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Board Charters, Board Committee Charters and Other Governance Documents

OCC Board Charter

The Board is responsible for advising management and overseeing the management of the business and affairs of OCC to promote the safe and efficient operation of OCC; maintain a sound risk management framework for comprehensively managing the risks that arise in or are borne by OCC in light of OCC’s role as a systemically important financial market utility; and pursue objectives that are consistent with the interests of its stakeholders and support the public interest.

The Board's Charter also refers to the Fitness Standards for Directors, Clearing Members and Others and Director Code of Conduct (both adopted by the Board).

Board of Directors Charter and Corporate Governance Principles

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Director Code of Conduct

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OCC Corporation Fitness Standards

The Board and OCC’s stockholders have established qualification and fitness standards for: (i) Directors, (ii) clearing members, and (iii) any person affiliated with a Director or a clearing member. The criteria of the applicable Fitness Standards are used in nominating Directors and in admitting clearing members or otherwise granting direct access to the settlement or clearing activities of OCC.

Fitness Standards for Directors, Clearing Members and Others

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OCC Board Committee Charters

The Board currently has five committees: the Audit Committee, the Compensation and Performance Committee, the Governance and Nominating Committee, the Risk Committee and the Technology Committee.

Audit Committee Charter

The Board has established an Audit Committee to assist the Board in overseeing OCC's financial reporting process, OCC's system of internal control, OCC's auditing process, OCC's process for monitoring compliance with applicable laws and regulation, and OCC's compliance and legal risks.

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Compensation and Performance Committee Charter

The Board has established a Compensation and Performance Committee to assist the Board in overseeing general business, regulatory capital, investment, corporate planning, compensation and human capital risks as well as executive management succession planning and performance assessment.

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Governance and Nominating Committee Charter

The Board has established a Governance and Nominating Committee to assist the Board in overseeing OCC's corporate governance processes, including assessing that OCC's governance arrangements are clear and transparent, establishing the qualifications necessary for Board service to ensure that the Board is able to discharge its duties and responsibilities, identifying and recommending to the Board candidates eligible for service as Public Directors and Member Directors, and resolving certain conflicts of interests.

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Regulatory Committee Charter

The Board has established a Regulatory Committee to assist the Board in overseeing OCC's efforts to demonstrate compliance with its regulatory obligations with particular attention to the Regulatory Compliance Oversight Group ("RCOG"), a working group established by OCC management.

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Risk Committee Charter

The Board has established a Risk Committee to assist the Board in overseeing OCC's financial, collateral, risk model and third party risk management processes.

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Technology Committee Charter

The Board has established a Technology Committee to assist the Board in overseeing OCC's information technology strategy and other company-wide operational capabilities.

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