bank of america credit committee charter
TRANSCRIPT
KM# 16799898
BANK OF AMERICA CORPORATIONCREDIT COMMITTEE CHARTER
As of July 28, 2010
Purpose
The Credit Committee (the “Committee”) of Bank of America Corporation (the “Company”) isresponsible for exercising oversight of senior management’s identification and management of theCompany’s credit exposures on an enterprise-wide basis and the Company’s responses to trends affectingthose exposures, and oversight of senior management’s actions to ensure the adequacy of the allowancefor credit losses and the Company’s credit-related policies.
Membership
The Committee shall consist of no fewer than three non-management members of the Board of Directorsof the Company (the “Board”). The members of the Committee and the chair of the Committee shall beappointed, and may be replaced, by the Board on the recommendation of the Corporate GovernanceCommittee.
Committee Authority and Responsibilities
In performing its oversight responsibilities as set forth above, the Committee shall oversee seniormanagement’s establishment of policies and guidelines, to be adopted by the Board, articulating theCompany’s tolerances with respect to credit risk, and shall oversee management’s administration of, andcompliance with, these policies and guidelines. The Committee shall oversee senior management’sestablishment of appropriate systems (including policies, procedures, management committees and creditrisk stress testing) that support measurement and control of credit risk, and shall periodically reviewmanagement’s strategies, policies and procedures for managing credit risk, including credit qualityadministration, underwriting standards, and the establishment and testing of allowances for credit losses.The Committee shall oversee management’s administration of the Company’s credit portfolio, includingmanagement’s responses to trends in credit risk, credit concentration and asset quality, and shall receiveand review reports from senior management (and appropriate management committees and CreditReview) regarding compliance with applicable credit risk related policies, procedures and tolerances.
In addition, the Committee shall coordinate as appropriate its oversight of credit risk with the EnterpriseRisk Committee in order to assist the Enterprise Risk Committee in its task of overseeing the Company’soverall management and handling of risk, and with the Audit Committee in order to assist the AuditCommittee in its task of assessing the Company’s risk management and policies. The Committee furtherwill report the Committee’s review of the Company’s allowance for credit losses to the Audit Committeeon a quarterly basis.
The Committee’s chair shall report its findings to the Board at each regular meeting. The Committeeshall review and reassess this Charter annually and recommend any proposed changes to the Board forapproval and shall conduct an annual review of its own performance.
Additional Authority
The Board delegates to the Committee, in order to further the performance of the Committee’sresponsibilities, the power and authority to obtain, at its discretion, advice and assistance from internal orexternal financial, legal, accounting or other advisors, and to hire and compensate such external advisorsat the Company’s expense.
The Committee may form, and delegate authority to, subcommittees when appropriate.