GM is governed by a Board of Directors and committees of the Board that meet throughout the year. The Board of Directors represents the owners’ interest in the long-term health and the overall success of the company and its financial strength.
The Board is elected by GM's shareholders to oversee and provide guidance on GM’s business and affairs and is the ultimate decision-making body of the company, except for those matters specifically reserved to shareholders. It is highly engaged in developing GM’s strategic plan and overseeing execution of that plan. The Board is committed to sound corporate governance structures and policies that enable GM to operate our business responsibly and with integrity, and to position GM to compete more effectively, sustain our success and build long-term shareholder value.
Currently, the Board is led by our Chairman and CEO, Mary Barra, whose role as Board Chairman is complemented by that of our Independent Lead Director, Tim Solso. The Board is comprised of 13 members, all but one of whom—Ms. Barra—are independent, as defined by the Board’s Corporate Governance Guidelines, which reflect the independence standards of the New York Stock Exchange and the U.S. Securities and Exchange Commission. The Board has the flexibility to decide the most appropriate leadership structure for the company to best serve the interests of our shareholders at any particular time. The Board believes that Ms. Barra’s in-depth knowledge of GM’s business and understanding of day-to-day operations brings focused leadership to our Board and reinforces accountability for the company’s performance. Our Corporate Governance Guidelines, available on our website, specify the duties of the Independent Lead Director and independent directors.
The Board has the following standing committees: Audit; Executive; Executive Compensation; Finance; Governance and Corporate Responsibility; and Risk and Cybersecurity. The Board has adopted governance structures and policies that it believes promote Board independence and the interests of shareholders. These structures and policies include, among others:
- Annual election of all directors.
- Majority vote with director resignation policy for directors in uncontested elections.
- Annual review of the Board’s leadership structure by the independent directors.
- Independent Lead Director empowered with robust and clearly delineated duties.
- Independence of 12 out of 13 directors.
Please refer to our 2021 Proxy Statement for more background on the Board’s strong governance structures.
All standing committees other than the Executive Committee are composed entirely of independent directors. Each committee has a written charter setting forth its purpose, authority and duties. The committees enhance the Board’s oversight of areas that are critical to GM’s corporate responsibility and sustainability efforts, including: transparent and reliable financial reporting, risk identification and mitigation, ethics and compliance, vehicle and workplace safety, pay-for-performance, diversity, equity and inclusion, Board and management succession planning, shareholder proposals, climate change, and political and lobbying priorities and expenditures.
Members of the Board and senior management regularly engage with institutional shareholders. These engagements help the Board and management gain feedback on a variety of topics, including strategic and financial performance, operations, products, executive compensation, and Board composition and leadership structure, as well as on important environmental and social issues. The constructive insights, experiences and ideas exchanged during these engagements have helped the Board evaluate and assess key initiatives during GM’s ongoing transition to an all-electric future.