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Ensuring Responsible Governance

Corporate Governance

GM is governed by its Board of Directors that meets throughout the year.

Governance Best Practices and Shareholder Protections

The Board has adopted governance structures and policies that it believes promote Board independence and protect the interests of shareholders. These structures and policies include, among others:

  • Independence of 12 out of 13 directors.
  • Strong Independent Lead Director empowered with clearly delineated duties.
  • Annual election of all directors.
  • Majority voting with director resignation policy in uncontested elections.
  • Annual review of the Board’s leadership structure by the independent directors.
  • Proxy access and shareholder right to call special meetings.
  • No poison pill or dual-class shares.

The Board is elected by GM’s shareholders to oversee and provide guidance on GM’s business and affairs. It is the ultimate decision-making body of the company, except for those matters specifically reserved to shareholders. Among other things, the Board oversees company strategy and execution of the strategic plan. In addition, it oversees management’s proper safeguarding of the assets of the company, maintenance of appropriate financial and other internal controls, compliance with applicable laws and regulations and proper governance. The Board is committed to sound corporate governance policies and practices that are designed and routinely assessed to enable GM to operate its business responsibly, sustain our success and build long-term shareholder value. The Board also works with management to integrate environmental, social and governance (ESG) principles into the company’s business strategy. This includes agenda items and discussions related to ESG topics at Board and committee meetings.

Leadership Structure

Currently, the Board is led by our Chair and CEO, Mary Barra, whose role as Board Chair is complemented by that of our Independent Lead Director, Patricia Russo. 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 when the positions of Board Chair and CEO should be combined or separated and whether a GM executive or an independent director should be Board Chair. This allows the Board to choose the leadership structure that it believes will best serve the interests of our shareholders at any particular time. At this time, the Board continues to believe that Ms. Barra’s in-depth knowledge of GM’s business and vision for the future bring focused leadership to the Board. Therefore, combining the role of Chair and CEO and electing a strong Independent Lead Director results in the optimal Board leadership structure for GM at this time.

Board Diversity

GM’s Board is composed of directors who bring diverse viewpoints and possess a variety of skills, professional experience and backgrounds, including with respect to ESG. 54% of our directors are women, and 31% of our directors identify themselves as racially/ethnically diverse. In addition, 67% of Board committees are chaired by women. Read more about the Board in our 2022 Proxy Statement.

67% of committees chaired by women (4 out of 6)

63 average age of directors Range: 52—71

4 new directors over past three years

2021 Board Composition

Committee Structure and ESG Governance

The Board has six standing committees: Audit; Executive; Executive Compensation; Finance; Governance and Corporate Responsibility; and Risk and Cybersecurity. Other than the Executive Committee, all standing committees of the Board consist entirely of independent directors.

Through the Board as a whole and each of its committees, the Board is committed to overseeing the company’s integration of ESG principles throughout GM’s business and managing the related risks and opportunities. The key responsibilities, recent activities and focus areas of each committee can be found in our 2022 Proxy Statement.

Each committee has a written charter setting forth its purpose, authority and duties. Overall, 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 (including climate change and other ESG issues); ethics and compliance; product and workplace safety; supply chain and human rights; pay-for-performance; data security; diversity, equity and inclusion; Board and management succession planning; consideration of shareholder proposals; and political and lobbying priorities and expenditures.

Board Committees and ESG

Each year, in connection with the review of its committee charters, the Board updates the committees’ oversight responsibilities as necessary. In 2021, the Board updated each charter to delegate specific ESG responsibilities to each committee. Below is a summary of these charter updates along with other highlights of the committees’ ESG-related responsibilities and practices:

Governance and Corporate Responsibility Committee

  • Responsible for ESG initiatives, strategies and policies that have a material impact on the company.
  • Tracks an ESG scorecard and conducts annual reviews of ESG reporting standards, lobbying activities, corporate philanthropy and human rights (including responsible sourcing practices and policies).
  • Responsible for the Board’s shareholder engagement program.
  • Starting in 2022, reviews and approves the Sustainability Report.

Audit Committee
 

  • Beginning in 2021, reviews the disclosure process and control procedures over ESG disclosures.
  • Starting in 2022, reviews and approves the Sustainability Report.
  • Oversees the Internal Audit Function, General Motors Audit Services (GMAS), which provides independent, objective assurance on the effectiveness of risk management, internal controls and governance processes within GM. GMAS’ annual audit plan includes coverage of controls around ESG disclosures as well as workplace and vehicle safety, ethics and compliance, environmental and cyber risks.

Executive Compensation Committee

  • Starting in 2022, will (i) make an annual determination as to whether the company’s ESG and sustainability goals and milestones are effectively integrated into the compensation programs; (ii) review compensation plans for executives to confirm the alignment related to GM’s sustainability risks and opportunities; and (iii) with respect to the annual shareholder say-on-pay vote, consider shareholder feedback relative to the alignment of GM’s sustainability goals.

Finance Committee

  • Reviews changes to our shareholder composition, including the impact of ESG-oriented investors.

Risk and Cybersecurity Committee

  • Reviews GM’s strategic, operational and cybersecurity risks, including workplace safety, vehicle cybersecurity safety, climate change and privacy risk.
  • Considers climate change as part of its key strategic and operational risk management framework.

Shareholder Engagement

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.

GM also has a history of engaging with shareholders who submit proposals for inclusion in our proxy statement for consideration at our annual meeting. In the past, these constructive engagements have led to shareholders withdrawing their proposals following discussion and action on the part of GM. Learn more about the Board’s engagement with shareholders and other stakeholders in our 2022 Proxy Statement.

Board Oversight of Risk Management

The Board discharges its risk oversight responsibilities, in part, through delegation to its committees. The company’s risk governance is facilitated through a top-down and bottom-up communication structure, with the tone established at the top by Ms. Barra, the Board Chair and CEO, who also serves as Chief Risk Officer, and other members of management, namely the Senior Leadership Team. The Senior Leadership Team also utilizes our Risk Advisory Council, an executive-level body with delegates from each business unit, to discuss and monitor the most significant enterprise and emerging risks in a cross-functional setting. They are tasked with championing risk management practices and integrating them into their functional or regional business units.

Corporate Political Contributions and Lobbying Expenditures

The Board has an active role in overseeing GM’s participation 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 (which are funded entirely by voluntary employee contributions) and the process by which they are made. The committee receives multiple updates each year regarding the company’s direct and indirect lobbying activities and expenditures.
  • The Governance and Corporate Responsibility Committee annually conducts a benchmarking exercise to confirm its political contribution and lobbying expenditure disclosures align with those of our 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.

Learn more about GM Lobbying guidelines
in our Public Policy Supplement.

2021 Board Composition: Gender

2021 Board Composition: Race and Ethnicity

2021 Board Composition: 6 Years Average Tenure

2021 Board Composition: 63 Years Average Age