JPMorgan Chase & Co

The Public Responsibility Committee is responsible for overseeing the Firm's positions and practices on public responsibility matters, including environmental sustainability, that reflect JPMorgan Chase's values and impact its reputation among shareholders and other stakeholders. Among the matters the Public Responsibility Committee periodically considers are the Firm's approach to and progress on sustainability initiatives and commitments, external policy developments related to energy and climate change, and stakeholder views. [...] The Firm belongs to a number of trade associations that advocate on major public policy issues of importance to the Firm and the communities we serve. The Firm's participation in these associations comes with the understanding that we may not always align with all their positions or those of its other members. We are committed to independent decision-making at the Firm and providing appropriate feedback on the efforts by these associations, including where there is misalignment between the Firm's climate objectives and trade association positions or activities. A list of the Firm's principal trade associations is disclosed in our Political Engagement Report.

JPMorgan Chase has long been engaged in the political process with governance and transparency being important components of our approach

###### Overview Process

 Governance and transparency are important components of our approach

 Our lobbying and political activities, as well as our governance and oversight practices, are described in detail on the Political Engagement and Public Policy Statement page of our website

 The Firm has paused all giving from its Political Action Committee ("PAC") to evaluate our overall PAC mission, governance and giving strategies

 We believe participation in the political process is essential and intend to maintain an employee political engagement program moving forward and continue to provide detailed public disclosure

 Given our prudent policies and practices we received the

**Trendsetter ranking (scoring 90% or higher, with a score** _of over 97%) for political disclosure and accountability by_ the most recent Center for Political Accountability-Zicklin Index of Corporate Political Accountability and Disclosure, which ranks the political spending disclosure of S&P 500 companies

 The Firm's political engagement and public policy activities are managed by our global Government Relations and Public Policy team ("GRPP") which pre-approves and manages all Firm-sponsored political activity and expenditures, in accordance with the Firm's Code of Conduct

 The GRPP team reports to the Head of Corporate Responsibility who regularly reports to the Public Responsibility Committee ("PRC") of the Board regarding the Firm's political activity, expenditures and engagement.

 At least once per year, the PRC reviews the Firm's significant policies and practices regarding political contributions, major lobbying priorities and principal trade association memberships, including their continued relevance to the Firm's public policy objectives.

 This organization and leadership helps us focus the Firm's political engagement efforts on those public policy issues most relevant to the long-term interests of the Firm and our clients and shareholders

###### The Firm has long been engaged in the political process and believes it is in shareholders best interest to do so; we will continue to provide detailed public disclosure about our activities and expenditures

### Firmwide Climate-Related Governance

Our corporate governance practices help us serve the interests of our stakeholders, including shareholders, customers, clients, employees and communities. The Firm believes that our continued success rests on adherence to our Business Principles, which focus on how we strengthen, safeguard and grow our company over time. These principles apply consistently across LOBs and geographies where we operate. We assess our governance structures, processes and controls, as appropriate, as we continue to advance our understanding of climate-related matters. The illustration on page 6 outlines how environmental sustainability and climate-related matters are overseen by the Board of Directors ("the Board") and senior management, and are managed within the Firm's LOBs.

### Board Oversight

The Board is responsible for oversight of the business and affairs of the Firm on behalf of shareholders. Oversight of ESG matters, including those related to environmental sustainability and climate, is an important part of the Board's work. In 2022, some of the topics discussed during Board and Committee meetings included climate risk, climate and ESG disclosure, and laws and regulations regarding access to financial services.

In addition, the five standing committees: Public Responsibility Committee, Compensation & Management Development Committee, Risk Committee, Audit Committee and Corporate Governance & Nominating Committee, operate pursuant to written charters and oversee ESG-related matters within their scope of responsibility. These charters can be accessed on our website. Our annual Proxy Statement includes additional information about the membership and responsibilities of each committee.

Climate- and ESG-related matters continue to be considered as part of our director education program. In 2022, directors participated in programs on a number of subjects, including sustainability updates, the Firm's climate risk management framework and ESG-related disclosure.

### Senior Management

Our management structure is designed to encourage leadership that is consistent with our corporate standards. With respect to climate-related matters, senior management's responsibilities include: consideration of climate-related risks in the Firm's strategy and operations, as well as the implementation of strategic climate-related business initiatives.

Our Firm's most senior management body is the Operating Committee ("OC"), which is composed of our Chief Executive Officer ("CEO"), Chief Risk Officer ("CRO"), Chief Financial Officer ("CFO"), General Counsel, CEOs of each of the LOBs and other senior executives. The OC and Board of Directors receive updates from the CRO, the Global Head of Sustainability, the Global Head of the Corporate Advisory and Sustainable Solutions ("CASS"), LOB CEOs and other senior leaders on climate-related initiatives, as appropriate. For more information on CASS, see page 9 in the Strategy section of the report.

Utilizing the Firm's emerging expertise on environmental topics, various climate related initiatives across LOBs are periodically managed through business reviews to encourage ongoing transition efforts. The Firmwide Environmental Committee ("FEC") — established in 2022 — reviews progress on environmental and climate initiatives and targets. Co-chaired by the CRO and the Global Head of Sustainability, the FEC's membership includes senior leaders from the LOBs, and the firmwide Climate Risk Executive, among others. The Co-chairs of the FEC are responsible for escalating information to the Board of Directors, as appropriate.

Finally, our Board of Directors plays a central role in the governance of ESG, both as a whole and across specific committees. For example, the Public Responsibility Committee provides oversight of diverse positions and practices on matters such as community, investment, fair lending, consumer practices and sustainability. The Risk Committee considers climate risk, and the Compensation Management Development Committee oversees the firm's culture including reviewing employee diversity, equity and inclusion programs. [...] In the past year, in addition to the work of these committees, all directors participate in full board discussions regarding the firm's approach to COVID-19, racial equity, and climate change. From the top down, we are committed to making sustainability a priority, making and following through on commitments that are good for the planet, good for the economy, and good for business.

As Head of ESG Investor Relations, I've been able to engage with many of you on these topics and then advise management, the Board and our lines of business on your views. On behalf of the Firm, I would like to thank you. Those engagements have been particularly helpful over the last year as an important input to the decisions we have announced today and the areas of disclosure we have sought to substantially enhance to give you greater transparency and comparability of information. [...] Our work on methane emission reduction and flaring is a great example of both balance and transparency. Although, as Michael talked about, oil and gas companies will make different choices about whether and how to evolve their businesses and product mixes, virtually all companies in the sector have an opportunity to reduce the operational emissions associated with the oil and gas in their product mix. [...] And so as was alluded to in our Climate Report, we strengthen the ambition of our oil and gas operational emissions intensity-reduction target to align with the net zero pathway and to achieve that, the methane- and flaring-related emissions we are seeking to reduce, they increase to 79% and 93% by 2030. So to be candid, those are large numbers in a relatively short time frame. [...] This methane paper that was released this morning on the methane emissions opportunity, it explains why those emission reductions are important, how we see monitoring and measurement technology changing what is possible and what roles JPMorgan can play to accelerate progress. We also introduced a new framework with eight key elements that comprise our perspective of what companies should consider implementing in their methane management plans. [...] On the one hand, climate has not been an issue that the Firm has lobbied on historically and our public policy-related engagements have generally emphasized core financial issues that most directly impact the banking sector. But on the other hand, as a Firm that supports real economy clients and invests in the low-carbon transition in a range of ways that we've heard about today, we recognize the need for thoughtful public policy that helps unlock capital to scale the deployment of decarbonization technologies and solutions. [...] First, we used our voice, including releasing a piece in the spring from two senior leaders, commenting on the tailwinds presented by the Inflation Reduction Act and identifying permitting reform and some other areas needed to achieve the stated policy goals. Another piece that was released by one of our business leaders during Climate Week this past fall, and that argued for expansion of a proven World Bank program, the Global Infrastructure Facility, to help mobilize capital for energy transition in emerging markets. [...] We also used our corporate philanthropy, providing the catalytic grants to help enable the launch of a new initiative, founded by former Secretary of Energy, Ernie Moniz, the Energy Futures Finance Forum. And I should recognize and thank Michael Johnson for serving on the advisory board to Secretary Moniz. That Center offers nonpartisan, fact-based policy recommendations to help attract more private capital for decarbonization, and they have released some detailed white papers on carbon capture and nuclear. [...] Lastly, we use our expertise and our convening power. In September, we were the sole bank, exclusive bank, to sponsor the Deploy23 conference, which took place with Department of Energy leadership in Washington, D.C., bringing together policymakers, investors and growth-stage companies in a discussion on deploying clean energy at scale.

Since becoming the first large U.S. bank to set 2030 portfolio-level emissions-intensity reduction targets for three key sectors, we have been building the foundation to work with clients to help them reach their climate goals and guide our portfolios. That includes the additional three key sector targets we have discussed today, our substantial scenario analysis and risk-management enhancements and our Carbon Assessment Framework that helps assess and support our clients' progress. We remain committed to executing on the climate strategy we first announced in May of 2021, including setting intermediary sector-based targets for 2030 that cover a significant majority of our total financed emissions and reporting on our progress and actions on an annual basis. [...] Moving forward as our panelists have covered today, this include our intention to enhance climate-related disclosures by sharing more details on our approach to absolute-based metrics, including disclosure of absolute financed emissions in key sectors, continuing to set portfolio-level targets for additional sectors and reevaluating the scenarios, which our original sector targets are based on with the goal to stay aligned to the best available science and transition pathways.

Political Engagement and Public Policy 55 [...] The Public Responsibility Committee of the JPMorgan Chase Board of Directors provides oversight of this work and is briefed on the Firm's progress. [...] In 2022, to reinforce the Firm's commitment to transparency, JPMorgan Chase retained an independent accountant to perform an independent attestation examination of the reported progress toward the Racial Equity Commitment. The decision to retain an independent accountant was made following engagement with shareholders and was informed through the firm's ongoing engagement with external civil rights and economic justice advisors. The Public Responsibility Committee of the JPMC Board of Directors provided oversight of the attestation engagement. The attestation examination was performed in accordance with the standards established by the American Institute of Certified Public Accountants. Their report includes an unqualified opinion that management's assertion regarding progress in disbursed and/or committed dollars and progress in units toward the Firm's Racial Equity Commitment is fairly stated, in all material respects; please see the 2022 Racial Equity Commitment Audit Report. The preparation for and completion of the independent third-party attestation examination has been a valuable process that will enhance future reporting. As we execute on our commitment, we will continue to report against our progress publicly."
"JPMorgan Chase believes that responsible corporate citizenship demands a strong commitment to a healthy and informed democracy through civic and community involvement. Our business is subject to extensive laws and regulations, and changes to such laws can signifcantly afect how we operate, our revenues and the costs we incur. Because of the impact public policy can have on our businesses, employees, communities and customers, we engage with policymakers holding a range of views on a range of issues—including banking, fnancial services, cybersecurity, workforce development, small business, tax, trade and inclusive economic growth, among others—to advance and protect the long-term interests of the Firm. The Firm's political engagement and public policy activities are managed by Global Government Relations. This organization and leadership helps us focus the Firm's political engagement eforts on those public policy issues most relevant to the long-term interests of the Firm overall and to our clients and shareholders. The Firm belongs to a number of trade associations and ESG-related initiatives that advocate on and help address major public policy issues of importance to the Firm and the communities we serve. The Firm's participation as a member of these associations and initiatives comes with the understanding that we may not always align with all their positions or those of its other members. We are committed to independent decision-making at the Firm and providing appropriate feedback on the eforts by these associations, including where there is misalignment between the Firm's ESG objectives and trade associations positions or activities. The Public Responsibility Committee of our Board of Directors provides oversight of our positions and practices on public responsibility matters, including signifcant policies and practices regarding political contributions, major lobbying priorities and principal trade association memberships that relate to the Firm's public policy objectives. Because of our policies and practices, we received a "Trendsetter" ranking in 2022, with an overall score of 97.1%, scoring in the top 20 of Fortune 500 companies for political disclosure and accountability by the CPA-Zicklin Index of Corporate Political Disclosure and Accountability. The Firm discloses on its website contributions made by the Firm's political action committees, contributions of corporate funds made in connection with ballot initiatives and information about our governance and oversight practices.

## Linda French

Global Head of Sustainability Policy and Regulation

So I lead the Firm's global engagement on climate and sustainability-related financial policy and regulation, which, I think it's important to make that distinction: it's financial policy and regulation. This very much looks like, for example, disclosure, where we're seeing a lot of policymaker and regulatory interest globally in corporate disclosure related to sustainability and climate issues. Bank-related disclosure, for example: also seeing a lot of banking regulators looking globally at how banks are managing climate risk. The degree to which banking regulators should be overseeing our decarbonization targets and our strategy on climate. Also seeing increasing interest from regulators around the concept of transition finance. So how are banks deploying capital in support of transition and where have the barriers kind of been and blockers with respect to deploying that finance? And then also voluntary carbon markets — a lot of regulatory interest of there as well.

So, the dual mandate is really around, on the one hand, externally making sure that we are positioned to be a constructive voice as regulators are thinking about how to achieve policy objectives in a way that is well-tailored and that also works for when you're thinking about us as this global financial institution, operating in all these different jurisdictions and needing to have a cohesive, global coordinated view of what that looks like and all those different moving pieces. And then at the same time, from the internal perspective, working across stakeholders, internally, to be able to really deeply understand the implications of new proposed rules or regulatory trends, because we need to both be able to communicate that feedback to the regulators — but also so that as the Firm, we're prepared in terms of regulatory and direction of travel. And no one is surprised kind of when a final rule comes out. And that's where, too, I think it's important to flag my dual-reporting structure, where I report to the Global Head of Sustainability. And then also with a dotted line to the Global Head of Regulatory Policy in Michelle's organization. So bringing that together, how we're thinking as a Firm about our sustainability strategy and also how we are thinking about that engagement with the policy and regulatory dialogue. [...] ## Linda French

Global Head of Sustainability Policy and Regulation

Well, having worked at a trade association also and spending a lot of time with our trade associations, they play an incredibly important role in the overall regulatory policy and process. Because if you're thinking about it: the regulator doesn't want feedback from thousands of individual companies. What they want is consolidated feedback from different constituencies that they can take. And then in a way, consider, as they're looking at finalizing a rule. And trade associations also have a lot of in-house niche expertise. That's really important. Thinking about the resources that are required to write, as a Firm, our own comment letter, for example, on a proposed regulation versus working with our trade associations. And them, also, I think it's important to flag that using our own voice can sometimes be counterproductive. And that's where, to state the obvious, climate-related financial regulation is heavily politicized. And there's often this assumption that any climate-related financial regulation is good for Net Zero outcomes. When at the end of the day: it's financial regulation. And like any other financial regulation where regulators are going to get some of it right, they're going to get some of it wrong. And they're trying to achieve a policy objective, but they don't necessarily know exactly how to get there. And they really need that feedback. And so thinking about the very broad spectrum of trade associations that we work with, and for some of them, we are the core constituency. And then there are others where we are very much not the core constituency. And we're one of many, many voices. So, as we're thinking about how to articulate issues and considerations for regulators, we are very much thinking about which trades represent which constituencies and working with them, with that in mind. [...] ## Linda French

Global Head of Sustainability Policy and Regulation

And that's where I think there is this common misconception that we can or should have all of our trades represent our voice exactly. And versus when you're looking across, again, at who is the core constituency of a trade. And I think a good example is our U.S. banking trades. So, we're a member of three U.S. banking trades. You have the Financial Services Forum, which is the U.S. G-SIBs. We are their core constituency. We have a very strong voice. Then you have Bank Policy Institute, BPI. They represent a broader tent, including a number of foreign banks. So we have a seat at that table, but at the same time, there are still a lot of different interests kind of in the mix there. And then, third, you have American Bankers Association, ABA. They represent all the banks in the U.S. and they are really the voice of the regional and smaller banks. So, thinking about it: we would not actually ask ABA to be our voice on something in a way that would not be representing their smaller or regional bank members. Because it is important that the regulator hears that feedback from the regional and smaller banks, even if it's feedback that is tough, that the regulator doesn't want to hear, because that's an important part of the process.

I think the one other thing that I want to mention, because I hear this come up a lot on my end, is this idea of ensuring alignment with our publicly stated goals on climate and this misconception that climate-related financial regulation can somehow be deemed to be aligned with 1.5 degrees or not aligned. And, I don't know that that's possible to do because not all financial climate-related financial regulation is actually well-tailored to deliver on the intended policy objective. And, just as one example we've seen — green taxonomies, globally, that were intended to increase investment in green economic activity — that have not achieved that objective and have instead resulted in compliance exercises that have diverted company resources away from pursuing sustainability outcomes. So I think it's not as simple and straightforward as it's often perceived to be. And instead, the way that we're thinking about it is: we need to deeply understand what are the implications of this regulation at the same time as looking at our strategy on climate and figuring out kind of where we can provide feedback around better achieving the intended policy objectives. [...] ## Stacey Friedman

Executive Vice President and General Counsel, JPMorgan Chase & Co.

Good morning and thank you for joining us today. Environmental, social and governance-related matters have been a growing area of interest for our investors and the diverse set of our stakeholders. Our investors and stakeholders have wide-ranging views on these matters. So today, I'd like to outline our Firm's approach in the context of how we conduct our business, how we think about policy in this area and how we engage with our shareholders.

On the business side, our long-term investors know us well. JPMorgan provides financials services for individuals and industries across geographies. We proudly serve more than 80 million households, 6.4 million small businesses in the United States and hundreds of thousands of companies in critical economic sectors. And we do not make decisions based on political or social agendas. We deal in facts. We work with shareholders, clients, customers and communities to fulfill banking's essential purpose of helping people, businesses of all sizes and vital institutions like schools, hospitals and governments, achieve their goals. We do not make our decisions on who we're going to work with or who we're not going to work with because of political, social or religious viewpoints, period.

As for sustainability, we aim to support inclusive, sustainable economic growth because we believe that our businesses thrive when all communities we serve do the same. We strive to build this actual commitment into our Firm's governance, into our structures, through oversight, through management and a culture of accountability. So, for example, when you look at our target, like our $2.5 trillion Sustainable Development Target, we got to that because we independently assessed what's reasonable, what's achievable, what will serve the best interests of our businesses and our clients, and then as we've worked against that target, we've continuously measured, monitored and assessed our progress and adjusted as the landscape for sustainable development evolves. And we work with a broad range of organizations that advance various interests every day.

At the end of the day, however, our decisions are always made independently. We don't boycott. We decide where and how to compete by assessing risk and opportunity. And the decisions we make are in service of the long-term interest of our Firm and its shareholders.

Moving to the more macro view, we take the same approach when thinking about policy. We believe that markets and economies of all sizes benefit when free and fair enterprise thrives. That creates innovation, that creates competition, it maximizes shareholder value. And we believe that policies that bring together free enterprise to help achieve sustainability with government and other participants, that's how we achieve our goals. We do not believe in weaponizing businesses to advance social or political agendas. When that happens, it's often the communities and customers who suffer, and that's why we believe the best answers reside in engagement in discourse over policy. We believe that we are most successful when we're working closely with government and other stakeholders. And indeed, throughout history, we've engaged with officials from all parties, companies in all industries and shareholders of all stripes in an effort to address the world's and our company's most pressing needs.

And we value engagement not just in policy, but on the shareholder front. Our Board and senior management spend a significant amount of time engaging with our shareholders all year. This isn't just about proxy season. It is part of how we run our Firm.

With respect to shareholder proposals, I can assure you we carefully consider each proposal. Of course, the Board focuses on its fiduciary duty to advance long-term financial interests of shareholders. But more specifically, we engage with proponents to better understand their views. We weigh the relevance of the subject matter of their proposal in the context of our business and its value to long-term shareholders. We consider the potential costs and benefits and importantly, when a proposal does make a pragmatic and well-evidenced case, we have a strong track record of agreeing.

This year, this included an agreement with the New York City Comptroller. The Comptroller engaged with us constructively, actually for years on climate matters, and they always thought about them as a long-term shareholder, what it would mean for other long-term shareholders as well. So when they came to us to request that we disclose a clean-energy financing ratio, we viewed that as reasonable. We viewed it as pragmatic. And we viewed it as part of an ongoing dialogue. They didn't prescribe how we should conduct our business. It wasn't in conflict with long-term investor goals and it made a lot of sense to us.

Indeed, today, if you look at the ESG Report that we just issued, it reflects actually a lot of good feedback we've received over the years that comes from constructive dialogue with many people who are here today and shareholders broadly. But the fact is, we've also faced increasing proposals over many years. And many of the proposals we receive provide no assessment of how they promote the interests of shareholders. Some proposals provide no empirical evidence of financial effectiveness. Some proposals have solutions without identifying a failure or a material problem. Some ask us to adopt practices that aren't common among our peers and there are others that are based on assertions about the Firm that we believe are inaccurate or misleading. And those proposals we don't support.

Now, this does not detract from our core view. We strongly value shareholder engagement. We acknowledge the diverse opinions and have grown and improved as a company because of engagement with our shareholders. And as shareholders themselves fulfill their responsibility to independently review these proposals, we urge you to evaluate them as we did. Examine the facts. Weigh the relevance of the subject matter to our business. Weigh the costs of the proposal and assess whether the proposal has put forward evidence that will contribute to long-term shareholder value.

In short, our Firm is dedicated to sustainability in our business operations. We've woven it into our governance and oversight. We advocate for it in policy matters. And as fiduciaries when it comes to shareholder engagement, we make fact-based, independent decisions, always prioritizing the long-term interests of our shareholders.

We're grateful for the valuable insights gained through constructive shareholder engagement. It helps us grow. It helps us improve. And we thank you for your ongoing support and commitment to our pursuit of sustainable, inclusive growth and long-term shareholder value. On behalf of the Firm, we appreciate your continued engagement with JPMorgan Chase.

###### Gianluca Cantalupi\n_Firmwide Risk Executive and Head of Climate, Nature and Social Risk, JPMorganChase_\n# A\n\nSure. I'll make it as easy as possible, but bear with me with some details on the process. So as I mentioned, the team is 50 people, but that's just the team reporting to me, the global team within second line. Now, still within the second line of defense, you have some specialists dedicated to climate risk. For instance, within market risk or within credit risk. Some of them even sit within legal entities, and then some of them sit within the lines of business. For instance, in the Private Banking ("PB") world there will be one specialist on climate risk. So that is the second line approach.\n\nThen, the first line is, I would say, more people even, right, and there's not just obviously the Center for Carbon Transition, Marilyn and team, but also Michael and the team there. There are also other business teams that have environmental, social, nature experts embedded and even people who don't have climate, nature, or social in their title, that are responsible anyway for identifying the risks. That is done as part of a process which is called material risk inventory. It's run every year, but refreshed every three months. Then on top of that process, there are transactions coming to the desks of the team and every transaction that has the potential to carry these sort of risks would then be escalated. There are some specialist teams, within the first line to do a first scan and then for the highest risk transactions, my team will come into play. Now I'm talking not just about climate but more on the nature and social risk side.\n\nAnother good example on how these hyper-dimensional metrics really comes together is the case of net zero, for instance. So, when trajectories are not going perhaps in the direction and with the exact speed of the line that we would all love to see, then my team will be contacted on a pre-trade basis, so if there is a significant risk for the transactions to, let's say, go in the opposite direction, or also on a portfolio level, for certain reviews. So, the first line and in particular, the Center for Carbon Transition will lead the show, but the second line would be present to review that.\n\nAnd maybe the last example I will make is the one on the Carbon Assessment Framework, which is really a framework shared across the board and is really embedded in the balance sheet committees, for instance, which is part of the discussion and is one of the inputs that we take into account, but is also used, as I said, in credit risk to potentially simulate credit rating changes and is used by my team for portfolio-level analysis and obviously by Center for Carbon Transition. So, it's a matrix that is complicated, but it does work quite smoothly in practice.

### Governance

We have an established governance process for our Target that is designed to provide accountability and assign responsibility for validating the quantifcation and tracking progress. This includes a cross-Line of Business and cross-functional group responsible for approving the quantifcation approach, documentation and reporting associated with transactions that contribute toward the Target. Senior management, including members of the Operating Committee, are periodically briefed on topics pertaining to the Target.