For General Motors, the Board of Directors’ mission is to represent the
owners’ interest in the long-term health and the overall success
of the business and its financial strength.
GM’s Board of Directors is comprised of 12 members, as of March 31, 2016. With the exception of Chairman & CEO Mary Barra, former Vice Chairman Steve Girsky and former UAW Vice President Joe Ashton, all the Directors are independent, as defined by the Board’s Corporate Governance Guidelines, which are based on the standards of the New York Stock Exchange and the U.S. Securities and Exchange Commission.
The Board has the following standing committees: Audit, Executive Compensation, Governance and Corporate Responsibility, Finance, Risk, and Executive. The Audit, Executive Compensation, and Governance and Corporate Responsibility Committees are composed entirely of independent Directors. The membership of each committee is listed in the Investor Relations section of the company’s website (http://www.gm.com/investors/corporate-governance.html#). Each standing committee has a written charter setting forth its purpose, authority and duties.
During 2015, the former Public Policy Committee of the Board was dissolved and its responsibilities reassigned to other committees, principally the newly reconstituted Governance and Corporate Responsibility Committee. Among other things, this committee helps the Board shape the company’s corporate governance, including the composition of the Board and qualifications of Directors. It also oversees the company’s policies and strategies related to corporate responsibility, sustainability and political contributions.
The Board is responsible for overseeing the company’s management of risks, including oversight of its strategic risk management program and processes. The Board is assisted in this responsibility by its committees, each of which oversees particular areas of risk and aspects of strategic risk management, with appropriate reporting to the Board. The Risk Committee retains oversight responsibility for the key strategic and operating risks within the company, while the Finance and Audit Committees retain oversight responsibility for key financial and compliance risks. And, the Governance and Corporate Responsibility committee oversees corporate responsibility, sustainability and political risks.