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Corporate Governance

ESG Governance

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.

Board Structure

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.

Board Composition & Engagement
(Updated in July 2021 based on 2021 Annual Meeting Information)

2021 Board Composition

2020 Board Engagement

11
Board meetings
22
regular committee meetings
99%
Board attendance
6
executive sessions

Risk Management

The Board has the overall responsibility for risk oversight, with a focus on the most significant risks facing the company. The company does have a comprehensive risk management plan in place. Effective risk management is the responsibility of the CEO and other members of management, including the senior leadership team. Our Board implements its risk oversight function both as a whole and through delegation to Board committees, particularly the Risk and Cybersecurity Committee. Each of the Board committees is responsible for oversight of risk management practices for categories of risks relevant to its functions. Our Board recognizes that cybersecurity is critical to GM’s operations—particularly as management continues to execute on its future mobility strategies, such as self-driving vehicles and connected-vehicle technology. The Board believes that its structure for risk oversight provides for open communication between management and the Board and its committees.

ESG Governance and Oversight

The Board is committed to overseeing the company’s integration of ESG principles throughout the enterprise. This includes an annual multiday session devoted to discussing, debating and validating management’s overall strategy. In the past year, these strategic reviews and discussions included the workplace safety of our salaried and labor workforce during the pandemic, the strength and flexibility of our credit facilities and capital allocation, the corporate purpose of the company, the accelerated electrification of the company’s portfolio of vehicles and related workforce issues, the continued development and execution of self-driving vehicles, fuel economy regulation, vehicle safety, international reorganizations and various alternative future business scenarios.

Additionally, ESG oversight includes frequent ESG strategic discussions by the Board’s Governance and Corporate Responsibility Committee. This Committee is charged with overseeing:

  • Risks related to public policy and political activities.
  • Risks related to director independence and related-party transactions.
  • Risks related to the sustainability of our operations.

The Committee has recently reviewed the company’s ESG strategy, with a broader focus on corporate purpose and culture and how those attributes align with the company’s corporate strategy. The Board is committed to elevating GM’s leadership profile and reputation among investors, policymakers and others on ESG issues and practices, and believes GM has a unique opportunity to address these important issues.

ESG performance is a focus for the company and our shareholders, and GM has an ongoing commitment to ESG performance outcomes. The Compensation Committee considers ESG performance when making compensation determinations for certain members of management. The Compensation Committee factors ESG performance as part of each named executive officer's strategic goals. Performance to these strategic goals account for 25% of the short-term incentive plan (STIP) compensation for each named executive officer. Linking total compensation to the achievement of these individual measures increases focus on efficiency and performance across the business for our sustainability initiatives. Please see GM’s 2021 Proxy Statement for further discussion of individual performance results that had a positive impact on ESG measures.

Corporate Political Contributions and Lobbying Expenditures

The Board has an active role in overseeing how GM participates in the political process and believes it should have a role in helping to shape public policy and address legislation that impacts the company, our industry and our shareholders and other stakeholders. GM has supported and will continue to support public policies that drive the achievement of our long-term, sustainable growth. The following are highlights of the Board’s role:

  • To guide activities, the Board has adopted a U.S. Corporate Political Contributions and Expenditures Policy (Political Contributions Policy).
  • The Governance and Corporate Responsibility Committee oversees the Political Contributions Policy and annually reviews the company’s engagement in the public policy process.
  • The Governance and Corporate Responsibility Committee also annually reviews all corporate political contributions, GM Political Action Committee contributions and expenditures (which are funded entirely by voluntary employee contributions) and the process by which they are made, and receives multiple updates each year regarding the company’s direct and indirect lobbying expenditures.
  • The Governance and Corporate Responsibility Committee annually conducts a benchmarking exercise to confirm its political contribution and lobbying expenditure disclosures align with peers’ and discusses emerging shareholder expectations.
  • The Board also receives a monthly report on the most pressing public policy issues. It uses this report to continuously assess which issues are important to the company’s long-term interests and which organizations the company is working with to advance those interests.
Gender
Male Female
5 7
Race and Ethnicity
White Diverse race or ethnicity
9 3
5.5 years average tenure
0-5 years >5-10 years >10 years
6 4 2
62 years average age
50s 60s 70s
3 8 1

ESG Governance

The Board of Directors
(Annual ESG Briefing)

oversees

The Senior Leadership Team
(CEO and Senior Leadership Team)

and

The Governance & Corporate Responsibility Committee
(ESG Regular Agenda Item)

which oversee

The Chief Sustainability Officer

who collaborates with

The Sustainability Office
(Team of Teams)

and

External Stakeholder Advisors
(Facilitated by Ceres)

Sustainability Strategies, Priorities, Goals, & Performance Shared to Garner Feedback
Integration of ESG into business priorities and functional areas