SlideShare ist ein Scribd-Unternehmen logo
1 von 15
Downloaden Sie, um offline zu lesen
GM BOARD OF DIRECTORS
                           CORPORATE GOVERNANCE GUIDELINES
                                       (INDEX)
Selection and Composition of the Board
     1) Board Membership Criteria
     2) Selection of New Directors
     3) Extending the Invitation to a Potential Director to Join the Board
     4) Resignation Policy Relating to Majority Voting for Directors
     5) Director Orientation and Continuing Education
Board Leadership
     6) Selection of Chairman and Chief Executive Officer
     7) Chair of the Directors and Corporate Governance Committee
Board Composition and Performance
     8) Size of the Board
     9) Mix of Management and Independent Directors
    10) Board Definition of What Constitutes Independence for Directors
    11) Former Chairman and Chief Executive Officer Board Membership
    12) Directors Who Change Their Present Job Responsibility
    13) Limits on Outside Board Memberships
    14) Meeting Attendance
    15) Term Limits and Retirement Age
    16) Board Compensation
    17) Loans to Directors and Executive Officers
    18) Stock Ownership by Non-Employee Directors
    19) Executive Sessions of Independent Directors
    20) Role of the Presiding Director
    21) Access to Outside Advisors
    22) Assessing the Board’s Performance
    23) Ethics and Conflicts of Interest
    24) Confidentiality
    25) Board’s Interaction with Advisors, Institutional Investors, Press, Customers, etc.
Board Relationship to Senior Management
    26) Regular Attendance of Non-Directors at Board Meetings
    27) Board Access to Senior Management
Meeting Procedures
    28) Selection of Agenda Items for Board Meetings
    29) Board Materials Distributed in Advance
    30) Board Presentations
Committee Matters
    31) Board Committees
    32) Committee Performance Evaluation
    33) Assignment and Rotation of Committee Members
    34) Frequency and Length of Committee Meetings
    35) Committee Agenda
Leadership Development
    36) Formal Evaluation of the Chairman and Chief Executive Officer
    37) Succession Planning
    38) Management Development

Adopted January 1994
Revised October 2008
THE MISSION OF THE
                       GENERAL MOTORS BOARD OF DIRECTORS

The General Motors Board of Directors (the “Board”) represents the owners’ interest in
perpetuating a successful business, including optimizing long-term financial returns. The Board
is responsible for determining that the Corporation is managed in such a way to ensure this result
while adhering to the laws of the jurisdictions within which it operates and observing high
ethical standards. This is an active, not a passive, responsibility. The Board has the
responsibility to ensure that in good times, as well as difficult ones, management is capably
executing its responsibilities. The Board’s responsibility is to regularly monitor the effectiveness
of management policies and decisions including the execution of its strategies.

In addition to fulfilling its obligations for increased stockholder value, the Board has
responsibility to GM’s customers, employees, suppliers and to the communities where it operates
-- all of whom are essential to a successful business. All of these responsibilities, however, are
founded upon the successful perpetuation of the business.

  GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES

Selection and Composition of the Board

        Board Membership Criteria
   1)

        The Directors and Corporate Governance Committee is responsible for reviewing with
        the Board, on an annual basis, the appropriate skills and characteristics required of Board
        members in the context of the current make-up of the Board. Final approval of a
        candidate is determined by the full Board. In assessing potential new directors, the
        Committee considers individuals from various disciplines and diverse backgrounds. The
        selection of qualified directors is complex and crucial to GM’s long-term success.
        Potential Board candidates are evaluated based upon various criteria, such as (1) their
        broad-based business, governmental, non-profit, or professional skills and experiences
        that indicate whether the candidate will be able to make a significant and immediate
        contribution to the Board’s discussion and decision-making in the array of complex
        issues facing the Corporation; (2) exhibited behavior that indicates he or she is committed
        to the highest ethical standards and the values of the Corporation; (3) special skills,
        expertise, and background that add to and complement the range of skills, expertise, and
        background of the existing directors; (4) whether the candidate will effectively,
        consistently, and appropriately take into account and balance the legitimate interests and
        concerns of all our stockholders and other stakeholders in reaching decisions; and (5) a
        global business and social perspective, personal integrity, and sound judgment. In
        addition, directors must have time available to devote to Board activities and to enhance
        their knowledge of General Motors and the global automotive industry. To assist in the
        identification and evaluation of qualified director candidates, the Corporation on occasion
        has engaged a search firm.

        The Directors and Corporate Governance Committee annually reviews the membership
        criteria and modifies them as appropriate.
                                                -1-
Adopted January 1994
Revised October 2008
Selection of New Directors
   2)

        The Board itself is responsible, in fact as well as procedure, for selecting its own
        members and in recommending them for election by the stockholders. The Board
        delegates the screening process involved to the Directors and Corporate Governance
        Committee with direct input from the Chairman and Chief Executive Officer. The
        Directors and Corporate Governance Committee will consider director nominees
        recommended by stockholders. The Committee uses the same criteria for screening
        candidates proposed by stockholders, members of the Board, and members of senior
        management. Between annual stockholder meetings, the Board may elect directors to
        serve until the next annual meeting.

        Extending the Invitation to a Potential Director to Join the Board
   3)

        The invitation to join the Board is extended by the Board itself via the Chairman and
        Chief Executive Officer of the Corporation, together with an independent director, when
        appropriate.

        Resignation Policy Relating to Majority Voting for Directors
   4)

        GM’s Bylaws provide that, in uncontested elections (i.e., those where the number of
        nominees is the same as the number of directors to be elected), directors are elected by a
        majority of the votes cast. The Bylaws further provide that in order for any incumbent
        director to become a nominee of the Board for further service on the Board, such person
        must submit an irrevocable resignation, contingent (i) on that person not receiving more
        than 50% of the votes cast, and (ii) acceptance of that resignation by the Board in
        accordance with policies and procedures adopted by the Board for such purposes.

        Within 90 days after receipt of the Certified Vote, the Directors & Corporate Governance
        Committee and the Board will consider the tendered resignation(s) in light of the best
        interests of GM and its stockholders. In determining whether to accept or reject the
        resignation(s), or whether other action should be taken to select substitute person(s) to
        serve as a director(s) in place of an unsuccessful incumbent, the Committee and the
        Board may consider any factors they determine appropriate and relevant, but in any event
        will accept the resignation of an unsuccessful incumbent absent a compelling reason to
        reject the resignation. Compelling reasons for rejecting a resignation might include,
        among other things and without limitation; (i) any stated reasons why stockholders voted
        against such director; (ii) any alternatives for addressing the reason for the “against”
        votes; (iii) loss of a given director would eliminate a financial expert from the Audit
        Committee; (iv) loss of a given director would cause the Board to have less than a
        majority of independent directors; (v) loss of a given director would cause the
        Corporation to fail to satisfy stock exchange listing requirements; (vi) loss of a given
        director would result in a default or breach under any loan covenants; or (vii) loss of a
        given director would trigger a significant payment under an executive employment
        contract(s) or other contract(s).

                                                -2-
Adopted January 1994
Revised October 2008
The Board expects an unsuccessful incumbent to exercise voluntary recusal from
        participation, except in limited circumstances, in considering and acting upon the
        recommendation of the Directors and Corporate Governance Committee or the decision
        of the Board of Directors with regard to these matters.

        Within four business days following acceptance or rejection of the resignation, the
        Corporation will file a report with the U.S. Securities and Exchange Commission on
        Form 8-K in which it will publicly disclose its decision and set forth in reasonable detail
        the rationale relied upon by the Board in making that decision.

        If all directors are unsuccessful incumbents following an annual or special meeting of
        stockholders (or solicitation of written consent of stockholders), the incumbent Board
        will nominate a new slate of directors and, within 180 days after the certification of the
        stockholder vote, hold a special meeting for the purpose of electing a Board of Directors.
        In such circumstances, the incumbent Board will continue to serve until new directors are
        elected and qualified.

        Director Orientation and Continuing Education
   5)

        The Board and management conduct a comprehensive orientation process for new
        directors to become familiar with the Corporation’s business plans, financial matters,
        strategies, challenges, vision, core values and ethics, corporate governance practices and
        other key policies and practices through a review of background material and meetings
        with senior management. Board members are encouraged to visit GM facilities for
        continued training and to ask for information on areas relevant to their service on the
        Board. In addition, directors have the opportunity to visit auto shows. The Board also
        recognizes the importance of continuing education for its directors and is committed to
        provide such education in order to improve both Board and committee performance. The
        Board acknowledges that director continuing education may be provided in a variety of
        different forms including: external or internal education programs, presentations or
        briefings on particular topics, educational materials, meetings with key management and
        visits to the Corporation’s facilities. It is the responsibility of the Directors and
        Corporate Governance Committee to advise the directors about their continuing
        education on subjects that would assist them in discharging their duties, including
        leading-edge corporate governance issues. Directors are encouraged to attend, at GM’s
        expense, continuing education programs sponsored by educational and other institutions.

Board Leadership

        Selection of Chairman and Chief Executive Officer
   6)

        The Board should be free to make this choice any way that seems best for the
        Corporation at a given point in time.

        Therefore, the Board does not have a policy, one way or the other, on whether or not the
        role of the Chairman and Chief Executive Officer should be separate or combined and, if


                                                -3-
Adopted January 1994
Revised October 2008
it is to be separate, whether the Chairman should be selected from the non-employee
        directors or be an employee.

        Chair of the Directors and Corporate Governance Committee
   7)

        The Chair of the Directors and Corporate Governance Committee is an independent
        director and acts as the Presiding Director for the executive sessions of the independent
        directors and in communicating the Board’s annual evaluation of the Chairman and Chief
        Executive Officer. The Chair of the Committee, together with the members of that
        committee, develops the agendas for those executive sessions and periodically reviews
        and proposes revisions to the Board's procedures and the Corporate Governance
        Guidelines.

Board Composition and Performance

        Size of the Board
   8)

        The Bylaws provide that the number of directors may be changed by the Board. The size
        of the Board, as stated in the Bylaws or established by a Board resolution, is reassessed at
        least annually by the Directors and Corporate Governance Committee to determine if a
        different number would be more effective. Under section 2.1 of GM’s Bylaws, the
        number of directors will not be fewer than three or more than 17, unless otherwise
        consented to by GM stockholders. If any of the Board’s nominees is unable to serve as a
        director, or if any director leaves the Board between annual meetings of stockholders, the
        Board may reduce the number of directors by resolution or elect a replacement director
        upon the recommendation of the Committee.

        Mix of Management and Independent Directors
   9)

        The Board believes that as a matter of policy, there should be a substantial majority of
        independent directors on the GM Board (as defined in Bylaw 2.11). The Board believes
        that management should encourage senior managers to understand that Board
        membership is not necessary or a prerequisite to any higher management position in the
        Corporation. Senior executives other than the Chairman and Chief Executive Officer
        currently attend Board meetings on a regular basis even though they are not members of
        the Board.

        On matters of corporate governance, while the Board assumes decisions will be made by
        the independent directors, input in any policy formulation and discussion from directors
        who are employees is welcome and expected unless the issue involves an actual conflict
        of interest with such directors.

   10) Board Definition of What Constitutes Independence for Directors

        The Board is comprised of a substantial majority of directors who qualify as independent
        under the Listing Standards of the New York Stock Exchange (NYSE). The Directors
        and Corporate Governance Committee reviews annually its compliance with Bylaw 2.11.
                                                -4-
Adopted January 1994
Revised October 2008
The Bylaw defines the term “independent” as qualifying as independent under any
          standards of “independence” adopted by the Securities and Exchange Commission (SEC)
          under the Sarbanes-Oxley Act of 2002 and the NYSE in its Corporate Governance Rules.

          The Directors and Corporate Governance Committee assesses the independence of each
          director and individual nominated for election to the Board and makes recommendations
          to the Board as to his or her independence. As part of this analysis, the Committee must
          review and conclude whether each director who is not currently an employee of the
          Corporation (1) satisfies the quantitative independence criteria incorporated by reference
          in Bylaw 2.11 and (2) is free from any qualitative relationship that would interfere with
          the exercise of independent judgment.

          For a director to be considered independent, the Board must make an affirmative
          determination that the director does not have any material relationship with GM other
          than as a director. In assessing materiality of a director’s relationship to GM, the Board
          considers all relevant facts and circumstances in making an independence determination,
          and not merely from the standpoint of the director, but also from that of persons or
          organizations with which the director has an affiliation.

      An independent director of the Corporation is a director who:

          During the past three years, the Corporation has not employed the director, and has not
           employed (except in a non-executive capacity) any of his or her immediate family
           members.
          During the past three years, the director has not received any direct compensation from
           the Corporation other than director fees or other forms of deferred compensation. No
           immediate family members of the director have received any compensation other than
           for employment in a non-executive capacity.
          Neither the director, nor any of his or her immediate family members, is currently
           employed by (or affiliated with) the Corporation’s auditors; and during the past three
           years, neither the director nor any of his or her immediate family members have been
           employed by (or affiliated with) the Corporation’s auditors and personally worked on
           the Corporation’s audit.
          During the past three years, neither the director, nor any of his or her immediate family
           members, has been part of an “interlocking directorate” in which an executive officer of
           the Corporation serves on the compensation (or equivalent) committee of another
           company that employs the director.
          During the past three years, neither the director, nor any of his or her immediate family
           members, has been employed (except in a non-executive capacity) by a significant
           supplier or customer of the Corporation or any affiliate of such supplier or customer.
           For the purposes of this standard, a supplier or customer shall be considered significant
           if its sales to, or purchases from, the Corporation represent the greater of $1 million or
           2 percent of the Corporation’s or the supplier’s or customer’s consolidated gross
           revenues.
          During the past three years, neither the director nor any of his or her immediate family
           members has been associated with a charitable organization that received contributions
           from GM (including the GM Foundation) that exceeded the greater of $1 million or 2

                                                  -5-
Adopted January 1994
Revised October 2008
percent of the organization’s annual total revenues including contributions; or that were
           otherwise of an amount or nature that impeded the exercise of the director’s
           independent judgment.

           In determining if other relationships between GM and its directors would interfere with
           the exercise of independent judgment, the Board considers the nature of the relationship
           between the GM director and the supplier or customer. If the GM director serves on the
           Board of the other company but is not an employee, the relationship is not deemed to
           interfere with the exercise of independent judgment unless the company’s sales to, or
           purchases from, GM exceed 5 percent of the annual revenue of either company.

           Each independent director will notify the Chair of the Directors and Corporate
           Governance Committee, as soon as practicable, of any event, situation or condition that
           may affect the Board’s evaluation of his or her independence.

   11) Former Chairman and Chief Executive Officer Board Membership

        The Board believes that it is preferable that the Chairman and Chief Executive Officer
        not continue to serve on the Board following retirement from GM.

   12) Directors Who Change Their Present Job Responsibility

        It is the sense of the Board that when a director’s principal occupation or business
        association changes substantially from the position he or she held when originally invited
        to join the Board, the director will tender a letter of resignation to the Directors and
        Corporate Governance Committee. Such Committee will review whether the new
        occupation, or retirement, of the director is consistent with the specific rationale for
        originally selecting that individual and the guidelines for Board membership. The
        Committee will recommend action to be taken regarding the resignation based on the
        circumstances of retirement, if that is the case, or in the case of a new position, the
        responsibility and type of position, and industry involved. The bias of the Committee
        will be to accept the resignation if the basis for originally selecting the individual no
        longer exists.

   13) Limits on Outside Board Memberships

        Currently, non-employee directors are encouraged to limit the number of other boards of
        U.S. public companies (excluding non-profits and subsidiaries) on which they serve, to
        no more than four, taking into account potential board attendance, participation and
        effectiveness on these boards. Directors who are first elected after January 1, 2009 will
        agree not to serve as a member of more than four boards of U.S. public companies
        (excluding non-profits and subsidiaries), including GM. As of the Corporation’s 2010
        annual meeting, any director then on the Board who serves as a member of more than
        four boards of U.S. public companies (excluding non-profits and subsidiaries) will agree
        not to accept any additional board positions at a U.S. public company (excluding non-
        profits and subsidiaries). The number of audit committees on which the Corporation’s
        Audit Committee members may sit concurrently is reviewed annually by the Directors
                                                 -6-
Adopted January 1994
Revised October 2008
and Corporate Governance Committee and the Board. Directors first elected to the Board
        after January 1, 2009 will be permitted to serve on the Audit Committee if that director
        does not also serve on the audit committees of more than three other U.S. public
        companies (excluding non-profits and subsidiaries). The limitations in this guideline may
        be waived by GM’s independent directors with respect to any specific director or
        directors if the independent directors determine it is in the interests of the Corporation to
        do so. Non-employee directors should advise the Chairman of the Board and the Chair of
        the Directors and Corporate Governance Committee in advance of accepting an invitation
        to serve on another board.

   14) Meeting Attendance

        Directors are expected to attend meetings of the Board, committees on which they serve,
        the Annual Meeting of Stockholders and any special meetings. Directors who for two
        consecutive years do not attend at least 75 percent of the meetings of the Board and 75
        percent of the meetings of committees on which they serve will not be re-nominated to
        the Board, unless the Board determines that the re-nomination is in the interests of GM
        and discloses the reasons for doing so in the proxy statement for the meeting at which
        directors will be elected.

   15) Term Limits and Retirement Age

        The Board does not believe it should establish term limits. While term limits could help
        ensure that there are fresh ideas and viewpoints available to the Board, they hold the
        disadvantage of losing the contribution of directors who have been able to develop, over
        a period of time, increasing insight into the Corporation and its operations and, therefore,
        provide an increasing contribution to the Board as a whole.

        As an alternative to strict term limits, the Directors and Corporate Governance
        Committee, in conjunction with the Chairman and Chief Executive Officer, formally
        reviews each director’s continuation on the Board every five years. This also allows each
        director the opportunity to conveniently confirm his/her desire to continue as a member
        of the Board.

        It is the general policy of the Board that non-employee directors will not stand for re-
        election after reaching age 72, although they have the flexibility to voluntarily retire at
        age 70, if they desire.

   16) Board Compensation

        Only non-employee directors receive payment for serving on the Board. It is appropriate
        for the staff of the Corporation to report once a year to the Directors and Corporate
        Governance Committee the status of GM Board compensation in relation to
        compensation paid to directors at comparable corporations. As part of a director’s total
        compensation and to create a direct linkage with corporate performance, the Board
        believes that a significant portion of a director’s retainer (i.e., 70 percent or greater)
        should be provided as equity which must be held until retirement from the Board.
                                                 -7-
Adopted January 1994
Revised October 2008
Members of the Audit Committee may not directly or indirectly receive any
        compensation from the Corporation other than their compensation for service as
        Directors. Directors are reimbursed for travel expenses incurred in connection with their
        duties as directors.

        Changes in Board compensation, if any, should come at the suggestion of the Directors
        and Corporate Governance Committee, but with full discussion and concurrence by the
        Board.

   17) Loans to Directors and Executive Officers

        It is the policy of the Corporation not to make any personal loans to its directors and
        executive officers.

   18) Stock Ownership by Non-Employee Directors

        Non-employee directors are required to own stock, share units or other equity equivalents
        (excluding stock options) equal in value to five times their annual retainer within five
        years of joining the Board or the adoption of this ownership requirement in 2004. To
        take into consideration the volatility of the stock market and the long-term nature of the
        holding requirement, compliance is measured by valuing the director’s stock at a three-
        year average stock price. The Directors and Corporate Governance Committee may
        exercise its discretion in enforcing this guideline when the value of accumulated GM
        common stock or share units or the size of the required holding is unduly affected by
        temporary significant declines in the price of GM common stock or recent significant
        changes in director compensation. Once the minimum ownership requirement (now $1
        million) has been satisfied, the director’s ownership of at least the same number of shares
        or units will satisfy the requirement, regardless of changes in the market value of the
        stock. Ownership guidelines are reviewed each year to ensure they continue to be
        effective in aligning directors’ and stockholders’ interests. In addition, the non-employee
        directors are also prohibited during their term on the Board from selling any GM equity
        instruments, except for cashless exercise of stock options granted prior to 2003 (when
        options were eliminated from non-employee director compensation).

   19) Executive Sessions of Independent Directors

        The independent directors of the Board meet in executive session at least three times each
        year. In general, time is reserved following each regularly scheduled Board meeting
        should the non-management directors wish to meet in executive session and, in practice,
        the independent directors may meet much more frequently than the minimum. The
        Presiding Director at these sessions is the Chair of the Directors and Corporate
        Governance Committee who is elected by the independent directors. GM employee staff
        that assists the Board may be present, at the discretion of the independent directors on the
        Board.

        During the course of these sessions, the non-management directors review CEO
        performance, compensation, and succession planning; future Board agendas and the flow
                                                -8-
Adopted January 1994
Revised October 2008
of information to directors; the Board’s corporate governance matters; and any other
        issues raised by the independent directors.

   20) Role of the Presiding Director

        The Presiding Director, who is the Chair of the Directors and Corporate Governance
        Committee, is selected annually by majority vote of the independent directors. This
        position rotates at least once every five years, unless GM’s independent directors
        determine that it is in the interests of the Corporation to extend this limit. In addition to
        serving as the Chair of the executive sessions of the independent directors, the Presiding
        Director is also responsible for advising the Chairman and Chief Executive Officer of
        decisions reached, and suggestions made, at executive sessions. Agendas for Board
        meetings are developed by the Chairman and Chief Executive Officer with input from the
        Board. The Presiding Director shall have final approval of the agenda for Board
        meetings, and can delete or add items to the agenda as he or she deems appropriate. The
        Presiding Director also reviews and approves matters such as the agendas for executive
        sessions, the information sent to the Board, and meeting schedules (both as to when they
        occur and the sufficiency of time allocated to agenda items). Additional functions
        include: calling meetings of the non-management directors; serving as liaison between
        the Chairman and CEO and the non-management directors (although all non-management
        directors are encouraged to freely communicate with the Chairman and CEO at any
        time); assisting the Chairman and CEO in the recruitment and orientation of new
        directors; presiding at meetings of the Board when the Chairman is not present; and
        assuming such additional responsibilities as determined by the non-management
        directors. Finally, if requested by major stockholders, the Presiding Director is available
        for consultation and direct communication.

   21) Access to Outside Advisors

        The Board, as well as each committee, at its request, can retain the services of one or
        more independent outside advisors (financial, legal, compensation, etc.) as it considers
        appropriate, at the Corporation’s expense.

   22) Assessing the Board’s Performance

        The Board performs a self-evaluation on an annual basis. The Directors and Corporate
        Governance Committee is responsible to report annually to the Board an assessment of
        the Board’s performance. The Committee usually reviews the evaluation structure prior
        to the October meeting when the full Board conducts its evaluation during the executive
        session. The assessment includes a review of the Board’s overall effectiveness and the
        areas in which the Board or management believes the Board can make an impact on the
        Corporation. The purpose of the evaluation is to increase the effectiveness of the Board,
        not to focus on the performance of individual Board members.

        The Directors and Corporate Governance Committee also utilizes the results of this
        evaluation process in determining the characteristics and assessing critical skills required

                                                -9-
Adopted January 1994
Revised October 2008
of prospective candidates for election to the Board and making recommendations to the
        Board with respect to assignments of Board members to various committees.

   23) Ethics and Conflicts of Interest

        The Board expects all directors, as well as officers and employees, to act ethically at all
        times and to adhere to GM’s policies set forth in “Winning With Integrity: Our Values
        and Guidelines for Employee Conduct” (available on the Internet at
        http://investor.gm.com). The Board will not permit any waiver of any ethics policy for
        any director or executive officer. If an actual or potential conflict of interest arises for a
        director, the director will promptly inform the Chairman and the Presiding Director. If a
        significant conflict exists and cannot be resolved, the director should resign. All directors
        must recuse themselves from any discussion or decision affecting their business or
        personal interests.

    24) Confidentiality

        Directors, like all employees, are required to maintain the confidentiality of information
        entrusted to them by the Corporation or any other confidential information about the
        Corporation that they receive from any source in their capacity as a director, except when
        disclosure is authorized by the Board of Directors or legally required. Directors are
        expected to take all appropriate steps to minimize the risk of disclosure of confidential
        communications coming to them from the Corporation and of confidential discussions
        involving directors. All discussions occurring at Board or Board committee meetings are
        presumed to be confidential to the extent disclosure of them is not legally required.
        Directors may not use confidential information for their own personal benefit or for the
        benefit of persons or entities outside the Corporation or in violation of any law or
        regulation including insider trading laws and regulations. These responsibilities with
        regard to confidential information apply to directors during and after their service on the
        Board. For purposes of this guideline, “confidential information” is all non-public
        information relating to the Corporation, including information that could be useful to
        competitors or otherwise harmful to the Corporation’s interests or objectives if disclosed.

   25) Board’s Interaction with Advisors, Institutional Investors, Media,
        Customers, Etc.
        The Board believes that as a general matter management speaks for General Motors. If
        comments from the Board are appropriate, they should, in most circumstances, come
        from the Chairman. When appropriate, the Presiding Director may speak for the Board
        as well. If a director is contacted by the media regarding GM matters, he or she should
        request the media to contact the Vice President of GM Communications.

        Any interested party, including any stockholder who wishes to communicate with the
        Board as a whole, the non-management directors as a group, any Board committee or the
        Presiding Director may send a letter by regular or express mail addressed to the
        Secretary, General Motors Corporation, MC 482-C38-B71, 300 Renaissance Center, P.O.
        Box 33118, Detroit, MI 48233-5118, Attention: [Name of Appropriate Group or
                                                - 10 -
Adopted January 1994
Revised October 2008
Presiding Director]. All correspondence sent to that address will be delivered to the
        addressees on a quarterly basis, unless management determines in an individual situation
        that it should be sent more promptly. All correspondence to directors will be
        acknowledged by the Secretary and may also be forwarded within GM for review by a
        subject matter expert.

Board Relationship to Senior Management

   26) Regular Attendance of Non-Directors at Board Meetings

        The Board welcomes the regular attendance at each Board meeting of non-Board
        members who are in the most senior management positions of the Corporation.

        Should the Chairman and Chief Executive Officer want to add additional people as
        attendees on a regular basis, it is expected that this suggestion would be made to the
        Board for its concurrence.

   27) Board Access to Senior Management
        Board members have complete access to GM’s management.
        It is assumed that Board members will use judgment to be sure that this contact is not
        distracting to the business operation of the Corporation and that such contact, if in
        writing, is copied to the Chairman and Chief Executive Officer, as appropriate.
        Furthermore, the Board encourages management to, from time to time, bring managers
        into Board meetings who: (a) can provide additional insight into the items being
        discussed because of personal involvement in these areas, and/or (b) are managers with
        future potential that the senior management believes should be given exposure to the
        Board.

Meeting Procedures
   28) Selection of Agenda Items for Board Meetings

        The Chairman and Chief Executive Officer establishes the agenda for each Board
        meeting and sends a draft of such agenda to the Presiding Director. He or she will issue a
        schedule of agenda subjects to be discussed for the ensuing year at the beginning of each
        year (to the degree these can be foreseen) which will be discussed at each executive
        session, as appropriate. Each Board member may suggest the inclusion of
        additional item(s) on the agenda.

   29) Board Materials Distributed in Advance

        Information and data that are important to the Board’s understanding of the business to be
        conducted at a Board meeting is distributed in writing to the directors sufficiently in
        advance of the meeting to permit meaningful review, and directors are expected to
        thoroughly review the provided materials in advance of each meeting. More specifically,
                                               - 11 -
Adopted January 1994
Revised October 2008
materials should be sent to Board members at least 48 hours in advance of a regularly
        scheduled in-person meeting, except when such materials are not available as a practical
        matter. Additional materials may be sent to the Board within 48 hours of a regularly
        scheduled in-person meeting to update information previously provided, to provide
        information that may not have been provided earlier or for other business reasons.

   30) Board Presentations

        As a general rule, presentations on specific subjects should be sent to the Board members
        in advance to save time at Board meetings and focus discussion on the Board’s questions.
        On those occasions in which the subject matter is extremely sensitive, the information
        may be presented for the first time at the meeting.

Committee Matters

   31) Board Committees

        Membership on the Audit, Directors and Corporate Governance, Executive
        Compensation, Investment Funds, and Public Policy Committees consists only of
        independent directors as defined in Bylaw 2.11. From time to time, the Board may want
        to form a new committee or disband a current committee depending upon the
        circumstances, regulations or Bylaws.

        In general, time is reserved following each regularly scheduled committee meeting
        should the non-employee directors wish to meet in executive session. More specifically,
        members of the Audit and Directors and Corporate Governance Committees shall have an
        opportunity to meet in executive session at least three times per year. For each
        committee, GM employee staff that assists the committee may be present, at the
        discretion of the independent directors of the committee.

        The Board of Directors ensures that each committee has a charter setting forth the
        purpose, authority and duties of each committee. On an annual basis, each committee
        reviews its charter and presents any modifications to the Board for approval. All
        committee charters are available on the Corporation’s Web site, at
        http://investor.gm.com, under “Corporate Governance.”

   32) Committee Performance Evaluation

        Each Board committee will perform an annual evaluation of its performance, including a
        review of its compliance with the committee charter. The purpose of such review is to
        increase the effectiveness of the committee, not to focus on the performance of individual
        committee members. The three key Committees (Audit, Executive Compensation, and
        Directors and Corporate Governance) will conduct periodic executive sessions of the
        independent directors without management.




                                               - 12 -
Adopted January 1994
Revised October 2008
33) Assignment and Rotation of Committee Members

        The Directors and Corporate Governance Committee is responsible, after consultation
        with the Presiding Director and Chairman and Chief Executive Officer, for assigning
        Board members to various committees, giving consideration to the desires of individual
        Board members and the needs of the Corporation. Generally, the Board at its first
        meeting following the Annual Meeting of Stockholders elects the members of each
        committee.

        Consideration should be given to rotating committee members periodically at
        approximately five-year intervals, but the Board does not feel that such a rotation should
        be mandated as a policy, since there may be reasons at a given point in time to maintain
        an individual director’s committee membership for a longer period.

   34) Frequency and Length of Committee Meetings

        The Committee Chair, in consultation with committee members, determines the
        frequency and length of the meetings of each committee.

   35) Committee Agenda

        The Chair of each committee, in consultation with the appropriate members of the
        committee and management, develops the committee’s agenda.

        Each committee issues a schedule of agenda subjects to be discussed for the ensuing year
        at the beginning of each year (to the degree these can be foreseen). This forward agenda
        is also shared with the Board.

Leadership Development

   36) Formal Evaluation of the Chairman and Chief Executive Officer

        The independent directors, meeting separately in executive session, annually conduct a
        formal evaluation of the Chairman and Chief Executive Officer which is communicated
        to the Chairman and Chief Executive Officer by the Presiding Director. The evaluation is
        based on objective criteria including performance of the business, accomplishment of
        long-term strategic objectives, development of management and when appropriate,
        subjective factors. The evaluation is used by the Executive Compensation Committee in
        the course of its deliberations when considering the compensation of the Chairman and
        Chief Executive Officer.

   37) Succession Planning

        Selecting a Chief Executive Officer and planning for succession is a major responsibility
        of the Board. The Presiding Director reports at least annually to the Board on succession
        planning for the Chief Executive Officer.

                                               - 13 -
Adopted January 1994
Revised October 2008
In addition, there should be available, on a continuing basis, the Chairman and Chief
        Executive Officer’s recommendation as to a successor in the event of an unexpected
        disability or death.

   38) Management Development

        The Chairman and Chief Executive Officer reports annually to the Board on the
        Corporation’s program for management development.

        This report should be given to the Board at the same time as the succession planning
        report noted previously.

These guidelines are also available on our Web site at http://investor.gm.com, under “Corporate
Governance.”




                                               - 14 -
Adopted January 1994
Revised October 2008

Weitere ähnliche Inhalte

Was ist angesagt?

office depot Governance_Guidelines_October_2008
 office depot  Governance_Guidelines_October_2008 office depot  Governance_Guidelines_October_2008
office depot Governance_Guidelines_October_2008finance17
 
sunoco Governance Committee
sunoco Governance Committeesunoco Governance Committee
sunoco Governance Committeefinance6
 
walgreen Corporate Governance Guidelines
walgreen Corporate Governance Guidelineswalgreen Corporate Governance Guidelines
walgreen Corporate Governance Guidelinesfinance4
 
Corporate Governance Guidelines
Corporate Governance GuidelinesCorporate Governance Guidelines
Corporate Governance Guidelinesfinance6
 
constellation energy Corporate Governance Guidelines
constellation energy Corporate Governance Guidelinesconstellation energy Corporate Governance Guidelines
constellation energy Corporate Governance Guidelinesfinance12
 
genuine parts CompensationCharter022007_v15
genuine parts CompensationCharter022007_v15genuine parts CompensationCharter022007_v15
genuine parts CompensationCharter022007_v15finance25
 
office depot Governance Guidelines
office depot  Governance Guidelinesoffice depot  Governance Guidelines
office depot Governance Guidelinesfinance17
 
TechTarget Corporate Governance Corporate Governance Guidelines
TechTarget Corporate Governance Corporate Governance GuidelinesTechTarget Corporate Governance Corporate Governance Guidelines
TechTarget Corporate Governance Corporate Governance GuidelinesManya Mohan
 
integrys governance_comm
integrys governance_commintegrys governance_comm
integrys governance_commfinance26
 
Chevron Corp_Corporate Governance_Governance Guidelines
Chevron Corp_Corporate Governance_Governance GuidelinesChevron Corp_Corporate Governance_Governance Guidelines
Chevron Corp_Corporate Governance_Governance GuidelinesManya Mohan
 
integrys governance guidelines
integrys  governance guidelinesintegrys  governance guidelines
integrys governance guidelinesfinance26
 

Was ist angesagt? (11)

office depot Governance_Guidelines_October_2008
 office depot  Governance_Guidelines_October_2008 office depot  Governance_Guidelines_October_2008
office depot Governance_Guidelines_October_2008
 
sunoco Governance Committee
sunoco Governance Committeesunoco Governance Committee
sunoco Governance Committee
 
walgreen Corporate Governance Guidelines
walgreen Corporate Governance Guidelineswalgreen Corporate Governance Guidelines
walgreen Corporate Governance Guidelines
 
Corporate Governance Guidelines
Corporate Governance GuidelinesCorporate Governance Guidelines
Corporate Governance Guidelines
 
constellation energy Corporate Governance Guidelines
constellation energy Corporate Governance Guidelinesconstellation energy Corporate Governance Guidelines
constellation energy Corporate Governance Guidelines
 
genuine parts CompensationCharter022007_v15
genuine parts CompensationCharter022007_v15genuine parts CompensationCharter022007_v15
genuine parts CompensationCharter022007_v15
 
office depot Governance Guidelines
office depot  Governance Guidelinesoffice depot  Governance Guidelines
office depot Governance Guidelines
 
TechTarget Corporate Governance Corporate Governance Guidelines
TechTarget Corporate Governance Corporate Governance GuidelinesTechTarget Corporate Governance Corporate Governance Guidelines
TechTarget Corporate Governance Corporate Governance Guidelines
 
integrys governance_comm
integrys governance_commintegrys governance_comm
integrys governance_comm
 
Chevron Corp_Corporate Governance_Governance Guidelines
Chevron Corp_Corporate Governance_Governance GuidelinesChevron Corp_Corporate Governance_Governance Guidelines
Chevron Corp_Corporate Governance_Governance Guidelines
 
integrys governance guidelines
integrys  governance guidelinesintegrys  governance guidelines
integrys governance guidelines
 

Andere mochten auch

Chevron Corp_Corporate Governance_Business Code And Ethics
Chevron Corp_Corporate Governance_Business Code And EthicsChevron Corp_Corporate Governance_Business Code And Ethics
Chevron Corp_Corporate Governance_Business Code And EthicsManya Mohan
 
GM_Events & Presentations_2008 JPMorgan Auto Conference
GM_Events & Presentations_2008 JPMorgan Auto ConferenceGM_Events & Presentations_2008 JPMorgan Auto Conference
GM_Events & Presentations_2008 JPMorgan Auto ConferenceManya Mohan
 
Call Wave Corporate Governance Nominating Committee Charter
Call Wave Corporate Governance Nominating Committee CharterCall Wave Corporate Governance Nominating Committee Charter
Call Wave Corporate Governance Nominating Committee CharterManya Mohan
 
Merrill Lynch_SEC Filing_Employee Stock Purchase
Merrill Lynch_SEC Filing_Employee Stock PurchaseMerrill Lynch_SEC Filing_Employee Stock Purchase
Merrill Lynch_SEC Filing_Employee Stock PurchaseManya Mohan
 
General Motors- Events & Presentations 2008 Gm Bank & Insurance Conference
General Motors- Events & Presentations 2008 Gm Bank & Insurance ConferenceGeneral Motors- Events & Presentations 2008 Gm Bank & Insurance Conference
General Motors- Events & Presentations 2008 Gm Bank & Insurance ConferenceManya Mohan
 
Merrill Lynch_1Q 2008_Press Release
Merrill Lynch_1Q 2008_Press ReleaseMerrill Lynch_1Q 2008_Press Release
Merrill Lynch_1Q 2008_Press ReleaseManya Mohan
 
GM_Earning Release_Q4_08_Chart Set
GM_Earning Release_Q4_08_Chart SetGM_Earning Release_Q4_08_Chart Set
GM_Earning Release_Q4_08_Chart SetManya Mohan
 
GM_Earning Release_Q4_08_Financial Highlights
GM_Earning Release_Q4_08_Financial HighlightsGM_Earning Release_Q4_08_Financial Highlights
GM_Earning Release_Q4_08_Financial HighlightsManya Mohan
 
Guida per l`utente 2.0
Guida per l`utente 2.0Guida per l`utente 2.0
Guida per l`utente 2.0mioguru
 
Russian Student Visa - Student Visa Russia
Russian Student Visa - Student Visa RussiaRussian Student Visa - Student Visa Russia
Russian Student Visa - Student Visa RussiaRussia Consultings
 
Russian Student Visa - Student Visa Russia
Russian Student Visa - Student Visa RussiaRussian Student Visa - Student Visa Russia
Russian Student Visa - Student Visa RussiaRussia Consultings
 

Andere mochten auch (12)

Chevron Corp_Corporate Governance_Business Code And Ethics
Chevron Corp_Corporate Governance_Business Code And EthicsChevron Corp_Corporate Governance_Business Code And Ethics
Chevron Corp_Corporate Governance_Business Code And Ethics
 
GM_Events & Presentations_2008 JPMorgan Auto Conference
GM_Events & Presentations_2008 JPMorgan Auto ConferenceGM_Events & Presentations_2008 JPMorgan Auto Conference
GM_Events & Presentations_2008 JPMorgan Auto Conference
 
Call Wave Corporate Governance Nominating Committee Charter
Call Wave Corporate Governance Nominating Committee CharterCall Wave Corporate Governance Nominating Committee Charter
Call Wave Corporate Governance Nominating Committee Charter
 
Merrill Lynch_SEC Filing_Employee Stock Purchase
Merrill Lynch_SEC Filing_Employee Stock PurchaseMerrill Lynch_SEC Filing_Employee Stock Purchase
Merrill Lynch_SEC Filing_Employee Stock Purchase
 
General Motors- Events & Presentations 2008 Gm Bank & Insurance Conference
General Motors- Events & Presentations 2008 Gm Bank & Insurance ConferenceGeneral Motors- Events & Presentations 2008 Gm Bank & Insurance Conference
General Motors- Events & Presentations 2008 Gm Bank & Insurance Conference
 
Merrill Lynch_1Q 2008_Press Release
Merrill Lynch_1Q 2008_Press ReleaseMerrill Lynch_1Q 2008_Press Release
Merrill Lynch_1Q 2008_Press Release
 
GM_Earning Release_Q4_08_Chart Set
GM_Earning Release_Q4_08_Chart SetGM_Earning Release_Q4_08_Chart Set
GM_Earning Release_Q4_08_Chart Set
 
GM_Earning Release_Q4_08_Financial Highlights
GM_Earning Release_Q4_08_Financial HighlightsGM_Earning Release_Q4_08_Financial Highlights
GM_Earning Release_Q4_08_Financial Highlights
 
Guida per l`utente 2.0
Guida per l`utente 2.0Guida per l`utente 2.0
Guida per l`utente 2.0
 
Russian Student Visa - Student Visa Russia
Russian Student Visa - Student Visa RussiaRussian Student Visa - Student Visa Russia
Russian Student Visa - Student Visa Russia
 
Russian Student Visa - Student Visa Russia
Russian Student Visa - Student Visa RussiaRussian Student Visa - Student Visa Russia
Russian Student Visa - Student Visa Russia
 
Business Proposal
Business ProposalBusiness Proposal
Business Proposal
 

Ähnlich wie GM_Corporate Governance_Corporate Governance Guidelines

shaw group Corporate Governance Principles2007b
shaw group  Corporate Governance Principles2007bshaw group  Corporate Governance Principles2007b
shaw group Corporate Governance Principles2007bfinance36
 
pulte homes _CorporateGovernanceGuidelines_2009
pulte homes _CorporateGovernanceGuidelines_2009pulte homes _CorporateGovernanceGuidelines_2009
pulte homes _CorporateGovernanceGuidelines_2009finance42
 
owens & minor guidelines
owens & minor guidelinesowens & minor guidelines
owens & minor guidelinesfinance33
 
AMD-NomandCorpGovCharterapproved72008
AMD-NomandCorpGovCharterapproved72008AMD-NomandCorpGovCharterapproved72008
AMD-NomandCorpGovCharterapproved72008finance34
 
Corporate Governance Guidelines
Corporate Governance GuidelinesCorporate Governance Guidelines
Corporate Governance Guidelinesfinance7
 
U.S. Steel Corporate Governance & Public Policy Committee Charter
U.S. Steel Corporate Governance & Public Policy Committee CharterU.S. Steel Corporate Governance & Public Policy Committee Charter
U.S. Steel Corporate Governance & Public Policy Committee Charterfinance15
 
terex Nominating1208
terex Nominating1208terex Nominating1208
terex Nominating1208finance42
 
terex Nominating1208
terex Nominating1208terex Nominating1208
terex Nominating1208finance42
 
GM_Corporate Governance_Directors and Corporate Governance Committee
GM_Corporate Governance_Directors and Corporate Governance CommitteeGM_Corporate Governance_Directors and Corporate Governance Committee
GM_Corporate Governance_Directors and Corporate Governance CommitteeManya Mohan
 
office depot Governance Guidelines_October_2008
 office depot  Governance Guidelines_October_2008 office depot  Governance Guidelines_October_2008
office depot Governance Guidelines_October_2008finance17
 
borg warner corporate_governance_committee_charter
borg warner   corporate_governance_committee_charterborg warner   corporate_governance_committee_charter
borg warner corporate_governance_committee_charterfinance39
 
centex Guidelines_09/08
centex Guidelines_09/08centex Guidelines_09/08
centex Guidelines_09/08finance18
 
centex Guidelines_09/08
centex Guidelines_09/08centex Guidelines_09/08
centex Guidelines_09/08finance18
 
liz claiborne CorporateGovernanceGuidelines(final)
liz claiborne CorporateGovernanceGuidelines(final)liz claiborne CorporateGovernanceGuidelines(final)
liz claiborne CorporateGovernanceGuidelines(final)finance48
 
liz claiborne CorporateGovernanceGuidelines(final)
liz claiborne CorporateGovernanceGuidelines(final)liz claiborne CorporateGovernanceGuidelines(final)
liz claiborne CorporateGovernanceGuidelines(final)finance48
 
office depot Governance Guidelines
office depot Governance Guidelinesoffice depot Governance Guidelines
office depot Governance Guidelinesfinance17
 
office depot Governance Guidelines
 office depot Governance Guidelines office depot Governance Guidelines
office depot Governance Guidelinesfinance17
 
freeport-mcmoran copper& gold Nominating & Corporate Governance Committee
freeport-mcmoran copper& gold  Nominating & Corporate Governance Committeefreeport-mcmoran copper& gold  Nominating & Corporate Governance Committee
freeport-mcmoran copper& gold Nominating & Corporate Governance Committeefinance14
 
Important Things I Proposed to Include in a Japan CG Code
Important Things I Proposed to Include in a Japan CG CodeImportant Things I Proposed to Include in a Japan CG Code
Important Things I Proposed to Include in a Japan CG CodeNicholas Benes
 
dana holdings CorporateGovernanceGuidelines_013108
dana holdings CorporateGovernanceGuidelines_013108dana holdings CorporateGovernanceGuidelines_013108
dana holdings CorporateGovernanceGuidelines_013108finance42
 

Ähnlich wie GM_Corporate Governance_Corporate Governance Guidelines (20)

shaw group Corporate Governance Principles2007b
shaw group  Corporate Governance Principles2007bshaw group  Corporate Governance Principles2007b
shaw group Corporate Governance Principles2007b
 
pulte homes _CorporateGovernanceGuidelines_2009
pulte homes _CorporateGovernanceGuidelines_2009pulte homes _CorporateGovernanceGuidelines_2009
pulte homes _CorporateGovernanceGuidelines_2009
 
owens & minor guidelines
owens & minor guidelinesowens & minor guidelines
owens & minor guidelines
 
AMD-NomandCorpGovCharterapproved72008
AMD-NomandCorpGovCharterapproved72008AMD-NomandCorpGovCharterapproved72008
AMD-NomandCorpGovCharterapproved72008
 
Corporate Governance Guidelines
Corporate Governance GuidelinesCorporate Governance Guidelines
Corporate Governance Guidelines
 
U.S. Steel Corporate Governance & Public Policy Committee Charter
U.S. Steel Corporate Governance & Public Policy Committee CharterU.S. Steel Corporate Governance & Public Policy Committee Charter
U.S. Steel Corporate Governance & Public Policy Committee Charter
 
terex Nominating1208
terex Nominating1208terex Nominating1208
terex Nominating1208
 
terex Nominating1208
terex Nominating1208terex Nominating1208
terex Nominating1208
 
GM_Corporate Governance_Directors and Corporate Governance Committee
GM_Corporate Governance_Directors and Corporate Governance CommitteeGM_Corporate Governance_Directors and Corporate Governance Committee
GM_Corporate Governance_Directors and Corporate Governance Committee
 
office depot Governance Guidelines_October_2008
 office depot  Governance Guidelines_October_2008 office depot  Governance Guidelines_October_2008
office depot Governance Guidelines_October_2008
 
borg warner corporate_governance_committee_charter
borg warner   corporate_governance_committee_charterborg warner   corporate_governance_committee_charter
borg warner corporate_governance_committee_charter
 
centex Guidelines_09/08
centex Guidelines_09/08centex Guidelines_09/08
centex Guidelines_09/08
 
centex Guidelines_09/08
centex Guidelines_09/08centex Guidelines_09/08
centex Guidelines_09/08
 
liz claiborne CorporateGovernanceGuidelines(final)
liz claiborne CorporateGovernanceGuidelines(final)liz claiborne CorporateGovernanceGuidelines(final)
liz claiborne CorporateGovernanceGuidelines(final)
 
liz claiborne CorporateGovernanceGuidelines(final)
liz claiborne CorporateGovernanceGuidelines(final)liz claiborne CorporateGovernanceGuidelines(final)
liz claiborne CorporateGovernanceGuidelines(final)
 
office depot Governance Guidelines
office depot Governance Guidelinesoffice depot Governance Guidelines
office depot Governance Guidelines
 
office depot Governance Guidelines
 office depot Governance Guidelines office depot Governance Guidelines
office depot Governance Guidelines
 
freeport-mcmoran copper& gold Nominating & Corporate Governance Committee
freeport-mcmoran copper& gold  Nominating & Corporate Governance Committeefreeport-mcmoran copper& gold  Nominating & Corporate Governance Committee
freeport-mcmoran copper& gold Nominating & Corporate Governance Committee
 
Important Things I Proposed to Include in a Japan CG Code
Important Things I Proposed to Include in a Japan CG CodeImportant Things I Proposed to Include in a Japan CG Code
Important Things I Proposed to Include in a Japan CG Code
 
dana holdings CorporateGovernanceGuidelines_013108
dana holdings CorporateGovernanceGuidelines_013108dana holdings CorporateGovernanceGuidelines_013108
dana holdings CorporateGovernanceGuidelines_013108
 

Mehr von Manya Mohan

Q2 2009 Earning Report of Acme United Corporation
Q2 2009 Earning Report of Acme United CorporationQ2 2009 Earning Report of Acme United Corporation
Q2 2009 Earning Report of Acme United CorporationManya Mohan
 
Q2 2009 Earning Report of Datalink Corp.
Q2 2009 Earning Report of Datalink Corp.Q2 2009 Earning Report of Datalink Corp.
Q2 2009 Earning Report of Datalink Corp.Manya Mohan
 
Oshkosh Truck Corp. Earning Presentation
Oshkosh Truck Corp. Earning PresentationOshkosh Truck Corp. Earning Presentation
Oshkosh Truck Corp. Earning PresentationManya Mohan
 
Goldman Sachs Presentation at the 2008 Merrill Lynch Banking and Financial Se...
Goldman Sachs Presentation at the 2008 Merrill Lynch Banking and Financial Se...Goldman Sachs Presentation at the 2008 Merrill Lynch Banking and Financial Se...
Goldman Sachs Presentation at the 2008 Merrill Lynch Banking and Financial Se...Manya Mohan
 
Goldman Sachs Presentation at the Credit Suisse 2009 Financial Services Confe...
Goldman Sachs Presentation at the Credit Suisse 2009 Financial Services Confe...Goldman Sachs Presentation at the Credit Suisse 2009 Financial Services Confe...
Goldman Sachs Presentation at the Credit Suisse 2009 Financial Services Confe...Manya Mohan
 
Gm Events & Presentations Gm Restructuring Plan Submitted To U.S. Department ...
Gm Events & Presentations Gm Restructuring Plan Submitted To U.S. Department ...Gm Events & Presentations Gm Restructuring Plan Submitted To U.S. Department ...
Gm Events & Presentations Gm Restructuring Plan Submitted To U.S. Department ...Manya Mohan
 
Gm Events & Presentations Gm Media Briefing – Gm Business Plan Submitted To T...
Gm Events & Presentations Gm Media Briefing – Gm Business Plan Submitted To T...Gm Events & Presentations Gm Media Briefing – Gm Business Plan Submitted To T...
Gm Events & Presentations Gm Media Briefing – Gm Business Plan Submitted To T...Manya Mohan
 
Gm Events & Presentations Gm Analyst Briefing Gm Plan For Long Term Viability
Gm Events & Presentations Gm Analyst Briefing   Gm Plan For Long Term ViabilityGm Events & Presentations Gm Analyst Briefing   Gm Plan For Long Term Viability
Gm Events & Presentations Gm Analyst Briefing Gm Plan For Long Term ViabilityManya Mohan
 
Gm Events & Presentations General Motors At The Automotive Securities Analyst...
Gm Events & Presentations General Motors At The Automotive Securities Analyst...Gm Events & Presentations General Motors At The Automotive Securities Analyst...
Gm Events & Presentations General Motors At The Automotive Securities Analyst...Manya Mohan
 
Gm Events & Presentations The Case For Federal Support For Gm And The U.S. Au...
Gm Events & Presentations The Case For Federal Support For Gm And The U.S. Au...Gm Events & Presentations The Case For Federal Support For Gm And The U.S. Au...
Gm Events & Presentations The Case For Federal Support For Gm And The U.S. Au...Manya Mohan
 
Gm Events & Presentations Credit Suisse Group International Investor Conferen...
Gm Events & Presentations Credit Suisse Group International Investor Conferen...Gm Events & Presentations Credit Suisse Group International Investor Conferen...
Gm Events & Presentations Credit Suisse Group International Investor Conferen...Manya Mohan
 
Gm Events & Presentations Credit Suisse Group Annual Global Automotive Confer...
Gm Events & Presentations Credit Suisse Group Annual Global Automotive Confer...Gm Events & Presentations Credit Suisse Group Annual Global Automotive Confer...
Gm Events & Presentations Credit Suisse Group Annual Global Automotive Confer...Manya Mohan
 
Gm Events & Presentations Canadian Dealer Conference
Gm Events & Presentations Canadian Dealer ConferenceGm Events & Presentations Canadian Dealer Conference
Gm Events & Presentations Canadian Dealer ConferenceManya Mohan
 
Gm Events & Presentations General Motors At Jp Morgan Harbour Auto Conference
Gm Events & Presentations General Motors At Jp Morgan Harbour Auto ConferenceGm Events & Presentations General Motors At Jp Morgan Harbour Auto Conference
Gm Events & Presentations General Motors At Jp Morgan Harbour Auto ConferenceManya Mohan
 
General Motors-Events & Presentations 2008 Jp Morgan Auto Conference
General Motors-Events & Presentations 2008 Jp Morgan Auto ConferenceGeneral Motors-Events & Presentations 2008 Jp Morgan Auto Conference
General Motors-Events & Presentations 2008 Jp Morgan Auto ConferenceManya Mohan
 
General Motors-Events & Presentations 2008 Deutsche Bank Leveraged Finance Co...
General Motors-Events & Presentations 2008 Deutsche Bank Leveraged Finance Co...General Motors-Events & Presentations 2008 Deutsche Bank Leveraged Finance Co...
General Motors-Events & Presentations 2008 Deutsche Bank Leveraged Finance Co...Manya Mohan
 
General Motors- Events & Presentations 2008 Jp Morgan Auto Conference Gm Acti...
General Motors- Events & Presentations 2008 Jp Morgan Auto Conference Gm Acti...General Motors- Events & Presentations 2008 Jp Morgan Auto Conference Gm Acti...
General Motors- Events & Presentations 2008 Jp Morgan Auto Conference Gm Acti...Manya Mohan
 
GE-Financial Services Investor Meeting
GE-Financial Services Investor MeetingGE-Financial Services Investor Meeting
GE-Financial Services Investor MeetingManya Mohan
 
GE-Credit Suisse Conference: Rebuilding the Economy: Brick by Brick, Bridge b...
GE-Credit Suisse Conference: Rebuilding the Economy: Brick by Brick, Bridge b...GE-Credit Suisse Conference: Rebuilding the Economy: Brick by Brick, Bridge b...
GE-Credit Suisse Conference: Rebuilding the Economy: Brick by Brick, Bridge b...Manya Mohan
 

Mehr von Manya Mohan (20)

Swine Flu Info
Swine Flu InfoSwine Flu Info
Swine Flu Info
 
Q2 2009 Earning Report of Acme United Corporation
Q2 2009 Earning Report of Acme United CorporationQ2 2009 Earning Report of Acme United Corporation
Q2 2009 Earning Report of Acme United Corporation
 
Q2 2009 Earning Report of Datalink Corp.
Q2 2009 Earning Report of Datalink Corp.Q2 2009 Earning Report of Datalink Corp.
Q2 2009 Earning Report of Datalink Corp.
 
Oshkosh Truck Corp. Earning Presentation
Oshkosh Truck Corp. Earning PresentationOshkosh Truck Corp. Earning Presentation
Oshkosh Truck Corp. Earning Presentation
 
Goldman Sachs Presentation at the 2008 Merrill Lynch Banking and Financial Se...
Goldman Sachs Presentation at the 2008 Merrill Lynch Banking and Financial Se...Goldman Sachs Presentation at the 2008 Merrill Lynch Banking and Financial Se...
Goldman Sachs Presentation at the 2008 Merrill Lynch Banking and Financial Se...
 
Goldman Sachs Presentation at the Credit Suisse 2009 Financial Services Confe...
Goldman Sachs Presentation at the Credit Suisse 2009 Financial Services Confe...Goldman Sachs Presentation at the Credit Suisse 2009 Financial Services Confe...
Goldman Sachs Presentation at the Credit Suisse 2009 Financial Services Confe...
 
Gm Events & Presentations Gm Restructuring Plan Submitted To U.S. Department ...
Gm Events & Presentations Gm Restructuring Plan Submitted To U.S. Department ...Gm Events & Presentations Gm Restructuring Plan Submitted To U.S. Department ...
Gm Events & Presentations Gm Restructuring Plan Submitted To U.S. Department ...
 
Gm Events & Presentations Gm Media Briefing – Gm Business Plan Submitted To T...
Gm Events & Presentations Gm Media Briefing – Gm Business Plan Submitted To T...Gm Events & Presentations Gm Media Briefing – Gm Business Plan Submitted To T...
Gm Events & Presentations Gm Media Briefing – Gm Business Plan Submitted To T...
 
Gm Events & Presentations Gm Analyst Briefing Gm Plan For Long Term Viability
Gm Events & Presentations Gm Analyst Briefing   Gm Plan For Long Term ViabilityGm Events & Presentations Gm Analyst Briefing   Gm Plan For Long Term Viability
Gm Events & Presentations Gm Analyst Briefing Gm Plan For Long Term Viability
 
Gm Events & Presentations General Motors At The Automotive Securities Analyst...
Gm Events & Presentations General Motors At The Automotive Securities Analyst...Gm Events & Presentations General Motors At The Automotive Securities Analyst...
Gm Events & Presentations General Motors At The Automotive Securities Analyst...
 
Gm Events & Presentations The Case For Federal Support For Gm And The U.S. Au...
Gm Events & Presentations The Case For Federal Support For Gm And The U.S. Au...Gm Events & Presentations The Case For Federal Support For Gm And The U.S. Au...
Gm Events & Presentations The Case For Federal Support For Gm And The U.S. Au...
 
Gm Events & Presentations Credit Suisse Group International Investor Conferen...
Gm Events & Presentations Credit Suisse Group International Investor Conferen...Gm Events & Presentations Credit Suisse Group International Investor Conferen...
Gm Events & Presentations Credit Suisse Group International Investor Conferen...
 
Gm Events & Presentations Credit Suisse Group Annual Global Automotive Confer...
Gm Events & Presentations Credit Suisse Group Annual Global Automotive Confer...Gm Events & Presentations Credit Suisse Group Annual Global Automotive Confer...
Gm Events & Presentations Credit Suisse Group Annual Global Automotive Confer...
 
Gm Events & Presentations Canadian Dealer Conference
Gm Events & Presentations Canadian Dealer ConferenceGm Events & Presentations Canadian Dealer Conference
Gm Events & Presentations Canadian Dealer Conference
 
Gm Events & Presentations General Motors At Jp Morgan Harbour Auto Conference
Gm Events & Presentations General Motors At Jp Morgan Harbour Auto ConferenceGm Events & Presentations General Motors At Jp Morgan Harbour Auto Conference
Gm Events & Presentations General Motors At Jp Morgan Harbour Auto Conference
 
General Motors-Events & Presentations 2008 Jp Morgan Auto Conference
General Motors-Events & Presentations 2008 Jp Morgan Auto ConferenceGeneral Motors-Events & Presentations 2008 Jp Morgan Auto Conference
General Motors-Events & Presentations 2008 Jp Morgan Auto Conference
 
General Motors-Events & Presentations 2008 Deutsche Bank Leveraged Finance Co...
General Motors-Events & Presentations 2008 Deutsche Bank Leveraged Finance Co...General Motors-Events & Presentations 2008 Deutsche Bank Leveraged Finance Co...
General Motors-Events & Presentations 2008 Deutsche Bank Leveraged Finance Co...
 
General Motors- Events & Presentations 2008 Jp Morgan Auto Conference Gm Acti...
General Motors- Events & Presentations 2008 Jp Morgan Auto Conference Gm Acti...General Motors- Events & Presentations 2008 Jp Morgan Auto Conference Gm Acti...
General Motors- Events & Presentations 2008 Jp Morgan Auto Conference Gm Acti...
 
GE-Financial Services Investor Meeting
GE-Financial Services Investor MeetingGE-Financial Services Investor Meeting
GE-Financial Services Investor Meeting
 
GE-Credit Suisse Conference: Rebuilding the Economy: Brick by Brick, Bridge b...
GE-Credit Suisse Conference: Rebuilding the Economy: Brick by Brick, Bridge b...GE-Credit Suisse Conference: Rebuilding the Economy: Brick by Brick, Bridge b...
GE-Credit Suisse Conference: Rebuilding the Economy: Brick by Brick, Bridge b...
 

Kürzlich hochgeladen

20240314 Calibre March 2024 Investor Presentation (FINAL).pdf
20240314 Calibre March 2024 Investor Presentation (FINAL).pdf20240314 Calibre March 2024 Investor Presentation (FINAL).pdf
20240314 Calibre March 2024 Investor Presentation (FINAL).pdfAdnet Communications
 
Stock Market Brief Deck for March 26.pdf
Stock Market Brief Deck for March 26.pdfStock Market Brief Deck for March 26.pdf
Stock Market Brief Deck for March 26.pdfMichael Silva
 
The CBR Covered Bond Investor Roundtable 2024
The CBR Covered Bond Investor Roundtable 2024The CBR Covered Bond Investor Roundtable 2024
The CBR Covered Bond Investor Roundtable 2024Neil Day
 
CLMV-Outlook-March-2024-ENG-20240327.pdf
CLMV-Outlook-March-2024-ENG-20240327.pdfCLMV-Outlook-March-2024-ENG-20240327.pdf
CLMV-Outlook-March-2024-ENG-20240327.pdfSCBEICSCB
 
Taipei, A Hidden Jewel in East Asia - PR Strategy for Tourism
Taipei, A Hidden Jewel in East Asia - PR Strategy for TourismTaipei, A Hidden Jewel in East Asia - PR Strategy for Tourism
Taipei, A Hidden Jewel in East Asia - PR Strategy for TourismBrian Lin
 
Buy and Sell Urban Tots unlisted shares.pptx
Buy and Sell Urban Tots unlisted shares.pptxBuy and Sell Urban Tots unlisted shares.pptx
Buy and Sell Urban Tots unlisted shares.pptxPrecize Formely Leadoff
 
The Power Laws of Bitcoin: How can an S-curve be a power law?
The Power Laws of Bitcoin: How can an S-curve be a power law?The Power Laws of Bitcoin: How can an S-curve be a power law?
The Power Laws of Bitcoin: How can an S-curve be a power law?Stephen Perrenod
 
Introduction to Entrepreneurship and Characteristics of an Entrepreneur
Introduction to Entrepreneurship and Characteristics of an EntrepreneurIntroduction to Entrepreneurship and Characteristics of an Entrepreneur
Introduction to Entrepreneurship and Characteristics of an Entrepreneurabcisahunter
 
ACADEMIC BANK OF CREDIT: A WORLDWIDE VIEWPOINT
ACADEMIC BANK OF CREDIT: A WORLDWIDE VIEWPOINTACADEMIC BANK OF CREDIT: A WORLDWIDE VIEWPOINT
ACADEMIC BANK OF CREDIT: A WORLDWIDE VIEWPOINTindexPub
 
India Economic Survey Complete for the year of 2022 to 2023
India Economic Survey Complete for the year of 2022 to 2023India Economic Survey Complete for the year of 2022 to 2023
India Economic Survey Complete for the year of 2022 to 2023SkillCircle
 
What Key Factors Should Risk Officers Consider When Using Generative AI
What Key Factors Should Risk Officers Consider When Using Generative AIWhat Key Factors Should Risk Officers Consider When Using Generative AI
What Key Factors Should Risk Officers Consider When Using Generative AI360factors
 
Sarlat Advisory - Corporate Brochure - 2024
Sarlat Advisory - Corporate Brochure - 2024Sarlat Advisory - Corporate Brochure - 2024
Sarlat Advisory - Corporate Brochure - 2024Guillaume Ⓥ Sarlat
 
Solution manual for Intermediate Accounting, 11th Edition by David Spiceland...
Solution manual for  Intermediate Accounting, 11th Edition by David Spiceland...Solution manual for  Intermediate Accounting, 11th Edition by David Spiceland...
Solution manual for Intermediate Accounting, 11th Edition by David Spiceland...mwangimwangi222
 
Hungarys economy made by Robert Miklos
Hungarys economy   made by Robert MiklosHungarys economy   made by Robert Miklos
Hungarys economy made by Robert Miklosbeduinpower135
 
ACCOUNTING FOR BUSINESS.II DEPARTMENTAL ACCOUNTS.
ACCOUNTING FOR BUSINESS.II DEPARTMENTAL ACCOUNTS.ACCOUNTING FOR BUSINESS.II DEPARTMENTAL ACCOUNTS.
ACCOUNTING FOR BUSINESS.II DEPARTMENTAL ACCOUNTS.KumarJayaraman3
 

Kürzlich hochgeladen (20)

20240314 Calibre March 2024 Investor Presentation (FINAL).pdf
20240314 Calibre March 2024 Investor Presentation (FINAL).pdf20240314 Calibre March 2024 Investor Presentation (FINAL).pdf
20240314 Calibre March 2024 Investor Presentation (FINAL).pdf
 
Stock Market Brief Deck for March 26.pdf
Stock Market Brief Deck for March 26.pdfStock Market Brief Deck for March 26.pdf
Stock Market Brief Deck for March 26.pdf
 
E-levy and Merchant Payment Exemption in Ghana
E-levy and Merchant Payment Exemption in GhanaE-levy and Merchant Payment Exemption in Ghana
E-levy and Merchant Payment Exemption in Ghana
 
Effects & Policies Of Bank Consolidation
Effects & Policies Of Bank ConsolidationEffects & Policies Of Bank Consolidation
Effects & Policies Of Bank Consolidation
 
The CBR Covered Bond Investor Roundtable 2024
The CBR Covered Bond Investor Roundtable 2024The CBR Covered Bond Investor Roundtable 2024
The CBR Covered Bond Investor Roundtable 2024
 
New Monthly Enterprises Survey. Issue 21. (01.2024) Ukrainian Business in War...
New Monthly Enterprises Survey. Issue 21. (01.2024) Ukrainian Business in War...New Monthly Enterprises Survey. Issue 21. (01.2024) Ukrainian Business in War...
New Monthly Enterprises Survey. Issue 21. (01.2024) Ukrainian Business in War...
 
CLMV-Outlook-March-2024-ENG-20240327.pdf
CLMV-Outlook-March-2024-ENG-20240327.pdfCLMV-Outlook-March-2024-ENG-20240327.pdf
CLMV-Outlook-March-2024-ENG-20240327.pdf
 
Taipei, A Hidden Jewel in East Asia - PR Strategy for Tourism
Taipei, A Hidden Jewel in East Asia - PR Strategy for TourismTaipei, A Hidden Jewel in East Asia - PR Strategy for Tourism
Taipei, A Hidden Jewel in East Asia - PR Strategy for Tourism
 
Buy and Sell Urban Tots unlisted shares.pptx
Buy and Sell Urban Tots unlisted shares.pptxBuy and Sell Urban Tots unlisted shares.pptx
Buy and Sell Urban Tots unlisted shares.pptx
 
The Power Laws of Bitcoin: How can an S-curve be a power law?
The Power Laws of Bitcoin: How can an S-curve be a power law?The Power Laws of Bitcoin: How can an S-curve be a power law?
The Power Laws of Bitcoin: How can an S-curve be a power law?
 
Mobile Money Taxes: Knowledge, Perceptions and Politics: The Case of Ghana
Mobile Money Taxes: Knowledge, Perceptions and Politics: The Case of GhanaMobile Money Taxes: Knowledge, Perceptions and Politics: The Case of Ghana
Mobile Money Taxes: Knowledge, Perceptions and Politics: The Case of Ghana
 
Introduction to Entrepreneurship and Characteristics of an Entrepreneur
Introduction to Entrepreneurship and Characteristics of an EntrepreneurIntroduction to Entrepreneurship and Characteristics of an Entrepreneur
Introduction to Entrepreneurship and Characteristics of an Entrepreneur
 
ACADEMIC BANK OF CREDIT: A WORLDWIDE VIEWPOINT
ACADEMIC BANK OF CREDIT: A WORLDWIDE VIEWPOINTACADEMIC BANK OF CREDIT: A WORLDWIDE VIEWPOINT
ACADEMIC BANK OF CREDIT: A WORLDWIDE VIEWPOINT
 
India Economic Survey Complete for the year of 2022 to 2023
India Economic Survey Complete for the year of 2022 to 2023India Economic Survey Complete for the year of 2022 to 2023
India Economic Survey Complete for the year of 2022 to 2023
 
What Key Factors Should Risk Officers Consider When Using Generative AI
What Key Factors Should Risk Officers Consider When Using Generative AIWhat Key Factors Should Risk Officers Consider When Using Generative AI
What Key Factors Should Risk Officers Consider When Using Generative AI
 
Monthly Economic Monitoring of Ukraine No.230, March 2024
Monthly Economic Monitoring of Ukraine No.230, March 2024Monthly Economic Monitoring of Ukraine No.230, March 2024
Monthly Economic Monitoring of Ukraine No.230, March 2024
 
Sarlat Advisory - Corporate Brochure - 2024
Sarlat Advisory - Corporate Brochure - 2024Sarlat Advisory - Corporate Brochure - 2024
Sarlat Advisory - Corporate Brochure - 2024
 
Solution manual for Intermediate Accounting, 11th Edition by David Spiceland...
Solution manual for  Intermediate Accounting, 11th Edition by David Spiceland...Solution manual for  Intermediate Accounting, 11th Edition by David Spiceland...
Solution manual for Intermediate Accounting, 11th Edition by David Spiceland...
 
Hungarys economy made by Robert Miklos
Hungarys economy   made by Robert MiklosHungarys economy   made by Robert Miklos
Hungarys economy made by Robert Miklos
 
ACCOUNTING FOR BUSINESS.II DEPARTMENTAL ACCOUNTS.
ACCOUNTING FOR BUSINESS.II DEPARTMENTAL ACCOUNTS.ACCOUNTING FOR BUSINESS.II DEPARTMENTAL ACCOUNTS.
ACCOUNTING FOR BUSINESS.II DEPARTMENTAL ACCOUNTS.
 

GM_Corporate Governance_Corporate Governance Guidelines

  • 1. GM BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES (INDEX) Selection and Composition of the Board 1) Board Membership Criteria 2) Selection of New Directors 3) Extending the Invitation to a Potential Director to Join the Board 4) Resignation Policy Relating to Majority Voting for Directors 5) Director Orientation and Continuing Education Board Leadership 6) Selection of Chairman and Chief Executive Officer 7) Chair of the Directors and Corporate Governance Committee Board Composition and Performance 8) Size of the Board 9) Mix of Management and Independent Directors 10) Board Definition of What Constitutes Independence for Directors 11) Former Chairman and Chief Executive Officer Board Membership 12) Directors Who Change Their Present Job Responsibility 13) Limits on Outside Board Memberships 14) Meeting Attendance 15) Term Limits and Retirement Age 16) Board Compensation 17) Loans to Directors and Executive Officers 18) Stock Ownership by Non-Employee Directors 19) Executive Sessions of Independent Directors 20) Role of the Presiding Director 21) Access to Outside Advisors 22) Assessing the Board’s Performance 23) Ethics and Conflicts of Interest 24) Confidentiality 25) Board’s Interaction with Advisors, Institutional Investors, Press, Customers, etc. Board Relationship to Senior Management 26) Regular Attendance of Non-Directors at Board Meetings 27) Board Access to Senior Management Meeting Procedures 28) Selection of Agenda Items for Board Meetings 29) Board Materials Distributed in Advance 30) Board Presentations Committee Matters 31) Board Committees 32) Committee Performance Evaluation 33) Assignment and Rotation of Committee Members 34) Frequency and Length of Committee Meetings 35) Committee Agenda Leadership Development 36) Formal Evaluation of the Chairman and Chief Executive Officer 37) Succession Planning 38) Management Development Adopted January 1994 Revised October 2008
  • 2. THE MISSION OF THE GENERAL MOTORS BOARD OF DIRECTORS The General Motors Board of Directors (the “Board”) represents the owners’ interest in perpetuating a successful business, including optimizing long-term financial returns. The Board is responsible for determining that the Corporation is managed in such a way to ensure this result while adhering to the laws of the jurisdictions within which it operates and observing high ethical standards. This is an active, not a passive, responsibility. The Board has the responsibility to ensure that in good times, as well as difficult ones, management is capably executing its responsibilities. The Board’s responsibility is to regularly monitor the effectiveness of management policies and decisions including the execution of its strategies. In addition to fulfilling its obligations for increased stockholder value, the Board has responsibility to GM’s customers, employees, suppliers and to the communities where it operates -- all of whom are essential to a successful business. All of these responsibilities, however, are founded upon the successful perpetuation of the business. GUIDELINES ON SIGNIFICANT CORPORATE GOVERNANCE ISSUES Selection and Composition of the Board Board Membership Criteria 1) The Directors and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. Final approval of a candidate is determined by the full Board. In assessing potential new directors, the Committee considers individuals from various disciplines and diverse backgrounds. The selection of qualified directors is complex and crucial to GM’s long-term success. Potential Board candidates are evaluated based upon various criteria, such as (1) their broad-based business, governmental, non-profit, or professional skills and experiences that indicate whether the candidate will be able to make a significant and immediate contribution to the Board’s discussion and decision-making in the array of complex issues facing the Corporation; (2) exhibited behavior that indicates he or she is committed to the highest ethical standards and the values of the Corporation; (3) special skills, expertise, and background that add to and complement the range of skills, expertise, and background of the existing directors; (4) whether the candidate will effectively, consistently, and appropriately take into account and balance the legitimate interests and concerns of all our stockholders and other stakeholders in reaching decisions; and (5) a global business and social perspective, personal integrity, and sound judgment. In addition, directors must have time available to devote to Board activities and to enhance their knowledge of General Motors and the global automotive industry. To assist in the identification and evaluation of qualified director candidates, the Corporation on occasion has engaged a search firm. The Directors and Corporate Governance Committee annually reviews the membership criteria and modifies them as appropriate. -1- Adopted January 1994 Revised October 2008
  • 3. Selection of New Directors 2) The Board itself is responsible, in fact as well as procedure, for selecting its own members and in recommending them for election by the stockholders. The Board delegates the screening process involved to the Directors and Corporate Governance Committee with direct input from the Chairman and Chief Executive Officer. The Directors and Corporate Governance Committee will consider director nominees recommended by stockholders. The Committee uses the same criteria for screening candidates proposed by stockholders, members of the Board, and members of senior management. Between annual stockholder meetings, the Board may elect directors to serve until the next annual meeting. Extending the Invitation to a Potential Director to Join the Board 3) The invitation to join the Board is extended by the Board itself via the Chairman and Chief Executive Officer of the Corporation, together with an independent director, when appropriate. Resignation Policy Relating to Majority Voting for Directors 4) GM’s Bylaws provide that, in uncontested elections (i.e., those where the number of nominees is the same as the number of directors to be elected), directors are elected by a majority of the votes cast. The Bylaws further provide that in order for any incumbent director to become a nominee of the Board for further service on the Board, such person must submit an irrevocable resignation, contingent (i) on that person not receiving more than 50% of the votes cast, and (ii) acceptance of that resignation by the Board in accordance with policies and procedures adopted by the Board for such purposes. Within 90 days after receipt of the Certified Vote, the Directors & Corporate Governance Committee and the Board will consider the tendered resignation(s) in light of the best interests of GM and its stockholders. In determining whether to accept or reject the resignation(s), or whether other action should be taken to select substitute person(s) to serve as a director(s) in place of an unsuccessful incumbent, the Committee and the Board may consider any factors they determine appropriate and relevant, but in any event will accept the resignation of an unsuccessful incumbent absent a compelling reason to reject the resignation. Compelling reasons for rejecting a resignation might include, among other things and without limitation; (i) any stated reasons why stockholders voted against such director; (ii) any alternatives for addressing the reason for the “against” votes; (iii) loss of a given director would eliminate a financial expert from the Audit Committee; (iv) loss of a given director would cause the Board to have less than a majority of independent directors; (v) loss of a given director would cause the Corporation to fail to satisfy stock exchange listing requirements; (vi) loss of a given director would result in a default or breach under any loan covenants; or (vii) loss of a given director would trigger a significant payment under an executive employment contract(s) or other contract(s). -2- Adopted January 1994 Revised October 2008
  • 4. The Board expects an unsuccessful incumbent to exercise voluntary recusal from participation, except in limited circumstances, in considering and acting upon the recommendation of the Directors and Corporate Governance Committee or the decision of the Board of Directors with regard to these matters. Within four business days following acceptance or rejection of the resignation, the Corporation will file a report with the U.S. Securities and Exchange Commission on Form 8-K in which it will publicly disclose its decision and set forth in reasonable detail the rationale relied upon by the Board in making that decision. If all directors are unsuccessful incumbents following an annual or special meeting of stockholders (or solicitation of written consent of stockholders), the incumbent Board will nominate a new slate of directors and, within 180 days after the certification of the stockholder vote, hold a special meeting for the purpose of electing a Board of Directors. In such circumstances, the incumbent Board will continue to serve until new directors are elected and qualified. Director Orientation and Continuing Education 5) The Board and management conduct a comprehensive orientation process for new directors to become familiar with the Corporation’s business plans, financial matters, strategies, challenges, vision, core values and ethics, corporate governance practices and other key policies and practices through a review of background material and meetings with senior management. Board members are encouraged to visit GM facilities for continued training and to ask for information on areas relevant to their service on the Board. In addition, directors have the opportunity to visit auto shows. The Board also recognizes the importance of continuing education for its directors and is committed to provide such education in order to improve both Board and committee performance. The Board acknowledges that director continuing education may be provided in a variety of different forms including: external or internal education programs, presentations or briefings on particular topics, educational materials, meetings with key management and visits to the Corporation’s facilities. It is the responsibility of the Directors and Corporate Governance Committee to advise the directors about their continuing education on subjects that would assist them in discharging their duties, including leading-edge corporate governance issues. Directors are encouraged to attend, at GM’s expense, continuing education programs sponsored by educational and other institutions. Board Leadership Selection of Chairman and Chief Executive Officer 6) The Board should be free to make this choice any way that seems best for the Corporation at a given point in time. Therefore, the Board does not have a policy, one way or the other, on whether or not the role of the Chairman and Chief Executive Officer should be separate or combined and, if -3- Adopted January 1994 Revised October 2008
  • 5. it is to be separate, whether the Chairman should be selected from the non-employee directors or be an employee. Chair of the Directors and Corporate Governance Committee 7) The Chair of the Directors and Corporate Governance Committee is an independent director and acts as the Presiding Director for the executive sessions of the independent directors and in communicating the Board’s annual evaluation of the Chairman and Chief Executive Officer. The Chair of the Committee, together with the members of that committee, develops the agendas for those executive sessions and periodically reviews and proposes revisions to the Board's procedures and the Corporate Governance Guidelines. Board Composition and Performance Size of the Board 8) The Bylaws provide that the number of directors may be changed by the Board. The size of the Board, as stated in the Bylaws or established by a Board resolution, is reassessed at least annually by the Directors and Corporate Governance Committee to determine if a different number would be more effective. Under section 2.1 of GM’s Bylaws, the number of directors will not be fewer than three or more than 17, unless otherwise consented to by GM stockholders. If any of the Board’s nominees is unable to serve as a director, or if any director leaves the Board between annual meetings of stockholders, the Board may reduce the number of directors by resolution or elect a replacement director upon the recommendation of the Committee. Mix of Management and Independent Directors 9) The Board believes that as a matter of policy, there should be a substantial majority of independent directors on the GM Board (as defined in Bylaw 2.11). The Board believes that management should encourage senior managers to understand that Board membership is not necessary or a prerequisite to any higher management position in the Corporation. Senior executives other than the Chairman and Chief Executive Officer currently attend Board meetings on a regular basis even though they are not members of the Board. On matters of corporate governance, while the Board assumes decisions will be made by the independent directors, input in any policy formulation and discussion from directors who are employees is welcome and expected unless the issue involves an actual conflict of interest with such directors. 10) Board Definition of What Constitutes Independence for Directors The Board is comprised of a substantial majority of directors who qualify as independent under the Listing Standards of the New York Stock Exchange (NYSE). The Directors and Corporate Governance Committee reviews annually its compliance with Bylaw 2.11. -4- Adopted January 1994 Revised October 2008
  • 6. The Bylaw defines the term “independent” as qualifying as independent under any standards of “independence” adopted by the Securities and Exchange Commission (SEC) under the Sarbanes-Oxley Act of 2002 and the NYSE in its Corporate Governance Rules. The Directors and Corporate Governance Committee assesses the independence of each director and individual nominated for election to the Board and makes recommendations to the Board as to his or her independence. As part of this analysis, the Committee must review and conclude whether each director who is not currently an employee of the Corporation (1) satisfies the quantitative independence criteria incorporated by reference in Bylaw 2.11 and (2) is free from any qualitative relationship that would interfere with the exercise of independent judgment. For a director to be considered independent, the Board must make an affirmative determination that the director does not have any material relationship with GM other than as a director. In assessing materiality of a director’s relationship to GM, the Board considers all relevant facts and circumstances in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. An independent director of the Corporation is a director who:  During the past three years, the Corporation has not employed the director, and has not employed (except in a non-executive capacity) any of his or her immediate family members.  During the past three years, the director has not received any direct compensation from the Corporation other than director fees or other forms of deferred compensation. No immediate family members of the director have received any compensation other than for employment in a non-executive capacity.  Neither the director, nor any of his or her immediate family members, is currently employed by (or affiliated with) the Corporation’s auditors; and during the past three years, neither the director nor any of his or her immediate family members have been employed by (or affiliated with) the Corporation’s auditors and personally worked on the Corporation’s audit.  During the past three years, neither the director, nor any of his or her immediate family members, has been part of an “interlocking directorate” in which an executive officer of the Corporation serves on the compensation (or equivalent) committee of another company that employs the director.  During the past three years, neither the director, nor any of his or her immediate family members, has been employed (except in a non-executive capacity) by a significant supplier or customer of the Corporation or any affiliate of such supplier or customer. For the purposes of this standard, a supplier or customer shall be considered significant if its sales to, or purchases from, the Corporation represent the greater of $1 million or 2 percent of the Corporation’s or the supplier’s or customer’s consolidated gross revenues.  During the past three years, neither the director nor any of his or her immediate family members has been associated with a charitable organization that received contributions from GM (including the GM Foundation) that exceeded the greater of $1 million or 2 -5- Adopted January 1994 Revised October 2008
  • 7. percent of the organization’s annual total revenues including contributions; or that were otherwise of an amount or nature that impeded the exercise of the director’s independent judgment. In determining if other relationships between GM and its directors would interfere with the exercise of independent judgment, the Board considers the nature of the relationship between the GM director and the supplier or customer. If the GM director serves on the Board of the other company but is not an employee, the relationship is not deemed to interfere with the exercise of independent judgment unless the company’s sales to, or purchases from, GM exceed 5 percent of the annual revenue of either company. Each independent director will notify the Chair of the Directors and Corporate Governance Committee, as soon as practicable, of any event, situation or condition that may affect the Board’s evaluation of his or her independence. 11) Former Chairman and Chief Executive Officer Board Membership The Board believes that it is preferable that the Chairman and Chief Executive Officer not continue to serve on the Board following retirement from GM. 12) Directors Who Change Their Present Job Responsibility It is the sense of the Board that when a director’s principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board, the director will tender a letter of resignation to the Directors and Corporate Governance Committee. Such Committee will review whether the new occupation, or retirement, of the director is consistent with the specific rationale for originally selecting that individual and the guidelines for Board membership. The Committee will recommend action to be taken regarding the resignation based on the circumstances of retirement, if that is the case, or in the case of a new position, the responsibility and type of position, and industry involved. The bias of the Committee will be to accept the resignation if the basis for originally selecting the individual no longer exists. 13) Limits on Outside Board Memberships Currently, non-employee directors are encouraged to limit the number of other boards of U.S. public companies (excluding non-profits and subsidiaries) on which they serve, to no more than four, taking into account potential board attendance, participation and effectiveness on these boards. Directors who are first elected after January 1, 2009 will agree not to serve as a member of more than four boards of U.S. public companies (excluding non-profits and subsidiaries), including GM. As of the Corporation’s 2010 annual meeting, any director then on the Board who serves as a member of more than four boards of U.S. public companies (excluding non-profits and subsidiaries) will agree not to accept any additional board positions at a U.S. public company (excluding non- profits and subsidiaries). The number of audit committees on which the Corporation’s Audit Committee members may sit concurrently is reviewed annually by the Directors -6- Adopted January 1994 Revised October 2008
  • 8. and Corporate Governance Committee and the Board. Directors first elected to the Board after January 1, 2009 will be permitted to serve on the Audit Committee if that director does not also serve on the audit committees of more than three other U.S. public companies (excluding non-profits and subsidiaries). The limitations in this guideline may be waived by GM’s independent directors with respect to any specific director or directors if the independent directors determine it is in the interests of the Corporation to do so. Non-employee directors should advise the Chairman of the Board and the Chair of the Directors and Corporate Governance Committee in advance of accepting an invitation to serve on another board. 14) Meeting Attendance Directors are expected to attend meetings of the Board, committees on which they serve, the Annual Meeting of Stockholders and any special meetings. Directors who for two consecutive years do not attend at least 75 percent of the meetings of the Board and 75 percent of the meetings of committees on which they serve will not be re-nominated to the Board, unless the Board determines that the re-nomination is in the interests of GM and discloses the reasons for doing so in the proxy statement for the meeting at which directors will be elected. 15) Term Limits and Retirement Age The Board does not believe it should establish term limits. While term limits could help ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into the Corporation and its operations and, therefore, provide an increasing contribution to the Board as a whole. As an alternative to strict term limits, the Directors and Corporate Governance Committee, in conjunction with the Chairman and Chief Executive Officer, formally reviews each director’s continuation on the Board every five years. This also allows each director the opportunity to conveniently confirm his/her desire to continue as a member of the Board. It is the general policy of the Board that non-employee directors will not stand for re- election after reaching age 72, although they have the flexibility to voluntarily retire at age 70, if they desire. 16) Board Compensation Only non-employee directors receive payment for serving on the Board. It is appropriate for the staff of the Corporation to report once a year to the Directors and Corporate Governance Committee the status of GM Board compensation in relation to compensation paid to directors at comparable corporations. As part of a director’s total compensation and to create a direct linkage with corporate performance, the Board believes that a significant portion of a director’s retainer (i.e., 70 percent or greater) should be provided as equity which must be held until retirement from the Board. -7- Adopted January 1994 Revised October 2008
  • 9. Members of the Audit Committee may not directly or indirectly receive any compensation from the Corporation other than their compensation for service as Directors. Directors are reimbursed for travel expenses incurred in connection with their duties as directors. Changes in Board compensation, if any, should come at the suggestion of the Directors and Corporate Governance Committee, but with full discussion and concurrence by the Board. 17) Loans to Directors and Executive Officers It is the policy of the Corporation not to make any personal loans to its directors and executive officers. 18) Stock Ownership by Non-Employee Directors Non-employee directors are required to own stock, share units or other equity equivalents (excluding stock options) equal in value to five times their annual retainer within five years of joining the Board or the adoption of this ownership requirement in 2004. To take into consideration the volatility of the stock market and the long-term nature of the holding requirement, compliance is measured by valuing the director’s stock at a three- year average stock price. The Directors and Corporate Governance Committee may exercise its discretion in enforcing this guideline when the value of accumulated GM common stock or share units or the size of the required holding is unduly affected by temporary significant declines in the price of GM common stock or recent significant changes in director compensation. Once the minimum ownership requirement (now $1 million) has been satisfied, the director’s ownership of at least the same number of shares or units will satisfy the requirement, regardless of changes in the market value of the stock. Ownership guidelines are reviewed each year to ensure they continue to be effective in aligning directors’ and stockholders’ interests. In addition, the non-employee directors are also prohibited during their term on the Board from selling any GM equity instruments, except for cashless exercise of stock options granted prior to 2003 (when options were eliminated from non-employee director compensation). 19) Executive Sessions of Independent Directors The independent directors of the Board meet in executive session at least three times each year. In general, time is reserved following each regularly scheduled Board meeting should the non-management directors wish to meet in executive session and, in practice, the independent directors may meet much more frequently than the minimum. The Presiding Director at these sessions is the Chair of the Directors and Corporate Governance Committee who is elected by the independent directors. GM employee staff that assists the Board may be present, at the discretion of the independent directors on the Board. During the course of these sessions, the non-management directors review CEO performance, compensation, and succession planning; future Board agendas and the flow -8- Adopted January 1994 Revised October 2008
  • 10. of information to directors; the Board’s corporate governance matters; and any other issues raised by the independent directors. 20) Role of the Presiding Director The Presiding Director, who is the Chair of the Directors and Corporate Governance Committee, is selected annually by majority vote of the independent directors. This position rotates at least once every five years, unless GM’s independent directors determine that it is in the interests of the Corporation to extend this limit. In addition to serving as the Chair of the executive sessions of the independent directors, the Presiding Director is also responsible for advising the Chairman and Chief Executive Officer of decisions reached, and suggestions made, at executive sessions. Agendas for Board meetings are developed by the Chairman and Chief Executive Officer with input from the Board. The Presiding Director shall have final approval of the agenda for Board meetings, and can delete or add items to the agenda as he or she deems appropriate. The Presiding Director also reviews and approves matters such as the agendas for executive sessions, the information sent to the Board, and meeting schedules (both as to when they occur and the sufficiency of time allocated to agenda items). Additional functions include: calling meetings of the non-management directors; serving as liaison between the Chairman and CEO and the non-management directors (although all non-management directors are encouraged to freely communicate with the Chairman and CEO at any time); assisting the Chairman and CEO in the recruitment and orientation of new directors; presiding at meetings of the Board when the Chairman is not present; and assuming such additional responsibilities as determined by the non-management directors. Finally, if requested by major stockholders, the Presiding Director is available for consultation and direct communication. 21) Access to Outside Advisors The Board, as well as each committee, at its request, can retain the services of one or more independent outside advisors (financial, legal, compensation, etc.) as it considers appropriate, at the Corporation’s expense. 22) Assessing the Board’s Performance The Board performs a self-evaluation on an annual basis. The Directors and Corporate Governance Committee is responsible to report annually to the Board an assessment of the Board’s performance. The Committee usually reviews the evaluation structure prior to the October meeting when the full Board conducts its evaluation during the executive session. The assessment includes a review of the Board’s overall effectiveness and the areas in which the Board or management believes the Board can make an impact on the Corporation. The purpose of the evaluation is to increase the effectiveness of the Board, not to focus on the performance of individual Board members. The Directors and Corporate Governance Committee also utilizes the results of this evaluation process in determining the characteristics and assessing critical skills required -9- Adopted January 1994 Revised October 2008
  • 11. of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees. 23) Ethics and Conflicts of Interest The Board expects all directors, as well as officers and employees, to act ethically at all times and to adhere to GM’s policies set forth in “Winning With Integrity: Our Values and Guidelines for Employee Conduct” (available on the Internet at http://investor.gm.com). The Board will not permit any waiver of any ethics policy for any director or executive officer. If an actual or potential conflict of interest arises for a director, the director will promptly inform the Chairman and the Presiding Director. If a significant conflict exists and cannot be resolved, the director should resign. All directors must recuse themselves from any discussion or decision affecting their business or personal interests. 24) Confidentiality Directors, like all employees, are required to maintain the confidentiality of information entrusted to them by the Corporation or any other confidential information about the Corporation that they receive from any source in their capacity as a director, except when disclosure is authorized by the Board of Directors or legally required. Directors are expected to take all appropriate steps to minimize the risk of disclosure of confidential communications coming to them from the Corporation and of confidential discussions involving directors. All discussions occurring at Board or Board committee meetings are presumed to be confidential to the extent disclosure of them is not legally required. Directors may not use confidential information for their own personal benefit or for the benefit of persons or entities outside the Corporation or in violation of any law or regulation including insider trading laws and regulations. These responsibilities with regard to confidential information apply to directors during and after their service on the Board. For purposes of this guideline, “confidential information” is all non-public information relating to the Corporation, including information that could be useful to competitors or otherwise harmful to the Corporation’s interests or objectives if disclosed. 25) Board’s Interaction with Advisors, Institutional Investors, Media, Customers, Etc. The Board believes that as a general matter management speaks for General Motors. If comments from the Board are appropriate, they should, in most circumstances, come from the Chairman. When appropriate, the Presiding Director may speak for the Board as well. If a director is contacted by the media regarding GM matters, he or she should request the media to contact the Vice President of GM Communications. Any interested party, including any stockholder who wishes to communicate with the Board as a whole, the non-management directors as a group, any Board committee or the Presiding Director may send a letter by regular or express mail addressed to the Secretary, General Motors Corporation, MC 482-C38-B71, 300 Renaissance Center, P.O. Box 33118, Detroit, MI 48233-5118, Attention: [Name of Appropriate Group or - 10 - Adopted January 1994 Revised October 2008
  • 12. Presiding Director]. All correspondence sent to that address will be delivered to the addressees on a quarterly basis, unless management determines in an individual situation that it should be sent more promptly. All correspondence to directors will be acknowledged by the Secretary and may also be forwarded within GM for review by a subject matter expert. Board Relationship to Senior Management 26) Regular Attendance of Non-Directors at Board Meetings The Board welcomes the regular attendance at each Board meeting of non-Board members who are in the most senior management positions of the Corporation. Should the Chairman and Chief Executive Officer want to add additional people as attendees on a regular basis, it is expected that this suggestion would be made to the Board for its concurrence. 27) Board Access to Senior Management Board members have complete access to GM’s management. It is assumed that Board members will use judgment to be sure that this contact is not distracting to the business operation of the Corporation and that such contact, if in writing, is copied to the Chairman and Chief Executive Officer, as appropriate. Furthermore, the Board encourages management to, from time to time, bring managers into Board meetings who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (b) are managers with future potential that the senior management believes should be given exposure to the Board. Meeting Procedures 28) Selection of Agenda Items for Board Meetings The Chairman and Chief Executive Officer establishes the agenda for each Board meeting and sends a draft of such agenda to the Presiding Director. He or she will issue a schedule of agenda subjects to be discussed for the ensuing year at the beginning of each year (to the degree these can be foreseen) which will be discussed at each executive session, as appropriate. Each Board member may suggest the inclusion of additional item(s) on the agenda. 29) Board Materials Distributed in Advance Information and data that are important to the Board’s understanding of the business to be conducted at a Board meeting is distributed in writing to the directors sufficiently in advance of the meeting to permit meaningful review, and directors are expected to thoroughly review the provided materials in advance of each meeting. More specifically, - 11 - Adopted January 1994 Revised October 2008
  • 13. materials should be sent to Board members at least 48 hours in advance of a regularly scheduled in-person meeting, except when such materials are not available as a practical matter. Additional materials may be sent to the Board within 48 hours of a regularly scheduled in-person meeting to update information previously provided, to provide information that may not have been provided earlier or for other business reasons. 30) Board Presentations As a general rule, presentations on specific subjects should be sent to the Board members in advance to save time at Board meetings and focus discussion on the Board’s questions. On those occasions in which the subject matter is extremely sensitive, the information may be presented for the first time at the meeting. Committee Matters 31) Board Committees Membership on the Audit, Directors and Corporate Governance, Executive Compensation, Investment Funds, and Public Policy Committees consists only of independent directors as defined in Bylaw 2.11. From time to time, the Board may want to form a new committee or disband a current committee depending upon the circumstances, regulations or Bylaws. In general, time is reserved following each regularly scheduled committee meeting should the non-employee directors wish to meet in executive session. More specifically, members of the Audit and Directors and Corporate Governance Committees shall have an opportunity to meet in executive session at least three times per year. For each committee, GM employee staff that assists the committee may be present, at the discretion of the independent directors of the committee. The Board of Directors ensures that each committee has a charter setting forth the purpose, authority and duties of each committee. On an annual basis, each committee reviews its charter and presents any modifications to the Board for approval. All committee charters are available on the Corporation’s Web site, at http://investor.gm.com, under “Corporate Governance.” 32) Committee Performance Evaluation Each Board committee will perform an annual evaluation of its performance, including a review of its compliance with the committee charter. The purpose of such review is to increase the effectiveness of the committee, not to focus on the performance of individual committee members. The three key Committees (Audit, Executive Compensation, and Directors and Corporate Governance) will conduct periodic executive sessions of the independent directors without management. - 12 - Adopted January 1994 Revised October 2008
  • 14. 33) Assignment and Rotation of Committee Members The Directors and Corporate Governance Committee is responsible, after consultation with the Presiding Director and Chairman and Chief Executive Officer, for assigning Board members to various committees, giving consideration to the desires of individual Board members and the needs of the Corporation. Generally, the Board at its first meeting following the Annual Meeting of Stockholders elects the members of each committee. Consideration should be given to rotating committee members periodically at approximately five-year intervals, but the Board does not feel that such a rotation should be mandated as a policy, since there may be reasons at a given point in time to maintain an individual director’s committee membership for a longer period. 34) Frequency and Length of Committee Meetings The Committee Chair, in consultation with committee members, determines the frequency and length of the meetings of each committee. 35) Committee Agenda The Chair of each committee, in consultation with the appropriate members of the committee and management, develops the committee’s agenda. Each committee issues a schedule of agenda subjects to be discussed for the ensuing year at the beginning of each year (to the degree these can be foreseen). This forward agenda is also shared with the Board. Leadership Development 36) Formal Evaluation of the Chairman and Chief Executive Officer The independent directors, meeting separately in executive session, annually conduct a formal evaluation of the Chairman and Chief Executive Officer which is communicated to the Chairman and Chief Executive Officer by the Presiding Director. The evaluation is based on objective criteria including performance of the business, accomplishment of long-term strategic objectives, development of management and when appropriate, subjective factors. The evaluation is used by the Executive Compensation Committee in the course of its deliberations when considering the compensation of the Chairman and Chief Executive Officer. 37) Succession Planning Selecting a Chief Executive Officer and planning for succession is a major responsibility of the Board. The Presiding Director reports at least annually to the Board on succession planning for the Chief Executive Officer. - 13 - Adopted January 1994 Revised October 2008
  • 15. In addition, there should be available, on a continuing basis, the Chairman and Chief Executive Officer’s recommendation as to a successor in the event of an unexpected disability or death. 38) Management Development The Chairman and Chief Executive Officer reports annually to the Board on the Corporation’s program for management development. This report should be given to the Board at the same time as the succession planning report noted previously. These guidelines are also available on our Web site at http://investor.gm.com, under “Corporate Governance.” - 14 - Adopted January 1994 Revised October 2008