessment of the effectiveness of the Companys disclosure controls and procedures and whether any changes are necessary in light of such assessment
∎ In consultation with the Risk Committee, review and discuss with the Chief Risk Officer and management (i) the key guidelines and policies
governing the Companys significant processes for risk assessment and risk management; and (ii) the Companys major financial risk exposures and the steps management has taken to monitor and control such exposures
∎ Oversee the Chief Audit Officer and the internal audit function
∎ Approve or replace the Chief Audit Officer, as appropriate, and annually review the performance, independence, and compensation of the Chief Audit
Officer
∎ Oversee
compliance by the Company with legal and regulatory requirements
∎ Perform
the fiduciary audit function as the audit committee of our bank subsidiaries in accordance with federal banking regulations
∎ Review
the Companys ethics program that monitors compliance with the Companys Code of Conduct and the record of such compliance
∎ Review
and recommend to the Board (or disinterested members of the Board, as appropriate) approval of (i) the Companys Code of Conduct and any material changes thereto; and (ii) any waiver of the Code of Conduct for directors and certain
executive officers |
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Primary Responsibilities:
∎ Evaluate,
approve, and recommend to the Independent Directors the CEOs compensation, including any salary, incentive awards, perquisites, and termination arrangements, in light of the Compensation Committees assessment of his performance and
anticipated contributions with respect to the Companys strategy and objectives
∎ Review,
approve, and recommend the salary levels, incentive awards, perquisites, and termination arrangements for Senior Management, other than the CEO, to the Independent Directors
∎ Review and approve the Companys goals and objectives relevant to compensation, oversee the Companys policies and programs relating to
compensation and benefits available to Senior Management with a goal of aligning the policies and programs with such goals and objectives, and review relevant market data relating to compensation and benefits
∎ Oversee incentive compensation programs for Senior Management and others who can expose the Company to material risk with a goal that such programs
be designed and operated in a manner that achieves balance and is consistent with safety and soundness
∎ Review
data and analyses to allow an assessment of whether the design and operation of incentive compensation programs is consistent with the Companys safety and soundness as provided under applicable regulatory guidance
∎ Administer Capital Ones 2004 Stock Incentive Plan, 2002 Associate Stock Purchase Plan, and other compensation and benefits plans
∎ Periodically review and recommend director compensation to the Board
∎ Based on a review and discussion with management, recommend the inclusion of the Compensation Discussion and Analysis in our annual proxy
statement The Compensation Committee may
delegate authority as it deems appropriate in furtherance of its responsibilities to one or more subcommittees of directors consisting of one or more members of the Compensation Committee as appropriate, or to management. The Independent Directors
may meet with the Compensation Committee, as appropriate, to review and approve compensation for the CEO and Senior Management. |