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September 20, 2022
Richard D. Fairbank
Chief Executive Officer
Capital One Financial Corporation
1680 Capital One Drive
McLean, Virginia 22102
Re: Capital One
Financial Corporation
Definitive Proxy
Statement on Schedule 14A
Filed March 21,
2022
File No. 001-13300
Dear Mr. Fairbank:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 21, 2022
General
1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address how
the experience of your Lead Independent Director is brought to
bear in connection with
your board s role in risk oversight.
2. Please expand upon the
role that your Lead Independent Director plays in the leadership
of the board. For
example, please enhance your disclosure to address whether or not your
Lead Independent
Director may:
represent the board
in communications with shareholders and other stakeholders;
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.
3. Please expand upon how
your board administers its risk oversight function. For example,
please disclose:
the timeframe over
which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how
you apply different oversight standards based upon the
Richard D. Fairbank
Capital One Financial Corporation
September 20, 2022
Page 2
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Amanda Ravitz at 202-551-3412 or Barbara Jacobs at
202-551-3735 with
any questions.
FirstName LastNameRichard D. Fairbank Sincerely,
Comapany NameCapital One Financial Corporation
Division of
Corporation Finance
September 20, 2022 Page 2 Disclosure
Review Program
FirstName LastName